Boilerplate and Economic Power in Auto Manufacturing Contracts

49 Pages Posted: 14 Feb 2006

See all articles by Omri Ben-Shahar

Omri Ben-Shahar

University of Chicago Law School

James J. White

University of Michigan Law School

Date Written: October 10, 2005


This article studies the standard form contracts used by automobile manufacturers to purchase auto parts. It explores how the contracts reflect divisions of bargaining power, asymmetric information, problems of hold-up and renegotiation, and market competition. Based on interviews with representatives of buyers and suppliers, the article also describes the process of drafting the forms, the negotiation over price and other terms in the shadow of these forms, and the opportunities for non-drafters to extract improved terms. Some of the main lessons are: (i) The terms of the contracts and the bidding process prevent ex-post hold-up by suppliers (in contrast to the claims made by Benjamin Klein and others based on the GM/Fisher Body contract); (ii) There is surprisingly little ad-hoc tailoring of terms, even when such tailoring can increase the surplus from the deal; (iii) Internal organization structures are harnessed effectively to secure favorable bargaining outcomes; (iv) There is a significant variation between the standard forms utilized by the big automakers, in some of the most important aspects of the deals. This variation suggests that some of the terms are inefficient.

JEL Classification: A12, K12

Suggested Citation

Ben-Shahar, Omri and White, James J., Boilerplate and Economic Power in Auto Manufacturing Contracts (October 10, 2005). Michigan Law and Economics Research Paper No. 05-011, Available at SSRN: or

Omri Ben-Shahar (Contact Author)

University of Chicago Law School ( email )

1111 E. 60th St.
Chicago, IL 60637
United States

James J. White

University of Michigan Law School ( email )

625 South State Street
Hutchins Hall
Ann Arbor, MI 48109-1215
United States
734-764-9325 (Phone)

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