In the hold-up problem incomplete contracts cause the proceeds of relation specific investments to be allocated by ex-post bargaining. The present paper investigates the efficiency of incomplete contracts if individuals have heterogeneous preferences implying heterogeneous bargaining behavior...

This Article aims to unveil and undermine one of the most resonant truisms in contract law. It shows that a dominant criterion used by courts and academics in applying the omnipresent and overarching principle of good faith is essentially flawed. Our argument is innovative in at least four...

Neoclassical economic theory seems to aptly characterize contract law’s essence. Contracts enable two parties to reach a mutually beneficial agreement, thereby facilitating economically efficient transactions. It would seem to follow that the achievement of economic efficiency serves as...

Parties often exchange promises of future performance with one another. Legal systems frame and regulate contracts involving the exchange of bilateral promises of future performance differently from one another. Two conceptual and practical questions often arise in these bilateral situations....

In this article Professor McLauchlan discusses the effects of Lord Hoffmann’s famous restatement of the fundamental principles of contract interpretation in the Investors Compensation Scheme case and traces the history of its reception in Australia. He argues that the case law is characterised...

This chapter was presented at a conference in Dublin on the (then) new Rome I Regulation of the European Union in the fall of 2009. It contrasts the Rome I rules on party autonomy with those in the United States. In particular, it considers the rules in the Rome I Regulation that ostensibly...

In a recent law review article Delaware Chief Justice Myron Steele argues that Delaware courts should interpret Delaware’s limited liability company (“LLC”) and limited partnership (“LP”) statutes as not including any default fiduciary duties. Therefore, he argues that the only...