ContractsProf Blog

Editor: Myanna Dellinger
University of South Dakota School of Law

Thursday, December 30, 2010

AALS Contracts Section Annual Meeting Program

Speaking of next week's AALS annual meeting, please plan to attend the Contracts Section's annual meeting program, Navigating Lombard Street in a Fog: Seeking (or Ignoring) Landmarks of Intent and Context, next Thursday, January 6th, from 2:00 to 5:00 p.m., in the Divisadero Room, Second Floor Level, Parc 55 Wyndham San Francisco Union Square.

The program will consist of two roundtables, during and after which we hope to elicit audience comments and questions.  A brief business meeting will follow the program's conclusion.

Intent to Contract and to be Bound by Specific Terms

Thomas W. Joo (UC-Davis), Moderator

Gregory M. Klass (Georgetown), Intent to Contract in Theory and Practice

Qi (George) Zhou (Sheffield), The Use of Implied Intention in English Contract Law

Tal Kastner (J.D., Yale; Ph.D. candidate (English), Princeton), The Persisting Ideal of Agreement in an Age of Boilerplate

Nancy S. Kim (California Western, visiting at Ohio State), Three Faces of Intent in Contract Formation

Jarrod Wong (U. of Pacific/McGeorge), Class Arbitration Waivers: A Case Study of Constructive Intent and the Limits of a Consent-Based Theory of Contract Law


Intended Meaning (and Effect) of "Agreed" Terms

Keith A. Rowley (UNLV), Moderator

Peter Linzer (Houston), The Problem with Plain Meaning and the Distinction Between Actual Intent in Contract Interpretation and Originalism in Constitutional Interpretation

Steven J. Burton (Iowa), Context, Plain Meaning, and the Objective Theory of Contract Interpretation

Adam B. Badawi (Washington U.), Interpretive Preferences and the Limits of the New Formalism

Michelle E. Boardman (George Mason), Insuring Understanding: The Tested Language Defense



December 30, 2010 in Conferences, Meetings, Recent Scholarship | Permalink | Comments (0) | TrackBack (0)

DeBeers UK Ltd. v. Atos Origins IT Services UK Ltd

Rough_diamond We love websites that provide links to actual legal decisions.  As Leopold von Ranke put it, you need to consult original sources in order to reconstruct events wie es eigentlich gewesen, and that is our aspiration here.  So, we tip our collective hat to Information for providing this full account with a link to the full opinion in the DeBeers case against Atos Origin.

The case involved an integration project that Atos Origin undertook for DeBeers.  The purpose of the project was to integrate DeBeers' supply chain systems in Botswana.  After numerous delays and mutual recriminations, the project fell apart in 2008.  DeBeers had stopped payment in March in order to express its dissatisfaction with the delays and with the  quality of the work done.  Atos Origin threatened to stop work in May unless the agreement could be renegotiated.  Atos Origin made good on its threat in June.  Both parties claimed that the other repudiated the contract.  The opinion runs to 382 numbered paragraphs and contains lots of juicy details about a relationship broken beyond repair.  I will cut to the chase.

Although Justice Edwards-Stuart of the UK's Technology and Construction Court in the High Court of Justice found that DeBeers was partially responsible for the project delays that precipitated the breach, he still found Atos liable to the tune of nearly £1 million for breach of contract.  Atos Origin stopped working on the project, on the ground that the project had changed fundamentally from its original scope.  The court found the breach to be willful and deliberate but did not award DeBeers the full £8.3 million in damages it sought because its actions caused losses to Atos Origin.  

DeBeers is now going to have to complete the project on its own.  


December 30, 2010 in Recent Cases, Web/Tech | Permalink | Comments (0) | TrackBack (0)

Wednesday, December 29, 2010

Lady Duff Deschanel?

Zooey Thanks to the New York Daily News and, we are well-informed regarding Zooey Deschanel v. Steve Madden, Ltd., a case in which the actress and singer (pictured, left) is claiming that various entities and individuals associated with the famous shoe designer (represented at right by a Beijing store) owe her $2 million for a breach of contract.  The complaint, linked to above, is mercifully short.  The basics are as follows:

According to Ms. Deschanel, in August 2010, her agent at Creative Artists Agency  entered into an oral agreement Steve Madden Store with the defendants, collectively called "Steve Madden," whose terms provided that Ms. Deschanel would be paid a $2 million fee, plus various royalties in excess of the up-front fee, in exchange for the exclusive right to use Ms. Deschanel's name and image in connection with certain shoes and accessories.  Ms. Deschanel further alleges that defendants sought to amend the contract to adjust the up-front fee downwards to $1.5 million, allegedly on the ground that a retailer was not supporting the agreement.  Ms. Deschanel claims that she agreed to the new terms and fully performed by allowing her name and image to be used by defendants and by not allowing her name and image to be used by anyone else.

In October 2010, defendants allegedly breached and repudiated the amended agreement.  Ms. Deschanel seeks to recover the original $2 million fee or in the alternative $1.5 million plus interest.  


December 29, 2010 in Celebrity Contracts, In the News, Recent Cases | Permalink | TrackBack (0)

Tuesday, December 28, 2010

Weekly Top Ten from the Social Science Research Network

SSRN Very exciting news this week in the top ten for followers of the blog because our own Meredith Miller is topping the Law & Society Contracts list.  Way to rack up the downloads, Meredith!

RECENT HITS (for all papers announced in the last 60 days) TOP 10 Papers for Journal of Contracts & Commercial Law eJournal 
October 28, 2010 to December 27, 2010


DownloadsPaper Title
1 198 Party Autonomy in Rome I and IΙ from a Comparative Perspective 
Symeon C. Symeonides
Willamette University - College of Law, 
Date posted to database: October 25, 2010 
Last Revised: October 26, 2010
2 197 Choice of Forum Provisions in Intra-Corporate Litigation: Mandatory and Elective Approaches (The 2010 Pileggi Lecture) 
Joseph Grundfest
Stanford University Law School, 
Date posted to database: October 11, 2010 
Last Revised: October 27, 2010
3 194 Suing the Government as a 'Joint Employer' - Evolving Pathologies of the Blended Workforce 
Steven L. SchoonerCollin D. Swan
George Washington University - Law School, George Washington University - Law School, 
Date posted to database: October 21, 2010 
Last Revised: November 16, 2010
4 193 The Gold Clause Cases and Constitutional Necessity 
Gerard N. Magliocca
Indiana University School of Law - Indianapolis, 
Date posted to database: November 17, 2010 
Last Revised: November 21, 2010
5 154 Divided Loyalties: The Attorney’s Role in Bankruptcy Reaffirmations 
Gregory M. Duhl
William Mitchell College of Law, 
Date posted to database: November 17, 2010 
Last Revised: November 17, 2010
6 146 The Regulation of Surrogate Motherhood in Greece 
Aristides N. Hatzis
University of Athens - Department of Philosophy & History of Science, 
Date posted to database: October 10, 2010 
Last Revised: October 10, 2010
7 142 Access or Expectation: The Test for Fiduciary Accountability 
Robert Flannigan
University of Saskatchewan, 
Date posted to database: October 29, 2010 
Last Revised: December 17, 2010
8 134 When Do Fiduciary Duties Arise? 
James J. Edelman
University of Oxford - Faculty of Law, 
Date posted to database: October 26, 2010 
Last Revised: November 13, 2010
9 120 Contract, Uncertainty and Innovation 
Ronald J. GilsonCharles F. SabelRobert E. Scott
Stanford Law School, Columbia University - Law School, Columbia University - Law School, 
Date posted to database: November 20, 2010 
Last Revised: December 3, 2010
10 96 Structure and Reform of Corporate Governance in the United Kingdom in Relation to the Shareholder Versus the Stakeholder Theory 
Rohit Arora
Unaffiliated Authors - affiliation not provided to SSRN
Date posted to database: September 29, 2010 
Last Revised: September 29, 2010

RECENT HITS (for all papers announced in the last 60 days)  Meredith Miller
TOP 10 Papers for Journal of LSN: Contracts (Topic) 

October 28, 2010 to December 27, 2010

RankDownloadsPaper Title
1 89 Strategic Default: The Popularization of a Debate Among Contract Scholars 
Meredith R. Miller
Touro College - Jacob D. Fuchsberg Law Center, 
Date posted to database: October 3, 2010 
Last Revised: November 17, 2010
2 87 The English vs. The American Rule on Attorneys Fees: An Empirical Study of Attorney Fee Clauses in Publicly-Held Companies’ Contracts 
Theodore EisenbergGeoffrey P. Miller
Cornell University - School of Law, New York University (NYU) - School of Law, 
Date posted to database: November 11, 2010 
Last Revised: November 15, 2010
3 62 Origin Myths, Contracts, and the Hunt for Pari Passu 
Mark C. WeidemaierRobert E. ScottG. Mitu Gulati
University of North Carolina (UNC) at Chapel Hill - School of Law, Columbia University - Law School, Duke University - School of Law, 
Date posted to database: July 17, 2010 
Last Revised: November 10, 2010
4 53 An Optional Instrument on EU Contract Law: Could it Increase Legal Certainty and Foster Cross-Border Trade? 
Martijn W. Hesselink
University of Amsterdam - Centre for the Study of European Contract Law (CSECL), 
Date posted to database: October 23, 2010 
Last Revised: December 15, 2010
5 43 An Optional Contract Law for Europe? (Rote Karte oder grünes Licht für den Blue Button) (German) 
Walter Doralt
Max Planck Institute for Comparative and International Private Law, 
Date posted to database: November 11, 2010 
Last Revised: November 11, 2010
6 38 Rudolf Von Jhering’s Influence on Karl Llewellyn 
Robert WhitmanJulie E. Wynns
University of Connecticut School of Law, Unaffiliated Authors - affiliation not provided to SSRN
Date posted to database: October 1, 2010 
Last Revised: October 1, 2010
7 35 The Double Soul of Promissory Estoppel - A Comparative View 
Paolo Pardolesi
Università degli Studi di Bari - Faculty of Law, 
Date posted to database: November 5, 2010 
Last Revised: December 8, 2010
8 35 How Organisational and Structural Weaknesses Impacted the Harmonisation Process and What it Implies for European Private Law (Strukturelle Schwächen in der Europäisierung des Privatrechts – Eine Prozessanalyse der jüngeren Entwicklungen) (German) 
Walter Doralt
Max Planck Institute for Comparative and International Private Law, 
Date posted to database: November 11, 2010 
Last Revised: November 11, 2010
9 23 Arbitration's Suspect Status 
Hiro N. Aragaki
Fordham University - Fordham University Schools of Business, 
Date posted to database: November 29, 2010 
Last Revised: December 2, 2010
10 20 Autonomy and Paternalism from a Common Law Perspective: Setting Aside Disadvantageous Transactions 
Stephen Michael Waddams
University of Toronto - Faculty of Law, 
Date posted to database: October 25, 2010 
Last Revised: October 25, 2010


December 28, 2010 in Recent Scholarship | Permalink | TrackBack (0)

Monday, December 27, 2010

Production Company Behind "Black Swan" Sues Former Chief

As reported in the New York Daily News here, Overnight LLC, the production company behind "Black Swan," the latest film about psychotic ballet dancers, is suing Aaron Kaufman, its former chief executive.  Overnight alleges that Kaufman bailed out on the film, stole a top director and left Overnight "saddled with debt."  At the heart of the suit, apparently, is a conflict between Kaufman and Overnight's current head, Rick Schwartz, who, while listed as an executive producer of the film, will not be eligible for an Academy Award.  Overnight is seeking $10 million in a breach of contract claim, alleging lost revenues, lost opportunities, and reputational harms, inter alia.  The Daily News says the allegations of the law suit are as complex as the plot of the film, so I'm assuming they go something like this:

*Warning: Spoiler Alert* Do not read on if you think your enjoyment of this kind of movie turns on not knowing the plot in advance:

Continue reading

December 27, 2010 in Celebrity Contracts, Film, In the News, Recent Cases | Permalink | Comments (0) | TrackBack (0)