Robert Scott

Alfred McCormack Professor Emeritus of Law

Emeriti

Education

S.J.D., University of Michigan Law School, 1973
J.D., William & Mary Law School, 1968
B.A., Oberlin College, 1965

Areas of Study

Corporate, Business, and Transactional Law

Areas of Specialty

Contract Law and Theory

The director of Columbia Law School’s Center for Contract and Economic Organization, Robert Scott is an internationally recognized scholar and teacher in the fields of contracts, commercial transactions, and bankruptcy. He has co-authored six books on contracts and commercial transactions, including, most recently, The 3½ Minute Transaction: Boilerplate and the Limits of Contract Design (with Mitu Gulati). His many articles in leading law journals include six co-authored with Charles Goetz that set the standard for the economic analysis of contract law.

Scott served as the Justin W. D’Atri Visiting Professor of Law, Business, and Society at Columbia Law School from 2001 to 2006 and joined the Columbia Law School faculty full-time in 2006. In 2014, he assumed the role of interim dean of the Law School. Before joining Columbia, Scott was a member of the University of Virginia School of Law faculty from 1974 to 2006 and served as the school’s dean from 1991 to 2001. During his deanship, the School of Law embarked on a landmark capital campaign that raised more money at the time than any other law school in history; he oversaw a $50 million renovation of the law school’s grounds, developed innovative ways of promoting faculty scholarship and instituted several curricular enhancements.

Scott is a fellow of the American Academy of Arts and Sciences, a life fellow of the American Bar Foundation, and a member of the American Law Institute. He was president of the American Law Deans Association from 1999 to 2001 and president of the American Law & Economics Association from 2014 to 2015. He has chaired the Association of American Law Schools’ Sections on Contract Law, Law and Economics, and Commercial and Consumer Law. As a J.D. student, he was editor in chief of the William & Mary Law Review, and from 2008 to 2016, he served on William & Mary’s governing board, after being appointed to the role by Virginia Gov. Tim Kaine.

Publications

11/10/25 Oxford Academic

Contract Hazards: Lawyers and Their Landmines

There is a paradox in commercial contracting: Standardization makes possible production efficiencies but at the cost of contracts that contain “landmines”—loopholes that can be used strategically to gain litigation advantage when the transaction collapses. When standard contracts are traded in large liquid markets, the landmines in these contracts can become exponentially difficult to modify in order to keep the contract “market” and allow for a quick resale—producing a phenomenon the book labels “contract as artifact.” Supported by interviews with over two hundred market experts and an empirical examination of multiple commercial markets, the book’s claim is that landmines are ubiquitous in all markets in which transactions use standardized terms. Yet all markets are not the same. In the M&A market, there is no active secondary market to transform standard form contracts into artifacts. Here, problem contracts are more readily identified and repaired by landmine entrepreneurs. Landmines are more persistent and costly in large liquid markets such as sovereign debt and leveraged loans. The result is substantial costs incurred in disputes over the restructuring of bonds and creditor priorities, costs that could be avoided by the ex ante repair of landmine-infected contracts. Here, we see the main themes in the book realized: guru lawyers propose new ways of exploiting landmines in the standard contract while novice drafters can only insert marginal provisions that fail to deter these efforts. In the absence of dramatic shocks to the market, deeply embedded terms in the artifact contract repel major changes to the documentation.

Contract Law and Theory, 6th ed. 2024 (Car. Academic Press)(with Jody P. Kraus).
Contractual Landmines, 41 Yale J. Reg. 307 (2024) (with Stephen Choi & Mitu Gulati).
Contract Production in M&A Markets, 171 U. Pa. L. Rev. 1881 (2023) (with Stephen Choi, Mitu Gulati & Mathew Jennejohn).
Obsolescence: The Intractable Production Problem in Contract Law, 121 Colum. L. Rev. 1659 (2021) (with Alan Schwartz).
What Do Lawyers Contribute to Law and Economics?, 38 Yale J. on Reg. 707 (2021) (with George Triantis).
The Case Against Equity in American Contract Law, 93 S. Cal. L. Rev. 1323 (2020) (with Jody Kraus).
The Paradox of Contracting in Markets, 83 Law & Contemp. Probs. 71 (2020).
Revising Boilerplate: A Comparison of Private and Public Company Transactions, 2020 Wisc. L. Rev. 629 (with Stephen Choi & Mitu Gulati).
Anticipating Venezuela’s Debt Crisis: Hidden Holdouts and the Problem of Pricing Collective Action Clauses, 100 B.U. L. Rev. 253 (2020) (with Mitu Gulati & Stephen Choi).
Can Restitution Save Spiderless Networks, 8 Harv. Bus. L. Rev. 1 (2018) (with Ariel Porat).
Variation in Boilerplate: Rational Design or Random Mutation?, 20 Am. L. & Econ. Rev. 1 (2018) (with Mitu Gulati & Stephen Choi).
The Black Hole Problem in Commercial Boilerplate, 67 Duke L. J. 1 (2017) (with Mitu Gulati & Stephen Choi).
The Common Law of Contract and the Default Rule Project, 102 Va. L. Rev. 1523 (2016) (with Alan Schwartz).
From Contract to Status: Collaboration and the Evolution of Novel Family Forms, 115 Colum. L. Rev. 293 (2015) (with Elizabeth Scott).
Contract Design and the Shading Problem, 99 Marquette L. Rev. 1 (2015) (Boden Memorial Lecture).
Contractual Networks and Third Party Beneficiary Law, 7 J. Legal Analysis 325 (2015) (with Alan Schwartz).
Ex Ante Choice of Jury Waiver Clauses in Mergers,17 Am. L. & Econ. Rev. 566 (2015) (with Darius Palia).
Text and Context: Contract Interpretation as Contract Design, 100 Cornell L. Rev. 23 (2014) (with Ronald Gilson & Charles Sabel).
Contract and Innovation: The Limited Role of Generalist Courts in the Evolution of Novel Contractual Forms, 88 N.Y.U. L. Rev. 170 (2013).
Origin Myths, Contract, and the Hunt for Pari Passu, 38 L. & Soc. Inquiry 72 (2013) (with Mitu Gulati and Mark Weidemaier).
The 3 1/2 Minute Transaction - Boilerplate and The Limits of Contract Design, 2013 (U.Chi.Press) (with Mitu Gulati).

You will find a complete list of Professor Scott's publications here.