Category Archives: Contract

Hayden and Bodie, ‘Shareholder Voting and the Symbolic Politics of Corporation as Contract’

Abstract American corporations are structured in such a way that shareholders, and shareholders alone, have the right to vote in all significant corporate decisions. Over the years, this exclusive shareholder franchise has been supported by an ongoing procession of justifications. But as those arguments have fallen by the wayside, shareholder primacists have circled back and […]

Montagnani and Trapova, ‘Safe harbours in deep waters: a new emerging liability regime for Internet intermediaries in the Digital Single Market’

Abstract Online intermediaries, often categorized as the gatekeepers of information, have become major protagonists in a variety of policy and legislative actions within the EU Digital Single Market. These initiatives endeavour to tackle illegal content online by imposing enhanced responsibility rules. The emerging scheme undertakes to nevertheless maintain the safe harbour liability exemption under the […]

Pascal McDougall, ‘Policy, Politics and Aesthetics in Non-American Private Law: A Comparative Study of Contract Performance Interruption’

Abstract In the United States, it is widely accepted that ‘policy,’ meaning conflicting societal values and interests that can be weighed, plays an important role in private law reasoning. However, in many other polities, including France, England, Quebec and English Canada which this article scrutinizes, the role of policy in private law is either strenuously […]

Van Gulijk and Hulstijn, ‘Ensuring Data Protection by Private Law Contract Monitoring: A Legal and Value-Based Approach’

Abstract Current legal frameworks for data protection are based on public law. They have a number of flaws. The notion of informed consent does not work in practice. Public legislation only covers the protection of personal data, but it doesn’t cover data about groups and it doesn’t cover conditions on usage of data for certain […]

Partlett and Zwier, ‘Non-Disclosure Agreements, Liquidated Damages and Arbitration in Context: Contracts Drawn for Good or Evil’

Abstract Why are Non-Disclosure Agreements not simply a matter of providing for the liberty interests of the parties to enter into contracts that they choose to make with each other? As a start, we want to offer an analysis of a cornerstone of such contracts, the prescription of agreed damages commonly referred to as liquidated […]

Issacharoff and Marotta-Wurgler, ‘The Hollowed Out Common Law’

Abstract The electronic marketplace poses novel issues for contract law. Contracts created through browsewrap, clickwrap, and shrinkwrap (contracts whose embedded terms are only available after purchase) poorly fit doctrines that emerged from face-to-face offer and acceptance, the mutual execution of a common set of documents, or the rituals of mass market transactions involving physical fine […]

Carol Goforth, ‘How Blockchain Could Increase the Need for and Availability of Contractual Ordering for Companies and Their Investors’

Abstract This article examines how cryptoassets such as equity tokens might change the nature of how companies and investors structure their relationships. Traditionally, corporate law theorists have argued about whether business organization law should allow for greater private ordering of relationships between companies and their investors. With the advent of blockchain and new tokenized investment […]

Brooke Murphy, ‘Neurodivergent women in “clouded judgment” unconscionability cases – an intersectional feminist perspective’

Abstract Feminist legal scholars have discussed the impact of gender and class stereotypes on the judgments in Louth v Diprose. However, a significant aspect of Ms Louth’s identity is missing from these discussions: her neurodivergence (or mental illness). This article analyses the stereotypical treatment of women through the lenses of gender and neurodivergence in ‘clouded […]

C Scott Pryor, ‘Revisiting Unconscionability: Reciprocity and Justice’

Abstract This is a working chapter for the Christianity and the Law series published by Cambridge University Press. Written at an introductory level, it aims to demonstrate that the contract law doctrine of unconscionability finds its warrant in the virtues of reciprocity and justice. These virtues came to be part of the Western tradition of […]

Rocco Alessio Albanese, ‘Within the Public-Private Divide. Right to Housing and Consumer Law in Recent European Private Law Trends’

Abstract This paper intends to discuss some major European legal issues by building on the critique of a certain narrow relevance of human basic needs, according to traditional Western legal conceptions of the subject as well as of the public-private divide. In particular it aims at verifying the potentiality of consumer law for rethinking the […]