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GAAP provisions in loan contracts specify how to address the effect of accounting changes on financial covenants. I document a pronounced upward trend in and the dominance of frozen‐on‐request (FOR) GAAP provisions, which incorporate accounting changes unless either the borrower or the lender requests a freeze. FOR GAAP streamlines the process of incorporating accounting changes into covenant calculations by obviating the need for renegotiations and prevents opportunistic GAAP freezes by requiring good faith renegotiations. Therefore, FOR GAAP is more likely to incorporate accounting changes beneficial to covenant informativeness, leading to lower false positives (i.e., Type I errors of financial covenant violations) and false negatives (i.e., Type II errors of financial covenant violations). Based on a large sample of loan contracts, I find that FOR GAAP decreases false positives and false negatives after controlling for self‐selection bias and that the decrease is more pronounced when accounting changes relevant to financial covenants are more significant. My study provides new evidence of the role accounting standards and GAAP provisions play in debt contracting efficiency. [ABSTRACT FROM AUTHOR]

The article analyzes the importance of efforts clauses, the benefit of a hierarchical schema of efforts language and insights into the most common efforts standards in the U.S., namely, best efforts, commercially reasonable efforts and reasonable efforts.

The Court of Justice of the European Union has held that the exception to the right of withdrawal from contracts for the supply of goods made to the consumer's specifications is inherent to the very subject matter of such contracts, and therefore this exception can be invoked against the consumer regardless of whether or not the seller has begun the performance of the contract. [ABSTRACT FROM AUTHOR]

There is recent English and Australian authority that, where a contract is breached, a claim for specific performance may be maintained even though a claim for damages is statute-barred. This article contends that this authority is wrong. The correct view is that, once the claim for damages for breach of contract is no longer maintainable, the claim for specific performance to remedy that breach is also not maintainable. [ABSTRACT FROM AUTHOR]

Since 1969, the music festival remains a staple of American musical culture, and in order to meet consumer demands, today's music festival promoters rely on radius clauses ancillary to the performance agreements that they use with artists. These radius clauses limit artists' ability to perform at other music festivals and concerts within a specified temporal and geographic radius of the contracted music festival. Beginning in 2010, legal challenges have alleged that broadly defined radius clauses used by music festival promoters violate Section 1 of the Sherman Antitrust Act. This Note contends that radius clauses which limit artists from performing beyond the festival's geographic market and fail to distinguish between festivals and concert performances should be considered unreasonable restraints of trade in violation of the Sherman Antitrust Act, because such radius clauses restrict more competition than is necessary to protect the festival promoter's legitimate objectives. [ABSTRACT FROM AUTHOR]

In Chinese Contract Law, the defense of insecurity is an important legal system governing remedies for prospective non-performance, this system also exists in other countries of the civil law. Besides the defense of insecurity, there are other similar systems governing remedies for prospective non-performance: the exceptio non adimpleti contractus and the anticipatory breach. Since they have some similarities in the requirements for their application and legal effects, it is worth making an effort to clarify their relationship. This article shows the distinction between these systems. [ABSTRACT FROM AUTHOR]

The quantitative reduction and loss of Proto-Germanic vowels during the transition from some form of Common North West Germanic to the attested 'Old' languages, such as Old English and Old Frisian, is a complicated process, interfering with morphological restructuring processes. Various reconstructions have been presented, the most extensive one by Boutkan (1995). Scrutiny of the Runic Frisian data, from the period ca. 500–800, shows that especially the apocope of PWGmc *-a and of *-u < PGmc *-ō should be positioned much later in the relative chronology than envisaged by Boutkan. The order that can be derived from the Runic Frisian data reflects a gradual loss of one mora, running in a cline from the least salient to the most salient vowel, which provides a phonetic rationale for the development. This gradual mora reduction can be dated to the period between ca. 500 and 700. This absolute dating can have implications for phonological processes in which root vowels interact with the quality or quantity of the vowel in the following syllable. [ABSTRACT FROM AUTHOR]

The common law doctrine of forbearance emerged in the 19th century and remains part of Australian law, having been recognised by the High Court of Australia on a number of occasions, including most recently in Agricultural & Rural Finance Pty Ltd v Gardiner (2008) 238 CLR 570. The doctrine draws a distinction between an alteration to the mode of performance of a contract and an alteration of the contract itself. This article examines the genesis and ambit of the doctrine. It then considers the doctrine critically and asks whether it has continuing utility. [ABSTRACT FROM AUTHOR]

The fundamental law of contract formation has retained the formalistic character of classical contract law. The offer-and acceptance paradigm fits poorly with modem contracting practice, and it obscures and complicates contract doctrine. More importantly, extending it threatens to produce undesirable results. Instead of the offer-and-acceptance paradigm, this Essay proposes that contract formation be analyzed using the same general interpretive inquiry that governs other questions concerning the intent of contracting parties. Analyzing the processes of contract formation in this manner points the way toward a further-reaching reconsideration of the purposes of contract-formation law in the first place. In particular, this Essay proposes a reevaluation of the rule that parties cannot unilaterally rescind a contract immediately after the law deems it to be formed. Such a rule, too, is largely formalistic. In its place, the Essay offers a rule of contract formation that is more closely tied to the moral and instrumental purposes of contract remedies. [ABSTRACT FROM AUTHOR]

The article focuses on the Queensland court case Beyfield Pty. Ltd. v. Northbuild Construction Sunshine Coast Pty. Ltd., which dealt with performance security in construction contracts. Topics include security against liquidated claims, the Queensland Building Services Authority Act 1991, and the enforcement of construction contracts.

Reliance plays a central role in contract law and scholarship. One party relies on the other's promised performance, its statements, or its anticipated entry into a formal agreement. Saying that reliance is important, however, says nothing about what we should do about it. The focus of this Essay is on the many ways that parties choose to protect reliance. The relationship between what parties do and what contract doctrine cares about is tenuous at best. Contract performance takes place over time, and the nature of the parties' future obligations can be deferred to take into account changing circumstances. Reliance matters in this context since one or both of the parties might want to rely on the continuity of the arrangement; but they might also want the flexibility to adapt as new information becomes available. If one party has the discretion to react (terminating or adjusting quantity, for example), the other party can confront the decisionmaker with a price reflecting its reliance. That price need bear no relationship to the formal remedies of contract law. The Essay also considers other roles of reliance, including how it is used to determine compensation following excused performance, to trigger the irrevocability of an offer, and to validate information in a particular type of complex transaction--a corporate acquisition. [ABSTRACT FROM AUTHOR]

This Article argues that a cornerstone assumption of contemporary contracts scholarship is misleading and limited. Leading academic commentary explicitly assumes that contractual responsibilities are determined in the following way: parties determine many of their duties ex ante, by specifying terms at the time of contract formation, and leave the rest of the terms vague, for a court to specify ex post if any should prove important. This ex ante / ex post dichotomy is the guiding framework in attempts to understand contract design and interpretation. For example, parties use terms like "merchantable" quality when the cost of being more specific up front is higher than the cost of relying on a court to later elaborate its meaning. Yet this dichotomy obscures a third, "real-time" approach to contracting: parties frequently leave terms unspecified and delegate ongoing determination to someone other than a court. This Article identifies this phenomenon, which can be called--as opposed to ex ante and ex post--"ex tempore" contracting. Using a unique cache of data only recently made available, this Article explores ex tempore contracting through a novel dispute management system now prevalent in the construction industry called a "dispute board." These expert panels radically reduce the cost and frequency of litigation by determining the parties' responsibilities whenever the parties wish, including in the course of performance. Ex tempore contracting is not merely a dispute resolution system for the construction industry. Ex tempore contracting is also essential to the massive financial derivatives market and countless other transactions. This Article develops important insights for judicial interpretation of contracts and the scholarly analysis thereof. For example, the possibility of ex tempore contracting casts doubt on the wisdom of information-forcing penalty defaults and urges courts to enforce ex tempore contracting clauses much more often than they currently do. [ABSTRACT FROM AUTHOR]

In Clark v Macourt the High Court was required to determine the correct basis for quantifying the sum to which the innocent buyer of a fertility clinic sold by deed was entitled after the seller provided defective donor sperm as part of the assets of that business. In the unusual factual circumstances that arose, the Court's majority awarded the buyer the full cost of replacing the defective sperm at the date of breach even though this award left her in a significantly better financial position than she would have been in had the breach not occurred. This case note provides a qualified defence of this decision. A distinction between substitutionary and compensatory contractual money awards is proposed and certain implications of recognising this distinction, particularly in regard to the so-called 'avoided loss rule of mitigation', are outlined. [ABSTRACT FROM AUTHOR]

The article focuses on the need for contractual certainty in Great Britain in 2014. Topics include the interpretation of contracts, implied terms, and the implication of terms. Information is provided on the British court case Aston Hill Financial Inc. v. African Minerals Finance Ltd., mandatory payment provisions, and the duties of agents in financing structures.

The article focuses on the New South Wales Supreme Court case EGL Management Services v. Northern SEQ Distributor-Retailer Authority, which dealt with the breach of contract obligations under New South Wales law. Topics include the breach of contract for lack of contractual performance, unconditional guarantees in contracts, and contractual indemnity.

Copyright of Pandectele Române is the property of Wolters Kluwer Romania and its content may not be copied or emailed to multiple sites or posted to a listserv without the copyright holder's express written permission. However, users may print, download, or email articles for individual use. This abstract may be abridged. No warranty is given about the accuracy of the copy. Users should refer to the original published version of the material for the full abstract. (Copyright applies to all Abstracts.)

The article focuses on the vesting of personal property under the Commonwealth Personal Property Securities Act of 2009 and the Commonwealth Corporations Act of 2001. Topics include the vesting of security interests during bankruptcy, voluntary bankruptcy administration, and the nonperformance of security interests for personal property.

Despite different historical traditions, previous research demonstrates a convergence between regulatory approaches in the United Kingdom and Norway. To understand this convergence, this article examines how different policy traditions influence the legal obligations of performance standards regulating web content for use by persons with disabilities. While convergence has led to similar policy approaches, I argue that national policy traditions have an impact on how governments establish legal obligations for standards compliance. The analysis reveals that national policy traditions influenced antidiscrimination legislation and the capacity and authority of regulatory agencies, which impacted the diverging legal obligations of standards in the United Kingdom and Norway. The analysis further suggests that policy actors mediate the reciprocal influence between national policy traditions and regulatory convergence mechanisms. Copyright © 2014 John Wiley & Sons, Ltd. [ABSTRACT FROM AUTHOR]

The article focuses on the Australian court case KNN Coburn LLP v. GD City Holdings Ltd., which dealt with the breach of natural justice. Topics include the failure to deal with limitation of liability clauses, material breaches of natural justice, and the failure to acquiesce to a previously decided upon timetable for construction.

The article focuses on the evolving role of central banks in promoting financial stability while reducing systemic risk. Topics include the evolution of powers and functions by central banks, the operation of payment systems, and risk management by central banks. Information is provided on the management of national debt.

The article focuses on the Australian court case Cordon Investments Pty. Ltd. v. Lesdor Properties Pty. Ltd., which dealt with contract completion and the waiver of performance in building contracts. Topics include the repudiation of building contracts, the authority to terminate contracts, and the implied duty to act in good faith.

Highlights: [•] Decoupled payments are widespread agricultural policy instruments. [•] Decoupled payments may affect production decisions in different ways. [•] The size of their impact has relevant implications also for trade negotiations. [•] Both static and dynamic issues are discussed within a general theoretical framework. [Copyright &y& Elsevier]

The article focuses on the doctrine of frustration and risk allocation in New Zealand in 2013. Topics include the impact of the global financial crisis on frustration, contractual performance enforcement, and common law in New Zealand. Topics include the awarding of 'just solutions,' the classification of implied terms, and the foundation of contracts.

This Article provides a new way of organizing and thinking about one of the most important, useful, and ubiquitous—yet misunderstood, neglected, and underdeveloped—areas in all of law: remedies. Even though remedial issues are present in every case, too little theoretical attention has been paid to them, leaving a wide array of remedial doctrines—from injunctions to declaratory decrees, punitive damages to contempt, and unjust enrichment to specific performance—in search of a unifying theory. This Article offers such a theory. Specifically, it argues that the broad array of seemingly distinctive remedies, operating over diverse subject matter areas, can be organized and just~fled by way of four distinct but related remedial principles. the principles of restoration, retribution, coercion, and protection. Each principle focuses on either the victim or the wrongdoer, and does so from either an ex ante or ex post perspective. These principles, in turn, allow one to organize and unique a large swath of seemingly unique and unrelated remedies under a broad conceptual umbrella. More importantly, however, by showing that seemingly idiosyncratic remedies reflect larger remedial principles, it is my hope that this Article-by identifying and exploring the relationship between and among these principles-can help judges, practitioners, and policy makers think more clearly about what they are doing, as a descriptive matter, and ought to be doing, as a normative matter, when awarding and justifying any particular remedy—a matter they must consider no less frequently than in every single case. [ABSTRACT FROM AUTHOR]

For many critical aspects of family life, all the world truly is a stage. When a parent scolds a child on the playground, all eyes turn to watch and judge. When an executive's wife hosts a work party, the guests are witness to traditional gender roles. And when two fathers attend a back-to-school night for their child, other parents take note of this relatively new family configuration. Family is popularly considered intimate and personal, but in reality much of family life is lived in the public eye. These performances of family and familial roles do not simply communicate messages to others. They are also central to the deep structure of family law. Drawing on sociological and feminist theory, this Article argues that iterated, everyday performances are performative--that is, they create and then maintain collective understandings of mother, father, child, and family itself. The law plays an integral role in this by imbuing the performances with legal salience to define the categories at the heart of family law. This Article terms this dynamic process "performative family law." Aspects of this mutually constitutive relationship between performance and family law are deeply troubling, raising significant concerns for core areas of doctrine, policy, and theory. First, family law's prevailing approach to defining familial categories is normatively narrowing because legal actors tend to give effect only to traditional, dominant images of the family despite seismic demographic changes in family form. Second, the obscuring effects of the public face of the family often warp the policies designed to address family violence, most notably child sexual abuse. Finally, by ignoring the pressure of performance, scholarly debates over the public-private divide are incomplete and have failed to explain why the concept of family privacy retains such enormous appeal. In response, this Article proposes a new framework for family law that decenters dominant performances and provides an alternative means to define familial categories and counter family violence. It is not possible or even desirable to eliminate performativity entirely, but it is important to resist its more troubling aspects. A denaturalizing framework promises a more pluralistic approach to the emerging demographic transformation of the family and deeper engagement with the variety of family life today. [ABSTRACT FROM AUTHOR]

The article discusses the use of unilateral variation in construction contracts as of May 2013, focusing on a comparative analysis of the construction industry laws in the U.S. and Great Britain. Other topics include change orders, as well as contract performance and modification rules. English contract law and Section 3(2)(b)(i) of the nation's Unfair Contract Terms Act 1977 are mentioned, along with contract limitations and variation clauses.

The article discusses the Great Britain Technology and Construction Court's ruling in the 2012 case UK Highways A55 Ltd. and Others v. Hyder Consulting Ltd. and Another (in voluntary members liquidation) which deals with British construction laws and a design, build, finance and operate (DBFO) contract. Good faith, performance, and Particulars of Claim are addressed in relation to the British construction industry.

When a business licenses a trademark, transactional lawyers regularly advise that if the trademark licensor files for bankruptcy, the licensee could be left without a right to use the mark and with only a bankruptcy claim for money damages against the licensor. Indeed, the ability of a trademark licensor to reject a trademark license and to limit a licensee's remedies to a dischargeable claim for money damages has been a significant risk for licensees for twenty-five years based on the Fourth Circuit case, Lubrizol Enterprises, Inc. v. Richmond Metal Finishers, Inc. This result is grounded in the Bankruptcy Code prohibition on remedies of specific performance for non-debtor parties to rejected contracts and is in accord with Bankruptcy Code policy of affording debtors an opportunity to reorganize free of burdensome contracts. In the summer of 2012, however, the Seventh Circuit, in its decision Sunbeam Products, Inc. v. Chicago American Manufacturing, LLC, held that a non-debtor trademark licensee retains rights to use licensed trademarks following rejection of the contract by the debtor-licensor. The decision, derived from a pre-Bankruptcy Code paradigm for understanding the rights of non-debtors under rejected executory contracts that convey interests in property, creates a circuit split over the implications of trademark license rejection. This article asserts that the Sunbeam Products case misconstrues the rights of a trademark licensee as a vested property right and is therefore incorrect under both the holding of the Lubrizol case and the pre-Bankruptcy Code paradigm on which the Sunbeam Products case relies. [ABSTRACT FROM AUTHOR]

The large, modern business corporation is frequently organized as a complex cluster of hundreds of corporate subsidiaries under the common control of a single corporate parent. Our Article provides new theory and supportive evidence to help explain this structure. We focus, in particular, on the advantages of subsidiary entities in providing the option to transfer some or all of the firm's contractual rights and obligations in the future. The theory not only sheds light on corporate subsidiaries but also illuminates a basic function of all types of legal entities, from partnerships to nonprofit corporations. We show that when, as is common, some of a firm's key assets are contractual, both the firm's owner(s) and its contractual counterparties are exposed to the risk of opportunism relating to the assignment of the contracts. The owner faces opportunistic holdup by counterparties if counterparty consent is required to assign contracts in a sale of the entire firm. The firm's counterparties, in turn, are exposed to opportunistic assignment if the owner can freely assign contracts without consent. This bilateral opportunism problem can be mitigated through bundled assignability: the owner is permitted to assign her contracts freely but only as a bundle. The components of the bundle of contracts (which constitute much of the firm itself) provide assurance of performance to counterparties. And free transferability, in turn, gives the owner liquidity without risk of holdup. Most importantly--and least appreciated in the literature and the case law--bundled assignability increases the owner's incentive to make valuable investments in the firm. We explain why legal entities provide the simplest, most reliable means of creating bundled assignability. Further, we support our analysis with the first empirical study of assignment clauses in commercial contracts. Firms, we show, commonly provide for bundled assignability in their contracts, and they use legal entities to define the boundaries of transferable bundles. This suggests that our theoretical model accurately captures the motivations of contracting parties in practice. [ABSTRACT FROM AUTHOR]

This Article critically examines the interrelationship between substantive copyright protections and the remedies available for infringement. Drawing from constitutional remedies scholarship and poststructural theories of performativity, it argues that a court's awareness of the likely remedy award in a particular dispute -- combined with its normative view of how future actors should address similar disputes -- "reaches back" and shapes the determination of the parties' respective rights. Copyright scholars have long sought to limit the availability of injunctive relief, and several recent court decisions have adopted this reform. For example, in Salinger v. Colting the Second Circuit vacated a preliminary injunction against a critical reinterpretation of The Catcher in the Rye, setting forth a new preliminary injunction standard that expressly requires a court to consider the First Amendment interests of the parties and the public. In the same opinion, however, the court in a single paragraph affirmed "in the interest of judicial economy" the district court's widely derided rejection of Fredrik Colting's fair use defense. This Article suggests that this was no coincidence. It demonstrates that limits on available remedies have the potential to lead to the expansion of substantive rights, further entrenching dominant interests within the copyright system under the guise of protecting free speech and expression. [ABSTRACT FROM AUTHOR]

The article discusses property law, contracts for the sale of land, and the estoppel legal theory in relation to the Great Britain Court of Appeal's ruling in the case Keay v. Morris Homes (West Midlands) Ltd. and Section Two of the nation's Law of Property (Miscellaneous Provisions) Act 1989. Void contracts, partial performance of a contract, and collateral contracts are also addressed. Contract performance is examined in the case Tootal Clothing v. Guinea Properties Management Ltd.

The article focuses on copyright law in the U.S. in 2013. Topics include the U.S. Copyright Act of 1976, the Copyright Clause of the U.S. Constitution, and copyright law interpretation. Information is provided on performance rights under copyright, confusion about copyright protection, and copyright infringement.

The article focuses on information duties about received payments for distribution of financial products under German law. Topics include financial disclosure requirements, the ban on commission-based sales of retail investment products, and the implementation of advisor charging. Information is provided on kickback payments and the duties investment advisors.