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Special
Safeguard Measures Under the
Agreement on Agriculture: A Jurisprudential Analysis
-- Tarun
Jain
One
of the major measures embedded in the WTO's Agreement
on Agriculture is the `Special Safeguard Measures'
(SSM). This has been provided as an exception to the
general rule of abolition of quotas and freedom of
trade for the members of this international institution
to protect their domestic markets for agricultural
products from the sudden surges in agricultural imports.
This paper deals with various legal issues, which
the SSM is facing, where the aim shall be to critically
evaluate the provision, its practical application,
and its implications and thus examine its contours
and ambit.
©
2008 The Icfai University Press. All Rights Reserved.
Of
Fine Lines, Blunt Instruments, and Half-Truths: Business
Acquisition Agreements and the Right to Lie --
Jeffrey M Lipshaw
In
this paper, the author has expanded upon a happy coincidence
(for scholars) in reconciling the overlap between
contract and fraud. Both the recent book by Ian Ayres
and Gregory Klass and the opinion by the Delaware
Court of Chancery in Abry Partners Acquisition V,
L.P. v. F & W Acquisition, LLC addressed
the matter of lies within contractual promises, whether
as to the promisor's intention to perform or as to
the state of the business being sold. Each treatment,
however, in focusing on fraudulent affirmative representations,
falls short of (1) recognizing the fundamental aspect
of deceptive promising in a complex deal, namely the
half-truth, (2) articulating an appropriate doctrinal
principle to address it, or (3) capturing the social
and linguistic context that makes the deceptive half-truth
so insidious. The archetypal facts in Abry frame the
issue. When the parties to a business acquisition
agreement purport to limit the buyer's reliance to
those representations and warranties set forth in
the agreement, just what obligations of truth-telling
have the parties contractually released? There is
a need to grapple with the interrelationship of law,
language, mutual understanding, and trust. The language
of law (and the contract) is a blunt instrument by
which to map the subtle fine lines of a complex agreement.
The author contends that there is a kind of special
arrogance in the illusion onto which lawyers hold
that the uncertainties and contingencies of the world
are in their power to be controlled, and to the winner
of the battle of words go the spoils. The correct
doctrinal result is to presume in the transactional
speech acts (including the contract), as people do
in everyday life, a default of truth-telling. This
permits the parties to contract freely around the
rule, but it requires a narrow construction of the
exceptions and disclaimers.
©
2007 Delware Journal of Corporate Law. This paper
was earlier published in the Delware Journal of
Corporate Law, Vol. 32, No. 2. Reprinted with
Permission.
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