Contract law Books

Book SynopsisContract law is increasingly used to serve regulatory purposes considered beyond the reach of private law. This Handbook explores a range of modern practices that are not typically treated in standard expositions of this area. By exploring these phenomena, it reveals the changing role of regulatory private law in a globalised legal world - one where distinctions between public and private law, hard law and soft law, and rule making and contracting have become increasingly blurred. Contributors explore key examples drawing on an extensive range of private law. The book pays close attention to the use of codes of conduct to coordinate and steer behaviour in business-to-business and business-to-consumer relationships, concerning health and safety, environment, and employment conditions. It also examines the formation of contractual `networks', such as franchises, to regulate multi-party trade relationships, and the application of contracts and contract law to secure business and consumer compliance with public standards. With its global reach and detailed research, this Handbook will appeal to academics exploring the potential of new law making methods and practitioners looking to gain insight into emerging approaches to private law.Contributors include: A. Beckers, R. Brownsword, R.R. Condon, D. Leczykiewicz, M. Mataija, M.-C. Menting, H.-W. Micklitz, C. Mitchell, M. Namyslowska, E.T.T. Tai, R. van Gestel, P. VerbruggenTrade Review'In his seminal work Regulating Contracts, Hugh Collins used an interdisciplinary approach to explore the purposes and effects of legal regulation of contractual relationships. Contract and Regulation takes up the issue from a different perspective. In exploring the three phenomena of ''codes of conduct'', ''networks'', and ''compliance'' the nine chapters of the book analyse the regulatory space in a ''bottom-up'' approach. Thus, the self-governing practices of contractors take centre stage, while the resulting repercussions on regulatory contract law legislation and adjudication are promising.' --Gralf-Peter Calliess, University of Bremen, Germany'This fine collection of essays challenges orthodox contract law thinking by offering evidence of how the boundary between contracting and contract law making is rapidly becoming porous, and by indicating how this must affect our understanding of what contract law is.' --Martijn Hesselink, University of Amsterdam, the NetherlandsTable of ContentsContents: Introduction - Contract and Regulation: Changing Paradigms Part I Codes 1. Industry Codes of Conduct, the Foundations of Contract Law and Regulation: a Bottom-Up Perspective Marie-Claire Menting 2. Corporate codes of conduct and contract law: A Doctrinal and Normative Perspective Anna Beckers 3. EU Internal Market Law and Codes of Conduct, Mislav Mataija Part II Networks and Relations 4. From ‘The Law of A and B’ to Productive Learning at the Interfaces of Contract Rónán Condon 5. Network Commercial Relationships: What Role for Contract Law? Catherine Mitchell 6. Networks and Informal Contract Law Eric Tjong Tjin Tai Part III Compliance 7. Monitoring Compliance with Contracts and Regulations: Between Private and Public Law, Monika Namyslowska 8. Private Regulatory Standards in Commercial Contracts: Questions of Compliance Paul Verbruggen 9. Private Regulation, Compliance and Reviewability of Contracts Dorota Leczykiewicz Index

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Book SynopsisIn this volume, Victor Goldberg reassesses a collection of key contract law doctrines, largely through original economic analyses of well-known cases involving sophisticated parties. The results are thoughtful and provocative. They leave the impression that the law might produce more efficient consequences if contractual liability were more restrictive. Contracts teachers may well teach these and other cases differently after reading Goldberg's chapters.'- Steven J. Burton, The University of Iowa, US'This book offers valuable insights and new perspectives on the often thorny problems of contract law as it can - and does - affect 'sophisticated parties'. Lawyers as well as academics on both sides of the Atlantic will welcome the important contribution made here to the ongoing debates which rage continually within this core area of the law.'- Phillip Taylor MBE and Elizabeth Taylor, The Barrister MagazineContract law allows parties to set their own rules within constraints. It provides a set of default rules and if the parties do not like them, they can change them. Rethinking Contract Law and Contract Design explores various long-standing contract doctrines, casting them in a new and compelling light by focusing on the economics of contractual relations.Building upon and extending the arguments set forth in his acclaimed book Framing Contract Law, Goldberg revisits many of the seminal contract cases and places those decisions under close scrutiny, challenging readers, by means of forensic exploration of records, briefs, and other materials, to reconsider their conclusions. Split into four parts, the author examines direct damages, consequential damages, the excuses doctrines (including impossibility, impracticability and frustration), and offer and acceptance.Asking the questions that often go unasked, and challenging the assumptions silently accepted by the majority, one of Goldberg's many insightful observations, and an underlying thread to the book, is that achieving an economic understanding of contract design will illuminate both contract doctrine and contract interpretation.Written with clarity and poise, Rethinking Contract Law and Contract Design is set to ignite plenty of debate amongst contract scholars and contract drafters, and provides the anvil upon which future generations of contract thinking can be forged. Contract scholars and students interested in exploring new perspectives on the topic will find this to be an essential read, as will contract lawyers and judges.Trade Review‘In this volume, Victor Goldberg reassesses a collection of key contract law doctrines, largely through original economic analyses of well-known cases involving sophisticated parties. The results are thoughtful and provocative. They leave the impression that the law might produce more efficient consequences if contractual liability were more restrictive. Contracts teachers may well teach these and other cases differently after reading Goldberg’s chapters.’ -- Steven J. Burton, The University of Iowa, US‘This book offers valuable insights and new perspectives on the often thorny problems of contract law as it can – and does – affect ‘sophisticated parties’. Lawyers as well as academics on both sides of the Atlantic will welcome the important contribution made here to the ongoing debates which rage continually within this core area of the law.’ -- Phillip Taylor MBE and Elizabeth Taylor, The Barrister MagazineTable of ContentsContents: 1. Introduction PART I. Direct Damages 2. The Reliance-Flexibility Tradeoff and Remedies for Breach 3. Assessing Damages: Now or Then? 4. The Lost Volume Seller Problem and Why Michael Jordan Wasn’t One 5. Six Pennies for Your Thoughts: Freund v. Washington Square Press 6. Freund Through the Looking Glass: Chodos v. West Publishing Co. 7. Cleaning Up Lake River PART II. Consequential Damages 8. The “tacit assumption” and consequential damages 9. Buffalo’s Field of Dreams: Kenford Company v. Erie County 10. The Achilleas: Forsaking Foreseeability PART III. Excuse and Changed Circumstances 11. Excuse Doctrine: The Eisenberg Uncertainty Principle 12. After Frustration: Three Cheers for Chandler v Webster 13. A Precedent Built on Sand: NorCon v. Niagara Mohawk PART IV. Offer and Acceptance 14. Brown v. Cara, the Type II Preliminary Agreement, and the Option to Unbundle 15. Traynor (Drennan) v Hand (Baird): Much Ado About (Almost) Nothing 16. Concluding Remarks Index

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Book SynopsisAs cross-border transactions expand in our contemporary global economy, the significance of comparative contract law is evermore apparent. In addition the role of lawyers in transactional counselling as well as dispute resolution has become increasingly prominent. Appreciation of the principal similarities and differences between the two major subdivisions of Common Law - the United States and the British Commonwealth - and Civil Law - French versus German law - has thus become imperative. This research review endeavours to facilitate such appreciation and will prove an essential reference point for students, researchers and policymakers.Trade Review‘This superb collection includes both classic scholarship on the common law and civil law of contract and recent scholarship that bring the coverage up to the present, including the reception of civil law in China and Japan. Professor Haley has wisely selected essays that illuminate the distinctive features of the common law of contracts and U.S. contract law.’Table of ContentsContents: Introduction John O. Haley PART I Overview 1. E. Allan Farnsworth (2006), ‘Comparative Contract Law’, in Mathias Reimann and Reinhard Zimmerman (eds), Oxford Handbook of Comparative Law, Chapter 28, London, UK and New York, NY, USA: Oxford University Press, 899–935 PART II The nineteenth century development of contemporary contract law 2. A.W.B. Simpson (1975), ‘Innovation in Nineteenth Century Contract Law’, Law Quarterly Review, 91 (2), April, 247–78 3. P. S. Atiyah (1978), ‘Contracts, Promises and the Law of Obligations’, Law Quarterly Review, 94, April, 193–223 4. Roscoe Pound (1938), ‘The Influence of the Civil Law in America’, Louisiana Law Review, 1 (1), November, 1–16 PART III french and german contract law and their influence A. French Contract Law 5. Roscoe Pound (1955), ‘The French Civil Code and the Spirit of Nineteenth Century Law’, Boston University Law Review, 35, 77–97 6. Arthur von Mehren (1955), ‘The French Civil Code and Contract: A Comparative Analysis of Formation and Form’, Louisiana Law Review, XV, 687–711 B. German Contract Law 7. Manfred Pieck (1996), ‘A Study of the Significant Aspects of German Contract Law’, Annual Survey of International and Comparative Law, 3 (1), 111–76 8. Friedrich Kessler (1975), ‘Some Thoughts on the Evolution of the German Law of Contracts – A Comparative Study: Part 1’, UCLA Law Review, 22, 1066–82 9. Manfred Löwisch (2003), ‘New Law of Obligations in Germany’, Ritsumeikan Law Review, 20 (4), 141–56 C. German Legal Science and its Reception 10. Zentaro Kitagawa (1970), ‘Theory Reception – One Aspect of the Development of Japanese Civil Law Science’, Law in Japan: An Annual, 4, 1–16 D. European Contract Law in a Socialist System 11. William Jones (1989), ‘Sources of Chinese Obligation Law’ Law and Contemporary Problems, 52 (3), Summer, 69–99 12. Jing Leng and Wei Shen (2017), 'The Evolution of Contract Law in China: Convergence in Law But Divergence in Enforcement?', in Yui-chien Chung, Wei Shen and Wen-yeu Wang (eds), Private Law in China and Taiwan – Legal and Economic Analyses, Chapter 3, Cambridge, UK: Cambridge University Press, 63–99 PART IV CONTRACTING WITHOUT LAW 13. Stewart Macaulay (1963), ‘Non-Contractural Relations in Business: A Preliminary Study’, American Sociological Review, 28 (1), February, 55–67 14. Takeyoshi Kawashima (1974), ‘The Legal Consciouness of Contract in Japan’, Law in Japan: An Annual, 7, 1–21 PART V Pre- contractural obligation 15. E. Allan Farnsworth (1987), ‘Precontractural Liability and Preliminary Agreements: Fair Dealing and Failed Negotiations’, Columbia Law Review, 87 (2), March, 217–94 16. Reiner Schulze (2005), ‘Precontractural Duties and Conclusion of Contract in European Law’, European Review of Private Law, 6, 841–66 ] 17. Shoji Kawakami (1990), ‘Japan’, in Ewoud H. Hondius (ed.) Precontractural Liability: Reports to the XIIIth Congress International Academy of Comparative Law, Montreal, Canada, 18-24 August 1990, Chapter 13, Deventer, The Netherlands: Kluwer Law and Taxation Publishers, 205, 207–21 PART VI GOOD FAITH 18. Friedrich Kessler and Edith Fine (1964), ‘Culpha in Contrahendo, Bargaining in Good Faith, and Freedom of Contract: A Comparative Study’ Harvard Law Review, 77 (3), January, 401–49 19. Grant Gilmore (1954), ‘The Commercial Doctrine of Good Faith Purchase’, Yale Law Journal, 63 (8), June, 1057–122 PART VII STANDARD FORM CONTRACTS 20. Frederich Kessler (1943), ‘Contracts of Adhesion - Some Thoughts about Freedom of Contract’, Columbia Law Review, 43 (5), July, 629–42 PART VIII DISTINCTIVE FEATURES OF COMMON LAW CONTRACTS A. Consideration 21. Ernest G. Lorenzen (1919), ‘Causa and Consideration in the Law of Contracts, Yale Law Journal, XXVIII (7), May, 621–46 22. Melvin Aron Eisenberg (1982), ‘The Principles of Consideration’, Cornell Law Review, 67 (4), April, 640–65 B. Promissory Estoppel 23. Stanley D. Henderson (1969), ‘Promissory Estoppel and Traditional Contract Doctrine’, Yale Law Journal, 78 (3), January, 343–87 C. The Parole Evidence Rule 24. Arthur L. Corbin (1944), ‘The Parole Evidence Rule’, Yale Law Journal, 53 (4), September, 603–63 D. Conditions 25. Arthur L. Corbin (1919), ‘Conditions in the Law of Contract’, Yale Law Journal, 28 (8), June, 739–68 PART IX IMPOSSIBILTY AND CHANGED CONTRACTS 26. James Gordley (2004), ‘Impossibility and Changed and Unforeseen Circumstances’, American Journal of Comparative Law, 52 (3), Summer, 513–30 PART X Nonperformance and remedies 27. Zentaro Kitagawa (1969), ‘Damages in Contracts for the Sale of Goods’, Law in Japan: An Annual, 3, 43–89 28. Henrik Lando and Caspar Rose (2004), ‘On the Enforcement of Specific Performance in Civil Law Countries’, International Review of Law and Economics, 24 (4), December, 473–87 29. Avery W. Katz (2005), ‘Remedies for Breach of Contract under the CISG’, International Review of Law and Economics, 25 (3), September, 378–96 Index

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Book SynopsisThis comprehensive book offers a thoughtful survey of theories, issues and cases in order to reassess the present vision of contract law. Comparative refers both to the specific kind of methodologies implied and to the polyphonic perspectives collected on the main topics, with the aim of superseding the conventional forms of representation. In this perspective, the work engages a critical search for the fault lines, which crosses traditions of thought and globalized landscapes. Notwithstanding contract's enduring presence and the technicalities devoted to managing clauses and interpretation, the inquiry on the proper nature of contract and its status and collocation within private legal taxonomies continues to be a controversial exercise. Moving from a vast array of dissimilar inclinations, which have historically produced heterogeneous maps of law, this book is built around the genealogies of contractual theoretical thinking; the contentious relationship between private governance and normative regulations; the competing styles used to stage contract law; the concurring opinions expressed within the domain of other disciplines, such as literature and political theory; the tensions between global context and local frames; and the movable thresholds between canonical expressions and heterodox constructions. For its careful analysis and the wide range of references employed, Comparative Contract Law will be a tremendous resource for academics, legal scholars and interdisciplinary experts as well as judges and law practitioners.Contributors include: G. Bellantuono, B.H. Bix, D. Carpi, C.L. Cordasco, C. Costantini, S. Fiorato, J. Gordley, M. Granieri, A. Hutchison, M.R. Marella, G. Marini, P.G. Monateri, F. Monceri, P. Moreno Cruz, H. Muir Watt, F. Parisi, P. Pardolesi, G. SamuelTrade Review'This is a cracking collection of essays, emphasising that comparative law is not simply a matter of comparing jurisdictions, but of tracing history and crossing disciplines too. Comparative Contract Law has something for everybody; the legal theorist, the legal historian, the literary jurist, the international lawyer and the common law contract lawyer. Professor Monateri and his contributors have done the discipline of critical comparative law proud. An essential read for anyone interested in exploring the intellectual parameters of contract law, past and present.' --Ian Ward, Newcastle University, UK'Comparative Contract Law redefines approaches to comparative law by incorporating what might be called ''internal comparative law'', while also exploring transnational law, party autonomy, and the legal environment beyond states and their diverse legal systems. The book is also innovative given its inclusion of comparative studies in law and economics and law and literature, which shows that disciplines that are usually considered to be ''external'' to law are indeed relevant for the assessment and for the reform of law.' --Sebastian McEvoy, University of Paris Ouest Nanterre La Defense, FranceTable of ContentsContents: Introduction PART I CONTRACT LAW: THEORIES AND GENEALOGIES 1. Theories of Contract Law Brian H. Bix 2. In Defense of Roman Contract Law James Gordley 3. The Authoritarian Theory of Contract Pier Giuseppe Monateri 4. Contract and the Comparatist: Should We Think About Contract in Terms of ‘Contracticles’? Geoffrey Samuel 5. Critical Comparative Contract Law Giovanni Marini 6. Contract Law and Regulation Giuseppe Bellantuono PART II MARKET VALUES AND THEIR CRITIQUES. PRIVATE GOVERNANCE AND NORMATIVE REGULATIONS 7. Enforcing Bilateral Promises: A Comparative Law and Economics Perspective Francesco Parisi, Marta Cenini and Barbara Luppi 8. Spontaneous Order and Freedom of Contract Carlo Ludovico Cordasco 9. “Party Autonomy” Horatia Muir Watt 10. Who is the Contracting Party? A Trip Around the Transformation of the Legal Subject Maria Rosaria Marella 11. Freedom of Contract and Constitutional Values: Some Exceptional Cases from the Colombian Constitutional Court Pablo Moreno Cruz PART III REPRESENTATIONS AND NARRATIVES 12. The Unburiable Contract. Grant Gilmore’s Discontinuous Parabola and the Literary Construction of American Legal Style Cristina Costantini 13. Queering the Contractual Paradigm between Law and Political Theory Flavia Monceri 14. Contracts in Literature: from Doctor Faustus to Vampires Daniela Carpi 15. Women and contracts in Angela Carter’s Postmodern Revision of the Fairy Tale Sidia Fiorato PART IV GLOBAL CONTEXT AND LOCAL FRAMES 16. The Wrecking Ball. Good Faith, Preemption and US Exceptionalism Peter Goodrich 17. Technological Contracts Massimiliano Granieri 18. Contractual Interpretation: The South African Blend Of Common, Civil And Indigenous Law In Comparative Perspective Andrew Hutchison 19. Promissory Estoppel Paolo Pardolesi 20. Party Autonomy in Global Context: An International Laywer’s Take on the Political Economy of a Self-constituting Regime. Horatia Muir Watt Index

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Book SynopsisThe growth of Blockchain technology presents a number of legal questions for lawyers, regulators and industry participants alike. This book identifies the legal challenges posed by cryptocurrencies, smart contracts and other applications of Blockchain, questioning whether these challenges can be addressed within the current legal system, or whether significant changes are required.Chapters assess how Blockchain's many applications will affect different areas of law, including contract, criminal, financial and private international law. Contributors analyse how these fields of law may need to adapt to accommodate Blockchain technology, proposing possible solutions and ways forward. Several chapters are based on the Swiss legal framework as it allows market participants the widest freedom to operate in Blockchains and cryptocurrencies. Overall, this illuminating work highlights the importance of creating a regulatory structure that will allow Blockchain technologies to develop, whilst also ensuring they are not abused. The conclusions of this book are however quite reassuring, with contributing authors suggesting that although disruptive, the challenges brought about by the 'Blockchain revolution' can, for the most part, be effectively addressed within the law as we know it.This book will be a valuable resource for practising lawyers and academic researchers who are interested in understanding more about how legal and regulatory systems will be affected by the implementation of Blockchain technologies.Contributors include: A. Alberini, V. Botteron, C. Boulay, N. Capus, B. Carron, P. Delimatsis, F. Guillaume, O. Hari, B. Homsy, D. Kraus, M. Le Boudec, V. Mignon, T. Obrist, V. Pfammatter, R.A. Pfister, V. Salomon, P. WitzigTable of ContentsContents: Foreword Daniel Kraus, Olivier Hari and Thierry Obrist Introduction Daniel Kraus 1. Blockchains – Perspectives and challenges Vincent Mignon 2. Cutting out the middleman: A case study of blockchain-technology induced reconfigurations in the Swiss financial services industry Pascal Witzig and Victoriya Salomon 3. Aspects of Private International Law Related to Blockchain Transactions Florence Guillaume 4. When Disruptive Meets Streamline: International Standardization in Blockchain Panagiotis Delimatsis 5. How Smart Can a Contract Be? Blaise Carron and Valentin Botteron 6. Aspects of Swiss financial Regulation Biba Homsy 7. The protection of cryptocurrencies’ owner : Selected aspects of Swiss financial market and bankruptcy law in relation to the treatment of cryptocurrencies in bankruptcy proceedings, in particular bitcoin Olivier Hari 8. Blockchains, Smart Contracts, Decentralised Autonomous Organisations and the Law: Perspectives of a Distributed Future: Aspects of Criminal Law Nadja Capus and Maëlle Le Boudec 9. Blockchains: Aspects of Intellectual Property Law Daniel Kraus and Charlotte Boulay 10. Blockchain and Data Protection Adrien Alberini and Vincent Pfammatter 11. Tax Treatment of Cryptocurrency Holders and Miners in the Era of Virtual Currencies from a Multijurisdictional and Swiss Perspective Thierry Obrist and Roland A. Pfister Index

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Book SynopsisThis comprehensive Research Handbook examines the continuum between private ordering and state regulation in the lex mercatoria. It highlights constancy and change in this dynamic and evolving system in order to offer an in-depth discussion of international commercial contract law. International scholars, from a range of jurisdictions and legal cultures across Africa, North America and Europe, dissect a plethora of contract types, including sale, insurance, shipping, credit, negotiable instruments and agency, against the backdrop of key legal regimes commonly chosen in international agreements. These include: the UN CISG, Unidroit PICC, European DCFR and English law. The Research Handbook examines key general principles in commercial contract law, such as interpretation, good faith, remedies for breach and choice of law clauses from an international perspective. It also engages with various emerging aspects of internet contracting, including smart contracts.Scholars and researchers working in the field of contract law, and international commercial contracts more specifically, will find this Research Handbook to be an indispensable guide. Practitioners seeking clear guidance will also benefit from its detailed coverage of specific research questions.Trade Review'This is a much needed book, which brings together scholars from around the world in a collection of essays which contemplate international contracts more broadly. The world needs more research like this, in an age where international approaches cross regional borders and jurisdictions. The contributions are well set out, and allow the reader to see a more pragmatic picture of international commercial contracts. I particularly enjoyed the editors' own chapter on Party Autonomy and will be recommending this to my students of international commercial law.' -- Camilla Baasch Andersen, The University of Western Australia'This fine assembly of chapters, predominantly by South African scholars but also including work from scholars in The Netherlands, the UK and the US, is devoted to a study of contract and commercial law on the international plane. The 17 contributions cover a wide range, both in time and in topic, and bring new insights into current and emerging commercial law issues, as well as alerting the reader to sources of which he or she may have been unaware. I warmly commend this new work.' -- Roy Goode, University of Oxford, UKTable of ContentsContents: List of contributors vii 1 International commercial contracts: autonomy and regulation in a dynamic system of merchant law 1 Andrew Hutchison and Franziska Myburgh PART I GENERAL PRINCIPLES OF CONTRACT LAW 2 On reasonable expectations, interpretive preferences and the ICS principles of interpretation 11 Franziska Myburgh 3 Good faith and the duty to co-operate in long-term contracts 35 Lorna Richardson 4 A lex mercatoria of remedies for breach of contract? 57 Harriët N Schelhaas 5 An EU perspective on contract law harmonisation 86 Bert Keirsbilck 6 Private international law and choice-of-law clauses 110 Faadhil Adams and Thalia Kruger 7 The UNIDROIT Principles of International Commercial Contracts 132 Thomas Krebs PART II MERCHANT CONTRACT FORMS 8 CISG and Incoterms® : reviving the traditions of the lex mercatoria 159 Juana Coetzee 9 Private ordering, dynamic merchant tradition, and the Uniform Commercial Code 181 David L Finnegan 10 A history of English marine insurance law: merchants, their practices, the courts and the law 196 Jeffrey Thomson 11 From the book of lading to blockchain bills of lading: dynamic merchant tradition and private ordering 223 Livashnee Naidoo 12 Negotiable instruments as instruments of payment in international trade 244 Charl Hugo 13 Harmonizing international secured transactions law 262 Reghard Brits 14 Agency law: continuity and change 281 Laura Macgregor PART III NEW FRONTIERS 15 Online contracting in an international commercial context 301 Sieg Eiselen 16 The chimera of smart contracts 328 Manuel A Gomez Index

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Book SynopsisIn this series of chapters on contract damages issues, Victor P. Goldberg provides a framework for analyzing the problems that arise when determining damages, and applies it to case law in both the USA and the UK. In analyzing direct damages, the author treats the problem as pricing the option to terminate. This sheds light on the question of the date at which damages should be measured and the role of post-breach information in damage assessment. It shows how the treatment of the so-called lost volume seller in both countries results in the court constructing an absurd contract, setting an option price with perverse characteristics. Goldberg then considers two questions regarding consequential damages--the enforceability of consequential damages exclusion clauses and whether the lost profits claims of new businesses should be rejected. Contracts professors, judges, lawyers and law students will be inspired by this volume to rethink the law of contract damages.Trade Review‘There is much to recommend this book, particularly if you enjoy having long-held assumptions about a case challenged. Goldberg is to be warmly commended for speaking to an audience beyond the US. I hope that he continues to turn his gaze to English case law (and perhaps beyond) and causes us all to rethink some of the assumptions we operate under.’ -- Katy Barnett, Cambridge Law Journal'Professor Goldberg's book provides a wealth of new insights into the English cases on contract damages, through impressively detailed research that includes the unearthing of new materials. Goldberg notes from the outset that he comes to English law ''as an outsider'' and the lens through which he evaluates the cases rests on a premise that many English contract scholars are unlikely to accept. And yet, as a spur to ''rethinking'' contract damages, this approach makes a provocative and valuable contribution, and I learned a lot from reading the book.' --Andrew Summers, London School of Economics, UKTable of ContentsContents: Introduction Part 1. Direct Damages 1. Reckoning Contract Damages: Valuation Of The Contract As An Asset 2. After The Golden Victory: Still Lost at Sea 3. The Lost Volume Seller, US 4. The Lost Volume Seller, UK 5. British Westinghouse and The New Flamenco: Misunderstanding Mitigation 6. The Middleman’s Damages Revisited 7. Contract Damages when there are Sub-Sales, UK 8. Rethinking Jacob and Youngs v. Kent Part 2. Indirect Damages 9. Victoria Laundry’s Dirty Linen 10. Consequential Damages and Exclusion Clauses, US 11. Consequential Damages and Exclusion Clauses, UK 12. The New Business Rule and Compensation for Lost Profits Bibliography Index

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Book SynopsisThis comprehensive book provides a comparative overview of legal institutions that intersect with everyday life: contracts, unilateral legal transactions, torts, negotiorum gestio and unjust enrichment. These institutions form the core of the Law of Obligations, which is examined in this book from the perspective of all major legal traditions including Civil, Common, Islamic and Chinese law. Offering a critical understanding of the legal regulation of institutions in national legal systems, the book identifies distinct concepts of the law of obligations that emerge from them and explains their underlying motives. The author provides valuable insights into how differently basic legal institutions are regulated across national borders, as well as unveiling the roots of legal institutions of the utmost significance in international trade such as contracts, pre-contractual liability, liability for torts and restitution of unjust enrichment. This book will be a helpful resource for academics and practitioners involved in international litigation and arbitration proceedings concerning contracts, torts and other sources of obligations.Trade Review‘Comparative research is foundational for the understanding of foreign law and of one’s own law, for stimulating legal reform, for harmonizing laws. It may tackle entire legal orders or single issues. Moura Vicente chooses a middle course; in a systematic way he deals with the law of obligations (contracts, torts, restitution) covering a wide range of both common law and civil law systems. His international expertise witnessed by many comparative law publications in Portuguese, is now accessible to a broader community.’ -- Jürgen Basedow, Max Planck Institute for Foreign and International Private Law, GermanyTable of ContentsContents: I Introduction II Contracts III Unilateral legal transactions IV Non-contractual liability V Negotiorum gestio VI Unjust enrichment VII Main concepts of the Law of Obligations VIII The international harmonisation and unification of the Law of Obligations Index

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Book SynopsisElgar Advanced Introductions are stimulating and thoughtful introductions to major fields in the social sciences, business and law, expertly written by the world’s leading scholars. Designed to be accessible yet rigorous, they offer concise and lucid surveys of the substantive and policy issues associated with discrete subject areas.This comprehensive Advanced Introduction provides an overview of contract law and contemporary contract theory. Demonstrating that an understanding of theory and policy is a vital aspect of being an effective practicing lawyer, Brian H. Bix explores the various theoretical approaches which can best explain and justify contract law, arguing for greater critical attention to the connections between contract law theory, practice, and teaching.Key Features: Concise and accessible format Combines analysis of contract doctrine and theory Includes detailed Restatement, UCC and case references Analyses the strengths and weakness of a variety of theoretical approaches Examines contract law formation, interpretation, performance, the right of duties of third persons, and remedies The Advanced Introduction to Contract Law and Theory will be an invaluable resource for students wanting to understand contract law and its theoretical underpinnings. It will also prove an essential guide for scholars seeking an authoritative guide to current doctrine and debates in the field of contract law.Trade Review‘In Advanced Introduction to Contract Law and Theory, Brian Bix has accomplished the rare feat of providing an introduction to both contract doctrine and the normative debates that swirl around that law that speaks to both students and scholars in the field. He manages to clearly explain both the complexities of the law and the difficult theoretical debates that contract doctrine has sparked in ways that will engage beginners and challenge experts in the field.’ -- Nathan B. Oman, College of William & Mary, US‘Doctrine, legal philosophy and law-in-action: to understand contracts, we need all three of these bodies of knowledge. Moreover, we need a willingness to recognize inconsistencies. Add Brian Bix’s talents in each of these areas plus his skill as a writer, and you have a fine book.’ -- Stewart Macaulay, University of Wisconsin-Madison, USTable of ContentsContents: Preface 1. Introduction: theory and practice 2. Formation 3. Interpretation 4. Performance 5. Rights and duties of third parties 7. Contract theory 8. Concluding reflections on contract law and theory Bibliography Index

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Book SynopsisElgar Advanced Introductions are stimulating and thoughtful introductions to major fields in the social sciences, business and law, expertly written by the world’s leading scholars. Designed to be accessible yet rigorous, they offer concise and lucid surveys of the substantive and policy issues associated with discrete subject areas.This comprehensive Advanced Introduction provides an overview of contract law and contemporary contract theory. Demonstrating that an understanding of theory and policy is a vital aspect of being an effective practicing lawyer, Brian H. Bix explores the various theoretical approaches which can best explain and justify contract law, arguing for greater critical attention to the connections between contract law theory, practice, and teaching.Key Features: Concise and accessible format Combines analysis of contract doctrine and theory Includes detailed Restatement, UCC and case references Analyses the strengths and weakness of a variety of theoretical approaches Examines contract law formation, interpretation, performance, the right of duties of third persons, and remedies The Advanced Introduction to Contract Law and Theory will be an invaluable resource for students wanting to understand contract law and its theoretical underpinnings. It will also prove an essential guide for scholars seeking an authoritative guide to current doctrine and debates in the field of contract law.Trade Review‘In Advanced Introduction to Contract Law and Theory, Brian Bix has accomplished the rare feat of providing an introduction to both contract doctrine and the normative debates that swirl around that law that speaks to both students and scholars in the field. He manages to clearly explain both the complexities of the law and the difficult theoretical debates that contract doctrine has sparked in ways that will engage beginners and challenge experts in the field.’ -- Nathan B. Oman, College of William & Mary, US‘Doctrine, legal philosophy and law-in-action: to understand contracts, we need all three of these bodies of knowledge. Moreover, we need a willingness to recognize inconsistencies. Add Brian Bix’s talents in each of these areas plus his skill as a writer, and you have a fine book.’ -- Stewart Macaulay, University of Wisconsin-Madison, USTable of ContentsContents: Preface 1. Introduction: theory and practice 2. Formation 3. Interpretation 4. Performance 5. Rights and duties of third parties 7. Contract theory 8. Concluding reflections on contract law and theory Bibliography Index

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Book SynopsisReflecting the most recent changes in the law, the third edition of this popular textbook provides a fully updated, comparative introduction to the law of contract. Accessible and clear, it is perfectly pitched for international students and courses with a global outlook. Jan Smits’ unique approach treats contract law as a discipline that can be studied on the basis of common principles and methods without being tied to a particular jurisdiction or legal culture. He puts contract law in context by discussing empirical and economic insights. Notable updates include the consequences of Brexit, the implementation of new European directives 1999/770 and 2019/771 as well as coverage of the effect of COVID-19 on contracts.Key features of the third edition include: Introduces key principles by comparing solutions from different jurisdictions, illustrating for students the international nature and substance of contract law Draws from a wide variety of sources including German, English, French and Dutch law, European and international instruments, and examples from Central and Eastern Europe and Islamic contract law, making this an ideal textbook for students across Europe and beyond Focuses on legal method as well as substantive law Attractive and accessible design with text boxes, colour and graphics to help students navigate easily and identify key information. With its innovative approach and engaging design, this textbook has proved an essential companion to introductory courses on contract law across a multitude of jurisdictions.Trade Review‘I found this book impressively clear and readable, not academic or abstract in its approach but tied at every point to examples in English and civil law.’ -- Daphne Perry, The Law SocietyAcclaim for previous editions:Table of ContentsContents: Preface to the third edition PART 1 CONTRACTS 1. Introduction 2. Sources of contract law PART 2 THE FORMATION OF A CONTRACT 3. Offer and acceptance 4. The intention to create legal relations 5. Legal capacity of the parties 6. Formalities PART 3 THE CONTENTS OF THE CONTRACT 7. The party agreement: Interpretation and gap filling 8. The principle of good faith and policing unfair contract terms PART 4 VITIATING FACTORS 9. Defects of consent and misrepresentation 10. Prohibited contracts PART 5 CONTRACTUAL REMEDIES 11. Performance 12. Damages for non-performance 13. Termination of the contract PART 6 CONTRACTS AND THIRD PARTIES 14. Contracts and third parties Index

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Book SynopsisThis comprehensive book will be essential reading for all those involved with fine art, jewellery and specie insurance. David Scully analyses the history, structure and dynamics of the global marketplace for this type of insurance, illustrating key points with real life examples to provide a practical guide to the business. Key features include: Coverage of how insurers determine the value of insured items Examination of relevant legal precedent in the UK and US, including judicial interpretation of exclusions and warranties Explanation of the key risk factors insurers consider, including traditional risks such as fire and theft as well as emerging risks such as defective title, professional liability and fakes and forgeries Specific chapters considering insurance for museums, exhibitions, private collectors, art dealers, jewellers, cash management companies, warehouses, art shippers, and other related businesses. This book will be a valuable resource for insurers in this area, including underwriters, claims professionals and in-house lawyers, and will provide deeper knowledge to lawyers, loss adjusters, insurance brokers and other interested parties. It will also be useful to museum registrars, art dealers and collectors, auctioneers and others, in helping them understand the risks they face.Trade Review'This is a masterly command of the insurance of fine art and jewellery. It is comprehensive, easy to navigate and with excellent case studies which make the whole very readable. It will become compulsory study for a serious underwriter, broker, risk manager or lawyers who advise on insurance although hopefully there will be fewer legal disputes if the book is read in advance.' -- Julian Radcliffe, Chairman, The Art Loss Register, London, UK‘Finally! How exciting to now have a comprehensive resource to put all the esoteric features of the global FAS world into proper historic and technical perspective. What a fantastic resource for those of us in the industry as well as those looking to enter in future.’ -- Jennifer M. Schipf, Global Chief Underwriting Officer, Fine Art & Specie, AXA XLTable of ContentsContents: Preface PART I THE FINE ART, JEWELLERY AND SPECIE INSURANCE MARKET 1. The Fine Art, Jewellery and Specie (FAJS insurance market PART II ART AND PRIVATE JEWELLERY 2. Art and private jewellery 3. Art and private jewellery values 4. Natural perils 5. Terrorism, political and cyber risks 6. Art theft 7. Damage and partial loss 8. Defective title, lenders’ single interest and residual value insurance 9. Professional liability 10. Museums and associated risks 11. Exhibition insurance 12. Art dealers and auctioneers 13. Private risks and high net worth insurance 14. Art storage 15. Art transit 16. Other art risks PART III JEWELLERS BLOCK AND SPECIE 17. Jewellers block 18. Jewellers block: off-premises risks 19. Cash 20. Specie 21. Fidelity and mysterious disappearance PART IV GENERAL REMARKS 22. Know your client, money laundering and ethics 23. Conclusion: the future Glossary Index

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Book SynopsisThis comprehensive book will be essential reading for all those involved with fine art, jewellery and specie insurance. David Scully analyses the history, structure and dynamics of the global marketplace for this type of insurance, illustrating key points with real life examples to provide a practical guide to the business. Key features include: Coverage of how insurers determine the value of insured items Examination of relevant legal precedent in the UK and US, including judicial interpretation of exclusions and warranties Explanation of the key risk factors insurers consider, including traditional risks such as fire and theft as well as emerging risks such as defective title, professional liability and fakes and forgeries Specific chapters considering insurance for museums, exhibitions, private collectors, art dealers, jewellers, cash management companies, warehouses, art shippers, and other related businesses. This book will be a valuable resource for insurers in this area, including underwriters, claims professionals and in-house lawyers, and will provide deeper knowledge to lawyers, loss adjusters, insurance brokers and other interested parties. It will also be useful to museum registrars, art dealers and collectors, auctioneers and others, in helping them understand the risks they face.Trade Review'This is a masterly command of the insurance of fine art and jewellery. It is comprehensive, easy to navigate and with excellent case studies which make the whole very readable. It will become compulsory study for a serious underwriter, broker, risk manager or lawyers who advise on insurance although hopefully there will be fewer legal disputes if the book is read in advance.' -- Julian Radcliffe, Chairman, The Art Loss Register, London, UK‘Finally! How exciting to now have a comprehensive resource to put all the esoteric features of the global FAS world into proper historic and technical perspective. What a fantastic resource for those of us in the industry as well as those looking to enter in future.’ -- Jennifer M. Schipf, Global Chief Underwriting Officer, Fine Art & Specie, AXA XLTable of ContentsContents: Preface PART I THE FINE ART, JEWELLERY AND SPECIE INSURANCE MARKET 1. The Fine Art, Jewellery and Specie (FAJS insurance market PART II ART AND PRIVATE JEWELLERY 2. Art and private jewellery 3. Art and private jewellery values 4. Natural perils 5. Terrorism, political and cyber risks 6. Art theft 7. Damage and partial loss 8. Defective title, lenders’ single interest and residual value insurance 9. Professional liability 10. Museums and associated risks 11. Exhibition insurance 12. Art dealers and auctioneers 13. Private risks and high net worth insurance 14. Art storage 15. Art transit 16. Other art risks PART III JEWELLERS BLOCK AND SPECIE 17. Jewellers block 18. Jewellers block: off-premises risks 19. Cash 20. Specie 21. Fidelity and mysterious disappearance PART IV GENERAL REMARKS 22. Know your client, money laundering and ethics 23. Conclusion: the future Glossary Index

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Book SynopsisContract Modifications in EU Procurement Law provides readers with a comprehensive overview of the process of contract modification under European Union (EU) procurement law. The book examines the origin of the regulations pertaining to modifications, the legal grounds for modification and limitations under current rules. In addition, the book outlines the legal effects of carrying out a modification breach under EU law.Key features include: analysis of the criteria which must be met under the EU Public Procurement Directive (2014/24/EU) to ensure a modification is compliant with EU law fresh examination of the EU Court of Justice's decisions in cases relating to contract modifications and Directive 2014/24/EU more widely consideration of contract modifications both from practical and theoretical perspectives. This authoritative book will be a valuable resource for professionals in both the public and private sectors when establishing whether a given modification can be made in practice. It will also serve as an excellent source of knowledge about the modification of a contract in the EU for academics in the areas of commercial and EU law.Trade Review‘Public procurement scholars, with few exceptions, have always been a little scared to address what happens after adjudication, because it seems just an appendix of the core questions related to the procurement procedure. Now, finally, Bogdanowicz’s book gives for the first time a complete, analytical and comprehensive account of such issue, of vital importance in real life. The Author combines his skills as lawyer and academic, offering an original approach which will become a point of reference in contemporary debate.’ -- Mario Comba, University of Turin, Italy'EU public procurement law was traditionally concerned with the award phase. The 2014 Directives brought new EU rules on contract implementation. Piotr Bogdanowicz leads us on the other side of the moon, shedding light on the new rules on contract modifications. This is the first full monograph dedicated to this topic in all its aspects, including remedies. It will not just set the tone for future developments, but will help all procurement professionals to navigate a very new and complex area of the law.' -- Roberto Caranta, University of Turin, Italy'Despite their consolidation in Directive 2014/24/EU; the EU rules on the modification of public contracts continue to pose a wide array of normative and practical difficulties. In this book, Piotr Bogdanowicz systematically and carefully identifies all issues arising from the current rules and proposes functional and smart ways of working around them. This book not only moves the academic discussion forward, but also provides an invaluable resource for practitioners dealing with the modification of public contracts on a day-to-day basis.' -- Albert Sanchez-Graells, University of Bristol, UKTable of ContentsContents Introduction 1. Contract in European Union public procurement law 2. Modification of a contract in the case-law of the Court of Justice of the European Union 3. Contract modification in Directive 2014/24/EU 4. Modification of a contract which is not covered or is only partially covered by the public procurement directives 5. Legal effects of an impermissible modification Conclusions Index

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Book SynopsisFoundations of Public Contracts undertakes an in-depth survey of the foundations of public contracts in three legal systems: American, French, and Brazilian. The comparison of these three systems highlights the legal phenomenon's historical, philosophical, and social origins.The book transcends the functional commonalities to penetrate into how American, French, and Brazilian lawyers think about the essence of government contracts law, the phenomenon of exceptionalism: preferential treatment that public procurement law provides to the state in its contractual dealing with private entities.Comparative public law professors and students will find great value in this exploration of the material sources of public contracts, an area that has heretofore received little attention in legal academia.Trade Review‘I heartily recommend Jose Giacomuzzi’s compelling study, Foundations of Public Contracts. Professor Giacomuzzi has produced a penetrating work comparing the systems of public contract law in three nations: France, Brazil and the United States. He offers striking insights into the dynamics and foundations of these systems, and demonstrates the power of comparative law. He explores with discernment how the three states accomplish common state ends with differing tools. Bravo!’ -- Joshua Ira Schwartz, George Washington University Law School, US‘Comparative law requires knowledge of different national legal orders and to be successfully conducted depends also on historical knowledge. Comparisons should not be snapshots, but narratives. Giacomuzzi’s book is a remarkable and paradigmatic achievement in the field, both as a legal comparison and historical approach. Written with elegance and clarity, it deals with three different traditions in a field of great importance for lawyers and policy makers in our times.’> -- José Reinaldo de Lima Lopes, Universidade de São Paulo, BrazilTable of ContentsContents: 1. A comparative public law approach: setting the tone 2. Black letter rules and formal sources: an overview of exceptionalism 3. Public contracts’ mentalités and ideologies 4. The public law–private law dichotomy in the context of public contracts 5. Liability for sovereign acts: an overview 6. State responsibility in American public contract law 7. France and la responsabilité sans faute 8. Brazil: fato do Príncipe and teoria da Imprevisão 9. Termination for convenience of the government Conclusion to Foundations of Public Contracts References Index

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Book SynopsisIn this series of chapters on contract damages issues, Victor P. Goldberg provides a framework for analyzing the problems that arise when determining damages, and applies it to case law in both the USA and the UK. In analyzing direct damages, the author treats the problem as pricing the option to terminate. This sheds light on the question of the date at which damages should be measured and the role of post-breach information in damage assessment. It shows how the treatment of the so-called lost volume seller in both countries results in the court constructing an absurd contract, setting an option price with perverse characteristics. Goldberg then considers two questions regarding consequential damages--the enforceability of consequential damages exclusion clauses and whether the lost profits claims of new businesses should be rejected. Contracts professors, judges, lawyers and law students will be inspired by this volume to rethink the law of contract damages.Trade Review‘There is much to recommend this book, particularly if you enjoy having long-held assumptions about a case challenged. Goldberg is to be warmly commended for speaking to an audience beyond the US. I hope that he continues to turn his gaze to English case law (and perhaps beyond) and causes us all to rethink some of the assumptions we operate under.’ -- Katy Barnett, Cambridge Law Journal'Professor Goldberg's book provides a wealth of new insights into the English cases on contract damages, through impressively detailed research that includes the unearthing of new materials. Goldberg notes from the outset that he comes to English law ''as an outsider'' and the lens through which he evaluates the cases rests on a premise that many English contract scholars are unlikely to accept. And yet, as a spur to ''rethinking'' contract damages, this approach makes a provocative and valuable contribution, and I learned a lot from reading the book.' --Andrew Summers, London School of Economics, UKTable of ContentsContents: Introduction Part 1. Direct Damages 1. Reckoning Contract Damages: Valuation Of The Contract As An Asset 2. After The Golden Victory: Still Lost at Sea 3. The Lost Volume Seller, US 4. The Lost Volume Seller, UK 5. British Westinghouse and The New Flamenco: Misunderstanding Mitigation 6. The Middleman’s Damages Revisited 7. Contract Damages when there are Sub-Sales, UK 8. Rethinking Jacob and Youngs v. Kent Part 2. Indirect Damages 9. Victoria Laundry’s Dirty Linen 10. Consequential Damages and Exclusion Clauses, US 11. Consequential Damages and Exclusion Clauses, UK 12. The New Business Rule and Compensation for Lost Profits Bibliography Index

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Book SynopsisThis book is the leading account of contract law in England and Wales in relation to implied terms. Implied terms are not only frequently of great importance in litigation, but can assist business parties in planning contracts effectively by allowing them to identify issues over which they do not need to negotiate because they would be content with the terms the law would imply. Distinct commercial advantages of this approach can include savings of management time in negotiating and avoiding trade-off costs demanded by counterparties in exchange for agreeing an express term.This Third Edition has been carefully revised and updated to cover recent developments in the law. Key features include: detailed analysis of the leading cases on contractual terms implied at common law, by statute, by custom, trade usage, course of dealing and in fact. a new section on relational contracts following the case of Yam Seng Pte Ltd v. International Trade Corporation Ltd and its subsequent judicial treatment. This new edition will be an invaluable and appealing resource for all legal practitioners, both in practice and in-house, involved in contract drafting and contract negotiations. It also acts as a helpful reference for scholars and students in the field of contract law.Table of ContentsContents: Preface to First Edition Preface to Second Edition Preface to Third Edition Table of cases Table of statutes and statutory instruments 1 Introduction 2 Some theoretical considerations 3 Terms implied at common law I: general principles 4 Terms implied at common law II: specific instances 5 Terms implied by custom, usage or course of dealing 6 Terms implied by statute 7 Terms implied in fact Bibliography Index

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Book SynopsisSince the introduction of the European Unfair Contract Terms Directive (UCTD), there have been far-reaching developments in the digital landscape which have significantly altered the nature of consumer contracts. This timely book examines the changes that have taken place since the advent of the UCTD and analyses the challenges that they pose for consumers entering online standard form contracts today.Illuminating the ways in which digital technology has revolutionised markets and caused a growing number of traders to transition to online business models, Unfair Contract Terms in the Digital Age assesses how the modern contracting landscape adversely impacts consumers. Chapters explore the manifold risks of digitalisation, addressing issues from the lack of transparency of website terms and conditions to the new reach of mass market operators exerting control over European consumers. Against the backdrop of this digital transformation, the book evaluates the key features of the UCTD, questioning whether the Directive can adequately protect Europe’s online consumers and counter the perils of unfair terms in standard form contracts. This cutting-edge book is an invaluable resource for scholars and students of consumer law, regulation, and public policy. Policy-makers in EU institutions will also benefit from its assessment of unfair terms law in the digital era.Trade Review‘An excellent, timely and thought-provoking piece of scholarship which provides an essential and very welcome addition to the consumer law library.’ -- James Devenney, University of Reading, UK‘Unfair Contract Terms in the Digital Age offers an excellent critical perspective on adaptation and suitability of the impactful rules on unfair contract terms to respond to the challenges brought by digitalisation of the market. A must-read for every consumer, contract and digital law scholar and practitioner.’ -- Mateja Durovic, King’s College London, UK‘Besides a thorough basis for the study of unfair terms legislation in Europe, and arguments for the improvement thereof, this book offers valuable insights in how the underdeveloped transparency requirement could fulfill a pivotal role in protecting online consumers.’ -- Marco Loos, University of Amsterdam, the Netherlands‘Building on an insightful and clear explanation of the law of unfair terms in the online context, this work proposes practical ways to make the legal controls more effective and consistently applied.’ -- Geraint Howells, University of Manchester, UKTable of ContentsContents: Introduction to Unfair Contract Terms in the Digital Age PART I STANDARD FORM CONTRACTS AND ‘UNFAIRNESS’ UNDER THE UCTD 1. Standard form consumer contracts: the background and context 2. The UCTD: background and scope 3. Unfairness under the UCTD and recommendations for a more uniform European Standard PART II THE UCTD AND TRANSPARENCY IN ONLINE CONTRACTS 4. The transparency principle of the UCTD 5. Transparency and the online consumer PART III ENFORCEMENT UNDER THE UCTD AND SUGGESTIONS FOR A REVISED EU-LEVEL APPROACH 6. Enforcement under the UCTD: challenges and limitations 7. The CPC Network and a positive enforcement approach Bibliography Index

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Book SynopsisIn the initial phase, start-ups often overlook the importance of protecting intellectual property (IP) assets in favour of concentrating on the business idea. This can leave the business exposed to both financial and creative risk.This highly practical book highlights the need for start-ups to protect their IP from the outset. It outlines the basics of IP in a start-up context and gives guidance to founders and their advisors in developing a successful IP strategy, including building patent portfolios, contract drafting, financing, due diligence and asset management. Key Features: ‘Best practice’ on IP strategy for start-ups and beyond Guidance on how IP can be protected and how infringements of third-party rights can be avoided Practical advice on the role of IP in valuing and financing a business Review of the the legal ramifications and pitfalls of failing to properly protect IP Accessible writing style and use of illustrative case studies Author team with vast experience of advising start-ups, and consulting on IP matters in mergers and acquisitions transactions. Legal practitioners and auditing and consulting companies will find this an invaluable resource for avoiding the pitfalls during due diligence. Investors and founders of companies will appreciate the practical information on protecting their IP assets and reducing the risk of legal losses.Trade Review‘Each chapter includes helpful examples, practical recommendations and notes of caution. The book, therefore, reaches its aim of raising awareness of the importance of IP for start-ups, providing clear instructions for action as possible for start-ups and their advisors.’ -- Hayleigh Bosher, IPKat.com‘This book has relevance to anyone interested in how IP can be used – and navigated – in the context of start-up companies anywhere in the world. With some strong insights into specific national issues such as inventor rights in Germany, it walks through the basics of IP and then shifts to a thorough and commercially minded review of issues facing new businesses hoping to grow through innovation, using a value-driven IP strategy. I have not seen a book like this before with such a practical level of advice, equally useful to people who support innovative companies, and management itself, from business model creation to intangible asset valuation to the realities of IPO. It is exhaustive, deeply relevant and literally on the money, focusing on how to build value, and how to keep a new business on track. Authored by specialists but totally pragmatic, whether you dip in or read end-to-end, this book showcases a vast amount of practical expertise.’ -- Gwilym Roberts, Kilburn & Strode LLP, London, UK‘Intellectual property rights are one of the most important but also underestimated assets of start-ups. This book gives a comprehensive and practical guide for start-up founders and investors on how to strategically deal with IP to support the value creation by the start-up. The reader will profit from the authors’ vast experience in industry, private practice, academia, start-ups and venture capital. A must-read for every start-up founder and investor!’ -- Beat Weibel, Chief IP Counsel, Siemens AG, GermanyTable of ContentsContents: Preface xvii 1. Basics of intellectual property rights with a focus on start-ups 1 Uwe Schriek, Manuel F Juette and Stefan Golkowsky 2. Basics and development of an IP strategy for start-ups 33 Uwe Schriek 3. Basic principles of the law on inventions and their relevance for start-ups 53 Peter Karge 4. Patenting and spin-offs at universities 92 Werner Mäntele 5. IP rights in start-ups as support when approaching investors in financing rounds 111 thorsten lubinski 6. Contract drafting for start-ups with a focus on IP rights 128 Rainer Gith 7. Protecting future business with a value-driven IP strategy 156 Rudolf Freytag 8 IP management in the start-up lifecycle 192 christina lubinski and christoph viebig 9. Aspects relevant to the valuation of start-ups, with a focus on intangible assets 216 Ashkan Kalantary 10. From IP to IPO – IP rights from the investor’s perspective 236 Daniel Brüggemann Bibliography Index

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Book SynopsisIn the initial phase, start-ups often overlook the importance of protecting intellectual property (IP) assets in favour of concentrating on the business idea. This can leave the business exposed to both financial and creative risk.This highly practical book highlights the need for start-ups to protect their IP from the outset. It outlines the basics of IP in a start-up context and gives guidance to founders and their advisors in developing a successful IP strategy, including building patent portfolios, contract drafting, financing, due diligence and asset management. Key Features: ‘Best practice’ on IP strategy for start-ups and beyond Guidance on how IP can be protected and how infringements of third-party rights can be avoided Practical advice on the role of IP in valuing and financing a business Review of the the legal ramifications and pitfalls of failing to properly protect IP Accessible writing style and use of illustrative case studies Author team with vast experience of advising start-ups, and consulting on IP matters in mergers and acquisitions transactions. Legal practitioners and auditing and consulting companies will find this an invaluable resource for avoiding the pitfalls during due diligence. Investors and founders of companies will appreciate the practical information on protecting their IP assets and reducing the risk of legal losses.Trade Review‘Each chapter includes helpful examples, practical recommendations and notes of caution. The book, therefore, reaches its aim of raising awareness of the importance of IP for start-ups, providing clear instructions for action as possible for start-ups and their advisors.’ -- Hayleigh Bosher, IPKat.com‘This book has relevance to anyone interested in how IP can be used – and navigated – in the context of start-up companies anywhere in the world. With some strong insights into specific national issues such as inventor rights in Germany, it walks through the basics of IP and then shifts to a thorough and commercially minded review of issues facing new businesses hoping to grow through innovation, using a value-driven IP strategy. I have not seen a book like this before with such a practical level of advice, equally useful to people who support innovative companies, and management itself, from business model creation to intangible asset valuation to the realities of IPO. It is exhaustive, deeply relevant and literally on the money, focusing on how to build value, and how to keep a new business on track. Authored by specialists but totally pragmatic, whether you dip in or read end-to-end, this book showcases a vast amount of practical expertise.’ -- Gwilym Roberts, Kilburn & Strode LLP, London, UK‘Intellectual property rights are one of the most important but also underestimated assets of start-ups. This book gives a comprehensive and practical guide for start-up founders and investors on how to strategically deal with IP to support the value creation by the start-up. The reader will profit from the authors’ vast experience in industry, private practice, academia, start-ups and venture capital. A must-read for every start-up founder and investor!’ -- Beat Weibel, Chief IP Counsel, Siemens AG, GermanyTable of ContentsContents: Preface xvii 1. Basics of intellectual property rights with a focus on start-ups 1 Uwe Schriek, Manuel F Juette and Stefan Golkowsky 2. Basics and development of an IP strategy for start-ups 33 Uwe Schriek 3. Basic principles of the law on inventions and their relevance for start-ups 53 Peter Karge 4. Patenting and spin-offs at universities 92 Werner Mäntele 5. IP rights in start-ups as support when approaching investors in financing rounds 111 thorsten lubinski 6. Contract drafting for start-ups with a focus on IP rights 128 Rainer Gith 7. Protecting future business with a value-driven IP strategy 156 Rudolf Freytag 8 IP management in the start-up lifecycle 192 christina lubinski and christoph viebig 9. Aspects relevant to the valuation of start-ups, with a focus on intangible assets 216 Ashkan Kalantary 10. From IP to IPO – IP rights from the investor’s perspective 236 Daniel Brüggemann Bibliography Index

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Book SynopsisThis comprehensive guide covers every stage of organising and teaching a course in contract drafting. With extensive sample course materials, it offers useful tips for building nuance, creative thinking, and experiential learning into contract drafting curricula. Chapters give detailed definitions and examples of core contract concepts including representations and warranties; covenants; conditions; discretionary authority; and declarations. Exploring complex issues such as ethical negotiation, cross-border transactions and the impact of technology on contracts, it presents a nuanced syllabus that can be adapted for courses that focus exclusively on contract drafting as well as those that contain other elements. The book provides tested examples of exercise sets, grading rubrics, sample contracts and peer-to-peer activities, focusing on engaging students in the dynamics of a client interaction. It turns to neuroscience and learning theory to identify effective pedagogical approaches, giving concrete recommendations for how these can be implemented in the classroom.Professors and instructors teaching contract law, as well as any form of transactional practice will find this book invaluable in developing their courses, with expert guidance on how to boost student understanding and engagement.Trade Review‘As soon as the book arrived, I paged through it. It's first-rate. It does a terrific job of teaching professors how to teach contract drafting. It's a much needed resource given the number of professors who teach drafting despite not having a transactional background.’ -- Tina L. Stark, Emory University School of Law, USTable of ContentsContents: Preface 1. Introduction to teaching contract drafting 2. Client meeting simulation: getting started 3. Negotiation preparation 4. Representations and warranties: getting into the facts 5. Covenants: promises, promises 6. Conditions: drafting with care 7. Discretionary authority: crafting provisions that allow for choice 8. Preliminary components: preamble, recitals, words of agreement, definitions, interpretations, and declarations 9. Other substantive provisions 10. General provisions, otherwise known as ‘boilerplate’ 11. International considerations and contract drafting 12. Drafting for a technological age 13. Using proper words and tabulation 14. Neuoroscience and use of creativity in contract drafting 15. The pedagogy of teaching contract drafting 16. Ethics and contract drafting 17. Contract drafting exercises 18. Sample contracts and checklist 19. Answer key 20. References Index

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Book SynopsisThis informative and accessible book reviews the core concepts of contract law and theory from an Anglo-American perspective. Larry A. DiMatteo deftly analyses the key principles, rules and frameworks which have shaped Anglo-American contract law, as well as highlighting important legislative acts that have changed and modernised its development.There is a strong commonality across Anglo-American common law systems; however, there have been several critical fissures that have developed between American and English common law over the past fifty years. DiMatteo adopts a multidisciplinary approach, lucidly explaining these differences from both a theoretical and a practical perspective, using empirical evidence from case studies to support this research. The areas of divergence discussed include the duty of good faith, principle of unconscionability, promissory estoppel, contextual interpretation, and hardship. Introducing key contract law cases, this book will be an essential read for law students and scholars working in the field of commercial law, particularly those with an interest in the theoretical framework and historical context of modern contract law. Trade Review‘The book explores both the English and American common law of contracts, as well as examining the substance and theories of contract law, wonderfully drawing from American and English case law and scholarship. Its narrative of the broad principles of contract law and theory is intermixed with deeper analyses of specific areas of contract law. Professor DiMatteo is not only a world renowned expert on contract law but is also an extraordinary teacher and scholar who admirably covers the book’s broad subject matter. The book will be of great interest to students, scholars, and practitioners in common law and civil law countries!’ -- David P. Twomey, Boston College, US‘Alongside an engaging account of the evolution of Anglo-American contract law – an account rich with doctrinal detail and theory – Larry A. DiMatteo's commentary invites reflection on the flexibility of general legal principles when transactional practices are disrupted. This is a book not only for contract lawyers but also for our technological times.’ -- Roger Brownsword, King's College London and Bournemouth University, UKTable of ContentsContents: Preface PART I FOUNDATIONS 1 Introduction to contract law and theory 2 Contract law across legal traditions 3 Tensions and norms of contract law PART II FORM AND SUBSTANCE 4 Contract and formality 5 Substance of contract law: agreement 6 Substance of contract law: remedies, excuse, and privity 7 Contracts’ regulatory function 8 Contract interpretation PART III CONTRACT TERMS 9 Contract terms and standard form contracting PART IV CONTRACT THEORIES 10 Legal history and theories of legal development 11 Classical contract theory 12 Reliance theory, estoppel, fault, and precontractual liability 13 Theories of contract law 14 Critical theory PART V CONTRACT LAW IN ACTION 15 Law in books and law in action Bibliography Index

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Book SynopsisThis Research Handbook inspires a new vision of contracts, with practical illustrations of how they should be designed, rather than just drafted. The contributors offer a proactive approach, merged with innovative design, to show how contracts can be both user-friendly and legally functional. This ground-breaking work goes beyond the initial drafting and formation of contracts to cover implementation and integration with business infrastructure – including digital processes. Drawing on a multi-disciplinary perspective, it highlights all aspects of the contract lifecycle, using both theoretical and practical scenarios. As well as improved design and communication, the Handbook takes a creative view of the role of emerging technologies, including AI, and how they can increase contract functionality and visualisation. The goals are simplification, clarity about rights and obligations, and the prevention of unnecessary legal problems. Providing an up-to-date analysis of current trends in contract design thinking and practice, this Handbook will be an excellent resource for contract and legal professionals, scholars and practitioners. Entrepreneurs, procurement and sales managers, information designers and technologists will also find the forward-thinking, human-centred approach in this book illuminating and informative. Trade Review‘This volume arrives at a time when dissatisfaction with traditional legalistic forms of contract drafting, and the possibilities of more innovative user-centred modes of contract design, are on the rise.New sub-disciplines often arise through new interactions between established disciplines and contract design is no exception. The inclusion of information designers, alongside leading contracts scholars, is therefore an important positive feature. There is also jurisdictional diversity with chapters outlining developments from Europe, North America, Africa, Asia and Australasia. Contributions from innovative contract design practitioners and consultants further enrich the perspectives in the volume.A key challenge with edited collections is often to capture the range of activity and diversity of voices within a coherent message to readers. The editors have done this admirably and the contributions all show facets of the transformatory potential of contract design, and the reimagination of contracts from mere clarification and risk management documents into processes and outcomes that facilitate understanding, agency and ongoing collaboration for contract users.’ -- Michael Doherty, University of Lancaster, UK‘This Research Handbook is a remarkable effort from a team of top researchers from multiple disciplines to promote contract design. The contributors emphasize that contracts are not only legal tools for lawyers to manage legal risks of their clients, but primarily business tools that create win-win outcomes. Promoting a fresh user-centric approach to make contracts better by design for all stakeholders in the contracting community, this book is recommended to everybody who drafts, designs or implements contracts in business.’ -- Soili Nystén-Haarala, University of Lapland, Finland‘This Research Handbook is a treasure trove of cutting edge research on contract design. With its wide range of topics, the book provides one-stop shopping for all stakeholders in the design process–lawyers, managers, designers, and others who are interested in a user-centric approach to better contracting.’ -- George J. Siedel, University of Michigan, USTable of ContentsContents: Preface xii PART I RETHINKING CONTRACTS: FROM DRAFTING TO DESIGN 1 The many layers and dimensions of contract design 2 Marcelo Corrales Compagnucci, Helena Haapio and Mark Fenwick 2 ‘Contracts are just words’ 19 Tim Cummins 3 Reframing contract design: integrating business, legal, design, and technology perspectives 33 Thomas D Barton, Helena Haapio, Stefania Passera and James G Hazard 4 Designing contracts for human readers 55 Robert Waller 5 Functional or dysfunctional? The language of business contracts in English: an update 75 Christopher Williams 6 Contract transformation: merging drafting and design to meet the needs of human readers 92 Stefania Passera, Emily Allbon and Helena Haapio PART II WHY CONTRACT DESIGN MATTERS: RETHINKING THE BUSINESS AND LEGAL PURPOSE AND FUNCTIONS OF CONTRACTS 7 Rethinking legal requirements: a case study of incomprehensible consumer contracts in the United States 114 Wendy E Wagner 8 Contractual processualization: designing proactive contractual processes to support legal, technical and commercial purposes 134 René Franz Henschel 9 The functional contracting framework: assessing the impacts of contract functions, framing and regulatory focus 158 Anna Hurmerinta-Haanpää 10 Genre blending and contract design 180 Tarja Salmi-Tolonen 11 Contract design beyond the hype: measuring the value 199 Marie Potel-Saville and Mathilde François Da Rocha PART III DESIGNING BETTER CONTRACTS FOR BUSINESS AND LEGAL PURPOSES 12 Contracts and the human factor – hidden fears and tears or mutual success? 221 Tuula Pere 13 Prevention and promotion approaches to contracting: implications for negotiator focus and contract frames on exchange performance and relationships in the digital age 239 Beverly Rich, Libby Weber and Christopher W Bauman 14 Contract simplification – a user-centered approach to contract structure design 258 Milva Finnegan 15 Simple contracting for every step of collaboration/innovation 275 Deepika Jeyakodi and Mirjam E Ros 16 Business contract design via Contract Management operationalized methodology 294 Suvi Hirvonen-Ere PART IV WHEN TEXT ALONE IS NOT ENOUGH: VISUAL CONTRACTS 17 Facilitative contracts with visuals and comics: access to justice and steps for the future 315 Su-Hsien Lee and Camilla Baasch Andersen 18 Employment agreements in comic book form – what a difference cartoons make … 329 Camilla Baasch Andersen and Robert de Rooy 19 Image analysis as a visualization tool – translating contracts into comics 347 Eliisa Pitkäsalo, Anne Ketola, Vaula Haavisto and Laura Kalliomaa-Puha 20 Interpreting images in contracts 365 Vesa Annola, Helena Haapio and Merja Koskela PART V WHAT DOES THE FUTURE HOLD? DESIGNING FOR HUMANS AND MACHINES 21 Simplification and automation: the chicken and egg of contract design? 383 Verity White 22 Engineering consent: using technology to create informed consumers 401 Eliza Mik 23 Digital technology, future lawyers and the computable contract designer of tomorrow 421 Marcelo Corrales Compagnucci, Mark Fenwick and Helena Haapio Index 445

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Book SynopsisEuropean Sales Law: Challenges in the 21st Century contains more than two decades of EU sales law history. In the early 2010s, a full-fledged (optional) EU Sales Law Code was on the agenda. However, this endeavour failed. In 2019 two directives took up the central ideas ? the 2019/770 Digital Content Directive and the 2019/771 Sale of Goods Directive. The digital content part attracted considerably more attention while the sales part was arguably including the more doctrinal and foundational reform of EU Sales Law, first enshrined in the 1999/44 Directive. This volume focuses on the sales reform. After 20 years, the novelties range from more detailed structures to completely new phenomena such as goods with digital components, as well as innovative policies like sustainability in the design of contract law, and finally even a scission within contract law triggered by servitisation. The contributions take up the important aspects of this doctrinal and policy design-oriented reform of EU sales law. The volume thus discusses system building in this renewal, the challenges lying ahead, the lacunae still to be filled and the changes needed to reap the benefits of the (policy) reform. This begins with a much more nuanced typology of goods for sale, including durable or refurbished goods (both with links to sustainability) and goods with digital elements (important for high-performance goods, as well as long-term use). It continues by presenting a changed concept of conformity of goods, including durability, requiring an adaptation with respect to the digital components. Besides, long-term-use related services as well as questions regarding ethical/ecological production processes are also discussed. A side-aspect examined within the book is the subjective versus objective definition of conformity. Additionally, some chapters enquire into the overall network (distribution chains) and its impact on durability, sustainability, good incentive structures, and remedies. The focus on the priority of repair and the (potentially problematic) regime of (rather short) limitation periods, as well as issues regarding the reversal of burden of proof stand out. In a final larger segment, the radical alternative of goods coupled with service or digital elements, as well as the shift from sale of goods to servitisation contracts aimed at putting a certain type of good at permanent, yet revolving, disposal, come under discussion.YESIM M. ATAMER (Prof. Dr. iur and Dr. h.c. (Hamburg University), LLM (Istanbul University)) is Professor at University of Zurich, Faculty of Law, Chair for Private, Commercial, European and Comparative Law. She was previously Professor at Istanbul Bilgi University and is an elected titular member of the International Academy of Comparative Law, the International Academy of Commercial and Consumer Law, Academia Europaea, and the Science Academy, Turkey. Her main areas of research are law of domestic and international sale of goods, comparative consumer and contract law, and regulation in contract law.STEFAN GRUNDMANN (Prof. Dr. iur and Dr. phil., LLM (Berkeley ? University of California)) is Professor at Humboldt University Berlin, Faculty of Law, Chair for Private, Commercial, European, International and Comparative Law. He was previously Professor at Martin-Luther-University Halle-Wittenberg, and Professor at University Erlangen-Nü rnberg, European University Institute (EUI), Florence. He is President of the European Law School (network Berlin/London/Paris/Rome/Amsterdam/Athens/Lisbon/Madrid), of the Society of European Contract Law (2002-22), and of the (German) Gesellschaft fü r Rechtsvergleichung. His main areas of research are German, European and Comparative Contract, Banking and Company Law, Regulation and Pluralist Law Theory.

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Book SynopsisThis important book tackles the problem of inflation in contract law - whether, and to what extent, contract rules should take inflation into account.The book offers an original approach in proposing that the distributive effects of inflation are an important factor in the design of contract rules. The author also finds that the wealth distribution caused by inflation is relevant to the design of contract rules whichever normative perspective of the contract law one adopts. The book draws theoretical and practical implications of the analysis and suggests that different starting points will result in different solutions. Inflation and the Enforcement of Contracts is essential to anyone interested in research or policy making in the area of contract law.Table of ContentsContents: Introduction 1. The Experience of Different Legal Systems with the Enforcement of Contracts during Inflation 2. Economic Analysis 3. The Distributional Approach to Contract Law 4. A Comparison of Economic Analysis of Contract Law and the Distributional Approach to Contract Law 5. The Institutional Competence of Judicial and Legislative Bodies to deal with Enforcement during Inflation Conclusions Bibliography Index

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Book SynopsisNEW in paperback From the Reviews of the hardback edition: This is a fascinating and thought-provoking collection of eight essays...Taken together they represent a coherent and compelling exposition of the English law of obligations...One is left with the picture of an [author] ...who remains a devotee of "practical scholarship" and the deductive technique of the common law and has a grasp on its intricacies second to non." Edwin Peel, The Law Quarterly Review, 1999 "[These essays], all concerned with various aspects of contract, tort and unjust enrichment, are a pleasure to peruse, and a distinct cut above the usual lacklustre collection of past triumphs now beyond their sell-by date. Without exception they are both topical and relevant: ...together they form a readable, scholarly and eclectic mixture of exposition and polemic, of speculation and analysis" Andrew Tettenborn, The Cambridge Law Journal, 1999 "..quite simply the most convincing and complete explanation of the law of obligations that is currently available - the book is thorough, compelling, definitive, and highly important." Paul Kearns, Anglo-American Law Review, 1999 "an extremely important work, produced by a leading academic." David Wright, Adelaide Law ReviewTrade ReviewAndrew Burrows collection mirrors his broad interests in and undogmatic approach to all aspects of basic private law: contract, tort and restitution receive about equal treatment. Stephen A. Smith University of Toronto Law Journal January 2001 [These essays], all concerned with various aspects of contract, tort and unjust enrichment, are a pleasure to peruse, and a distinct cut above the usual lacklustre collection of past triumphs now beyond their sell-by date. Without exception they are both topical and relevant: ...together they form a readable, scholarly and eclectic mixture of exposition and polemic, of speculation and analysis. Andrew Tettenborn Cambridge Law Journal January 2001 This is a fascinating and thought-provoking collection of eight essays Taken together they represent a coherent and compelling exposition of the English law of obligations One is left with the picture of an [author]... who remains a devotee of practical scholarship and the deductive technique of the common law and has a grasp on its intricacies second to none. Edwin Peel Law Quarterly Review February 2003Table of ContentsDividing the law of obligations; solving the problem of concurrent liability; understanding the law of restitution - a map through the thicket; free acceptance and the law of restitution; restitution - where do we go from here?; in defence of tort; legislative reform of remedies for breach of contract; improving contract and tort - the view from the Law Commission.

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Book SynopsisRecently the contract section of the German Civil Code was amended after one hundred years of un-altered existence. The German Law of Contract, radically recast, enlarged, and re-written since its first edition, now details and explains for the first time these changes for the benefit of Anglophone lawyers. One hundred and twenty translated contract decisions also make this work a unique source-book for students, academics, and practitioners. Along with its companion volume, The German Law of Torts, the two volumes provide one of the fullest accounts of the German Law of Obligations available in the English language. Through its method of presentation of German law, the book represents an original contribution to the art of comparison. An additional feature of the Contract volume is the way in which it reveals the growing impact which European Directives are having upon the traditional, liberal, contract model, thereby bringing German and English law closer to each other, especially in the area of consumer protection.Trade Review...a first class authority on contract law not only in the United Kingdom, but all throughout the common law world...the book not only sets out the law as it is today; it also has a strong historic component and shows how developments came about and what their roots are. For a real understanding, but also for teaching purposes, this is extremely valuable and almost indispensable...Common law lawyers will find all familiar aspects of what they expect from a book dealing with contract law. The book even deals with common law institutions unknown to German law...Even for German readers, it would be worthwhile and tempting to discuss almost every topic addressed in The German Law of Contract because the book is not only inspiring for common law lawyers, but for civil law lawyers as well. And what is more, in Germany the book could be, and already sometimes is, used by judges and practitioners to find reasonable advice when deciding their cases. Moreover, it makes an invaluable contribution to the discussions on the emerging European private law. It shows the solutions at which two influential legal systems, and especially their courts, have arrived in difficult cases. It also demonstrates the arguments on which they have relied. I am not aware of a German book on English contract law that reaches the same high scientific level as The German Law of Contract and fulfils at the same time all requirements that the needs of practical application request. The book must be strongly recommended to everyone interested in, and concerned with, contract law as well as comparative law. Professor Ulrich Magnus Tulane Law Review 565 (2006) Translation from German to English: The authors admirably and successfully convey the characteristics of German contract law and make the rich German legal culture accessible to the foreign lawyer. Hans Stoll Rabels Zeitschrift fur auslandisches und internationales Privatrecht 72 (2008)Table of Contents1. Introduction 2. The Formation of a Contract 3. The Content of a Contract 4. Relaxations to Contractual Privity 5. Validity 6. Setting the Contract Aside 7. The Doctrine of the Foundation of the Transaction 8. The Performance of a Contract 9. Breach of Contract: General Principles 10. Breach of Contract-Specific Contracts

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Book SynopsisThis book is a collection of essays examining the remedy of contract damages in the common law and under the international contract law instruments such as the Vienna Convention on Contracts for the International Sales of Goods and the UNIDROIT Principles of International Commercial Contracts. The essays, written by leading experts in the area, raise important and topical issues relating to the law of contract damages from both theoretical and practical perspectives. The book aims to inform readers of current developments, problems, trends and debates surrounding contract damages and reflects an ongoing dialogue on damages among representatives of common law, civil law, mixed and trans-national legal systems. The general issues addressed in the collection include the purpose and scope of damages, the measures of damages, recoverability of losses, methods of limiting damages and the assessment of damages. A special emphasis is placed on the examination of the role of gain-based damages, the meaning and definition of loss, the recoverability of damages for injury to business reputation, the recoverability of legal fees, the rules of mitigation and foreseeability, the dilemma between the 'abstract' and 'concrete' approaches to the calculation of damagesand the relationship between changes in monetary value and the assessment of damages.Trade ReviewThis collection of essays is one result of a conference in June 2007 in Birmingham University's attractive Business School, part of which I had the pleasure of chairing. Their focus is on a traditionally somewhat neglected field, but one of domestic and international significance to which increasing attention has rightly been addressed in recent years.The essays take damages in the widest (perhaps even controversial) sense of the word, with a number of papers tackling the border territory where 'restitutionary damages' may represent an alternative to reliance and expectation measures. This is territory where, since the House of Lords' decision in Attorney General v Blake in 2000, no practitioner can afford to be lost. But the maps are still being written, with academic assistance playing an invaluable role. The courts will for some time be engaged in implementing Lord Steyn's injunction in Blake to hammer out 'on the anvil of concrete cases' exceptions to the general principle that there is no remedy for disgorgement of profits in cases of breach of contract. The whole collection includes essays by a range of distinguished experts which address not only the philosophical underpinning of the law of damages, but also more specifically topics such as the UN Convention on the International Sale of Goods and UNIDROIT principles. Together, these essays represent a valuable, informative and stimulating body of material, for both study and reference. The organisers, Ralph Cunnington and Djakhongir Saidov, are to be congratulated for arranging the conference and marshalling, as a result, a most interesting set of contributions to learning in this important field. Lord Mance 31/10/07 The work is an informative source of information for current developments, problems, trends and debates surrounding contract damages. Anthony Lo Surdo Australian Banking and Finance Law Bulletin Vol 24, No 4 ...there is simply not space to do justice to the volume's many noteworthy contributions... David Winterton Law Quarterly Review Vol 125, April 2009 ...this is certainly a collection of essays worth having in one's library. Tham Chee Ho Singapore Journal of Legal Studies December 2008 The publisher, Hart Publishing, should be complimented for this excellent product...This book goes a considerable way towards opening our eyes to the complexities of the damages question in modern contract law. This is a book for academics and practitioners alike. For those involved in the field it is an important summation of the state of play. Donald Robertson Journal of Contract Law ...a rich, diverse and stimulating body of works that provokes the reader to rethink and rediscover the law of contract damages...The book's meticulous and critical treatment of the law as it stands in different legal systems and under different international instruments will give the reader not only a firm grasp of the current problems, but also a sure foundation for dealing with novel ones as they arise. Pey-Woan Lee Journal of Business Law Volume 5, 2009 ... a highly improving read which should leave even the most demanding remedies buff satisfied. Andrew Tettenborn Bracton Professor of Law, University of Exeter Lloyd's Maritime and Commercial Law QuarterlyTable of ContentsCurrent Themes in the Law of Contract Damages: Introductory Remarks DJAKHONGIR SAIDOV AND RALPH CUNNINGTON Part I The Purpose and Scope of Damages 1 The Law of Damages: Rules for Citizens or Rules for Courts? STEPHEN A SMITH 2 Economic Aspects of Damages and Specific Performance Compared DANIEL FRIEDMANN 3 The Scope of the CISG Provisions on Damages INGEBORG SCHWENZER AND PASCAL HACHEM 4 Using the UNIDROIT Principles to Fill Gaps in the CISG JOHN Y GOTANDA Part II The Measures of Damages 5 The Economic Basis of Damages for Breach of Contract: Inducement and Expectation ANTHONY OGUS 6 Damages and the Protection of Contractual Reliance PETER JAFFEY 7 Are 'Damages on the Wrotham Park Basis' Compensatory, Restitutionary or Neither? ANDREW BURROWS 8 Gains Derived from Breach of Contract: Historical and Conceptual Perspectives STEPHEN WADDAMS 9 The Measure and Availability of Gain-based Damages for Breach of Contract RALPH CUNNINGTON Part III Methods of Limiting Damages 10 The Limitation of Contract Damages in Domestic Legal Systems and International Instruments ALEXANDER KOMAROV 11 No Need to Limit Where There is No Promise? JAN RAMBERG 12 Remoteness: New Problems with the Old Test ADAM KRAMER 13 Hadley v Baxendale v Foreseeability under Article 74 CISG FRANCO FERRARI 14 The Role of Mitigation in the Assessment of Damages HARVEY McGREGOR QC Part IV The Assessment of Damages 15 Expectation Damages: Avoided Loss, Offsetting Gains and Subsequent Events DAVID McLAUCHLAN 16 Damage to Business Reputation and Goodwill under the Vienna Sales Convention DJAKHONGIR SAIDOV 17 Actual Damages, Notional Damages and Loss of a Chance MICHAEL FURMSTON 18 The Market Rule of Damages Assessment MICHAEL BRIDGE 19 Changes in Monetary Values and the Assessment of Damages CHARLES PROCTOR

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Book SynopsisContractual remedies aimed at performance create a well-known rift between common law and civil law traditions, in the one existing in the shadow of damages, whilst in the other regarded as a generally enforceable right following from the contract. Developments in approximation of laws in Europe, in particular in consumer sales law, suggest however that a convergence of these approaches may be within reach. Putting the focus on the contract of sale, which as the most common type of contract may fulfil a leading role in the harmonisation process, this book aims to provide a model for further convergence of European sales laws, engaging with issues of contract theory and comparative law lying at the heart of the process. Independently from this, the comparison between different systems is used in order to highlight particular problems in the remedial schemes of individual systems and to see whether a better solution may be borrowed from elsewhere. Scaling the interests of sellers and buyers as reflected in national laws as well as in uniform sets of rules such as CISG and PECL, a plea is made for a primary position for performance-oriented remedies in the harmonisation of European sales law. In this context, special significance is attributed to the possibility of cure by the seller, which has both practical and conceptual links to the buyer's remedies aimed at performance.Trade Reviewan important addition to the literature this is a book which will be of interest to many, and it deserves to be read widely. Christian Twigg-Flesner Journal of Consumer Policy 2009 The thrust of Vanessa Mak's thesis ... is a very rich comparative analysis of the 'performance-oriented remedies' in sale of goods contracts. We have nothing but praise for the clarity, the courage and the intelligence with which Vanessa Mak develops what she hold to be the best remedial regime for a future unique European sales law Yves-Maries Laithier European Review of Contract Law Vol. 5, 2009, No. 4 It is a crisp combination of comparative law expertise and obligations scholarship, with a clear end in mind; its exposition is correspondingly limpid and ordered. This book is a well-written and excellent piece of work, and will be very valuable background reading for students and professors of contract and comparative law. It therefore comes with your reviwer's unreserved approval. Go out and buy it-or if you cannot do that, at least nag your library into getting it. Andrew Tettenborn European Law Review Volume 35, April 2010Table of Contents1-Introduction I. Scope of the Project 1. Jurisdictions and Legal Rules under Consideration 2. Limitations to the Substantive Scope of the Project II. Background and Theoretical Framework 1. The Civilian Tradition: German and Dutch Law 2. The Common Law Tradition: English Law III. Outline of the Project 2-Harmonisation of European Sale of Goods Laws I. Introduction II. Contracts, Sales Contracts and Harmonisation 1. Sales Law and European Contract Law a) Harmonisation of Contract Law in Europe b) Should Sales Law Lead the Way? 2. European Sales Law-The Road Ahead a) Harmonisation of Consumer Sales Law b) CISG and European Sales Law c) PECL or CISG as a Basis for Harmonisation of European Sales Law? 3. Conclusion III. The Boundaries of European Sales Law 1. 'One is More than Two' a) Issues of Delimitation b) A Transaction Costs Approach c) Consumer Protection and Consumer Confidence 2. Harmonisation-An Assessment of the Current Position 3. Conclusion 3-The Nature and Scope of Performance-Oriented Remedies I. Introduction II. The Nature of Performance-oriented Remedies 1. The Binding Nature of Contractual Obligations 2. The Nature of Performance: Rights or Remedies? a) Basic Notion: 'Performance-oriented Remedies' b) 'Discretionary Remedialism' c) Sub-division into Rights and Remedies 3. The Performance Interest Protected through Performance-Oriented Remedies a) The Under-Compensation Argument b) The Intentions of the Parties III. The Scope of Performance-Oriented Remedies 1. Utilitarianism v Rights-Based Theory 2. Limitations Based in Efficiency 3. Limitations Based in Moral Rights Reasoning IV. Conclusion 4-The Buyer's Entitlement to Specific Performance I. Introduction II. The Basis for Specific Performance in English Sale of Goods Law 1. Unique Goods and Section 52 of the SGA 2. Commercial Uniqueness a) Value of the Goods to the Buyer b) Temporary Unavailability of Substitutes c) Quantification of Damages III. A Wider Perspective-Specific Performance in German and Dutch Law 1. General Availability of Specific Performance 2. Limits to Specific Performance-The Other Side of the 'Appropriateness' Test IV. Restrictions on Specific Performance-Common Law and Civil Law Compared 1. English Law Bars to Specific Performance a) Impossibility b) Severe Hardship 2. Civil Law Bars to Specific Performance a) Impossibility b) Good Faith as a Bar to Specific Performance 3. Common Law and Civil Law Restrictions Compared a) Weight Attached to Restrictions on Specific Performance b) Good Faith as a General Restriction on Specific Performance 4. Conclusion V. Specific Performance in European and Other Uniform Sales Laws 1. The Basic Principle-General Availability of Specific Performance 2. Bars to Specific Performance VI. Conclusion 5-Repair and Replacement I. Introduction II. Repair and Replacement: Definitions 1. Repair 2. Replacement III. Repair, Replacement and Specific Performance IV. The Buyer's Freedom of Choice 1. The Choice between Performance-Oriented Remedies, Damages and Termination 2. The Choice between Repair and Replacement V. Restrictions on the Freedom of Choice 1. The Proportionality of the Remedy a) Proportionality and Damages b) Proportionality and Termination or Price Reduction 2. Elements of the Proportionality Test a) Value of the Goods b) Significance of the Lack of Conformity c) Inconvenience to the Buyer 3. Repair and Replacement in Commercial Sales a) The Availability of Repair and Replacement in Commercial Sales b) Restrictions on Repair and Replacement-The Proportionality Test in Commercial Sales VI. Conclusion 6-The Seller's Right to Cure I. Introduction II. Policy Issues III. Cure Before the Due Delivery Date 1. Cure in the Light of the Relationship between the Right to Withhold Performance and the Right of Termination 2. Cure, Tender and Delivery 3. Cure between Rejection and Termination 4. Conclusion IV. Cure after the Due Delivery Date 1. Where Time is of the Essence 2. Where Time is not of the Essence a) Basis of the Right to Cure b) The Time Period for Cure c) Notice or No Notice? 3. Conclusion V. Informal Attempts at Cure 1. The Time Period for Cure 2. Acceptance of Repaired Goods 3. Rejection and Termination Revisited VI. Conclusion 7-Cure: Enforcement, Limitations and the Hierarchy of Remedies I. Introduction II. Enforcement of the Right to Cure 1. The Buyer's Obligation to Take Delivery 2. Safeguards for the Buyer III. Limitations to the Right to Cure 1. Limitations-Cure Compared with Specific Performance 2. Limitations to Cure Based on Moral Rights Reasoning a) 'Unreasonable Expense' b) 'Unreasonable Inconvenience' 3. Conclusion IV. Cure and the Hierarchy of Remedies V. Conclusion 8-Conclusion I. The Buyer's Entitlement to a Performance-Orient

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Book SynopsisThe validity of a contract can be undermined by factors affecting contractual consent. Issues of contractual validity frequently arise for consideration in all types of litigation, not least commercial disputes. This book provides practitioners and academics with an invaluable reference tool, which will enable them to navigate the complex issues of vitiation of contract. When contractual disputes arise, there are a variety of vitiating factors which may be relied on to undermine a contract’s validity. This book provides a comprehensive examination of all the factors vitiating contractual consent from fraud, misrepresentation, non-disclosure, and mistake, to duress, undue influence, unconscionable bargains, and includes chapters on incapacity and unfairness. Each chapter gives a thorough account of the law on each of these vitiating factors, together with an overview of the remedies available. The book’s introduction considers the theoretical foundations of the law in this area. The book will be an invaluable reference tool for lawyers involved in all types of contractual disputes. It will also be a useful reference for academics and postgraduate students of commercial law.Table of ContentsChapter 1: Contracts, Consent and VitiationChapter 2: IncapacityChapter 3: DuressChapter 4: Undue InfluenceChapter 5: Contracts with Parties in a Weaker PositionChapter 6: MistakeChapter 7: Misrepresentation and DeceitChapter 8: Pre-Contractual Non-Disclosure

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Book SynopsisChanges to the work on construction projects are a common cause of dispute. Such variations lead to thousands of claims in the UK every year and many more internationally. Liability for variations is not only relevant to claims for sums due for extra work but this is also an important underlying factor in many other construction disputes, such as delay, disruption, defects and project termination. This is the first book to deal exclusively with variations in construction contracts and provide the detailed and comprehensive coverage that it demands. Construction Contract Variations analyses the issues that arise in determining whether certain work is a variation, the contractor’s obligation to undertake such work as well as its right to be paid. It deals with the employer’s power to vary and the extent of its duties to approve changes. The book also analyses the role of the consultant in the process and the valuation of variations. It reviews these topics by reference to a range of construction contracts. This is an essential guide for practitioners and industry professionals who advise on these issues and have a role in managing, directing and compensating change. Participants in the construction industry will find this book an invaluable guide, as will specialists and students of construction law, project management and quantity surveying. Trade Review'This is the first book to deal exclusively with such variations in construction contracts and it came too late for the people of Edinburgh. But it does contain, perhaps, a message for those constructing new countries 'Don't expect everything to go to plan'.' - Edward Fennell for The Times Newspaper'Construction Contracts Variations is a useful guide on a common yet specialised topic. It should therefore be pulled off the shelf and studied closely, whenever "variations" are leading to "vexation".' - Julian Bailey for Society of Construction Law Newsletter‘I want every adjudicator and wannabe adjudicator to sit an examination and cross-examination on all that is said in this brand new book. It is "Construction Contract Variations" by two top-notch construction lawyers, Michael Sergeant and Max Wieliczko' - Tony Bingham 'The need for a comprehensive and analytical treatment of variations has therefore long been felt by practitioners. That gap has now been more than filled by Michael Sergeant and Max Wieliczko of Holman Fenwick Willan with a work of real practical utility, erected on rigorous intellectual underpinning.' - Simon Rainey Q.C., Quadrant Chambers 'This book will be an invaluable tool to those operating in the construction industry and no doubt a text that will in time become a practitioner's manual for understanding a hitherto under-explored area.' - Hannah Wennell, Associate, Pinsent Masons for Chartered Institution of Civil Engineering Surveyors The book is a thorough treatise on the subject of variations and is a must buy for anyone who wants to develop their knowledge of construction law. It is a book not only for lawyers but is suitable for students studying construction law, engineers, architects, project managers, adjudicators, arbitrators and judges. It is simply an excellent book. - Andrew Tweeddale, Corbett & Co International Construction Lawyers Ltd, London for Construction Law International (December 2014)To construction project dispute decision-makers, this book serves as a comprehensive guide which is instructive on an exceptionally wide range of issues arising in relation to construction contract variations. To construction law practitioners, it serves as a complete directory when advising on both the avoidance and resolution of variation disputes. To construction law academics and students, the book is very well researched and easy to navigate, making it an interesting and highly informative read for professors through to undergraduates. - Professor Doug S Jones AO for The International Construction Law Review 2015Table of ContentsChapter 1. Overview; Chapter 2. Employer Approval; Chapter 3. Scope; Chapter 4. Contractor’s Obligations in Respect of the Works; Chapter 5. Power to Vary; Chapter 6. Variations Required Because of Contractor Risk; Chapter 7. Duty to Vary; Chapter 8. Variation Instructions; Chapter 9. Change in the Absence of a Variation Instruction; Chapter 10. Valuation Process; Chapter 11. Entitlement to Money; Chapter 12. Entitlement to Time

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Book SynopsisThis paperback reader brings together some seminal papers on law and economics, with special emphasis on the foundational contributions to the economics of property, contracts and torts. The growing influence of these writings in the judicial profession, and in the academic world, underscores the relevance and importance of these early contributions and the growing maturity of the law and economics movement. These seminal papers have provided the foundations for the development of an overarching economic theory of law and, most importantly, have opened new areas of research for present and future generations of jurists and economists alike.The articles are arranged by theme, with topics including the methodological foundations of law and economics, the efficiency of the common law hypothesis, the economics of property law and the Coase theorem, the economics of contracts and the economics of tort law. The editors, themselves distinguished scholars in the field, have written a new introduction to accompany the readings.Table of ContentsContents: Acknowledgements The Economic Foundations of Private Law: An Introduction Richard A. Posner and Francesco Parisi PART I THE METHODOLOGY OF LAW AND ECONOMICS 1. Richard A. Posner (1987), ‘The Law and Economics Movement’ 2. Guido Calabresi (1980), ‘About Law and Economics: A Letter to Ronald Dworkin’ 3. Louis Kaplow and Steven Shavell (1994), ‘Why the Legal System is Less Efficient than the Income Tax in Redistributing Income’ 4. Richard A. Posner (1985), ‘Wealth Maximization Revisited’ PART II THE EFFICIENCY OF THE COMMON LAW HYPOTHESIS 5. William M. Landes (1971), ‘An Economic Analysis of the Courts’ 6. Isaac Ehrlich and Richard A. Posner (1974), ‘An Economic Analysis of Legal Rulemaking’ 7. Paul H. Rubin (1977), ‘Why is the Common Law Efficient?’ 8. George L. Priest (1977), ‘The Common Law Process and the Selection of Efficient Rules’ 9. Robert D. Cooter and Daniel L. Rubinfeld (1989), ‘Economic Analysis of Legal Disputes and Their Resolution’ PART III THE COASE THEOREM AND THE ECONOMICS OF PROPERTY RIGHTS 10. R.H. Coase (1960), ‘The Problem of Social Cost’ 11. Harold Demsetz (1972), ‘When Does the Rule of Liability Matter?’ 12. Harold Demsetz (1967), ‘Toward a Theory of Property Rights’ 13. Guido Calabresi and A. Douglas Melamed (1972), ‘Property Rules, Liability Rules, and Inalienability: One View of the Cathedral’ PART IV THE ECONOMICS OF CONTRACT LAW 14. John H. Barton (1972), ‘The Economic Basis of Damages for Breach of Contract’ 15. Anthony T. Kronman (1978), ‘Mistake, Disclosure, Information, and the Law of Contracts’ 16. Alan Schwartz (1979), ‘The Case for Specific Performance’ 17. Charles J. Goetz and Robert E. Scott (1980), ‘Enforcing Promises: An Examination of the Basis of Contract’ 18. Steven Shavell (1980), ‘Damage Measures for Breach of Contract’ 19. Ian Ayres and Robert Gertner (1989), ‘Filling Gaps in Incomplete Contracts: An Economic Theory of Default Rules’ PART V THE ECONOMICS OF TORT LAW AND LIABILITY SYSTEMS 20. William M. Landes and Richard A. Posner (1981), ‘The Positive Economic Theory of Tort Law’ 21. Steven Shavell (1980), ‘Strict Liability Versus Negligence’ 22. Steven Shavell (1984), ‘Liability for Harm Versus Regulation of Safety’ 23. Robert D. Cooter (1982), ‘Economic Analysis of Punitive Damages’ Name Index

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Book SynopsisThis important volume presents a rich collection of ideas on and insights into the law and economics of contracts. It includes material relevant to a large number of legal fields. Many of the articles are classics that have, over the years, become focal points for continuing debate; others provide an easily accessible account of particular areas. The editor's comprehensive introduction provides an overview of law and economics scholarship in contracts over the past few decades and a portal into an evolving field.Topics include: the economics of contracting; efficient breach and renegotiation; expectation damages and its alternatives; default rules and mass markets.Trade Review'This book will serve as the essential resource for anyone interested in the economic analysis of contract law. Baird has included both the iconic articles of the past and the recent works which define the cutting edge of scholarship in the area. This volume is that rare collection that offers a snapshot of the current academic learning across the field. It is both an invaluable resource for those first exploring the economic analysis of contract law as well as a useful reference for the initiated.' -- Robert Rasmussen, Vanderbilt University, USTable of ContentsContents: Acknowledgements Introduction Douglas G. Baird PART I CONTRACTING 1. Charles J. Goetz and Robert E. Scott (1980), ‘Enforcing Promises: An Examination of the Basis of Contract’ 2. Oliver Hart and John Moore (1999), ‘Foundations of Incomplete Contracts’ 3. Richard Craswell (1989), ‘Contract Law, Default Rules, and the Philosophy of Promising’ 4. Eric A. Posner (2003), ‘Economic Analysis of Contract Law After Three Decades: Success or Failure?’ 5. Anthony T. Kronman (1978), ‘Mistake, Disclosure, Information, and the Law of Contracts’ PART II EFFICIENT BREACH AND RENEGOTIATION 6. Steven Shavell (1980), ‘Damage Measures for Breach of Contract’ 7. William P. Rogerson (1984), ‘Efficient Reliance and Damage Measures for Breach of Contract’ PART III EXPECTATION DAMAGES AND ITS ALTERNATIVES 8. Kathryn E. Spier and Michael D. Whinston (1995), ‘On the Efficiency of Privately Stipulated Damages for Breach of Contract: Entry Barriers, Reliance, and Renegotiation’ 9. Alan Schwartz (1979), ‘The Case for Specific Performance’ 10. Robert E. Scott and George G. Triantis (2004), ‘Embedded Options and the Case Against Compensation in Contract Law’ PART IV DEFAULT RULES 11. Richard A. Posner and Andrew M. Rosenfield (1977), ‘Impossibility and Related Doctrines in Contract Law: An Economic Analysis’ 12. Richard A. Epstein (1989), ‘Beyond Foreseeability: Consequential Damages in the Law of Contract’ 13. Ian Ayres and Robert Gertner (1989), ‘Filling Gaps in Incomplete Contracts: An Economic Theory of Default Rules’ 14. Lucian Ayre Bebchuk and Steven Shavell (1991), ‘Information and the Scope of Liability for Breach of Contract: The Rule of Hadley v. Baxendale’ PART V MARKETS 15. Alan Schwartz and Louis L. Wilde (1979), ‘Intervening in Markets on the Basis of Imperfect Information: A Legal and Economic Analysis’ 16. Sanford J. Grossman (1981), ‘The Informational Role of Warranties and Private Disclosure About Product Quality’ 17. Richard A. Epstein (1975), ‘Unconscionability: A Critical Reappraisal’ 18. Douglas G. Baird (2006), ‘The Boilerplate Puzzle’ Name Index

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Book SynopsisContract Law Essential Cases is a companion volume to Contract Law Essentials. By summarising the most important cases, it shows how Scots contract law has been enforced and how it has evolved over time.

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Book Synopsis

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Book SynopsisThis unique and timely book offers an up-to-date, clear and comprehensive review of the economic literature on contract law. The topical chapters written by leading international scholars include: pre-contractual liability, misrepresentation, duress, gratuitous promises, gifts, standard form contracts, interpretation, contract remedies, penalty clauses, impracticability and foreseeability. Option contracts, warranties, long-term contracts, marriage contracts, franchise contracts, quasi-contracts, behavioral approaches, and civil contract law are also discussed.This excellent resource on contract law and economics will be particularly suited to contract law scholars, law teachers, policy makers, and judges. For experts in and practitioners of contract law this will be a key book to buy.Trade Review‘Contract Law and Economics is an excellent collection of surveys in the field. The book will be of interest to those who are experts as the chapters present unique insights into recent contributions. At the same time, the surveys are very accessible to those who want an introduction to the important results in the economic analysis of contract law. I strongly recommend this book.' -- Donald Wittman, University of California, Santa Cruz, US'This volume on contract law and economics is distinguished by its breadth - covering contract formation, interpretation, and remedies for breach, among other areas - its variety of perspectives, and its accessibility to readers. I recommend it highly to any person interested in contract law, whether or not already versed in the economic approach to law.' -- Steve Shavell, Harvard Law School, USTable of ContentsContents: 1. Introduction Gerrit De Geest PART I: FORMATION AND INTERPRETATION 2. Precontractual Liability Eleonora C. Melato 3. Contractual Mistake and Misrepresentation Qi Zhou 4. Duress Péter Cserne 5. Gratuitous Promises Robert A. Prentice 6. Gifts, Wills and Inheritance Law Pierre Pestieau 7. Standard Form Contracts Clayton P. Gillette 8. Interpretation and Implied Terms in Contract Law George M. Cohen PART II: REMEDIES 9. Contract Remedies: General Paul G. Mahoney 10. Penalty Clauses and Liquidated Damages Steven Walt 11. Impossibility and Impracticability Donald J. Smythe 12. Foreseeability Peter van Wijck 13. Option Contracts and the Holdup Problem Abraham L. Wickelgren 14. Warranties Klaus Wehrt PART III: LONG-TERM CONTRACTS 15. Long-term Contracts and Relational Contracts Nick van der Beek 16. Long-term Contracts in the Law and Economics Literature Mireia Artigot i Golobardes and Fernando Gómez Pomar 17. Marriage Contracts Antony W. Dnes 18. Franchise Contracts Antony W. Dnes PART IV: PERSPECTIVES 19. Behavioral Approaches to Contract Law Ann-Sophie Vandenberghe 20. The Civil Law of Contract Ejan Mackaay 21. Unjust Enrichment and Quasi-Contracts Christopher T. Wonnell Index

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Book SynopsisIt is a matter of some difficulty for the English lawyer to predict the effect of a misapprehension upon the formation of a contract. The common law doctrine of mistake is a confused one, with contradictory theoretical underpinnings and seemingly irreconcilable cases. This book explains the common law doctrine through an examination of the historical development of the doctrine in English law. Beginning with an overview of contractual mistakes in Roman law, the book examines how theories of mistake were received at various points into English contract law from Roman and civil law sources. These transplants, made for pragmatic rather than principled reasons, combined in an uneasy manner with the pre-existing English contract law. The book also examines the substantive changes brought about in contractual mistake by the Judicature Act 1873 and the fusion of law and equity. Through its historical examination of mistake in contract law, the book provides not only insights into the nature of innovation and continuity within the common law but also the fate of legal transplants.Trade ReviewMacMillan has produced a stimulating and, at times refreshing account of mistake [which] will be of interest to any modern lawyers and law students curious to know what caused all the confusion in the first place. -- Warren Swain * The Edinburgh Law Review, Volume 15, Issue 2 *...a fascinating insight into the background of current difficulties for anyone interested in contract law. -- Duncan Sheehan * Restitution Law Review *...clearly of value for those interested in contract and commercial law, but it also provides much to think about for those who are interested in the history and development of the law in general, and the interactions between different legal systems specifically. -- Dr Sean Thomas * The Journal of Business Law, Issue 7 *The author has ... meticulously researched each of the principal judicial pronouncements that has assisted in the development and understanding of the doctrine of mistake...a useful historical analysis. -- Anthony Lo Surdo * Australian Banking and Finance Law Bulletin, Volume 26, Number 5 *...this is a legal history book. It will clearly be of interest to legal historians and to academics who want to know how the law developed to its current state. -- David Capper * Canadian Business Law Journal, Volume 49 *...there can be no denying that [MacMillan] has produced a very worthwhile and thorough book. It is impressively wide-ranging, carefully researched, and brings to light previously overlooked evidence about the development of mistake in the English law of contract. As a result of it, our understanding of this difficult doctrine has taken a big step forward. -- Paul Mitchell * The Journal of Legal History 32: 1 *Table of Contents1. Introduction 2. Contractual Mistake in Roman Law: From Justinian to the Natural Lawyers The Law of the Romans Roman Contract Law Roman Contract Law and Mistake Mistakes as to the Identity of a Contracting party: Error in persona Mistakes as to the Price to be Paid: Error in pretio Mistakes as to the Subject Matter of the Contract Medieval Roman Law 3. Contractual Mistake in English Law: Mistake in Equity before 1875 The Jurisdiction and Procedures of Chancery Reasons for the Intervention of Equity An Unconscientious Advantage Obtained by Mistake Agreement did not Conform to Parties' Intentions Instances Short of Fraud Protection of a Weaker Party The Limits of Equitable Intervention Forms of Equitable Relief for Mistake Rectification Specific Performance Rescission Conclusions 4. The Lack of Contractual Mistake at Common Law and the Nineteenth-century Transformation of Procedure Pleading Equitable Defences Evidence and the Pre-trial Discovery of Facts Pre-trial Discovery Witnesses Matters of Law rather than Fact Conclusions 5. Pothier and the Development of Mistake in English Contract Law Pothier and the Traité des Obligations Pothier and English Contract Law Early Contract Treatise Writers Colebrooke and Contract Law Macpherson and the Indian Contract Act 1872 Leake: The First Scientific Treatise Writer of Contract Law Judah Benjamin—The Living Transplant Conclusions 6. Von Savigny and the Development of Mistake in English Contract Law Von Savigny and German Legal Development Von Savigny and Contract Von Savigny and Mistake Sir Frederick Pollock Pollock's Principles of Contract Pollock as Will Theorist Pollock and Mistake The Changes in Pollock's Principles Sir William Anson and the Principles of the English Law of Contract Anson and Mistake Anson Modifies his Treatment of Mistake Conclusions 7. The Creation of Contractual Mistake in Nineteenth-century Common Law An Absence of Subject Matter: Couturier v Hastie (1856) Mistake which Prevents Agreement—Raffles v Wichelhaus (1864) Mistake as to a Quality of the Subject Matter—Kennedy v The Panama, New Zealand, and Australian Royal Mail Company (Limited) (1867) Unilateral Mistake rarely renders a Contract Void—Smith v Hughes (1871) Conclusions 8. Mistake of Identity An Absence of Mistake of Identity in English Law Identity Frauds: Criminal Law and the Law of Obligations Hardman v Booth: A Turning Point Cundy v Lindsay: The Beginning of Mistake of Identity The Treatise Writers and the Development of Mistake of Identity New Legislation and a Changed Judicial Approach Conclusions 9. Mistake after Fusion The Judicature Act 1873 Equitable Mistake in the Chancery Division of the High Court The Impact of Procedural Unity upon Substantive Law Reform and Perform The Growing Necessity for the Mistake to be Bilateral The Increasing Rigidity of Equitable Relief Substantive Fusion of Mistake A Reduced Ambit for Mistake in Equity Common Law Mistake in the High Court The Importance of Bell v Lever Brothers The Court of Appeal The House of Lords The Importance of Solle v Butcher Conclusions 10. Summary and Conclusions Summary Conclusions Common Law Legal Development Transplants Contractual Mistake in Modern law

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