55 Pages Posted: 17 Jul 2010 Last revised: 8 Sep 2016
Date Written: March 25, 2011
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.
Keywords: contracts, sovereign debt, pari passu, sovereign bonds, lawyers
Suggested Citation: Suggested Citation
Weidemaier, Mark C. and Scott, Robert E. and Gulati, G. Mitu, Origin Myths, Contracts, and the Hunt for Pari Passu (March 25, 2011). UNC Legal Studies Research Paper No. 1633439; 5th Annual Conference on Empirical Legal Studies Paper. Available at SSRN: https://ssrn.com/abstract=1633439 or http://dx.doi.org/10.2139/ssrn.1633439
By Look Chan Ho