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Contracts and Disclosure

Interpretation, remedies, and AI-mediated negotiations

My contract law research studies how legal rules shape disclosure, interpretation, and performance in markets marked by private information and strategic behavior. I am particularly interested in what happens when parties know things that would improve the contract but have strong reasons not to reveal them.

One strand of this work concerns standard form contracts and the legal regulation of boilerplate terms. Another examines incomplete contracts, interpretation, and remedies. When contractual obligations require interpretation after the fact, remedies do not operate on a fixed duty. They operate on a duty as later construed by courts, and this interpretive uncertainty can change parties' incentives to perform, rely, breach, or overperform.

My recent work on AI escrow asks how artificial intelligence can serve as an information intermediary in commercial negotiation. AI escrow may allow parties to reveal information for contract design without revealing it directly to the counterparty. This makes it possible to rethink disclosure duties, confidentiality, trade secrets, and contract design in a more precise way.

Related work on intelligent contracts examines how AI systems can embed objectives, constraints, data references, and review thresholds into long-term contracts, allowing parties to manage performance dynamically while preserving relational capital and reducing costly renegotiation or shading.

Representative topics include:

  • Contract interpretation and remedial design
  • Incomplete contracts
  • Standard form contracts
  • Disclosure duties in negotiation
  • AI escrow and information intermediaries