Contract Hazards: Lawyers and Their Landmines

Author: Stephen J. Choi; Mitu Gulati; Robert E. Scott
Publisher: Oxford University Press
ISBN: 9780197821749
Published In: June 2026
Format: Hardback
Jurisdiction: U.S. ? Disclaimer:
Countri(es) stated herein are used as reference only

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Description
Contents

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In today's global markets, commercial contracts are the backbone of complex financial and corporate transactions. Yet despite their centrality, these documents are often riddled with flaws-ambiguous terms, outdated provisions, and strategic traps-that persist across deals and markets. Legal theory tends to overlook these imperfections, assuming contracts are coherent, intentional, and complete. But the reality of contract production tells a different story.

Contract Hazards: Lawyers and Their Landmines investigates the hidden dangers embedded in standardized contract language. These "landmines" are not rare mistakes-they are structural features of how contracts are assembled under pressure, often from recycled precedent and boilerplate. Drawing on both qualitative and quantitative research, it explores how flawed terms originate, why they endure, and how they are sometimes exploited by lawyers when deals unravel.

Focusing on markets such as sovereign bonds, mergers, and syndicated loans, this analysis traces how different legal communities respond to these flaws-some seeking to repair them, others learning to weaponize them. While landmines are widespread, the behavior of lawyers and the institutional dynamics of each market shape how they are managed.

By bridging the gap between contract theory and contract practice, Contract Hazards offers a compelling new perspective on how legal documents evolve. It challenges conventional assumptions and illuminates the complex, often messy realities of modern contract drafting.

Introduction

Part I. A New Paradigm?

Chapter One:A Visit from Gandalf

Chapter Two:Landmines

Chapter Three:Beyond Sovereigns

Chapter Four:Pari Passu and the Evolution of a Landmine

Part II. Gurus and Novices: Building a Theory

Chapter Five:Gurus and Novices

Chapter Six:Contract as Artifact

Chapter Seven:Landmines and Incomplete Contract Theory

Chapter Eight:Prevalence and Persistence

Part III. Other Artifacts: Lawyers, Legal Culture, and Landmines