Contract Language Research Articles

Income Share Agreements and the FTC’s Holder Rule

The results of an investigation by the Student Borrower Protection Center offer new evidence that for-profit coding bootcamps and ISA companies may be systemically violating federal law by omitting a legally mandated term from the contracts underlying students’ ISAs—language required under the Federal Trade Commission’s (FTC) “Holder Rule.” The Holder Rule is a federal regulation intended to help consumers when a defective or fraudulent product or service is purchased with credit extended directly by the seller or arranged by the seller. The rule allows the consumer to assert the seller’s fraud (or the product’s defect) as a defense to repayment of their credit obligation, even where a new entity owns their credit contract—or even to sue for reimbursement of money already paid for the fraudulent or defective products or services. In addition to being against the law, the omission of this required contract language could leave tens of thousands of students holding the bag when lofty promises from coding schools disappointingly manifest in low-quality educational products.

TA-SPESC: Toward Asset-Driven Smart Contract Language Supporting Ownership Transaction and Rule-Based Generation on Blockchain

Aiming at insufficient situation to express and operate assets in smart contracts, in this article we attempt to add a new asset model into smart contract language (such as SPESC) through combing method of asset's expressions and transactions in real-world contracts. Moreover, a translation mechanism can be set up to accomplish a conversion from the asset model to an executable contract program. On this basis, we propose a new language design toward asset-driven specific smart contracts, called TA-SPESC. This language complies with the structure of real-world contracts and supports a formal definition composed of four modules: Party, asset, term, and contract attribute. This asset model on it can be used to define various types of rights (including the right of ownership, use, possession, usufruct, and disposition of assets), as well as five asset operations (including asset registration, deposit, withdrawal, transfer, and cancellation) to effectively support asset transaction. More important, a series of generation rules are proposed to translate the TA-SPESC contract to an executable contract program. Moreover, taking house rental contract as an example, we provide a TA-SPESC instance and its specific description of translation process according to the generation rules, which supports a semiautomatic generation to executable programs. Finally, the Solidity codes derived from TA-SPESC contracts are run and tested, and the experiment and comparison results indicate that TA-SPESC contracts have high abstraction and low complexity, as well as versatility and convenience of asset transaction, which lead to more reliable software with less errors and fewer misunderstanding.

An Examination and Analysis of Division I Football Game Contracts: Legal Implications of Game Cancellations Due to Hurricanes

In recent years, extreme weather events, namely hurricanes, have compromised the college football schedule in the United States. Incidents of extreme weather have caused the cancellation, postponement, relocation, or otherwise alteration of dozens of Division I college football games in recent years. Focusing primarily on hurricanes, this study will present several concerns related to these storms and extreme weather in the US, and contractual law principles of common law defenses and force majeure clauses as they relate to college football game contracts. The purpose of the present study is to begin to better understand the football game contract inconsistencies that can lead to legal disputes faced by college football programs that deal with these storms, and gain a better insight of the contractual considerations made in light of these storms that are becoming increasinglyfrequent and severe. To do so, college football game contracts were obtained through Freedom of Information Act (FOIA) requests to select NCAA Division I colleges, internet-based searches, and media exchanges. Analysis of force majeure contract language revealed inconsistent definitions of force majeure events, a limited number of contracts containing specific weather-related force majeure language, and a range of force majeure events leading to the absence of a clear and consistent understanding of how extreme weather-related cancellations would impact the contractual relationships. Recommendations, asa result of the document analysis, are then made for provisionary revision and reconstruction to meet current realistic needs for individual schools. Societal consciousness regarding climate change is adjusting, therefore sport and legal practitioners can reflect this modernization by scrutinizing potential prudent risks.

MEDIATION: PRACTICE IN THE CORPORATE WORLD

The relationship between parties in corporate world is essential in order to addressing business disagreements. Where it is focusing on the language of business contract per se. Despite various dispute solutions and legal provisions on corporate, company and shareholder rights, all the parties concern are still facing some challenges. Mediation method is one of the alternative dispute resolutions for those who seeks justice without undergo the court proceeding. It is a swift and inexpensive form of dispute resolution. Mediator’s role is to facilitate the disputing parties, and utilizes both joint and private sessions to assist them to achieve consensus. In view of the economic interest, and with a vision to maintain their business relation, a private settlement is preferred between them. This study is using the doctrinal and comparative research methods. In which, this study is comparing the pertinent literature on jurisdiction of the court and Mediation Bodies in terms of Corporate / Company / Shareholders. The discoveries of this study are vital in describing the pros and cons of mediation practices and how it reflects justice to the Malaysian society.

Smart Contract Languages

Blockchain is a disruptive technology that has attracted the attention of the scientific community and companies, as proven by the exponential growth of publications on this topic in recent years. This growing interest is mainly due to the promise that the use of blockchain enables it to be verified, without including any trusted intermediaries, that the information received from the network is authentic and up-to-date. In this respect, blockchain is a distributed database that can be seen as a ledger that records all transactions that have ever been executed. In this context, smart contracts are pieces of software used to facilitate, verify, and enforce the negotiation of a transaction on a blockchain platform. These pieces of software are implemented by using programming languages, which are sometimes provided by the blockchain platforms themselves. This study aims to (1) identify and categorise the state-of-the-art related to smart contract languages, in terms of the existing languages and their main features, and (2) identify new research opportunities. The review has been conducted as a multivocal mapping study that follows the guidelines proposed by Garousi et al. for conducting multivocal literature reviews, as well as the guidelines proposed by Kitchenham and Charters for conducting mapping studies. As a result of the implementation of the review protocol, 4,119 papers were gathered, and 109 of them were selected for extraction. The contributions of this article are twofold: (1) 101 different smart contract languages have been identified and classified according to a variety of criteria; (2) a discussion on the findings and their implications for future research have been outlined. As a conclusion, it could be stated that a rigorous and replicable overview of the state-of-the-art of smart contract languages has been provided that can benefit not only researchers but also practitioners in the field, thanks to its multivocal nature.

Disputes in Construction Industry: Owners and Contractors' Views on Causes and Remedies

Abstract The construction industry is prone to conflicts and disputes due to complexity, competitive environment, and complicated project documents. In this complex environment, members from various professions, each has their goals and desires to secure the most of his own benefits, work together to build a structure. The objectives of this study were to investigate the frequency, causes, and remedies of disputes in the Central Province of Saudi Arabia. The required data were collected, through a questionnaire survey, from 130 contractors and 54 owners located in the Central Province. This study reveals that disputes in the Saudi construction industry are inevitable with a frequency of occurrence exceeds two disputes per month. Project documents, owners, and contractors to some extent are the sources for such disputes. Project documents are poorly prepared with inaccurate specifications, ambiguity in contract wording, contradictions between project documents, unrealistic project duration, the inaccurate bell of quantities (BOQ), and weakness in contract language. Owners cause great disputes through sizable variation orders exceeding allowable limits, changing item descriptions and quantities in BOQ, interfering in the execution of the contract, and delaying responses to requested information/approvals. Contractors cause disputes through poor contract administration. Contractors follow a combined strategy (mitigating disputes and holding only the disputed work area only) and owners either mitigate disputes or hold disputed scopes. Government owners mostly mitigating disputes and, conversely, private owners hold the disputed scope and continue with the rest of the project. This study is believed to contribute to the current body of knowledge in disputes and contractors and owners by providing effective mitigation techniques that will assist them in minimizing the negative impacts of disputes.

Subaltern Mobility and Labor Contract: Indian Indenture in New World History

Recent work in global history has defined the long-distance labor migration of the nineteenth and early twentieth century, following the demise of Trans-Atlantic slavery, as a global phenomenon. Though an important component of migration studies as well as the history of globalization, this framework struggles to consider the significance of indentured migration from India to the sugar plantations overseas. In the view of Adam McKeown, the indentured were insignificant to global historical change, given that they constituted less than ten percent of global migration between 1846 and 1940. In order to establish the significance of indenture, this essay highlights the uniqueness of the indenture system in terms of workers' rights and welfare as well as the legal framework that provided a new language of freedom and contract. Under this system, laborers bargained with colonial authority, a process, which was fulfilled through the amendment in the legislations. By highlighting this element of the history of indentured labor, this essay aims to inspire further research into the detailed legal history of the process.

New terms in the information society: nominative characteristics

The paper deals with the issue of new terms in the information society. The authors consider the concepts of neologism, legal term and terminoid giving examples. The paper states that currently the process of neologization in the Russian-language legal discourse is characterized by the fact that one of the active sources of terminology are terminoids which initially operate in new fields of law and function for nominating innovative technologies in law. The authors mark two ways of appearing new terms in legal terminology with regard to the language of civil contracts. Focusing on borrowing as one of the most productive sources of replenishing legal terminology, the authors consider new lexemes connected with innovative concepts and digitalization. The paper shows the analysis of terminological units borrowed from the English language. The authors conclude that the current term system of both legal discourse in general and the sphere of civil law in particular is flexible, mobile, susceptible to previously unproductive ways of forming or borrowing terms, and even the use of terms with the preservation of English spelling, as well as metaphor terms.

MEDIATION: PRACTICE IN THE CORPORATE WORLD

The relationship between parties in corporate world is essential in order to addressing business disagreements. Where it is focusing on the language of business contract per se. Despite various dispute solutions and legal provisions on corporate, company and shareholder rights, all the parties concern are still facing some challenges. Mediation method is one of the alternative dispute resolutions for those who seeks justice without undergo the court proceeding. It is a swift and inexpensive form of dispute resolution. Mediator’s role is to facilitate the disputing parties, and utilizes both joint and private sessions to assist them to achieve consensus. In view of the economic interest, and with a vision to maintain their business relation, a private settlement is preferred between them. This study is using the doctrinal and comparative research methods. In which, this study is comparing the pertinent literature on jurisdiction of the court and Mediation Bodies in terms of Corporate / Company / Shareholders. The discoveries of this study are vital in describing the pros and cons of mediation practices and how it reflects justice to the Malaysian society.

The Price of Cheeky Contracting

An implication of the incompleteness of contracts is that there are going to be gaps and ambiguities that either side can exploit. We ask whether the expectation that a counterparty is likely to act aggressively in its use of contract language impacts the price that market participants attach to that contract. To do our analysis, we look at how markets price contract terms for the perennial “bad boy” of the sovereign debt markets, the Republic of Argentina. The results are consistent with a market penalty for cheeky contracting.

Toward the Ontological Modeling of Smart Contracts: A Solidity Use Case

Blockchain has become a pervasive technology in a wide number of sectors like industry, research, and academy. With the emergence of blockchain, new solutions with this technology to existing problems were devised, leading to the introduction of smart contracts. Smart contracts are similar to traditional contracts with the benefits provided by blockchain, such as immutability, privacy, and decentralisation. These contracts are usually defined based on a specific domain, and this domain knowledge can be represented through an ontology. Researches have explored the benefits of using domain ontologies with smart contracts, such as code generation, discovering other contracts in the network, or interaction with other contracts. Notwithstanding, the representation of smart contract languages themselves has not been studied. In this paper, we present an ontology for a well-known smart contract language, Solidity, defining all entities needed to cover the whole language and aligning it to other standardised ontologies such as EthOn, in a way to improve the knowledge of the ontology developed. Furthermore, the ontology has also been validated with already deployed contracts in the Ethereum blockchain. Thus, Solidity will be able to benefit from the advantages provided by ontologies, such as interoperability and the use of semantic web technologies.

Smart Contract Data Feed Framework for Privacy-Preserving Oracle System on Blockchain

As blockchain-based applications and research such as cryptocurrency increase, an oracle problem to bring external data in the blockchain is emerging. Among the methods to solve the oracle problem, a method of configuring oracle based on TLS, an existing internet infrastructure, has been proposed. However, these methods currently have the disadvantage of not supporting privacy protection for external data, and there are limitations in configuring the process of a smart contract based on external data verification for automation. To solve this problem, we propose a framework consisting of middleware of external source server, data prover, and verification contract. The framework converts the data signed in the web server into a proof that the owner can prove with zk-SNARKs and provides a smart contract that can verify this. Through these procedures, data owners not only protect their privacy by proving themselves, but they can also automate on-chain processing through smart contract verification. For the proposed framework, we create a proof using libsnark for server data and show the performance and cost to verify with Solidity the smart contract language of the Ethereum platform.

Setting Operator overhead charges in joint ventures: benchmarking legal agreements

Abstract Operators of extractive joint ventures are typically reimbursed for their costs incurred on a ‘no gain, no loss’ basis. Some costs can be directly attributed, but many corporate overhead charges are indirect and recovered through a negotiated overhead charge. These overhead charges are a recurring source of audit disputes, and can escalate to a point of delaying the approval of proposed budgets. Recent benchmarking of contractual language related to overhead charges across 76 joint ventures shows wide variety in both median rates as well as allowable costs included in overhead. Analysis also identified certain gaps in contractual agreements that likely give rise to overhead-related disputes, which leads to three ways for co-venturers to rethink their approach to setting, modifying, and auditing overhead charges – with an eye towards reducing the incidence of frictions and dispute.

Abstract IA05: Addressing racial health care disparities by advancing inclusive research

Abstract Health care disparities have been well documented for decades, and they continue to have a disproportionate impact on communities of color. Social determinants of health, lack of disease awareness, delayed diagnoses, and the inability to physically access medical care are just a few of the known barriers that dramatically affect health outcomes in underserved communities. In total, racial disparities in health amount to ~$93 billion in excess medical care costs and $42 billion in lost productivity and economic losses. Genentech, a member of the Roche Group, is deeply committed to addressing health disparities and strongly believes that representation of real-world patient populations is required to improve clinical outcomes for all patients. We envision a world where all individuals can have access to personalized health care and a future of science that is more diverse, inclusive, and equitable. To help address racial disparities in health care, Genentech developed Advancing Inclusive Research®, a US-focused and cross-organizational initiative to ensure clinical research is representative of broader patient populations so that everyone with serious and life-threatening diseases has the opportunity to benefit from investigational medicines. To build new solutions to address inequities in clinical research, we formed an interdisciplinary advisory council composed of physicians, academic research experts, specialty CRO executives, and patient advocates with expertise in oncology, ophthalmology, and neuroscience clinical care, research, and genomics. Through our collective work, we have evolved our approach in designing clinical research programs and implemented a number of structural changes. At the earliest stages in communicating with site investigators, we reinforce the importance of recruiting representative patient populations in clinical research and have modified our contract language to encourage inclusion of underrepresented patients. Additionally, we changed our inclusion/exclusion protocols to be more inclusive of patients with diverse ethnicity. We are now poised to deliver innovative clinical research, including CHaracterization of ocrelizumab In Minorities with multiplE Sclerosis (CHIMES), a clinical trial to study a treatment for multiple sclerosis specifically within the Black and Hispanic patient populations. As we take action to provide better care, better health, and better value to patients, we know that reducing health disparities, and specifically addressing the lack of underrepresented populations in clinical research, is an essential part of that mission. Citation Format: Melissa S. Gonzales, Gerren Wilson, Nicole Richie, Quita Highsmith. Addressing racial health care disparities by advancing inclusive research [abstract]. In: Proceedings of the AACR Virtual Conference: Thirteenth AACR Conference on the Science of Cancer Health Disparities in Racial/Ethnic Minorities and the Medically Underserved; 2020 Oct 2-4. Philadelphia (PA): AACR; Cancer Epidemiol Biomarkers Prev 2020;29(12 Suppl):Abstract nr IA05.

Improvement of legal regulation of foreign economic transactions in the Republic of Uzbekistan

The article deals with issues related to improving the legal regulation of foreign economic transactions in the Republic of Uzbekistan. It is determined that foreign economic transaction is a transaction in which one party is a foreign company or a commercial enterprise located in another state, the trade focused on the import or export abroad and to use in settlements with counterparty foreign currency. It was found out that some types of foreign economic transactions are not reflected in the national legislation of the Republic of Uzbekistan, namely distribute and forfeiting contracts.
 The article notes that there are various problems associated with the incorrect formation of the terms of foreign economic transactions, their content and requirements, in particular when reflecting the applicable law, the arbitration clause, determining the advantages of the contract language, the application of non-state regulation.
 It is concluded that it is necessary to regulate the definition of applicable law in relation to certain types of foreign economic transactions that are not reflected in the Сivil code of the Republic of Uzbekistan, namely, in relation to distribution and forfeiting contracts, certain types of foreign economic transactions, internet auctions, internet contests or internet exchanges.
 Based on the study of foreign experience and scientific and theoretical views, ways to improve legislation in the field of settlement of certain types of foreign economic transactions were investigated. Based on the results of the analysis, relevant conclusions were drawn and proposals were developed for the current legislation.

The Contractual Aesthetics of Sharecropping in Black Conceptualism

ABSTRACT The impersonal legal language of contracts, termed the “aesthetic of administration” by Benjamin Buchloh, has had a strong impact on postwar conceptualist art. In the U.S., however, a two-tiered legal system explicitly existed from before the founding of the republic up through the end of Jim Crow, and, implicit in so-called “colorblind” legal discourse, continue to exist. Without claiming an exclusive status for Black conceptualist art, Black artists often employ a critical approach to the universalism assumed by the analytical ethos of conceptualism. Making use of text and performance, the works of artists Adrian Piper, Charles Gaines, William Pope.L, Glenn Ligon, and Cameron Rowland offer an archive of nuanced operationalised language. The hybrid practices of artists like Rick Lowe and Martine Syms spill over into curation, signalling an emphasis on administration as an avenue for accruing cultural capital. Black conceptual artists and Black curators can be framed within a history linked not to identity per se, but to a skepticism that expands and enriches the conceptualist tradition, while suggesting a need to transform systems by which cultural recognition is allocated.

Transition Coverage and Clarity in Self-Insured Corporate Health Insurance Benefit Plans.

Purpose: While many health insurance plans now cover at least some gender-affirming care for transgender persons, no study to date has examined contract language about gender-affirming care in self-insured corporate plans. We sought to evaluate private company offerings from the perspective of an employee, analyzing clarity as well as what gender-affirming care is covered or excluded.Methods: We coded 435 health insurance contracts from 40 U.S. self-insured corporations from 2019 for inclusion of 52 coverage aspects from the World Professional Association for Transgender Health (WPATH) recommendations. We categorize contracts by clarity of the document and its inclusions and exclusions, and compare each company's contract ratings to their 2019 Human Rights Campaign (HRC) Workplace Equality Index rating.Results: Findings reveal higher levels of total exclusions in contracts (9% here vs. 3% found in prior studies of more highly regulated plans), as well as extensive variation in clarity, coverage specifications, and types of exclusions. Facial confirmation surgery procedures are commonly excluded even in plans that affirm the WPATH guidelines. Twenty-five percent of the companies in the study offered at least one contract with a categorical exclusion. HRC ratings did not match up to our ratings of gender-affirming coverage.Conclusion: Legal complexity has resulted in a patchwork of continued health insurance exclusions of gender-affirming care even as coverage has expanded. Lack of transparency and clarity also contributes to challenges in understanding one's own coverage as well as mapping the national picture of transgender inclusion in health care plans.

Automatically running experiments on checking multi-party contracts

Contracts play an important role in business management where relationships among different parties are dictated by legal rules. Electronic contracts have emerged mostly due to technological advances and electronic trading between companies and customers. New challenges have then arisen to guarantee reliability among the stakeholders in electronic negotiations. In this scenario, automatic verification of electronic contracts appeared as an imperative support, specially the conflict detection task of multi-party contracts. The problem of checking contracts has been largely addressed in the literature, but there are few, if any, methods and practical tools that can deal with multi-party contracts using a contract language with deontic and dynamic aspects as well as relativizations, over the same formalism. In this work we present an automatic checker for finding conflicts on multi-party contracts modeled by an extended contract language with deontic operators and relativizations. Moreover a well-known case study of sales contract is modeled and automatically verified by our tool. Further, we performed practical experiments in order to evaluate the efficiency of our method and the practical tool.

Combating Health Care Fraud and Abuse: Conceptualization and Prototyping Study of a Blockchain Antifraud Framework.

BackgroundAn estimated US $2.6 billion loss is attributed to health care fraud and abuse. With traditional health care claims verification and reimbursement, the health care provider submits a claim after rendering services to a patient, which is then verified and reimbursed by the payer. However, this process leaves out a critical stakeholder: the patient for whom the services are actually rendered. This lack of patient participation introduces a risk of fraud and abuse. Blockchain technology enables secure data management with transparency, which could mitigate this risk of health care fraud and abuse.ObjectiveThe aim of this study is to develop a framework using blockchain to record claims data and transactions in an immutable format and to enable the patient to act as a validating node to help detect and prevent health care fraud and abuse.MethodsWe developed a health care fraud and abuse blockchain technical framework and prototype using key blockchain tools and application layers including consensus algorithms, smart contracts, tokens, and governance based on digital identity on the Ethereum platform (Ethereum Foundation).ResultsOur technical framework maps to the claims adjudication process and focuses on Medicare claims, with the US Centers for Medicare and Medicaid Services (CMS) as the central authority. A prototype of the framework system was developed using the blockchain platform Ethereum (Ethereum Foundation), with its design features, workflow, smart contract functions, system architecture, and software implementation outlined. The software stack used to build the system consisted of a front-end user interface framework, a back-end processing server, and a blockchain network. React was used for the user interface framework, and NodeJS and an Express server were used for the back-end processing server; Solidity was the smart contract language used to interact with a local Ethereum blockchain network.ConclusionsThe proposed framework and the initial prototype have the potential to improve the health care claims process by using blockchain technology for secure data storage and consensus mechanisms, which make the claims adjudication process more patient-centric for the purposes of identifying and preventing health care fraud and abuse. Future work will focus on the use of synthetic or historic CMS claims data to assess the real-world viability of the framework.

A Descriptive Analysis on Quasi-Legal Language in Lease Contracts

Despite the high frequency of the specific field translation, there are considerably few studies on the translation of the non-literary (non-fictional) texts. Accordingly, this study was pursued to elaborate one specific legal genre, namely lease contracts, by describing its textually-defined linguistic units within the lexical and syntactic framework. Upon analysing a limited corpus of Turkish leasing contracts (as source texts) and those of English (as source and target texts), it has been found out that like other similar legal texts, they embrace such impartial usages as the gender-neutral pronouns and conspicuously stated common nouns. Unlike the other normative texts, these lease contracts include shorter sentences and few archaic words and structures, and active voice rather than passive voice is used in the verbs of their main clauses. When contrasting with the other legally enforceable texts, these textually-defined linguistic units of the corpus can be associated with a plain language usage; thus, it can be stated that a quasi-legal language is used in these lease contracts. Obviously, by virtue of this quasi-legal language, all the parties with different educational, economic, and cultural backgrounds as well as having different levels of experience and knowledge on leasing may comprehend the contractual terms much more easily.