This article identifies modern economic formalism in contract law as little more than an incorrect argument for rational ignorance in courts. Distinct from other varieties of contract formalism, modern economic formalism rests on the notion that information beyond the text of contracts is a...

This Article challenges the leading formal economic analysis of negligence rules in tort law. That analysis, which is meant both (1) to justify negligence rules over no-liability and strict-liability rules on theoretical grounds and (2) to provide a framework for understanding whether victims or...

Over the last few years, I have demonstrated how modern business-entity statutes, particularly LLC statutes, can give software the basic capabilities of legal personhood, such as the ability to enter contracts or own property. Not surprisingly, this idea has been met with some resistance. This...

For more than a century, careful readers of the Green Bag have known that “[t]here is nothing sacred in a theory of law...which has outlived its usefulness or which was radically wrong from the beginning...The question is What is the law and what is the true public policy?” Professor Orin...

The law of modern business entities is poorly understood from a comprehensive perspective. This area of law has changed significantly in the last several decades in ways that have gone largely unnoticed. The lack of attention is unfortunate because developments in the law of business-entity...

My colleagues and friends, Mark Seidenfeld and Murat Mungan, have made an interesting attempt to reduce the doctrine of duress in contract law to an inquiry about “rentseeking,” by which they mean attempts to redistribute rather than to produce wealth. There is much truth in their argument,...

Most legal analysis of Bitcoin has addressed public-law and regulatory matters, such as taxation, securities regulation, and money laundering. This essay considers some questions that Bitcoin raises from a private-law perspective, and it aims to show that technological innovation may highlight...

This essay introduces to the legal community a fascinating, decreasingly farfetched technological possibility that the Bitcoin software promotes, and it offers suggestions for the how the law might interact with that possibility. In short, the Bitcoin technology allows autonomously operating...

Nonhuman autonomous systems are not legal persons under current law. The history of organizational law, however, demonstrates that agreements can, with increasing degrees of autonomy, direct the actions of legal persons. Agreements are isomorphic with algorithms; that is, a legally enforceable...

This Article considers several foundational questions concerning the formation of general partnerships, a topic that has received little modern attention and that is governed largely by classical axioms rather than adaptive modern considerations. Its three main topics concern (1) the timing of...