Contract law Books

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Book SynopsisPowell-Smith and Furmston's Building Contract Casebook The interaction between general principles and the provisions of the standard building and construction contracts is a central feature of construction law. The major part of the law is laid down in decided cases and construction professionals should be familiar with these cases, but the information is scattered throughout a large number of law reports. The fifth edition of Powell-Smith and Furmston's Building Contract Casebook is designed to help construction professionals become familiar with those key cases. It brings together a wide range of cases on the main aspects of the law of construction contracts, states the principle established by each case and gives a summary of the facts and the decision. For the majority of cases, verbatim extracts from the judgment are included. The casebook presents the leading cases on each topic, together with many lesser-known but important decisions. A number of useful deciTable of ContentsPreface vii PART I – FORMATION OF THE CONTRACT 1 1 Letters of Intent 3 2 Costs of Tendering 9 3 Tenders and Estimates 14 4 Incorporation of Documents 20 5 Completion of the Contract 43 PART II – PERFORMANCE OF THE CONTRACT 59 6 The Contractor’s Obligations 61 Design 61 Materials and workmanship 74 Progress and completion 92 Indemnities and insurance 95 7 The Employer’s Obligations 133 Possession of site 133 Time and extent of possession 133 Site conditions 137 Co-operation 142 Instructions 151 Payment 154 Lump sum contracts 155 Other contracts 158 Retention 159 Quantum meruit 162 Set-off 165 Miscellaneous 176 Nomination of sub-contractors and specialists 176 Objection to nominees 176 Displacement of implied terms 177 Form of sub-contracts 177 Effect of failure 177 Default in supply of goods 178 8 Ownership and Vesting of Materials 180 Materials and goods 180 Vesting clauses 185 9 Acceptance and Defects 187 10 Approval and Certifi cates 191 General 191 Nature and effect of certifi cates 204 Recovery without certifi cate 226 11 Variations 228 12 Damages for Breach of Construction Contracts 246 13 Prolongation and Disruption Claims 272 14 Liquidated Damages and Extensions of Time 319 Liquidated damages 319 Extensions of time 336 Interpretation of provisions 351 PART III – DISCHARGE OF THE CONTRACT 353 15 Release 355 16 Frustration 358 17 Illegality 365 18 Forfeiture Clauses, Repudiation and Determination 369 19 Limitation 388 The Limitation Act 1980 388 Latent Damage Act 1986 391 PART IV – SUB-CONTRACTS AND SUB-CONTRACTING 399 20 Assignment and Sub-letting 401 21 Domestic Sub-contractors 411 22 Nominated Sub-contractors 414 PART V – BUILDING CONTRACTS AND THE LAW OF TORT 441 23 Building Contracts and the Law of Tort 443 Table of Cases 467 Index 485

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Book SynopsisSince this book was first published over ten years ago, collateral warranties have been used increasingly by funding institutions, building purchasers and tenants to create a contractual relationship between themselves and other parties involved in the project, whether architect, engineer, contractor or subcontractor. Indeed, collateral warranties are now being used to create primary contractual obligations. There have been some immensely important developments in the law relating to collateral warranties since the first edition. The Contracts (Rights of Third Parties) Act 1999 has introduced radical new developments into English contract law. The book now includes a completely new chapter on the legislation, which also looks at the potential practical uses of the Act on development projects. The House of Lords has handed down a number of key decisions recently on third party remedies and on the principles relating to damages on assignment (such Table of ContentsPreface viii 1 Principle of Law 1 Definition of collateral warranty 1 A comparison of contract and tort 4 Essentials of a contract 5 Form of contract 20 Construing a contract 22 Implied terms 27 Letters of intent 28 2 The Rise of Collateral Warranties 31 Negligence 31 1932 to 1988 33 D & F Estates Limited and Others v. Church Commissioners for England and Others 36 Murphy v. Brentwood District Council 38 1990 to 2000 41 3 Contracts (Rights of Third Parties) Act 1999 47 The background 47 Contracts (Rights of Third Parties) Act 1999 50 Aspects of the Act 56 Using the Act or not using the Act? 59 4 Assignment and Novation 64 Future purchasers and tenants 64 Assignment 64 Prior equities 70 Restrictions on assignment 71 Novation 80 5 Reasonable Skill and Care and Fitness for Purpose 83 Reasonable skill and care 83 Fitness for purpose 88 Dwellings 93 6 Damages and Limitation of Action 94 Damages 94 Expectation interest and reliance expenditure 108 Mitigation and assessment 112 Assignment 117 Contribution and apportionment 125 Limitation of Action 129 7 Developers, Tenants, Purchasers and Funds 134 The position of a developer 134 The position of a tenant 137 The position of a purchaser 143 The position of the funding institution 145 Obligations to enter into collateral warranties 147 JCT enabling clauses 149 8 Insurance Implications 153 Principles of professional indemnity insurance 153 Disclosure of collateral warranties 155 Particular insurance problems 157 Other matters of concern to insurers 161 Policy endorsements for collateral warranties 162 Problems on changing insurers 166 9 Typical terms 167 General considerations 167 Typical terms 174 Contractors and sub-contractors 199 Guarantees of obligations under warranties 200 10 Practical Considerations 201 Does a warranty have to be given? 201 Commercial balance 203 Legal costs and consideration 203 Negotiating and insurance 204 Warranties must be executed 204 The givers, receivers and contents of warranties 205 Standard forms of collateral warranty 207 Commentaries 211 11 Other Solutions: Present and Future 228 Possible solutions – the present 228 Possible solutions – the future 234 Table of Cases 306 Table of Statutes & Statutory Instruments 332 Index 334

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Book SynopsisBuilding Contract Dictionary provides a succinct, but authoritative reference to words, phrases and terms encountered in, and in connection with, building contracts. For the new edition all entries have been reconsidered and updated in light of case law and legislation and the book has been substantially enlarged since the last edition ten years ago. There are now over 800 separate entries A wide range of contracts has been referenced, including JCT 98, IFC 98, MW 98, WCD 98, PCC 98, MC 98, ACA 3, GC/Works/1 (1998), NEC, NSC/C, DOM/1, DOM/2 as well as topics such as adjudication, arbitration and the Civil Procedure Rules. It will provide an invaluable reference for architects, quantity surveyors, project managers and contractors. It will also find a ready readership among all construction lawyers. This is an indispensable book which provides a succinct but authoritative reference to words, phrases and terms encountered in the constrTrade Review"When starting t read law as an undergraduate, the first law book I bought was Wharton's Law Lexicon, a book I still have and use. On appointment as an Official Referee, I bought the Penguin dictionaries of Building, Civil Engineering Architecture and Electronics. If I had known that this book was then in existence in its first edition, I would have bought that also. It would have been an enormous help to me" Judge Peter Bowsher QC “Presented in a non-legal and highly-readable style, this book is a desirable addition to the specialist library and the professional office and as a useful reference book is directed to architects, surveyors and construction professionals in general together with contractors and their staff.” Construction ManagerTable of ContentsA - Z alphabetical listing of terms; Table of cases

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Book SynopsisLawyers, judges, and scholars have long debated whether incentives in tort, contract, and restitution law effectively promote the welfare of society. This book explains how law might better serve the social good.Trade Review"Getting Incentives Right does just as the book's title says, and does so in a way that will startle and educate novices as well as seasoned economists and lawyers, not to mention law professors and their students. The book guides readers to places where multiple parties and margins are accounted for, casting brilliant light on important legal problems."—Saul Levmore, University of Chicago Law School"Courts should get incentives right when developing rules in tort, contract, and restitution law. But even after decades of scholarship, commentators have only a vague idea as to what the right incentives are. Cooter and Porat put their powerful imaginations to work in a book full of surprising insights and compelling arguments about improving these areas of law. This lucid book will appeal to both the novice and expert."—Eric Posner, University of Chicago"This timely book presents Cooter and Porat's full perspective on the challenges that three important bodies of law—torts, contracts, and restitution—face in inducing optimal behavior. The result is a unique book that I have no doubt will become one of the leading texts in its field. Thought-provoking, original, and useful, it fills a void in the current legal literature."—Ehud Guttel, Hebrew University Law School"Cooter and Porat are the most innovative and inspirational law and economics scholars of our generation. More than anyone else, they are good at identifying ideas, problems, and solutions that cut across subject areas. This book brings them together to unveil common threads and exploit analytical synergies between different concepts. This is a work that every scholar in the field and every respectable academic library will want to own."—Francesco Parisi, University of Minnesota Law School and University of BolognaTable of ContentsAcknowledgments vii Introduction 1 I. Torts and Misalignments 13 1. Prices, Sanctions, and Discontinuities 17 2. The Injurer's Self-Risk Puzzle 32 3. Negligence Per Se and Unaccounted Risks 47 4. Lapses and Substitution 61 5. Total Liability for Excessive Harm 74 II. Contracts and Victims' Incentives 89 6. Unity in the Law of Torts and Contracts 92 7. Anti-Insurance 105 8. Decreasing Liability Contracts and the Assistant Interest 128 III. Restitution and Positive Externalities 149 9. A Public Goods Theory of Restitution 151 10. Liability Externalities and Mandatory Choices 165 11. The Relationship between Nonlegal Sanctions and Damages 187 Conclusion 207 Table of Cases 211 Table of Books and Articles 213 Subject Index 220

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Book SynopsisThis is a comprehensive review of the issues that readers need to be aware of when negotiating the minefield of professional services contracts in the construction industry.Table of Contents1. Introduction 2. The client 3. Forming the appointment 4. General clauses 5. The services 6. Payment of fees 7. Termination and suspension 8. Intellectual property rights 9. Liability for work carried out by others 10. Agency 11. Statements, certificates and reports 12. Insurance and liability 13. Limitation and exclusion of liability 14. Indemnities 15. Set-off, liens, retentions and liquidated damages 16. Assignments and novations 17. Collateral warranties 18. Guarantees and bonds 19. The Construction (Design and Management) Regulations 2007 20. Law and jurisdiction, and dispute resolution 21. Adjudication 22. Management of risks Appendices

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Book SynopsisThis book provides commentary on the FIDIC Red Book: FIDIC Conditions of Contracts for Construction for building and engineering works designed by the Employer.

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Book SynopsisThis book provides commentary on the FIDIC Pink Book: The MDB Harmonised Edition of the Red Book for use with contracts which have been financed by one of the participating multilateral development banks.

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Book SynopsisSuitable for legal scholars and specialists in contract law, this book includes essays that consider how free bargaining rights might reasonably be extended in tort, property, land-use planning, bankruptcy, and divorce and family law.Trade Review“A compendium of original scholarship about the continuing vitality of our legal and political regime based on contract. This is an important book.”—Fred S. McChesney, Northwestern University School of Law“An interesting and impressive collection of essays that pulls together important research and arguments by an unusually impressive lineup of contributors. This a major piece of work.” —Paul H. Haagen, Duke University School of Law“One of the most notable trends in recent legal scholarship is the reinvigoration of the contract paradigm, and these original papers by some of the most distinguished North American law-and-economics scholars make a strong case for the virtues of contractarianism across a wide spectrum of legal specialties, including contract law, tort law, family law, bankruptcy, and private international law. The commentaries develop nuanced concepts, such as efficiency-enhancing limitations on contractual freedom. This important, impressive, and timely collection, accessible to a wide audience, should become the standard reference on free bargaining and contractarianism.”—Thomas S. Ulen, University of Illinois College of Law“These brilliant essays show that the ethic of respect for the uniqueness of individuals can influence and justify a return to bargaining freedom in a surprising variety of legal areas.”—James W. Bowers, Louisiana State University Law CenterTable of ContentsPreface Introduction I. Free Bargaining and Formalism Contracts Small and Large: Contract Law through the Lens of Laissez-Faire / Richard A. Epstein The Decline of Formality in Contract Law / Eric A. Posner External Critiques of Laissez-Faire Contract Values / Michael Trebilcock In Defense of the Old Order / Timothy J. Muris The Limits of Freedom of Contract in the Age of Laissez-Faire Constitutionalism / Gregory S. Alexander II. Bargaining around Tort Law Courts and the Tort-Contract Boundary in Product Liability / Paul H. Rubin Commodifying Liability / Robert Cooter III. Contracting for Land Use Law Zoning by Private Contract / Robert H. Nelson Dealing with the NIMBY Problem / William A. Fischel Devolutionary Proposals and Contractarian Principles / Steven J. Eagle The (Limited) Ability of Urban Neighbors to Contract for the Provision of Local Public Goods / Robert C. Ellickson IV. Free Bargaining in Family Law A Contract Theory of Marriage / Elizabeth S. Scott and Robert E. Scott Marriage as a Signal / Michael J. Trebilcock Family Law and Social Norms / Eric A. Posner Contracting around No-Fault Divorce / Margaret F. Brinig V. Bargaining Around Bankruptcy Reorganization Law Contracting for Bankruptcy Systems / Alan Schwartz Free Contracting in Bankruptcy / F.H. Buckley Free Contracting in Bankruptcy at Home and Abroad / Robert K. Rasmussen VI. Choosing Law by Contract Contract and Jurisdictional Freedom / Bruce H. Kobayashi and Larry E. Ribstein A Comment on Contract and Jurisdictional Competition / Michael Klausner Choice of Law as a Precommitment Device / Geoffrey P. Miller Corporate Law as the Paradigm for Contractual Choice of Law / Robert Romano Notes Contributors Index

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Book SynopsisTrade 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 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.

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Book SynopsisThe updated second edition of the practical guide to international construction contract law The revised second edition of International Construction Contract Law is a comprehensive book that offers an understanding of the legal and managerial aspects of large international construction projects. This practical resource presents an introduction to the global construction industry, reviews the basics of construction projects and examines the common risks inherent in construction projects. The author an expert in international construction contracts puts the focus on FIDIC standard forms and describes their use within various legal systems. This important text contains also a comparison of other common standard forms such as NEC, AIA and VOB, and explains how they are used in a global context. The revised edition of International Construction Contract Law offers additional vignettes on current subjects written by international panel of numerous conTable of ContentsAbout the Author xxiii Foreword xxv Svend Poulsen Acknowledgments xxvii Introductory Remarks xxix ShuiboZhang Introductory Remarks xxxi Robert Werth Introductory Remarks xxxiii Ilya Nikiforov 1 International Construction Projects 1 1.1 The unique nature of the construction industry 1 1.2 Individuality of construction projects 1 1.3 Roles and relationships 2 1.4 Contract administration 4 In-Text Vignette: Engineer’s power to re-rate due to substantial increase in BoQ quantities by Albert Yeu (Hong Kong) 10 1.5 Further important aspects of construction projects 11 1.6 Typical contractual relationships 12 In-Text Vignette: Shipping and marine construction contracts in Asia by Knut Kirkhus (Oman)12 1.7 Motivation for international business 15 In-Text Vignette: The Italian construction industry: Between past and future by SDG & Partners (Italy) 17 1.8 Managerial analysis 20 1.9 Hazards and risks 21 1.10 Hazard identification 21 1.11 Risk analysis 22 1.12 Anti-risk measures 22 1.13 Typical hazards in the international construction business 23 In-Text Vignette: Corruption on Peruvian gas pipeline contract by Enrique Moncada Alcantara (Peru) 24 In-Text Vignette: Anticorruption and construction contract law by Enrique Moncada Alcantara (Peru) 27 In-Text Vignette: Indian law by C.K. Nandakumar and Rishabh Raheja (India) 33 1.14 Risk allocation in contracts 35 In-Text Vignette: Wrongforms of contract by James Bremen (UK) 36 In-Text Vignette: The importance of early analysis of risk, knowledge of efficient risk allocation and right choice of delivery method by Conor Mooney (France) 36 1.15 Form of Business Organization 42 In-Text Vignette: To deal with subcontracts in international construction projects by Giuseppe Broccoli and Fabio Zanchi (Italy) 42 In-Text Vignette: Interface agreements between subcontractors by Bernd Ehle and Sam Moss (Switzerland) 48 2 Civil Law and Common Law 55 2.1 Specifics of the governing law 55 2.2 Common law versus civil law: Differences and interconnections 55 In-Text Vignette: The common law of Australia and the influence of statutory law by Donald Charrett (Australia) 57 2.3 Delay damages (liquidated damages) versus contractual penalty 59 In-Text Vignette: The use of liquidated damages in construction projects by Rob Horne (UK) 60 In-Text Vignette: Penalty clauses and liquidated damages under Brazilian law by Thiago Fernandes Moreira and Caio Gabra (Brazil) 72 2.4 Substantial completion versus performance 76 2.5 Binding nature of adjudication awards 78 2.6 Limitation of liability 79 2.7 Lapse of claim due to its late notification (time bars) 79 2.8 Allocation of unforeseeable and uncontrollable risk to the contractor 80 2.9 Contract administration (the Engineer’s neutrality and duty to certify) 90 2.10 Termination in convenience 90 In-Text Vignette: Isan employer in breach of contract prevented from terminating the contract for its convenience? by Cecilia Misu (Germany) 91 2.11 Time-related issues 93 2.12 Quantification of claims 94 2.13 Statutory defects liability 95 2.14 Performance responsibility: Reasonable skill and care versus fitness for purpose 95 2.15 Common law, civil law, and Sharia interconnections 96 In-Text Vignette: Considerations for the construction of offshore oil and gas structures in the Middle East by Faisal Attia and Fernando Ortega (Qatar) 97 3 Common Delivery Methods 102 3.1 Common delivery methods: Main features 102 3.2 General contracting 104 3.3 Design-build 105 In-Text Vignette: Dutch design and construct of infrastructural projects in complex environments by Joost Merema (the Netherlands) 109 In-Text Vignette: Best value in the Netherlands by J.N. (Jaap) de Koning (the Netherlands) 126 In-Text Vignette: Concern over increasing adoption of design build for infrastructure works—JICA funding projects by Takashi Okamoto (Japan) 128 3.4 Construction management 131 In-Text Vignette: Interface management and interface agreements by Zachary Ferreira (the United States) and Alex Blomfield (UK) 132 3.5 Multiple-prime contracts 138 3.6 Partnering 138 In-Text Vignette: Integrated project delivery—“Collaborate rather than litigate” by Edward J. (“Ned”) Parrott (the United States) 139 3.7 Alliancing 140 In-Text Vignette: Targetprice and early risk identification/management: London 2012 Olympics by Klaus Grewe (UK) 140 3.8 Extended delivery methods (PPP, BOT, DBO) 143 In-Text Vignette: Public-private partnerships by Steven Van Garsse (Belgium) 144 In-Text Vignette: Infrastructure through public-private partnerships in the Philippines by Aris L. Gulapa and Dan Kevin C. Mandocdoc (the Phillipines) 146 3.9 Further aspects of delivery methods 153 In-Text Vignette: BIM—The way forward? by Christopher Miers (UK) 156 In-Text Vignette: Developments in BIM application: Legal aspects by Joost Merema (the Netherlands) 159 In-Text Vignette: BIM: A superior approach for infrastructure construction by Josef Žák (the Czech Republic) 166 4 Specifics of EPC and EPCM 172 4.1 EPC and EPCM 172 4.2 Engineer procure construct (EPC) 172 In-Text Vignette: The employer’s pitfall in the use of FIDIC conditions of contract for the EPC/turnkey projects (Silver book) in Indonesia by Sarwono Hardjomuljadi (Indonesia) 175 4.3 Bespoke EPC contracts 177 In-Text Vignette: Mitigating the risk of delays in power plant projects: An EPC contractor’s view on different contractual concepts by Jacob C. Jørgensen (Denmark) 178 4.4 Turnkey EPC contracts 185 In-Text Vignette: Water treatment wind farm, and road construction projects in Asian and African countries by Stéphane Giraud (France) 186 4.5 Front end engineering design 188 In-Text Vignette: Key issues in the procurement of international hydropower construction contracts by Alex Blomfield (UK) 189 4.6 Engineer procure construction management (EPCM) 192 In-Text Vignette: The use of the EPCM delivery method in the mining industry by Mark Berry (UK) and Matthew Hardwick (UK) 195 4.7 EPC versus EPCM 200 In-Text Vignette: Offshore construction by Fernando Ortega (Qatar) 202 5 Unification and Standardization in International Construction 215 5.1 Unification of contracts 215 5.2 Unification per law, principles, and sample documents 215 In-Text Vignette: Resolving construction claims under investment treaty arbitration by Fernando Ortega (Qatar) 218 5.3 Lenders and their influence on unification 220 5.4 Standard form of contract in a governing law context 222 5.5 Purpose of sample documents in construction projects 222 5.6 Standard sample forms as a source of law 224 5.7 Lex causae 224 5.8 Interpretation 225 In-Text Vignette: Inconsistency in contract documents by Patrick Kain (South Africa) 226 5.9 Trade usage and business custom 229 In-Text Vignette: A common law of construction contracts—or Vive La différence? by Donald Charrett (Australia) 230 5.10 Lex constructionis principles 232 In-Text Vignette: Contractor’s duty to mitigate delay and damages under FIDIC 1999 standard forms and in lex mercatoria by Vladimir Vencl (Serbia) 234 5.11 The use of lex constructionis 240 In-Text Vignette: Future-proofing construction contracts by Shy Jackson (UK) 240 6 Price 244 6.1 Contract price 244 In-Text Vignette: International construction measurement standards: Global consistency in cost analysis by Simon Collard (United Arab Emirates) 245 6.2 Bid pricing methods 247 6.3 Methods of contract price determination 248 6.4 Re-measurement 249 6.5 The lump sum 252 6.6 Cost plus 252 6.7 Guaranteed maximum price 253 6.8 Target price 253 6.9 Payment 254 In-Text Vignette: Taxation in international construction contracts by Alex Blomfield (UK) 255 In-Text Vignette: Managing the risk of non-payment by Sean Sullivan Gibbs (UK) 257 6.10 Contract price under FIDIC forms 261 6.11 Cost overruns 263 6.12 Abnormally low tender (ALT) 264 In-Text Vignette: Best value approach in the Netherlands by Wiebe Witteveen (the Netherlands) 265 6.13 Claims as part of contract price 273 6.14 Public procurement law limitations 273 In-Text Vignette: A concept of variation in a construction contract under Polish public procurement by Michał Skorupski (Poland) 275 7 Time 280 7.1 Time in construction 280 7.2 Delay 280 7.3 The United Kingdom Society of construction law delay and disruption protocol 282 7.4 Time program 283 7.5 Ownership of floats 285 In-Text Vignette: Time extension and float ownership under the FIDIC Red and Yellow Books (1999) by Frank Thomas (France) 285 7.6 Time at large and extension of time (EOT) 298 7.7 Concurrent delay 300 In-Text Vignette: Delay clauses in different jurisdictions by Jacob C. Jørgensen (Denmark) 301 7.8 Disruption 302 7.9 Time for completion under FIDIC forms 303 7.10 Time program under FIDIC forms 304 In-Text Vignette: A lack of realism in negotiations by James Bremen (UK) 306 7.11 Delay and suspension under FIDIC forms 306 7.12 Contract termination under FIDIC forms 309 8 Variations 313 8.1 Variation clauses 313 8.2 Variations under FIDIC forms 315 In-Text Vignette: Sub-Clause 13.2 value engineering under the FIDIC forms by Manuel Conthe (Spain) 316 8.3 Claims related to variations 319 In-Text Vignette: The nightmare of valuing omissions by Aymen K. Masadeh and Remon Farag (UAE) 321 8.4 Acceleration 329 In-Text Vignette: Drafting acceleration agreements by Alan Whaley (UK) 333 In-Text Vignette: The U.S. approach to constructive acceleration by Robert A. Rubin and Sarah Biser (the United States) 336 In-Text Vignette: Constructive acceleration claims: A common law perspective by Alan Whaley (UK) 339 8.5 Proving the acceleration claim 340 8.6 Substantial change 342 In-Text Vignette: Modification of contracts during their execution under EU law by Odysseas P. Michaelides (Cyprus) 343 In-Text Vignette: ITER—An International project for the construction of a first-of-a-kind fusion nuclear installation under the FIDIC forms by Karoly Tamas Olajos (France) 347 9 Claims 364 9.1 Claims 364 In-Text Vignette: Claims caused by deficiencies in tender documents by James Bremen (UK) 368 9.2 Contractor’s claims under FIDIC forms 368 9.3 Employer’s claims under FIDIC forms 369 In-Text Vignette: Employer’s notices by Victoria Tyson (UK) 369 In-Text Vignette: Claims in the St. Petersburg flood protection barrier construction by Aleksei Kuzmin (Russia) 373 9.4 Lapse of claim 377 9.5 Cause of the claim 378 9.6 Limits of the lapse of claim 379 In-Text Vignette: Construction claims in the UK by Garry Kitt (UK) 381 In-Text Vignette: Condition precedent and time-barred claims under Polish law by Michał Skorupski (Poland) 383 In-Text Vignette: Australian position on time bars by Andrew P. Downie (Australia) 385 In-Text Vignette: Timebars under Kuwaiti law by Dina Al Ansary (Kuwait) 392 10 Claim Management 395 10.1 Claim management 395 10.2 Claims for extension of time (EOT) 396 10.3 Claims for additional payment 398 10.4 Claims resulting from delay and/or disruption under the provisions of the contract 399 In-Text Vignette: Considerations related to site overhead claims by Gary Kitt (UK) 400 In-Text Vignette: Head office overhead claims under FDIC contracts by Alan Whaley (UK) 410 In-Text Vignette: Calculation and recovery of home/head office overhead in North America by James G. Zack (the United States) 412 10.5 Claims resulting from governing law 424 10.6 Global claims 425 In-Text Vignette: All global claims are not negatively “global”! by Frank Thomas (France) 428 10.7 Contractor’s claim management under FIDIC forms 429 10.8 Employer’s claim management under FIDIC forms 431 10.9 Intercultural aspects 432 In-Text Vignette: “Claim” as perceived in the Polish civil law environment by Michał Skorupski (Poland) 434 10.10 Claim management implementation 436 In-Text Vignette: Claims in a tunnel construction in the Republic of Serbia by Radim Wrana (the Czech Republic) 437 In-Text Vignette: The evolution of contractor’s claims in Peru/South America by Jerry Pessah (Peru) 438 11 Construction Dispute Boards 442 11.1 Construction disputes 442 In-Text Vignette: Construction dispute in sheet metal galvanizing line project by Patrick Kain (South Africa) 442 11.2 Dispute boards 444 In-Text Vignette: Project dispute avoidance by Christopher J. Mather (the United States) 445 In-Text Vignette: Dispute resolution boards: The long-term experience from the United States by Robert A. Rubin (the United States) 451 11.3 Contractual adjudication: The use of DAB in FIDIC forms 454 In-Text Vignette: Construction disputes in Ukraine by Roger Ribeiro and Yaryna Bakhovska (Ukraine) 457 11.4 Enforcement of dispute board decisions 464 In-Text Vignette: The Persero proceedings and the issue of the enforcement of a non-final DAB decision under the FIDIC conditions by David Brown (UK) 469 11.5 Statutory adjudication 471 In-Text Vignette: Statutory adjudication by Nigel Grout (UK) 471 In-Text Vignette: Settling construction disputes in Hungary by Tamás Balázs (Hungary) 474 In-Text Vignette: Statutory adjudication in Australia by Donald Charrett (Australia) 475 In-Text Vignette: Statutory adjudication in Malaysia by Albert Yeu (Hong Kong) 481 12 FIDIC 485 12.1 FIDIC expansion 485 In-Text Vignette: Using translated texts in FIDIC contracts: The Spanish case by Ignacio de Almagro (Spain) 485 12.2 FIDIC 487 12.3 FIDIC’s influence on the construction industry 488 12.4 FIDIC membership 488 12.5 Networking activities 489 In-Text Vignette: The use of FIDIC forms in Russia by Dmitry Nekrestyanov (Russia) 492 In-Text Vignette: The use of FIDIC forms in Brazil by Rafael Marinangelo (Brazil) 493 In-Text Vignette: The use of FIDIC Forms within the construction contract law of Turkey by Yasemin Çetinel (Turkey) 493 In-Text Vignette: The use of FIDIC forms in Azerbaijan by Farid Nabili (Azerbaijan) 502 In-Text Vignette: The use of FIDIC forms in Nigeria by Marc J. Enenkel (Germany) 505 In-Text Vignette: The use of FIDIC forms in Ukraine by Svitlana Teush (Ukraine) 507 In-Text Vignette: The use of FIDIC forms in Vietnam by David Lockwood (Vietnam) 513 In-Text Vignette: The use of FIDIC forms in Kazakhstan by Artyushenko Andrey (Kazakhstan) 517 12.6 FIDIC forms of contract 522 In-Text Vignette: Journey to the “kitchen” of FIDIC: How FIDIC publications are produced by Husni Madi (Jordan) 524 12.7 The structure of the contract under FIDIC forms 527 12.8 Conditions of contract for construction (CONS)—1999 Red Book 530 In-Text Vignette: Misapplications of FIDIC contracts in the United Arab Emirates by Kamal Adnan Malas (United Arab Emirates) 531 12.9 Conditions of contract for plant and design-build (P&DB)—1999 Yellow Book 535 12.10 Conditions of contract for EPC/Turnkey projects (EPC)—1999 Silver Book 536 12.11 Short form of contract—Green Book 537 12.12 Construction subcontract 537 12.13 Conditions of contract for design, build, and operate (DBO)—Gold Book 538 In-Text Vignette: The 2017 updates of the 1999 FIDIC forms of contracts (Red, Yellow, and Silver Books) by Zoltán Záhonyi (Hungary) 541 12.14 Other FIDIC standard forms 547 In-Text Vignette: FIDIC suite of consultant agreements by Vincent Leloup (France) 547 In-Text Vignette: The use of FIDIC contracts by the mining industry in Africa by Coenraad Snyman (South Africa) 551 12.15 Risk allocation under FIDIC forms 553 In-Text Vignette: China’s standard form of construction contract in comparison with FIDIC forms by Shuibo Zhang (China) 556 In-Text Vignette: Explanation of FIDIC EPC risk allocation by FIDIC 561 In-Text Vignette: The FIDIC golden principles—A new approach to discouraging inappropriate amendments to standard form contracts by Donald Charrett (Australia) 563 12.16 Design responsibility under FIDIC forms 566 In-Text Vignette: Design Liability: risk share, conflicts and a little bit of common sense? by Cecilia Misu (Germany) 568 13 Other Standard Forms of Construction Contracts: NEC, ICC, ENNA, IChemE, Orgalime, AIA, VOB 580 13.1 Common standard forms of construction contracts 580 13.2 The NEC (New Engineering Contract) 580 In-Text Vignette: The NEC form of contract—ready for the international market by Rob Horne (UK) 585 13.3 FIDIC forms versus NEC3 594 13.4 ICC forms of contract 597 13.5 ENAA forms of contract 597 13.6 IChemE forms of contract 598 13.7 Orgalime forms of contract 599 13.8 Standard forms of construction contracts in the Czech Republic 600 In-Text Vignette: United States standard form contracts by Edward J. (“Ned”) Parrott (the United States) 602 13.9 VOB: German standard 607 13.10 Invalid clauses in German case law 613 In-Text Vignette: The standard forms of construction contract in Australia by John Sharkey (Australia) 614 In-Text Vignette: Construction contracts in the Republic of Ireland by Arran Dowling-Hussey (Ireland) 617 14 Risk and Insurance 623 14.1 Insurance in construction 623 14.2 Commercial risk, risk of damage, and exceptional risk 624 In-Text Vignette: Weather risk in offshore wind construction contracts by Alex Blomfield (UK) 627 14.3 Risk management in the standard forms of contract 630 14.4 Hazards and risks in construction projects 632 In-Text Vignette: The difficulties connected to construction risk quantification by Dejan Makovšek(France) 635 14.5 Insurance requirements in standard forms of contract 640 In-Text Vignette: Professional indemnity insurance under the FIDIC yellow book by Richard Krammer (Austria) 642 In-Text Vignette: Insurance in hydropower projects by Alex Blomfield (UK) 651 14.6 Practical aspects of insurance in construction projects 652 In-Text Vignette: Incompatibility of the construction contract with the insurance contract by Karel Fabich (the Czech Republic) 655 14.7 International insurance law and insurance standards in the construction industry 655 In-Text Vignette: Construction/erection all risk insurance in the offshore wind industry by Gregory Efthimiu (Germany) 658 15 Risk in Underground Construction 664 15.1 Underground construction hazards and risks 664 15.2 Code of practice for risk management of tunnel works 665 15.3 Alternatives of unforeseeable physical conditions risk allocation 667 In-Text Vignette: Geotechnical baseline reports as a risk management tool by Randall J. Essex (the United States) 668 In-Text Vignette: Geotechnical baseline used in contractor’s bid by Michal Uhrin (the Czech Republic) 679 15.4 Unforeseeability 684 15.5 “Unforeseeability” according to FIDIC forms 684 15.6 Site data 686 In-Text Vignette: Water-related construction projects by Robert Werth(Germany) 689 15.7 Sufficiency of the accepted contract amount 691 15.8 Unforeseeable physical conditions 692 In-Text Vignette: Ground conditions risk in an EPC contract for a gas treatment plant by Cristina Della Moretta (Italy) 693 15.9 Unforeseeable operation of the forces of nature 697 In-Text Vignette: Clairvoyance: A contractor’s duty? by Gustavo Paredes and Katherine Waidhofer (Peru) 697 15.10 Force majeure 700 15.11 Release from performance under law 701 16 Securities 703 16.1 Securities in construction 703 16.2 Bank guarantees 704 16.3 Functions and parameters of bank guarantees 704 16.4 Specifics of retention guarantee 706 In-Text Vignette: Performance security and termination payment security in hydropower projects by Alex Blomfield (UK) 708 16.5 Governing law 709 In-Text Vignette: Common law specifics related to securities by Rupert Choat and Aidan Steensma (UK) 710 16.6 ICC rules related to securities 712 16.7 Suretyship 712 16.8 Stand-by letter of credit 713 16.9 Securities under FIDIC forms 714 17 Civil Engineering Works: Infrastructure Construction Projects 716 17.1 Investments in developing countries 716 17.2 The approach to the risk allocation in the United States 717 17.3 The approach to the risk allocation in the United Kingdom 719 In-Text Vignette: Construction of airports by Patrick Kain (South Africa) 720 17.4 The approach to the risk allocation in Central and Eastern Europe 722 In-Text Vignette: The Romanian experience by Claudia Teodorescu (Romania) 725 17.5 The Polish experience 731 In-Text Vignette: FIDIC Forms and contractual relationships in Poland by Aleksandra Marzec (Poland) 731 In-Text Vignette: Market environment prior to and after 2008: The need for change in procurement by Michał Skorupski (Poland) 734 In-Text Vignette: Claims considerations by Aleksandra Marzec (Poland) 740 In-Text Vignette: Contractor defense measures by Michał Skorupski (Poland) 745 17.6 The Czech experience 748 In-Text Vignette: Local limits for development: An interview with Shy Jackson (UK) by Lukas Klee (the Czech Republic) 750 18 Building Construction: Health Care Facilities 756 18.1 Health care facility construction project 756 18.2 Pre-design planning phase 756 18.3 Design phase 757 18.4 Basic structure of a hospital 758 18.5 Efficiency and cost effectiveness 758 18.6 Flexibility and expandability 759 18.7 Therapeutic environment 759 18.8 Cleaning and maintenance 759 18.9 Controlled circulation and accessibility 760 18.10 Aesthetics 760 18.11 Health and safety 761 18.12 Use of information technology 761 18.13 Relevant regulations and standards 761 18.14 Health care facility construction project: Suitable delivery method 762 Appendix A: Interactive Exercises 766 A.1 Interactive exercise 1: Delivery method selection 766 A.1.1 Task 766 A.2 Interactive exercise 2: Claim for delayed site handover 767 A.2.1 Task 767 A.2.2 Time schedule (program) 768 A.2.3 Site handover procedure 768 A.2.4 Mobilization 768 A.2.5 Acceleration 768 A.2.6 Claims 768 A.3 Interactive exercise 3: Claim due to suspension of work 769 A.3.1 Task 769 A.3.2 Suspension 769 A.3.3 Mobilization 769 A.3.4 Claims 770 A.4 Interactive exercise 4: Subcontractor claim for contractor delay (lack of cooperation, inadequate on-site coordination and improper, unclear, and delayed instructions) 770 A.4.1 Task 770 A.4.2 Fact 1—Lack of cooperation 771 A.4.3 Fact 2—Inadequate on-site coordination 771 A.4.4 Fact 3—Improper, unclear, and delayed instructions 771 Appendix B: Sample Letters (Examples of Formal Notices) 772 Appendix C: Dictionary of Construction Terms: English, German, French, Hungarian, Czech, Russian, Polish, Spanish, Portuguese and Chinese 791 C.1 Dictionary—General part 792 C.2 Dictionary—Contractor’s claims 800 C.3 Dictionary—Employer’s claims 804 Appendix D: Claim Management System under FIDIC Forms 807 D.1 Claim management team responsibilities 807 D.1.1 E1—Project manager 807 D.1.2 E2—Design and time schedule (program) 808 D.1.3 E3—Site manager 808 D.1.4 E4—Contract interpretation, monthly statements, invoicing, insurance, subcontractors, employer’s claims, mutual claims in a joint venture 809 D.1.5 E5—Administrative support 809 D.2 Claim management processes 810 D.3 Table of contractor’s claims under FIDIC CONS 811 D.4 Table of employer’s claims under FIDIC CONS 811 Appendix E: FIDIC Forms Risk Allocation Charts 813 E.1 Chart No.1: Basic risk allocation alternatives in connection with unforeseeable physical conditions 813 E.2 Chart No. 2: Basic comparison of risk allocation (claims options) in FIDIC CONS/1999 red book, P&DB/1999 yellow book, and EPC/1999 silver book 813 Index 817

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Book SynopsisTable of ContentsAcknowledgments xiii About the Author xv Preface xvii Disclaimer xix Introduction xxi The Goals of This Book xxi What Are the Benefits of This Book? xxi Contractor & Owner Conventions xxii Private Contracts or Government Contracts? xxii Key Contracting Concepts xxii Two Types of Commercial Terms & Conditions xxiii The Most Important Commercial Terms & Conditions xxv The Contracting Process xxv Terms & Conditions xxv The Concept of Risk Transfer xxvi This Is a Book Developed Just for Contractors xxvii Three Final Suggestions xxvii Chapter 1: Contracts: Basic Training 1 What Is a Contract? 1 The Steps to a Contract 1 Coming to the Party? 2 The Starting Point 3 “Here’s My Proposal” 4 “Consideration,” or Something of Value 5 The “Happy Test” 5 “Can That Person Sign This Contract?” 6 Call in the Enforcer to Close the Breach! 6 A Contract Example 8 Strange Words & Long Paragraphs 10 Contracting Myths 11 Contract Negotiations 12 Chapter 2: Types & Forms of Contracts 15 Fixed Price & Fixed Schedule Contracts 16 Reimbursable Type Contracts 16 Combined Fixed Price & Reimbursable Contracts 18 Cost Plus Fee Contracts 20 Guaranteed Maximum Price Contracts 21 Target Price Contracts 21 Contracts with Performance Incentives 22 Form of Contracts 23 Some Final Contract Housekeeping— Definitions 30 Conclusion 32 Chapter 3: Scope of Work 33 The Scope of Work Matrix 37 Scoping Drawings 39 Conclusion 40 Chapter 4: Terms of Payment & Cash Flow 41 Cash Flow 42 Interest Rates 44 Periodic Progress & Milestone Payments 45 Conclusion 59 Chapter 5: The Schedule 61 Float 62 Time Is of the Essence 64 Extra Time, but No Money 66 Conclusion 68 Chapter 6: Assurances of Performance 69 Guaranties & Bonds 70 What Does “Failure to Perform” Mean? 72 What Is a Bond? 72 Forms of Assurances of Performance 73 Surety Companies 78 Some Language Considerations on Guaranties & Bonds 82 Types of Performance Assurances 82 Conclusion 101 Chapter 7: Insurance 103 What Is Insurance? 104 Claims Made vs. Occurrence 105 Types of Insurance 106 Important Issues Associated with Insurance 112 Additional Insured Status 120 Additional Insurance Basics 121 A Typical Insurance Clause in a Construction Contract 134 Safety 140 Chapter 8: Indemnity 141 Insurance & Indemnity 142 Indemnity Definitions 142 Transferring the Owner’s Risks to Contractors 143 Fairness Is Not a Consideration 143 Is an Indemnity Required in a Construction Contract? 144 Anti- Indemnity Legislation 144 Examples of Indemnification Clauses 150 Indemnification, Additional Insured Status, & Contractual Liability Insurance 157 Owners Love CLAIMS! 161 Negotiating Indemnity Clauses 162 Knock- for- Knock Indemnities 165 Conclusion 166 Chapter 9: Changes 169 Some Ground Rules 170 Protecting the Project Manager 170 Owners’ Directives 171 Constructive Changes 171 Payment for Changes 172 Sample Change Clauses 172 Major Contract Changes 178 Negotiating Change Clauses 179 Conclusion 180 Chapter 10: Disputes & Their Resolution 183 What’s a Project Manager to Do? A Short Story to Start With 183 Disputes— The Construction Contract’s Bad Actor 184 An Ounce of Prevention 186 Dispute Resolution Options 186 The Folks who Negotiate, Mediate, Arbitrate, & Litigate 188 Dispute Resolution Clauses 189 Conclusion 192 Chapter 11: Damages 193 Breach of Contract/Failure to Perform 194 Contractors’ Financial Exposure 194 Actual Damages— A Silent Risk? 194 Liquidated Damages 196 Consequential Damages 204 Conclusion 206 Chapter 12: Warranties 207 A Workable Definition of Warranty 207 Warranty Issues 208 The Uniform Commercial Code 214 When Is No Warranty Appropriate? 217 Extended Duration Warranties 219 Limiting Provisions in Warranties 221 Pass- Through Warranties 221 Latent Defects & Warranty 222 A Sample Warranty 224 Conclusion 224 Chapter 13: Termination & Suspension 227 Termination for Cause 228 Termination for Convenience 229 Suspension 232 Cancellation 236 Conclusion 236 Chapter 14: Force Majeure 239 Negotiating Clauses 239 Sample Contract Language 240 Conclusion 244 Chapter 15: Other Contract Clauses 245 Site Conditions 246 Use of Completed Portions of the Work 251 Patent Indemnity 252 Secrecy & Confidentiality Clauses & Agreements 253 Owner’s Right to Inspect 254 Independent Contractors 257 Assignment 258 Acceptance & the Punch List 260 Advance & Partial Waiver of Liens 262 Final Waiver of Liens 265 Audit Rights 268 Severability or Validity Clauses 269 Venue & Applicable Law 269 Florida Civil Code Chapter 47 Venue 270 Texas Business & Commercial Code Annotated §272.001 271 Venue and Choice of Law State Statutes 271 Contractual Rendition? 271 Changes in the Law 272 Some Interesting Clauses to Close 273 Chapter 16: A Construction Contractor’s Contract Checklist 275 Chapter 17: International Contracting 283 International Contracts 284 The U.S. Foreign Corrupt Practices Act 285 Letters of Credit 286 Split Contracts: Onshore & Offshore Contracts 288 Political, Religious, & Economic Risks 289 Overseas Private Investment Corporation (OPIC) 290 Legal Systems in Foreign Countries 290 Local Employees, Partners, & Agents 291 Offshore Companies 292 Currency Risks 293 Applicable Law 297 Joint Ventures 299 Joint Operations 299 Import & Export Considerations 300 Understanding INCOTERMS 302 The Export‐ Import Bank of the United States 305 Where to Get Some Help— Ask the U.S. Government 306 Lastly, Use the Right Paper Size! 307 Conclusion 307 Chapter 18: What’s It Take to Do Business in Southeast Asia? 309 Patience Is Golden 310 Walk the Talk 310 Time and Money 311 The US Foreign Corrupt Practices Act 312 Center for Strategic and International Studies 313 Trans Pacific Partnership (TPP) 314 Backdoor to China and India 314 SPECIAL Section— The Socialist Republic of Vietnam (Vietnam) 316 Resources for Business in Southeast Asia 317 Chapter 19: Some Final Thoughts on Negotiating Contracts 319 Why Negotiate? 320 The Concept of Standard Terms & Conditions 320 Risk Transfer Item 1: Get Rid of the Indemnity Clause! 322 Risk Transfer Item 2: Don’t Provide Additional Insured Status 323 Risk Transfer Clauses, Insurance, & Safety 323 How to Say No without Aggravating the Owner 324 The Worst Contracting Word: “Reasonable” 324 The Best Contracting Word: “Notwith- standing” 325 Win- Win & Lose- Lose in Contract Negotiations— Fairy Tales? 326 Is There a Price for Bad Commercial Terms & Conditions? 327 Terms of Payment 327 Some Tips on Successful Negotiating 328 Three First (and Final) Suggestions 328 Resources 329 Glossary 333 Index 349

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Book SynopsisContracts are vital to the construction delivery process; they direct and govern every move. This book strips the legal mystique and jargon from contracts and exposes their basic logic. It is presented in three parts, covering issues that arise during the three stages of contract administration: the components of contracts and methods of project delivery; tendering and sub-contracting; specific contracts and dealing with contract disputes. It is an essential guide for tertiary students of construction management, civil engineering, building and architecture, but also covers topics that are essential for practitioners in the construction industry.

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Book SynopsisThe Research Handbook on EU Consumer and Contract Law takes stock of the evolution of this fascinating area of private law to date and identifies key themes for the future development of the law and research agendas. This major Handbook brings together contributions by leading academics from across the EU on the latest developments and controversies in these important areas of law. The Handbook is divided into three distinct and thematic parts: firstly, authors examine a range of cross-cutting issues relevant to both consumer and contract law. The second part discusses specific topics on EU consumer law, including the consumer image within EU law, information duties and unfair contract terms. The final part focuses on a number of important subjects which remain current in the development of EU contract law and presents a number of innovative solutions to the challenges presented in parts one and two. This timely and insightful Handbook will provide both a comprehensive survey of this area of law for the novice researcher and fresh food-for-thought for scholars who have been researching this area of law for many years.Contributors include: E.A. Amayuelas, H. Beale, J.M. Bech Serrat, C. Busch, R. Canavan, P. Cartwright, O.O. Cherednychenko, G. Comparato, G. Cordero-Moss, A. Cygan, L. Gillies, M. Graziadei, M.W. Hesselink, G. Howells, C. Mak, V. Mak, H.-W. Micklitz, B. Pozzo, P. Rott, J. Rutgers, J.M. Smits, Y. Svetiev, E.T.T. Tai, C. Twigg-Flesner, W.H. van Boom, J. Watson, F. ZollTrade Review'Professor Twigg-Flesner has assembled a talented and multinational team of scholars to work on this project and they have delivered a terrific book. It is comprehensive and ambitious, sensitive to the context in which the EU's involvement in consumer and contact law has developed over time, and moreover the book is not only a state of the art description of the law, it is also reform-minded and forward-looking.' --Stephen Weatherill, University of Oxford, UKTable of ContentsContents: Preface Introduction: EU consumer and contract law at a crossroads? Christian Twigg-Flesner PART I CROSS-CUTTING ISSUES 1. A step too far? Constitutional objections to harmonisation of EU consumer and contract law Adam Cygan 2. The regulatory character of European private law Guido Comparato, Hans-W Micklitz and Yane Svetiev 3. The problems associated with the implementation of directives into national legal systems – a few examples from the codified legal traditions Fryderyk Zoll 4. Fostering a European legal identity through contract and consumer law Michele Graziadei 5. The impact of fundamental rights Olha O. Cherednychenko 6. The challenges of a multi-lingual approach Barbara Pozzo 7. Recent developments in the approximation of EU private international laws: towards mutual trust, mutual recognition and enhancing social justice in civil and commercial matters Lorna E. Gillies 8. Free movement and contract law Chantal Mak PART II CONSUMER LAW 9. The consumer image within EU law Peter Cartwright 10. The future of pre-contractual information duties: from behavioural insights to big data Christoph Busch 11. Withdrawal rights Jonathon Watson 12. Contracts of sale Rick Canavan 13. Unfair contract terms Peter Rott 14. Financial services and consumer protection Vanessa Mak 15. Services, including services of general interest Eric Tjong Tjin Tai 16. Consumer travel law Josep Maria Bech Serrat 17. Unfair commercial practices Willem H. van Boom 18. Consumer law enforcement and access to justice Geraint Howells PART III CONTRACT LAW 19. The story of EU contract law– from 2001 to 2014 Hugh Beale 20. The idea of an optional contract code Esther Arroyo Amayuelas 21. Standard contract terms as an alternative to legislation Giuditta Cordero-Moss 22. Contract theory and EU contract law Martijn W. Hesselink 23. European contract law and social justice Jacobien W. Rutgers 24. The future of contract law in Europe Jan M. Smits 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 SynopsisThis accessible and innovative textbook adopts a practical, transactions-centered approach to contract law by using contract clauses to explain doctrinal concepts. While reading this book, students will gain a working knowledge of important contract provisions and learn how to use contracts to prevent problems, reduce risks, and add value to transactions.This textbook contains unique features including reflection prompts, case highlights, and ''applying what you learned'' exercises to reinforce learning and help students gain essential transactional skills. Law professor and contracts expert Nancy Kim focuses on litigation prevention with a problem-solving approach. She offers helpful tips to avoid potential pitfalls in drafting contracts and provides explanations for common contract clauses and their meanings. Access to a digital teacher's manual is available upon purchase of the book.The Fundamentals of Contract Law and Clauses will be an invaluable resource for both law and business students, specifically in contracts, commercial law, business law and other transactions-oriented classes.Contents: PART I INTRODUCTION PART II A ROADMAP TO A CONTRACT 1. The Purpose of a Contract and Contract Clauses 2. The Anatomy of a Contract 3. A Very Brief Overview of Contract Law PART III CONTRACT CLAUSES AND CONTRACT DOCTRINE 4. Common Contract Clauses Involving Contract Formation 5. Contract Clauses and Contract Enforceability 6. Contract Clauses and Issues Related to Performance and Breach 7. Contract Clauses and Parties Other Than the Original Parties to the Contract 8. Contract Clauses Addressing Remedies IndexTrade Review'Professor Kim's book is ideal for anyone interested in improving their contract negotiation skills. Through its blend of contract doctrine, case summaries, sample clauses and questions designed to encourage reflection, the book provides an ideal blend of contract theory and practice. The caveats on "greedy drafting" that are sprinkled throughout the book are unique and useful. These cautionary scenarios serve as a reminder that successful drafting of contract clauses requires consideration of both legal and ethical principles.' --George Siedel, University of Michigan'Professor Nancy Kim has continued her writing on modern contract law with this excellent introduction to contracts and contract clauses, aimed at both law students and middle managers who must deal with contracts despite their lack of formal legal training. Kim explains clearly and gives both good and bad examples of contract writing from the real world.' --Peter Linzer, University of HoustonTable of ContentsContents: PART I INTRODUCTION PART II A ROADMAP TO A CONTRACT 1. The Purpose of a Contract and Contract Clauses 2. The Anatomy of a Contract 3. A Very Brief Overview of Contract Law Part III CONTRACT CLAUSES AND CONTRACT DOCTRINE 4. Common Contract Clauses Involving Contract Formation 5. Contract Clauses and Contract Enforceability 6. Contract Clauses and Issues Related to Performance and Breach 7. Contract Clauses and Parties Other Than the Original Parties to the Contract 8. Contract Clauses Addressing Remedies Index

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Book SynopsisThis accessible and innovative textbook adopts a practical, transactions-centered approach to contract law by using contract clauses to explain doctrinal concepts. While reading this book, students will gain a working knowledge of important contract provisions and learn how to use contracts to prevent problems, reduce risks, and add value to transactions.This textbook contains unique features including reflection prompts, case highlights, and ''applying what you learned'' exercises to reinforce learning and help students gain essential transactional skills. Law professor and contracts expert Nancy Kim focuses on litigation prevention with a problem-solving approach. She offers helpful tips to avoid potential pitfalls in drafting contracts and provides explanations for common contract clauses and their meanings. Access to a digital teacher's manual is available upon purchase of the book.The Fundamentals of Contract Law and Clauses will be an invaluable resource for both law and business students, specifically in contracts, commercial law, business law and other transactions-oriented classes.Contents: PART I INTRODUCTION PART II A ROADMAP TO A CONTRACT 1. The Purpose of a Contract and Contract Clauses 2. The Anatomy of a Contract 3. A Very Brief Overview of Contract Law PART III CONTRACT CLAUSES AND CONTRACT DOCTRINE 4. Common Contract Clauses Involving Contract Formation 5. Contract Clauses and Contract Enforceability 6. Contract Clauses and Issues Related to Performance and Breach 7. Contract Clauses and Parties Other Than the Original Parties to the Contract 8. Contract Clauses Addressing Remedies IndexTrade Review'Professor Kim's book is ideal for anyone interested in improving their contract negotiation skills. Through its blend of contract doctrine, case summaries, sample clauses and questions designed to encourage reflection, the book provides an ideal blend of contract theory and practice. The caveats on "greedy drafting" that are sprinkled throughout the book are unique and useful. These cautionary scenarios serve as a reminder that successful drafting of contract clauses requires consideration of both legal and ethical principles.' --George Siedel, University of Michigan'Professor Nancy Kim has continued her writing on modern contract law with this excellent introduction to contracts and contract clauses, aimed at both law students and middle managers who must deal with contracts despite their lack of formal legal training. Kim explains clearly and gives both good and bad examples of contract writing from the real world.' --Peter Linzer, University of HoustonTable of ContentsContents: PART I INTRODUCTION PART II A ROADMAP TO A CONTRACT 1. The Purpose of a Contract and Contract Clauses 2. The Anatomy of a Contract 3. A Very Brief Overview of Contract Law Part III CONTRACT CLAUSES AND CONTRACT DOCTRINE 4. Common Contract Clauses Involving Contract Formation 5. Contract Clauses and Contract Enforceability 6. Contract Clauses and Issues Related to Performance and Breach 7. Contract Clauses and Parties Other Than the Original Parties to the Contract 8. Contract Clauses Addressing Remedies Index

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Book SynopsisThis analytical book examines how the common law of the employment contract is likely to evolve. Tracing the radical evolution of this area over the last 40 years, it explores how many of the changes in common law have been triggered by the judicial 'discovery' of the key attributes of the relationship.Douglas Brodie assesses how employment contract law is likely to develop, paying particular attention to wider developments of the law of obligations such as the recognition of the importance of fair dealing and the significance of relational contracts. Investigating the importance of how courts now regard the employment contract as governing personal relations, the author concludes that key attributes of the contract, including the imbalance of power between employee and employer, are likely to remain the key driver for change.The Future of the Employment Contract will be an essential read for students and scholars of employment law and the law of obligations. It will also be of benefit to legal practitioners as they look to frame innovative legal arguments.Trade Review‘This work comprises a necessary addition to any labour law academic’s library, particularly those interested in the dynamicity of ways the common law, alongside statute, will impact the employment contract going forward. It is an equally beneficial resource for students of labour law, and will undoubtedly be of use to employment law practitioners who wish to shape cutting-edge legal arguments and persuasively influence judicial decision-making. In that sense, it is set to influence how judges evolve the law governing the employment contract in the future.’ -- Gabrielle Golding, The Edinburgh Law Review'In Douglas Brodie's The Future of the Employment Contract, one of the world's leading scholars on the employment contract provides a rich and judicious examination of the prospects for a worker-protective common law. The result is an impressive piece of scholarship that is sensitive to the virtues and the vices of the common law mind when it encounters the world of work. It deserves to be widely read, and it will influence academic and judicial debates at the frontiers of the discipline.' -- Alan Bogg, University of Bristol, UK'In The Future of the Employment Contract Douglas Brodie deftly analyzes current normative and jurisprudential debates about the contract of employment in UK law, interwoven with insights from other common law jurisdictions. The result is a work of perceptiveness and foresight, relevant far beyond the UK, that highlights how changing forms of work, changing terms of law, and public values will shape the future frontiers of the common law of contracts.' -- Claire Mummé, University of Windsor, CanadaTable of ContentsContents: Preface Introduction PART I JUDICIAL VALUES 1. The judges and the values of the employment contract PART II CATEGORISATION 2. Re-categorisation as a fiduciary PART III THE POTENTIAL IMPACT OF ENTERPRISE LIABILITY 3. Questions of inclusion 4. Risk allocation and psychiatric harm 5. Risk allocation and financial harm PART IV THE IMPACT OF RELATIONAL CONTRACT SCHOLARSHIP 6. Judicial creativity and doctrinal limitations 7. Preserving the relationship 8. Contractual damages 9. The contribution from contract and commerce PART V THE IMPACT OF THE RISE OF GOOD FAITH 10. Unconscionable employment 11. Good faith as a core principle PART VI THE IMPACT OF STATUTE 12. The relationship between the common law and statute PART VII CONCLUSIONS 13. Conclusions Index

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Book SynopsisThe contract of employment provides in many jurisdictions the legal foundation for the employment of workers. This book examines how the development of the common law under the influence of contemporary social and economic pressures has caused this contract to evolve. International employment law experts provide a comparative study of the contract of employment across three closely related common law jurisdictions: the UK, Australia and New Zealand. Adopting a thematic approach, they analyse the key facets of the common law of employment such as who is an employee, the implied duties of employees and the restraints on employee mobility. Examining the interaction between common law and domestic statutory law and the politics and labour relations systems, this book considers the legal variations for each jurisdiction and its response to new developments in employment. It addresses the capacity of the common law to respond to contemporary developments such as the `gig' economy and the increasingly intrusive surveillance of employees, both at work and in their private lives. Insightful and contemporary, this book will appeal to students and scholars of employment and contract law as well as those studying comparative law more widely. Practitioners involved in employment policy or employment litigation will also benefit from the wealth of up-to-date knowledge on common law trends and developments.Trade Review'The law of the employment contract and relationship has been and remains a very fruitful subject for comparative research and writing as between Common Law jurisdictions. Gordon Anderson, Douglas Brodie, and Joellen Riley have, by taking a deeply combined perspective upon this topic from Australia, New Zealand, and the United Kingdom, made a very significant and historically intelligent contribution to the existing literature.' --Mark Freedland, University of Oxford, UK'A masterful, comprehensive comparison - not lacking in normative content - of the commonalities and differences in judge-made employment law in Australia, New Zealand, and the United Kingdom, with occasional glances at Canada. It sweeps across the employment relationship exploring the intricate dialogue between courts and legislatures. Threaded throughout is the judicial treatment of managerial prerogative in the wake of legislative change. The book is a key source for students of comparative employment law.' --Matthew W. Finkin, University of Illinois at Urbana-Champaign, USTable of ContentsContents: Preface Table of Cases Table of Statutes 1. Introduction 2. Development and character of the contract of employment 3. Defining the employee 4. Changing and alternative modes of employment 5. Statutory and incorporated terms 6. Fairness of the bargain and allocation of risk 7. Fidelity, mutual trust and confidence and fair dealing 8. The work/personal interface 9. Employee mobility 10. Security in Employment 11. Common Law Remedies 12. Conclusions Index

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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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