In today's global markets, commercial contracts are the backbone of complex financial and corporate transactions. Yet despite their centrality, these documents are often riddled with flaws-ambiguous terms, outdated provisions, and strategic traps-that persist across deals and markets. Legal theory tends to overlook these imperfections, assuming contracts are coherent, intentional, and complete. But the reality of contract production tells a different story.Contract Hazards: Lawyers and Their Landmines investigates the hidden dangers embedded in standardized contract language. These "landmines" are not rare mistakes-they are structural features of how contracts are assembled under pressure, often from recycled precedent and boilerplate. Drawing on both qualitative and quantitative research, it explores how flawed terms originate, why they endure, and how they are sometimes exploited by lawyers when deals unravel.Focusing on markets such as sovereign bonds, mergers, and syndicated loans, this analysis traces how different legal communities respond to these flaws-some seeking to repair them, others learning to weaponize them. While landmines are widespread, the behavior of lawyers and the institutional dynamics of each market shape how they are managed.By bridging the gap between contract theory and contract practice, Contract Hazards offers a compelling new perspective on how legal documents evolve. It challenges conventional assumptions and illuminates the complex, often messy realities of modern contract drafting.

Boilerplate language in contracts tends to stick around long after its origins and purpose have been forgotten. Usually there are no serious repercussions, but sometimes it can cause unexpected problems. Such was the case with the obscure pari passu clause in cross-border sovereign debt contracts, until a novel judicial interpretation rattled international finance by forcing a defaulting sovereign - for one of the first times in the market's centuries-long history - to repay its foreign creditors. Though neither party wanted this outcome, the vast majority of contracts subsequently issued demonstrate virtually no attempt to clarify the imprecise language of the clause. Using this case as a launching pad to explore the broader issue of the "stickiness" of contract boilerplate, Mitu Gulati and Robert E. Scott have sifted through more than one thousand sovereign debt contracts and interviewed hundreds of practitioners to show that the problem actually lies in the nature of the modern corporate law firm. The financial pressure on large firms to maintain a high volume of transactions contributes to an array of problems that deter innovation.With the near certainty of massive sovereign debt restructuring in Europe, "The Three and a Half Minute Transaction" speaks to critical issues facing the industry and has broader implications for contract design that will ensure it remains relevant to our understanding of legal practice long after the debt crisis has subsided.

Much of international law, like much of contract, is enforced not by independent sanctions but rather through cooperative interaction among the parties, with repeat dealings, reputation, and a preference for reciprocity doing most of the enforcement work. Originally published in 2006, The Limits of Leviathan identifies areas in international law where formal enforcement provides the most promising means of promoting cooperation and where it does not. In particular, it looks at the International Criminal Court, the rules for world trade, efforts to enlist domestic courts to enforce orders of the International Court of Justice, domestic judicial enforcement of the Geneva Convention, the domain of international commercial agreements, and the question of odious debt incurred by sovereigns. This book explains how international law, like contract, depends largely on the willingness of responsible parties to make commitments.

Much of international law, like much of contract, is enforced not by independent sanctions but rather through cooperative interaction among the parties, with repeat dealings, reputation, and a preference for reciprocity doing most of the enforcement work. Originally published in 2006, The Limits of Leviathan identifies areas in international law where formal enforcement provides the most promising means of promoting cooperation and where it does not. In particular, it looks at the International Criminal Court, the rules for world trade, efforts to enlist domestic courts to enforce orders of the International Court of Justice, domestic judicial enforcement of the Geneva Convention, the domain of international commercial agreements, and the question of odious debt incurred by sovereigns. This book explains how international law, like contract, depends largely on the willingness of responsible parties to make commitments.

This book, originally published in 1994, explores the effects of federal policies on the US auto industry in the 1970s and 80s which were designed to save jobs and help the domestic industry become more competitive. The author develops a new model based on modern oliopoly theory to estimate the effects of the voluntary Restraint Agreements (which limited Japanese imports) on the US auto market. The results demonstrate that VRAs caused price increases which adversely affected the comptitiveness of US producers. On the eve of a new Trump administration, and the likelihood of new restrictions on imports to boost US manufacturing, this book has particular enduring relevance.

This book, originally published in 1994, explores the effects of federal policies on the US auto industry in the 1970s and 80s which were designed to save jobs and help the domestic industry become more competitive. The author develops a new model based on modern oliopoly theory to estimate the effects of the voluntary Restraint Agreements (which limited Japanese imports) on the US auto market. The results demonstrate that VRAs caused price increases which adversely affected the comptitiveness of US producers. On the eve of a new Trump administration, and the likelihood of new restrictions on imports to boost US manufacturing, this book has particular enduring relevance.

In today's global markets, commercial contracts are the backbone of complex financial and corporate transactions. Yet despite their centrality, these documents are often riddled with flaws-ambiguous terms, outdated provisions, and strategic traps-that persist across deals and markets. Legal theory tends to overlook these imperfections, assuming contracts are coherent, intentional, and complete. But the reality of contract production tells a different story.Contract Hazards: Lawyers and Their Landmines investigates the hidden dangers embedded in standardized contract language. These "landmines" are not rare mistakes-they are structural features of how contracts are assembled under pressure, often from recycled precedent and boilerplate. Drawing on both qualitative and quantitative research, it explores how flawed terms originate, why they endure, and how they are sometimes exploited by lawyers when deals unravel.Focusing on markets such as sovereign bonds, mergers, and syndicated loans, this analysis traces how different legal communities respond to these flaws-some seeking to repair them, others learning to weaponize them. While landmines are widespread, the behavior of lawyers and the institutional dynamics of each market shape how they are managed.By bridging the gap between contract theory and contract practice, Contract Hazards offers a compelling new perspective on how legal documents evolve. It challenges conventional assumptions and illuminates the complex, often messy realities of modern contract drafting.

Boilerplate language in contracts tends to stick around long after its origins and purpose have been forgotten. Usually there are no serious repercussions, but sometimes it can cause unexpected problems. Such was the case with the obscure pari passu clause in cross-border sovereign debt contracts, until a novel judicial interpretation rattled international finance by forcing a defaulting sovereign - for one of the first times in the market's centuries-long history - to repay its foreign creditors. Though neither party wanted this outcome, the vast majority of contracts subsequently issued demonstrate virtually no attempt to clarify the imprecise language of the clause. Using this case as a launching pad to explore the broader issue of the "stickiness" of contract boilerplate, Mitu Gulati and Robert E. Scott have sifted through more than one thousand sovereign debt contracts and interviewed hundreds of practitioners to show that the problem actually lies in the nature of the modern corporate law firm. The financial pressure on large firms to maintain a high volume of transactions contributes to an array of problems that deter innovation.With the near certainty of massive sovereign debt restructuring in Europe, "The Three and a Half Minute Transaction" speaks to critical issues facing the industry and has broader implications for contract design that will ensure it remains relevant to our understanding of legal practice long after the debt crisis has subsided.

Much of international law, like much of contract, is enforced not by independent sanctions but rather through cooperative interaction among the parties, with repeat dealings, reputation, and a preference for reciprocity doing most of the enforcement work. Originally published in 2006, The Limits of Leviathan identifies areas in international law where formal enforcement provides the most promising means of promoting cooperation and where it does not. In particular, it looks at the International Criminal Court, the rules for world trade, efforts to enlist domestic courts to enforce orders of the International Court of Justice, domestic judicial enforcement of the Geneva Convention, the domain of international commercial agreements, and the question of odious debt incurred by sovereigns. This book explains how international law, like contract, depends largely on the willingness of responsible parties to make commitments.

Much of international law, like much of contract, is enforced not by independent sanctions but rather through cooperative interaction among the parties, with repeat dealings, reputation, and a preference for reciprocity doing most of the enforcement work. Originally published in 2006, The Limits of Leviathan identifies areas in international law where formal enforcement provides the most promising means of promoting cooperation and where it does not. In particular, it looks at the International Criminal Court, the rules for world trade, efforts to enlist domestic courts to enforce orders of the International Court of Justice, domestic judicial enforcement of the Geneva Convention, the domain of international commercial agreements, and the question of odious debt incurred by sovereigns. This book explains how international law, like contract, depends largely on the willingness of responsible parties to make commitments.

This book, originally published in 1994, explores the effects of federal policies on the US auto industry in the 1970s and 80s which were designed to save jobs and help the domestic industry become more competitive. The author develops a new model based on modern oliopoly theory to estimate the effects of the voluntary Restraint Agreements (which limited Japanese imports) on the US auto market. The results demonstrate that VRAs caused price increases which adversely affected the comptitiveness of US producers. On the eve of a new Trump administration, and the likelihood of new restrictions on imports to boost US manufacturing, this book has particular enduring relevance.

This book, originally published in 1994, explores the effects of federal policies on the US auto industry in the 1970s and 80s which were designed to save jobs and help the domestic industry become more competitive. The author develops a new model based on modern oliopoly theory to estimate the effects of the voluntary Restraint Agreements (which limited Japanese imports) on the US auto market. The results demonstrate that VRAs caused price increases which adversely affected the comptitiveness of US producers. On the eve of a new Trump administration, and the likelihood of new restrictions on imports to boost US manufacturing, this book has particular enduring relevance.