Contracts Meet Henry Ford

10 Pages Posted: 23 Jan 2012 Last revised: 28 Dec 2014

Barak D. Richman

Duke University - School of Law

Abstract

Legal scholars and legal educators view contracts as a welfare-maximizing (or optimal risk-allocating) device for two or more parties. Because we cling to this principal-driven paradigm, we think of lawyers only as the proverbial “transaction cost engineers,” the loyal agents of parties to a transaction. And whenever we observe contracts that appear to be suboptimal, we blame agency costs.

We instead should apply the literature on organizational economics to understand the production of contracts by the modern law firm. This literature better illustrates how law firms organize, why they produce the products they do, and why those products sometimes exhibit strangely inefficient features. These inefficiencies are not the consequence of agency costs or a lack of attorneys’ fidelity to their clients; they instead illustrate the limits — and, indirectly, the strengths — of large organizations. Indeed, observing that legal products do not perfectly match contemporary needs might be no less provocative than observing that Detroit is long overdue to produce high-mileage cars.

Suggested Citation

Richman, Barak D., Contracts Meet Henry Ford. Hofstra Law Review, Vol. 40, No. 77, 2011. Available at SSRN: https://ssrn.com/abstract=1988991 or http://dx.doi.org/10.2139/ssrn.1988991

Barak D. Richman (Contact Author)

Duke University - School of Law ( email )

210 Science Drive
Box 90362
Durham, NC 27708
United States
919-613-7244 (Phone)
919-613-7231 (Fax)

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