GUNTHER TEUBNER, Johann Wolfgang Goethe Universität
Email: g.teubner@jur.uni-frankfurt.de

The book focuses on the legal regulation of business networks, virtual enterprises, just-in-time-systems and franchise chains that are normally concluded in the form of bilateral contracts, but at the same time give rise to multilateral legal effects. Such networks are extraordinarily confusing phenomena of private coordination since they neither fit within the market category nor within the concept of organization. How should the law react when networks exhibit traits of an 'organised irresponsibility', when they give rise to conflicts about internal responsibility, or when they produce negative externalities that impact on outside parties?

The first chapter deploys social science research on networks and concentrates on the new risks that they pose in order to identify the regulatory problems to which law should respond with norms apportioning responsibility and liability. The second chapter attempts to use social science analyses in order to determine which categories of German legal doctrine are best suited to dealing with the very particular operational logics, structural conditions, potentialities, hazards and conflicts associated with networks. In the third and defining chapter, the legal category of 'connected contracts' will be more closely tested in order to ascertain whether it has sufficient normative potential to allow for the elaboration of legal principles for network responsibility. The fourth chapter concerns the internal constitution of networks. What impact do network effects have upon the manifold bilateral exchange relationships within the network? The fifth chapter deals with the question whether network members are directly liable to each other via quasi-contractual duties between those network members who do not stand in a bilateral contractual relationship with one another. The sixth chapter tackles external liability in the light of the contradiction between collective and individual orientation. The focus is on the question of whether third parties external to the network can only address liability claims to individual contractual parties, or whether a 'collective' liability might arise as regards the network centre or other network members under certain conditions.

CLAIRE A. HILL, University of Minnesota, Twin Cities - School of Law
Email: hillx445@umn.edu

Complex business contracts are notoriously difficult to write and read. Certainly, when litigation arises, courts scarcely have an easy time interpreting them. Indeed, contracts don't look at all as though they are written to tell a court what the parties want. Why can't smart, well-motivated lawyers do a better job? My article argues that they rationally don't try. I argue for a view of contracting in which parties aren't principally trying to set forth an agreement for a court to enforce. Rather, by leaving inartful language and ambiguity in the agreement, parties are bonding themselves not to seek precipitous recourse to litigation. The agreement entered into provides each party with grounds to bring a lawsuit if it so desires. Thus, if one party sues, the other party will virtually always have grounds to countersue. The complex transacting community has a norm against litigation in any event; bonding encourages and bolsters this norm, as well as norms of appropriate conduct throughout the contracting relationship. The contracting process, and the contract that results, thus serves importantly to create the parties' relationship and to set the stage for dispute-resolution consistent with preserving the relationship, as well as to keep available the backstop of enforcement if needed.

JOHN OWEN HALEY, Washington University School of Law
Email: johaley@wulaw.wustl.edu

Legal scholars on both sides of the Pacific have long tended to view Japanese and U.S. contract practices from the perspectives initially suggested by Takeyoshi Kawashima and Stewart Macaulay. In separate seminal works published in the early 1960s both scholars argued that avoidance of legally binding agreements represented the prevailing pattern in business transactions. Their work set the agenda for subsequent research on contract practices in Japan, which has emphasized Japanese and U.S. convergence. This paper reconsiders the arguments made by Kawashima and Macaulay in light of a "Japanese advantage" in terms of both the predictability of judicial outcomes as well as the formal and informal enforceability of ex ante contractual commitments resulting from judge-made rules limit excuse of non-performance as a result of unforeseen supervening events as well as unilateral termination pursuant to contract terms. The paper concludes by rejecting the notion of convergence while reaffirming both Kawashima and Macaulay. What they observed, it is argued, were similarities in outcome produced by very different underlying conditions and causes.