Governing Innovative Collaboration: A New Theory of Contract

Matthew Jennejohn

Brigham Young University - J. Reuben Clark Law School

October 22, 2006

Herein I outline an alternative theory of contract and contract enforcement. This theory is based upon two claims, one positive and one normative. The first claim is that incomplete contracting theory fails to explain how economic actors govern production in the new economy. Theories of "pragmatic governance" do, however, capture how modern firms order their relationships. To support this first claim, evidence from collaborative contracts is presented. The second claim is that, because both the traditional contextualist and the ascendant neoformalist approaches to contract enforcement undermine this new form of contract, a new philosophy is needed. A hybrid approach, integrating both formalism and problem-solving judicial intervention, provides such an alternative.

Keywords: contract theory, economic organization, theory of the firm, incomplete contracts, relational contracts, private ordering, contract interpretation, pragmatism, formalism, contextualism, problem-solving court, alternative dispute resolution

JEL Classification: K12, K20, K41, D23, D81, D83, L14, L23, L22, O12

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Date posted: October 13, 2006 ; Last revised: September 16, 2013

Suggested Citation

Jennejohn, Matthew, Governing Innovative Collaboration: A New Theory of Contract (October 22, 2006). Available at SSRN: http://ssrn.com/abstract=937127 or http://dx.doi.org/10.2139/ssrn.937127

Contact Information

Matthew Jennejohn (Contact Author)
Brigham Young University - J. Reuben Clark Law School ( email )
430 JRCB
Brigham Young University
Provo, UT 84602
United States

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