Contract Mechanics: What They Are, Why They're Important, and Learning to Work with Them

22 Pages Posted: 6 Jan 2020

See all articles by Jay A. Mitchell

Jay A. Mitchell

Stanford Law School

Emma Hertzberg

affiliation not provided to SSRN

Meera Klemola

affiliation not provided to SSRN

Date Written: October 21, 2019

Abstract

This is an alternative version of a working paper titled “Contract Mechanics: What They Can Teach Us about Contracts” that is available at https://ssrn.com/abstract=3371892. This paper presents essentially the same information but in a non-traditional format and style. The paper also includes (a) suggestions for visual depictions of common contract mechanics in line with a view that visual expression is a valuable (and under-appreciated) technique for individuals working with contracts and (b) brief observations about why mechanics might of interest to those exploring digital approaches to contracts. Emma Hertzberg and Meera Klemola collaborated with the author in the preparation of this paper.

Contracts often create arrangements in which one party has X days to respond to an action by the other party, or provide for adjustments in economic or other terms based on a party’s performance or financial condition, or set out a computation, allocation, or decision making process. These features -- typically referred to as contract “machinery,” “mechanics” or “plumbing”-- are central topics of attention: lawyers regularly “walk through the mechanics” in discussions with clients or counter-parties.

What’s interesting, though, is that we don’t see mechanics as a contract feature. They’re second nature to experienced lawyers. They’re not components in the way we think of representations and covenants. They’re not associated with particular doctrinal principles. Mechanics are hard to capture as a “thing” and yet they’re everywhere in the documents and lawyers deal with them all the time.

Which indicates that we might want to pause and think about them. This paper suggests why “mechanics,” however characterized, provide a useful angle of approach for understanding and working with contracts. Identifying and then reflecting on mechanics help us see elements used in making deals, how contracts are constructed and operate, and realities clients deal with in implementation. These are useful things, especially for students and lawyers starting out in practice.

When we take such a look, we see that the vernacular is instructive. “Mechanics” means a branch of science that “deals with energy and forces and their effect on bodies, the “working parts of something,” or the “way in which something is done or operated.” As we will see, that’s what contract mechanics do. They transmit commercial and legal forms of force and motion. They facilitate coordinated activity. Mechanics are working parts: the pipes, fittings, and valves of a contract.

Keywords: contracts, visuals, sketches, drawings, mechanics, mechanic, commercial, teaching, machine learning

JEL Classification: K12

Suggested Citation

Mitchell, Jay A. and Hertzberg, Emma and Klemola, Meera, Contract Mechanics: What They Are, Why They're Important, and Learning to Work with Them (October 21, 2019). Available at SSRN: https://ssrn.com/abstract=3503689 or http://dx.doi.org/10.2139/ssrn.3503689

Jay A. Mitchell (Contact Author)

Stanford Law School ( email )

559 Nathan Abbott Way
Stanford, CA 94305
United States
650-724-0014 (Phone)
650-723-4426 (Fax)

Emma Hertzberg

affiliation not provided to SSRN

Meera Klemola

affiliation not provided to SSRN

Do you have negative results from your research you’d like to share?

Paper statistics

Downloads
172
Abstract Views
856
Rank
314,280
PlumX Metrics