The Three and a Half Minute Transaction ─ Boilerplate and the Limits of Contract Design

Using this case as a launching pad to explore the broader issue of the “stickiness” of contract boilerplate, Mitu Gulati and Robert E. Scott have sifted through more than one thousand sovereign debt contracts and interviewed hundreds of practitioners to show that the problem actually lies in the nature of the modern corporate law firm. The financial pressure on large firms to maintain a high volume of transactions contributes to an array of problems that deter innovation. With the near certainty of massive sovereign debt restructuring in Europe, The Three and a Half Minute Transaction speaks to critical issues facing the industry and has broader implications for contract design that will ensure it remains relevant to our understanding of legal practice long after the debt crisis has subsided.

Mitu Gulati is professor of law at Duke University. Robert E. Scott is the Alfred McCormack Professor of Law and the director of the Center on Contract and Economic Organization at Columbia Law School.