In the past, legal scholars have analogized the contract to a product, a social artifact, and a form of technology. In this Article, we suggest that contracts may also be usefully analogized to swag. The term “swag” refers to branded merchandise that is given away for free to people who...

Facebook, Google, and other leading technology companies in Silicon Valley have been buying start-up companies at a brisk pace. In many of these transactions, the buyer has little interest in acquiring the startup’s projects or assets. Instead, the buyer’s primary motivation is to hire some...

There is widespread agreement among experienced contract drafters that every commercial contract should contain a choice-of-law clause. Among their many virtues, choice-of-law clauses facilitate settlement and reduce litigation costs. While most modern contracts contain these provisions, some do...

Slowly but surely, international trade agreements have disappeared from U.S. courts. This Essay provides a concise historical account of this disappearance--which it calls the ‘‘Great Vanishing’’--and explains how and why it came to pass. It first describes how the Trade Preferences Act...

the past decade, there has been an explosion in seed financing for early-stage technology startups. Increasingly, this seed financing is channeled to these companies via an entirely new form of investment contract — the deferred equity agreement. One version of this agreement — the Simple...

International transactions present unique legal risks. When a contract touches several different nations, a party may not know where it will be called upon to defend a lawsuit or, alternatively, which nation’s law will be applied to resolve that dispute. To mitigate these risks, parties will...

Who is bound by a forum selection clause? At first glance, the answer to this question may seem obvious. It is black-letter law that a person cannot be bound to an agreement without her consent. In recent years, however, courts have not followed this rule with respect to forum selection clauses....