Issue Spotting

Knowing the Default Rules

Revisiting this 2014 post on reading a contract reminded me of an aspect of reviewing contracts that perhaps doesn’t get the attention it deserves: factoring in the default rules. If your understanding of a transaction is limited to what’s in the contract, you might be putting yourself at a disadvantage—you might be unaware of default rules that would apply in … Read More

The Nexus Between Contracts and the Law

If they want to avoid causing problems for themselves, parties to a contract should bear in mind that the law interacts with contracts in various ways: The law determines whether the parties have an enforceable contract, as opposed to an informal, and unenforceable, agreement. (For example, in common-law systems a contract promise has to be supported by consideration or by … Read More

Issue Spotting an Aspect of Jane Doe’s Employment Agreement

You’ve been asked by Acme to draft an employment  agreement for Jane Doe, Acme’s new head of sales. As part of his muttered instructions to you, Roger Roe, Acme’s general counsel, says, “Oh, and Jane should work out of our Budapest office a couple of months a year.” It’s a simple idea, but some issues spring to mind. Allow me … Read More