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Is there a discipline teaching how to design either a contract, in terms of logic and real-life feasibility, not just law.

A contract designed by lawyers is expected to be efficient if the parties involved have a conflict and their conflict reaches court. But what about contracts which are designed to prevent such course of action on the first place? That is, contracts, which put such conditions, that someone likely to violate them, would rather give up the whole deal, than accept the contract with a hidden intention to break its rules, later on? Is there a subject dedicated on that?

A contract or just even a short set of rules, does not need to be a legal one, in order to be effective. You could have an informal stipulation about the rules of relations between roommates, neighbours, co-workers, etc and if well designed, it could be no less robust than a legally bounding agreement.

As far as I was able to research, there's a discipline named "contract theory", but it belongs to the narrower field of economics and it seems not well suited for direct application in practice.

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    I think a sort list of rules agreed to by two parties is a contract. Commented Jan 12, 2023 at 21:10
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    It is unclear what you are asking. "what about contracts which are designed to prevent such course of action on the first place" Generally speaking, the intent of a contract is that all parties be on the same page and thus preempt a dispute. "contracts, which put such conditions, that someone likely to violate them, would rather give up the whole deal, than accept them and break them?" Are you asking about the concept of rescission of a contract? It is otherwise unclear what you mean by "accept them and break them". Commented Jan 12, 2023 at 21:10
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    “Formal” contracts drafted by my attorney when I ran a small business were very practical based on his knowledge and experience. He would ask questions of the type “what do you agree to under X circumstance?” - let’s cover that. Commented Jan 12, 2023 at 21:14
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    There is a profession “contract administrator”. You might look that up, Commented Jan 12, 2023 at 21:15
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    I'd say that you may have a misconception about what is expected in a contract. Nothing you're describing here seems to be outside the scope of a standard contract.
    – bdb484
    Commented Jan 12, 2023 at 21:18

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In the United States, both among practicing lawyers, and in the academic field, disciplinary boundaries are very loose. Looking only for "contract theory" would miss much of what is going on.

Lawyers who practice primarily in the area of pre-litigation contract law are called "transactional lawyers". Transactional lawyers have the same professional license as lawyers who engaged primarily in litigation, or lawyers who do both, but they choose to take on work of that type. Frequently transactional lawyers specialize even further. One lawyer might do primarily residential real estate closings. Another might handle mostly commercial real estate closings. A third might handle real estate development and construction law. A fourth might handle mergers and acquisitions. Another might handle mostly banking contracts. Another might mostly deal with insurance contracts. Another might handle mostly estate planning. A different lawyer might focus on condominiums and home owner's associations. Other lawyers focus mostly on oil and gas transactions.

In general, practicing lawyers are much more likely to focus on a particular kind of contract than on contract design generally.

This is also true in academia, although academics tend to examine issues at a somewhat greater level of generality than practicing lawyers.

In academia, in law schools, there are lawyers who focus heavily on studying contract law. There is even a contract law professor's blog. Many professors who study contract design at both the law school level and in undergraduate business schools identify instead as business law professors.

Other professors who specialize in contract design focus on only particular kinds of contracts, such as agricultural law and taxation, merger and acquisition contracts, securities law, real estate financing, marijuana business law, international trade law, and international finance law. Contract design in all of these fields is also pervasively influenced by tax law - with undergraduate tax law in accounting programs tending to be more focused on compliance and law school tax law more focused on transaction design.

Economists also study contract design. One of the main issues explored by economists is the question of under what circumstances it is better to structure economic activity within a single business raising issues such as the "theory of the firm" and agency problems, on one hand, or to structure economic transaction instead through contracts between multiple firms.

Both legal scholarship and economic scholarship tend to be weak in what I call "descriptive economics" which is the study of what contracts and transaction structures are commonly used in real life to deal with particular kinds of situations.

In short, the subjects about which you express interest are studied, but professionally, study of these subjects is highly fractured.

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  • Thanks, your answer is closest to what I have in mind, so far.
    – drabsv
    Commented Jan 17, 2023 at 8:22
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This is the work of a solicitor, especially one who specializes in contract negotiation, or in the subject area to which the contract relates (i.e. family law, employment law, etc.), but most general-practice solicitors would have the skills you discuss.

Academic scholarship can be found under the terms "legal design" or "regulatory design."

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  • Could you provide some examples/ links about "legal design"? What I discovered on the web with this search term was about bringing usability into the visual layout of legal documents (e.g. lawbydesign.co) and I guess this is not what you have in mind.
    – drabsv
    Commented Jan 16, 2023 at 9:23

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