Faculty at the University of North Carolina, Columbia University, and Duke University, respectively. In their
prior professional lives, Gulati and Weidemaier were on opposite sides of the fence in terms of their association with
the parties at the center of the Elliott v. Peru dispute, although neither worked on that case. Gulati was an associate
at Cleary Gottlieb and worked with Lee Buchheit on sovereign debt matters, and Weidemaier, while an associate at
Dechert, worked on other matters for Elliott Associates. Scott has been the neutral arbiter among his bickering coauthors.
aus:
ORIGIN MYTHS, CONTRACTS, AND THE HUNT FOR PARI PASSU
Mark Weidemaier, Robert Scott & Mitu Gulati•
Abstract
Sovereign loans involve complex but largely standardized contracts, and these
include some terms that no one understands. Lawyers often account for the
existence of these terms through origin myths. Focusing on one contract term, the
pari passu clause, this article explores two puzzling aspects of these myths. First,
it demonstrates that the myths are inaccurate as to both the clause’s origin and the
role of lawyers in contract drafting. Second, the myths often are unflattering,
inaccurately portraying lawyers as engaged in little more than rote copying. The
article probes this disjunction between the myths and lawyers’ actual practices
and explores why contracts origin myths might hold such appeal for this elite
segment of the bar.
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