Principal (commercial law)

About: Principal (commercial law) is a research topic. Over the lifetime, 1579 publications have been published within this topic receiving 35379 citations. The topic is also known as: Principal (commercial law).

Nature’s Personhood and Property’s Virtues

Abstract: In The Colorado River Ecosystem v. State of Colorado, plaintiff asked a federal district court to find that the Colorado River ecosystem is a legal person, arguing that, “[t]he dominance of a culture that defines nature as property enables its destruction.” Plaintiff’s principal claim rested on the assumption that legal personality could do something for the river that a system of property cannot. In making its case, plaintiff relied on the emergence of what it called a “new kind of environmental law,” pointing to examples where nature had been extended elements of personhood by courts and legislatures in India, New Zealand, Ecuador and Colombia. In this essay, we evaluate the basic strategy of claiming personhood for the Colorado River and other natural objects as a way to advance environmental goals in the legal domain. We explore the normative foundation of the claim — elements of nature are legal persons — and the work personhood is being asked to do by plaintiff and other environmental activists. We identify three possibilities: procedural, substantive and rhetorical. Of those, we suggest plaintiff’s strongest case is rhetorical. But we say this not only because it will likely be difficult to convince a judge to extend standing or substantive rights to a natural object, but because we are unconvinced that personhood would achieve the ends desired by plaintiff and other rights of nature advocates. We contrast the rights of nature movement cases with strategies used by plaintiffs in another case, Juliana v. the US, and conclude that existing legal tools rooted in the law of property offer a more certain, and therefore more promising, pathway to achieving many of the goals articulated by rights of nature advocates in the United States.

Multi-Jurisdictional Litigation: Who Caused This Problem, and Can It Be Fixed?

Abstract: This Article examines the origins of multi-jurisdictional deal litigation — the growing phenomenon of stockholder claims relating to the same proposed transaction being filed not only in the target company's state of incorporation (oftentimes, Delaware), but also in other locations, such as where the company's principal place of business is located (usually, a non- Delaware forum). The Article examines the many costs, risks and problems associated with multi-jurisdictional litigation, as well as the methods being used by defendants to manage a plaintiff-driven problem that has no easy solution. The Article also explores how the Delaware Court of Chancery — regarded by many as the most renowned business court in the world — has approached the multi-jurisdictional litigation issue, and identifies potential solutions for parties, counsel and the courts to consider. The authors ultimately advocate that though there is no perfect solution, the best approach would be one in which the common law acknowledges claims involving the internal affairs of a corporation, including those arising out of a proposed transaction, be raised solely in, and addressed by, courts in the state of incorporation.

The Mens Rea of Accomplice Liability: Supporting Intentions

Abstract: Accomplice liability makes someone guilty of a crime he never committed, so long as he helped or influenced the perpetrator and did so with the required mens rea. Just what that mens rea should be has been contested for more than a century. Here I consider three major approaches and find them all wanting. I propose rejecting their common (but rarely questioned) assumption that what matters is the helper’s mental state toward the perpetrator’s commission of an offense. I suggest considering instead his stance toward the perpetrator’s intention to act: a helper is an accomplice, on this view, if he (a) intends to see to it that the principal form or keep his own plan to commit an offense and (b) does not intend or expect that plan’s frustration. This standard better justifies imposing accomplice liability. It more precisely picks out those helpers culpable for the perpetrator’s very offense. And this parity of guilt is the best—perhaps the only good—basis for imposing the same liability on accomplice and principal, in a system so retribution-driven as to choose to do so at all. author. Yale Law School, J.D. expected 2016; Princeton University, Ph.D. expected 2016; University of Oxford, B.Phil. 2010; Princeton University, A.B. 2008. This Note was born of a stimulating seminar with Facundo Alonso; matured with exceptional help from Gideon Yaffe, John James Snidow, John Lewis, and Ben Eidelson; and owes its weaknesses to the author. the mens rea of accomplice liability

Custom in the Courts

Abstract: INTRODUCTIONThe Uniform Commercial Code (Code) directs courts deciding disputes between merchants to look to usages of trade and other commercial standards and practices to interpret contracts and fill contractual gaps. This so-called incorporation approach1 was the brainchild of the Code's principal drafter, Karl Llewellyn, and was an important application of legal realist philosophy to commercial law.2 The incorporation approach was both endorsed and expanded in the most recent proposed revision of Articles 1 and 2 of the Code.3 It is also at the jurisprudential heart of many of the most important international commercial law statutes,4 including the recently completed Common European Sales Law.5The Code's incorporation strategy has been in operation in U.S. courts for over seventy years and has influenced the development of commercial law around the world; yet the justifications for the strategy have always been predominantly theoretical. The conceptual model underlying the strategy has never been tested or even evaluated against the reality of the way that its trade usage component operates in practice. This Article presents a detailed study of all of the sales-related trade usage cases digested under the Code's trade usage provision from 1970 to 2007. It then draws on the study's findings to reevaluate the core justification for the strategy, namely that as compared to a more formalist (agreement-centric) approach to interpretation, incorporation decreases specification costs without unduly increasing interpretive error costs.6Subject to the usual methodological limitations of studies based on reported cases, the study reveals that the trade usage component of the incorporation strategy works very differently in practice from the way that it has long been assumed to work in theory. The study demonstrates that interpretive error costs are likely to be higher than theorists assume since the types of "objective" evidence of trade usages that incorporation's defenders suggest will minimize the risk of interpretive errors7-such as expert witness testimony, trade codes, and statistical evidence-are not routinely introduced in sales-related litigation. Rather, in a majority of cases, the existence and content of usages was proven solely through the testimony or affidavits of the parties and/or their employees, a type of testimony that may be either deliberately or subconsciously self-serving.8 In addition, there was not a single case in which either party introduced any data that the alleged usage was regularly observed. The study also suggests, though by no means proves, that given the weak evidentiary basis of trade usage determinations, the Code's permissive parol evidence rule, and the ways that courts have interpreted the Code's hierarchy of authority, the incorporation strategy is unlikely to reduce-and may even increase- specification costs in many transactional contexts.In light of these and other findings about the incorporation strategy's effect on motions for summary judgment, transactors' ability to engage in litigation-related strategic behavior, and the interaction of the strategy and the operational policies and contract administration mechanisms used in large multi-agent firms, this Article concludes that significant commercial law reform is warranted. More specifically, it suggests that if commercial law is to effectively meet the needs of the modern outsourced and highly innovation-dependent economy, its background interpretive presumptions should be shifted in the more formalist/agreement-centric direction of the New York common law, at least in transactions between large business entities.Part I explores the statutory framework and commonly articulated evidentiary standards for incorporating trade usages into commercial agreements. It also discusses the ways that courts have interpreted and applied the Code's hierarchy of authority to permit usages to largely override express terms. …