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TABLE OF CONTENTS Introduction 215 I. The U.N. Sales Convention: A "Milestone in Legal History" 220 A. The Convention as Supreme Federal Law 220 B. Scope and Significance 223 C. [...]

This conference is concerned with the long-term consequences of the sovereign debt crisis in the eurozone. These are potentially quite dire, as is clear from some of the doomsday scenarios [...]

I INTRODUCTION Implied terms are found in most, if not all, contracts. Parties do not, and cannot, expressly provide for all events that may arise in the course of their [...]

INTRODUCTION I. THE PROBLEM OF UNFAIR TERMS A. Unfair Terms B. Three Solutions 1. The most reasonable term 2. The most unfavorable term 3. The minimally tolerable term II. MINIMALLY [...], Various doctrines of contract and consumer protection law allow courts to strike down unfair contract terms. A large literature has explored the question which terms should be viewed as unfair, but a related question has never been studied systematically--what provision should replace the vacated unfair term? How should a distributively unfair contract be fixed? This Article demonstrates that the law uses three competing criteria for a replacement provision: (1) the most reasonable term; (2) a punitive term, strongly unfavorable to the overreaching party; and (3) the minimally tolerable term, which preserves the original term as much as is tolerable. The Article explores in depth the third criterion--the minimally tolerable term--under which the smallest intervention that is necessary is applied This criterion, which has received no prior scholarly notice, is surprisingly prevalent in legal doctrine. The Article surveys its ubiquity and explores its conceptual and normative underpinnings.

[Financial institutions operating in multiple jurisdictions are vulnerable to extraterritorial jurisdictional claims, especially under United States anti-money laundering and economic sanctions laws. A survey shows that banks licensed in Australia [...]

[In 2010, the Commonwealth Parliament passed legislation implementing a national consumer law, the Australian Consumer Law ('ACL'). These reforms include a regime regulating unfair terms in standard form consumer contracts, [...]

A. INTRODUCTION Clauses in contracts which specify that all disputes will be decided by arbitration have become common both in transactions between commercial parties and also in contracts with consumers. [...]

INTRODUCTION I. THE CONTRACTS II. DRAFTING OF BOILERPLATE III. ECONOMIC POWER A. Lower-Tier Contracts B. Sellers' Power Due to Switching Costs C. Bankruptcy IV. THE EXCEPTIONS: DEVIATIONS FROM THE BOILERPLATE [...]

INTRODUCTION I. Two CASE STUDIES A. The Case of the Pari Passu Clause 1. Patterns in the Data 2. Responsiveness to Shocks 3. The Form that the Market's Response Eventually [...]

In my view, the scholarship presented at this symposium demonstrates that, in order to analyze form contracts and boilerplate successfully, one must carry out a set of operations that embodies [...]

Thanks to the vision of Omri Ben-Shahar and the excellence of the scholars contributing to this symposium, students of the law of commercial exchange transactions will now understand how important [...]

TABLE OF CONTENTS INTRODUCTION I. SEGMENTATION OF CONSUMERS A. Screening Consumers Out B. Price Discrimination 1. Beneficial Terms 2. Complexity 3. Dependency 4. Price Discrimination and Competitive Pressures 5. "Drawing" [...]

TABLE OF CONTENTS INTRODUCTION I. CONFLICT, COORDINATION, AND COMMUNICATION IN BARGAINING II. THE SIGNALING FUNCTIONS OF BOILERPLATE A. Signaling Character 1. Affirmative Signals 2. Responsive Signals B. Signaling Group Identity [...]

TABLE OF CONTENTS INTRODUCTION I. THE E-STANDARD-FORM ENVIRONMENT A. Do Consumers Read Their E-Standard Forms? B. Can Market Pressure Discipline E-Businesses? II. THE POTENTIAL BENEFITS OF MANDATORY WEBSITE DISCLOSURE III. [...]

TABLE OF CONTENTS INTRODUCTION I. PROBLEMS WITH BOILERPLATE A. Assent B. Readability C. Fragmentary Contracts D. Choice II. CREDIT CARD ACCOUNT AGREEMENTS A. Context B. Ramifications III. RESPONDING TO PROBLEMS [...]

I. ADVANTAGE-TAKING AND BOILERPLATE II. COLLUSION AND STANDARDIZED TERMS III. FINE PRINT AND WEAK PATERNALISM IV. FINE PRINT AND SIGNAL DAMPENING CONCLUSION The warranty that comes with your laptop computer [...]

TABLE OF CONTENTS I. EXPLAINING ONE-SIDED CONTRACTS II. A SIMPLE MODEL III. POSITIVE AND NORMATIVE IMPLICATIONS IV. ALTERNATIVE INFORMATION-BASED EXPLANATIONS The usual assumption in economic analysis of law is that [...]