Center for Contract and Economic Organization
The Charles Evans Gerber Transactional Studies Center
Professor Mark Gergen: Thank you. It is an honor to speak to this group and to be on a panel with Stewart Macaulay, Keith Rowley, and Victor Goldberg. I have an enormous amount of respect for the three. Keith had the misfortune of being a student of mine in Federal Income Tax.
Framing Contract Law offers a wealth of information about familiar cases. Victor argues that in construing contracts, courts should be attentive to how people engineer contracts to minimize transaction costs. He shows that courts often err in this regard, imposing unnecessary costs. To make his case, Victor delves deeply into the background of cases, many that will be familiar to anyone who has taught contracts, and turns up much that is new and interesting. I am going to follow Victor's lead by focusing on two cases that he discusses. I will briefly summarize what he says about the cases. I will then use the cases as a springboard to make my points, which are different from Victor's points.
Mark P. Gergen, Victor P. Goldberg, Stewart Macaulay & Keith A. Rowley,
Transactional Economics: Victor Goldberg's Framing Contract Law,
S. Tex. L. Rev.
Available at: https://scholarship.law.columbia.edu/faculty_scholarship/593