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| Milestones: How New York Law Became America's Defining Law Of Contract | |
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| Scope Note | |
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| The Business/Legal Continuum: How Contracts and Commerce Came to Define New York as the Ne Plus Ultra Marketplace and Commercial Legal System | |
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| Past as Prologue? New York's Future as the Capital of Capital | |
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| Form And Function Of A Contract | |
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| Scope Note | |
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| Drafting Strategies | |
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| Substantive Role of Contract Provisions | |
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| Certain Drafting Issues | |
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| Enforcement Issues Presented By A Few Common Contract Provisions | |
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| Scope Note | |
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| Representations and Warranties | |
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| The "Material Adverse Change" Clause | |
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| Indemnification Clauses and Cost Shifting | |
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| The Arbitration Clause | |
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| Contracts And Choice Of Law In New York | |
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| Scope Note | |
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| Introduction | |
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| General Principles | |
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| Special Clauses, Rules and Statutes | |
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| Drafting the Choice of Law Clause | |
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| The Arbitration Clause | |
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| Scope Note | |
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| Choosing between Arbitration and Litigation | |
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| Choosing the Kind of Arbitration: Administered versus Non-administered Arbitration | |
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| Drafting an Effective Arbitration Agreement | |
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| Negotiation or Mediation as a PreCondition to Resort to Arbitration | |
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| Special Considerations for Multiparty Contracts | |
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| Special Considerations for Related Contracts | |
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| Special Considerations for International Contracts | |
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| Checklist for Drafting the Arbitration Clause | |
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| International Agreements: The Application Of A Law Other Than The Law Stipulated In The Agreement | |
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| Scope Note | |
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| Lex Fori and the Validity of the Choice of Law Clause | |
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| The Internal Affairs Doctrine | |
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| Foreign Governing Law and Public Policy of the Forum | |
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| Governing Law and the Public Policy of a Third Country | |
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| Foreign Bankruptcy Proceedings | |
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| The Act of State Doctrine | |
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| Performance in a Foreign Currency and Lex Monetae | |
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| Renvoi and Mandatory Conflict of Laws Rules | |
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| International Comity | |
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| Governing Law Clauses Excluding Principles of Conflict of Laws | |
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| Waiver of Sovereign Immunity | |
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| Legal Opinions and International Agreements | |
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| Third-Party Beneficiaries | |
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| Scope Note | |
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| Original Common Law Rule Versus Modern Law Test | |
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| Defenses to Enforcement by Third-Party Beneficiaries | |
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| Termination or Variation of Third-Party Beneficiary's Rights | |
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| Intent-to-Benefit Test as Applied to Various Common Settings | |
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| Drafting with an Eye to the Law of Third-Party Standing | |
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| Summary | |
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| Challenges To Formation And Performance | |
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| Scope Note | |
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| Failure of Conditions | |
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| Anticipatory Repudiation | |
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| Fraud/Misrepresentation | |
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| Duress | |
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| Contracts of Adhesion | |
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| Illegality | |
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| Drafting to Avoid Disputes | |
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| Excuse D | |