Indiana Jones, Contracts OriginalistCapital Markets Law Journal (2014)
The process of drafting a contract can be routine, almost automated. Over a long enough time, lawyers may stop paying attention to contract language or even forget why it is there. The problem is acute with standard-form contracts and perhaps especially so with financial contracts such as sovereign bonds. How should courts interpret contract language when neither the parties, nor their lawyers, nor any other relevant player in the market can credibly explain what it does? This essay addresses this question in the context of one of the most contested interpretive questions in modern international finance: the meaning of the pari passu clause in sovereign bonds.
- sovereign debt,
- pari passu,
- contract interpretation,
- NML v. Argentina
Citation InformationW. Mark C. Weidemaier. "Indiana Jones, Contracts Originalist" Capital Markets Law Journal (2014)
Available at: http://works.bepress.com/mark_weidemaier/14/