Chapter 13 discusses numerous contractual clauses that are often relegated to the “back” of an agreement, but which can have important effects on the parties. These include the front matter of the agreement, definitions, assignment (PPG v. Guardian), marking, compliance with law, force majeure, merger and entire agreement, no waiver, severability, precedence, amendment, mutual negotiation, notices and interpretation.

Chapter 17 describes the evolution of online licenses and the understanding of their legal enforceability beginning with physical shrinkwrap agreements (ProCD v. Zeidenberg) and the classic battle of the forms (MA Mortenson v. Timberline). It then proceeds to click-through and browsewrap agreements (Specht v. Netscape) and concludes with a discussion of the future of consumer online agreements.

This chapter explains the main tools used by private equity firms to mitigate the “agency costs” of delegation: contractual alignment of economic interests (especially through sophisticated pay/performance sensitivity), and closer oversight through board and reporting structures.

Consumer protection law is notoriously imbalanced with respect to the superior ability of sellers to process information as compared to their customers. Yet despite the resulting comprehension asymmetries, the design of consumer contract law and disclosure requirements regularly fail to encourage sellers to communicate meaningfully with the target audience. This chapter explores how consumer protection law tacitly encourages incomprehensibility and proposes reforms which would provide increased incentives for meaningful communication between buyers and sellers.

Consumer protection law is notoriously imbalanced with respect to the superior ability of sellers to process information as compared to their customers. Yet despite the resulting comprehension asymmetries, the design of consumer contract law and disclosure requirements regularly fail to encourage sellers to communicate meaningfully with the target audience. This chapter explores how consumer protection law tacitly encourages incomprehensibility and proposes reforms which would provide increased incentives for meaningful communication between buyers and sellers.