Mitu Gulati

Origin Myths, Contracts, and the Hunt for Pari Passu

CO-AUTHORS Mark Weidemaier
PUBLISHER
Law & Social Inquiry
DATE
2013
 

Abstract

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. 

 

 

 

Citation

G. Mitu Gulati, Robert E. Scott & Mark Weidemaier, Origin Myths, Contracts, and the Hunt for Pari Passu, 38 Law & Social Inquiry 72-105 (2013).
 

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