Contracts are inevitably incomplete. And standard-form or boilerplate commercial contracts are especially likely to be incomplete because they are approximations; they are not tailored to the needs of particular deals. Not only do these contracts contain gaps but, in an attempt to reduce...

The standard paradigm of contracting assumes that parties will revise subsequent contracts if a court interpretation of a clause does not reflect their intent. This assumption, however, often does not match behavior –- particularly in boilerplate contracts. We examine the aftermath of an...

This article studies the impact of exogenous legal change on whether and how lawyers across four different deal types revise their contracts' governing law clauses in order to solve the problem that the legal change created. The governing law clause is present in practically every contract...

Contract terms that improve or reduce the likelihood of repayment of a debt should impact its price. That's basic economics. But what about a contract that is hundreds of pages long and has lengthy and complex terms that even the lawyers are unwilling to read? Believers in efficient markets...