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Edwin H. Woodruff Professor of Law
Working Papers
" The Importance of Fault in Contract Law," Cornell Legal Studies Research Paper No. 12-34 (2012).
"Defending Disclosure in Software licensing," (with Maureen O'Rourke) 78 University of Chicago Law Review 95 (2011).
"Contract Law in Context: The Case of Software Contracts," 45 Wake Forest Law Review 669 (2010).
"Contract Law in Context: The Case of Software Contracts," 45 Wake Forest Law Review 669 (2010).
"Principles of the Law of Software Contracts: Some Highlights," (with Maureen A. O'Rourke) 84 Tulane Law Review 1519 (2010).
"Rethinking Consideration in the Electronic Age" (with Maureen O'Rourke), 61 Hastings Law Journal 337-411 (2009).
"Maybe Dick Speidel Was Right about Court Adjustment," 46 San Diego Law Review 595-607(2009).
"Warranties and Disclaimers in the Electronic Age,"  11 Yale Journal of Law and Technology 1 (2008). 
"How to Create a Commercial Calamity," 68 Ohio State Law Journal 335 (2007).
"On-Line Boilerplate: Would Mandatory Website Disclosure of E-Standard Terms Backfire?" 104 Michigan Law Review 837-56 (2006).
"Remedies and the CISG: Another Perspective," 25 International Review of Law and Economics 411-414 (2005).
"The Many Dimensions of Private Law," 40 Canadian Business Law Journal 384-395 (2004).  
"Enriching the Contracts Course," 26 University of Hawaii Law Review 435-39 (2004).
"Comment: More In Defense of UCC Methodology," 62 Louisiana Law Review 1153-64 (2002).
"Contract Lore," 27 Iowa Journal of Corporation Law 505-18 (2002).
"The Rhetoric of Legal Backfire," 43 Boston College Law Review 819-62 (2002).
"Rolling Contracts," 71 Fordham Law Review 743-59 (2002).
"Standard-Form Contracting in the Electronic Age" (with Jeffrey J. Rachlinski), 77 New York University Law Review 429 (2002).
"Enriching Case Reports,"  44 Saint Louis University Law Journal 1197-204 (2000).
"The Limits of Behavioral Decision Theory in Legal Analysis: The Case of Liquidated Damages," 85 Cornell Law Review 717-38 (2000).
"The 'New Conservatism' in Contract Law and the Process of Legal Change," 40 Boston College Law Review 879-89 (1999).
"The Unfulfilled Promise of Promissory Estoppel in the Employment Setting," 31 Rutgers Law Journal 1-27 (1999).
"Case Book Review: The Best Law School Subject" (with Robert S. Summers), 21 Seattle University Law Review 735-33 (1998).
"Comments in Reply," 48 Journal of Legal Education 152 (1998). (Reply to Allan, James, "Rules, Fairness, and the Knicks: A Response to Robert Hillman," 48 Journal of Legal Education 148-51 (1998).
"Questioning the "New Consensus" on Promissory Estoppel: An Empirical and Theoretical Study," 98 Columbia Law Review 580-619 (1998).
"What the Knicks Debacle of  '97 Can Teach Students About the Nature of Rules," 47 Journal of Legal Education 393 (1997).
"‘Instinct with an Obligation' and ‘The Normative Ambiguity of Rhetorical Power'," 56 Ohio State Law Journal 775-814 (1995).
"The Triumph of Gilmore's The Death of Contract," 90 Northwestern University Law Review 32-48 (1995).
"Applying the United Nations Convention on Contracts for the International Sale of Goods: The Illusive Goal of Uniformity," 1 Review of the Convention on Contracts for the International Sale of Goods  (1995).
"Standards for Revising Article 2 of the UCC: The NOM Clause Model," 35 William and Mary Law Review 1509-32 (1994).
"Why Law Teachers Should Teach Undergraduates" (with Kevin M. Clermont), 41 Journal of Legal Education 289-300 (1991).
"Contract Excuse and Bankruptcy Discharge," 43 Stanford Law Review 99-136 (1990).
"Contract Modification and 'Self-Help Specific Performance': A Reaction to Professor Narasimhan," 75 Cornell Law Review 62-82 (1989).
"Court Adjustment of Long-Term Contracts: An Analysis Under Modern Contract Law," 36 Duke Law Journal 1-33 (1987), reprinted in 30 Corporate Practice Commentator 583-616 (1989).
"Article 29(2) of the United Nations Convention on Contracts for the International Sale of Goods: A New Effort at Clarifying the Legal Effect of "No Oral Modification" Clauses," 21 Cornell International Law Journal 449-66 (1988).
"The Crisis in Modern Contract Theory," 67 Texas Law Review 103-36 (1988).
"Evidentiary Problems in--and Solutions for--the Uniform Commercial Code" (with Ronald J. Allen), 1984 Duke Law Journal 92-119 (1984).
"An Analysis of the Cessation of Contractual Relations," 68 Cornell Law Review 617-57 (1983).
"Contract Modification Under the Restatement (Second) of Contracts," 67 Cornell Law Review 680-703 (1982).
"Debunking Some Myths About Unconscionability: A New Framework for U.C.C. Section 2-302," 67 Cornell Law Review 1-44 (1981).
"A Study of Uniform Commercial Code Methodology: Contract Modification Under Article Two," 59 North Carolina Law Review 335-76 (1981).
"Contract Modification in Iowa--Recker v. Gustafson and the Resurrection of the Preexisting Duty Doctrine," 65 Iowa Law Review 343-62 (1980).
"Policing Contract Modifications under the UCC: Good Faith and the Doctrine of Economic Duress," 64 Iowa Law Review 849-902 (1979).
"Construction of the Uniform Commercial Code: UCC Section 1-103 and "Code" Methodology," 18 Boston College Industrial and Commercial Law Review 655-710 (1977).
"Keeping the Deal Together After Material Breach--Common Law Mitigation Rules, the UCC and the Restatement (Second) of Contracts," 47 University of Colorado Law Review 553-615 (1976).
"Note: Admissibility of Evidence Seized by Private University Officials in Violation of Fourth Amendment Standards," 56 Cornell Law Review 507-18 (1971).
Book Reviews
"The Many Dimensions of Private Law," 40 Canadian Business Law Journal 384 (2004)(Review of Stephen Waddams, Dimensions of Private Law: Catagories and Concepts in Anglo-American Legal Reasoning)
Review of H. Collins, Regulating Contracts, 27 Journal of Law and Society 338-47 (2000).
"Empiricism in Bankruptcy"  75 Cornell Law Review 1053 (1990)(Review of Teresa A. Sullivan, Elizabeth Warren,and Jay Lawrence Westbrook, As We Forgive Our Debtors).
Review of E. Farnsworth, Contracts (1982), 33 Journal of Legal Education 542-46 (1983).
"High-Tech Warranty Project-Web Comment (P994413) for Federal Trade Commission" (with Jeffrey J. Rachlinski)   (1999).
"Analysis of the United Nations International Sales Convention," Pace Internet Database on the U.N. International Sales Convention.