Origin Myths, Contracts, and the Hunt for Pari Passu
Mark C. Weidemaier
University of North Carolina (UNC) at Chapel Hill - School of Law
Robert E. Scott
Columbia University - Law School
G. Mitu Gulati
Duke University - School of Law
March 25, 2011
UNC Legal Studies Research Paper No. 1633439
5th Annual Conference on Empirical Legal Studies Paper
Sovereign loans involve complex but largely standardized contracts, and these include some terms that no one understands. Lawyers often account for the existence of these terms through origin myths. Focusing on one contract term, the pari passu clause, this article explores two puzzling aspects of these myths. First, it demonstrates that the myths are inaccurate as to both the clause’s origin and the role of lawyers in contract drafting. Second, the myths often are unflattering, inaccurately portraying lawyers as engaged in little more than rote copying. The article probes this disjunction between the myths and lawyers’ actual practices and explores why contracts origin myths might hold such appeal for this elite segment of the bar.
Number of Pages in PDF File: 55
Keywords: contracts, sovereign debt, pari passu, sovereign bonds, lawyersworking papers series
Date posted: July 17, 2010 ; Last revised: March 27, 2011
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