Document Type
Article
Publication Date
2025
http://dx.doi.org/10.2139/ssrn.4287828
Abstract
Lawyers, judges, scholars, and clients all agree on one thing about contracts: they are complex. But what does this actually mean? What is contractual complexity and where does it come from? Despite widespread agreement that contracts are complex, the literature on contracts has yet to effectively define contractual complexity. Furthermore, the literature lacks a general theory of complexity that connects it to the broader body of contracts scholarship. This Article aims to fill these gaps. Drawing on complexity theory, the Article argues that contractual complexity is the degree of interactivity between a contract’s terms. Building on this definition, the Article develops a general theory of contractual complexity that integrates complexity with the literature’s existing understanding of how contracts are designed and enforced. The Article formally models this theory and uses the model to produce testable hypotheses for empirical study. The Article’s theory and model have implications for contract design and interpretation.
Recommended Citation
Spencer Williams,
Contractual Complexity,
Delaware Journal of Corporate Law
(2025).
Available at:
https://scholarlycommons.law.cwsl.edu/fs/458