Annual Boden Lecture: Contract Design and the Goldilocks Problem

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Annual Boden Lecture: Contract Design and the Goldilocks Problem
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Contract Design and the Goldilocks Problem

Thursday, October 2, 2014
4:30 p.m.
Ray and Kay Eckstein Hall
Parking is available on site
1 CLE credit

Robert E. Scott
Alfred McCormack Professor of Law
Columbia University

During Professor Scott's 40 years as a leading professor of contracts, his teaching focus has substantially shifted from analysis of the parties' arguments to consideration of how they could have designed their contract to avoid their dispute altogether. He brings this same focus to his scholarship and this lecture. The traditional battle over interpretive approaches—Williston's textualism (followed in Wisconsin) versus Corbin's contextualism (the approach in California and under the UCC)—addresses litigators' concerns while overlooking the interests of the transactional lawyer. The latter must contend with the prospect of strategic behavior in the event of a dispute, and must decide whether to address that possibility via specific contractual terms or, instead, to delegate discretion to a court.

All of this (together with much else) creates the "Goldilocks problem." Courts are tempted to police opportunistic, shading-the-truth behavior, but are ill-equipped to determine when parties are actually engaged in it. Is there an alternative? Professor Scott will suggest that sophisticated parties can design their contracts in ways that invite a court to police for opportunism only when the court is likely to get the question right.

Robert E. Scott is the Alfred McCormack Professor of Law and the director of the Center for Contract and Economic Organization at Columbia Law School. He is a nationally recognized scholar and teacher in the fields of contracts, commercial transactions, and bankruptcy. He served for 10 years as the dean of the University of Virginia School of Law and from 1982 to 2003 as the school's Lewis F. Powell Jr. Professor of Law. In addition to his numerous books and articles, Professor Scott's extensive professional engagement has included service as a member of the Uniform Commercial Code Article 9 Study Committee and the Article 2 Drafting Committee.

Questions?
Carol Dufek, Events Coordinator, 414.288.6452, carol.dufek@marquette.edu.

Annual Boden Lecture: Contract Design and the Goldilocks Problem
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