Exploring the dimensions and transactional outcomes of incomplete business contracts

With an increased emphasis on outsourcing and shortening business cycles, contracts between firms have become more important. Carefully written contracts contribute to the efficiency and longevity of inter-firm relationships as they may constrain opportunism and are often a less costly governance mechanism than maintaining complex social relationships (Larson 1992). This exploratory examination adds to our understanding of how incomplete contracts affect interorganizational exchange. First, we consider the multiple dimensions of contract constraints (safeguards). We also investigate the extent that constraints affect decisions to enforce the relationship by delaying payments, and whether the decision is efficient. Finally, we examine the extent the constraints are effective (and ineffective) at reducing transaction problems associated with enforcement. Based on 971 observations of transactions using explicit, written terms and other secondary data in the context of IT transaction in The Netherlands we test our research propositions.

GTM-based data visualisation with incomplete data

We analyse how the Generative Topographic Mapping (GTM) can be modified to cope with missing values in the training data. Our approach is based on an Expectation -Maximisation (EM) method which estimates the parameters of the mixture components and at the same time deals with the missing values. We incorporate this algorithm into a hierarchical GTM. We verify the method on a toy data set (using a single GTM) and a realistic data set (using a hierarchical GTM). The results show our algorithm can help to construct informative visualisation plots, even when some of the training points are corrupted with missing values.

The propensity to hedge with futures contracts:the case of potato futures contracts

This paper studies why UK non-financial firms hedge with potato futures contracts. It is found that the financial characteristics of firms in the sample play an important role in influencing the propensity to hedge. For example, it is found that firms that hedge are on average larger than firms that do not hedge. Firms that hedge also have more volatile earnings. Furthermore, firms that do hedge appear to want to smooth earnings to reduce the costs of financial distress and avoid entering the highest tax threshold. © 2005 Taylor & Francis.

Opportunism, hold-up and the (contractual) theory of the firm

This paper considers the role of opportunism in three contractual theories of the firm: rent-seeking theory, property rights theory, and agency theory. In each case I examine whether it is possible to have a functioning contractual theory of the firm without recourse to opportunism. Without opportunism firms may still exist as a result of issues arising from (incomplete) contracting. Far from posing a problem for the theory of the firm, questioning the role of opportunism and the ubiquity of the hold-up problem helps us understand more about the purpose and functions of contracts which go beyond mere incentive alignment.

A systems approach to tendering for contracts in the construction industry

DUE TO COPYRIGHT RESTRICTIONS ONLY AVAILABLE FOR CONSULTATION AT ASTON UNIVERSITY LIBRARY AND INFORMATION SERVICES WITH PRIOR ARRANGEMENT

The management of foreign exchange exposure on business contracts overseas

This thesis is a piece of applied research. It is the result of a joint project between the University of Aston Interdisciplinary Higher Degrees Scheme and International Aeradio plc (IAL). It considers the structure and organisation of overseas business and the effects that exchange rate movements have on financial performance. It looks in detail at a series of overseas contracts and factors which affect the monitoring and performance of those contracts. From this initial research is developed a series of conceptual models which attempt to capture the effects of foreign exchange rate movements on contract costing, the monitoring of performance on overseas contracts and a measure of company wide exposure. These models are then considered in the context of real IAL generated data and circumstances. The work is finally considered in the context of a survey of other companies with a similar mode of undertaking overseas business with the aim of placing the work in a general context.

A comparative evaluation of the legislative controls on unfair terms and exemption clauses in consumer and business contracts in England and Brazil

The purpose of the present study is to make a comparative evaluation of the legislative controls on unfairness in the context of B2B, B2C and small businesses contracts in England and Brazil. This work will focus on the examination of statutes and relevant case law which regulate exemption clauses and terms on the basis of their ‘unfairness’. The approach adopted by legislation and courts towards the above controls may vary according to the type of contract. Business contracts are more in line with the classical model of contract law according to which parties are presumably equals and able to negotiate terms. As a consequence interventions should be avoided for the sake of freedom of contract even if harmful terms were included. Such assumption of equality however is not applicable to small businesses contracts because SMEs are often in a disadvantageous position in relation to their larger counterparties. Consumer contracts in their turn are more closely regulated by the English and Brazilian legal systems which recognised that vulnerable parties are more exposed to unfair terms imposed by the stronger party as a result of the inequality of bargaining power. For this reason those jurisdictions adopted a more interventionist approach to provide special protection to consumers which is in line with the modern law of contract. The contribution of this work therefore consists of comparing how the law of England and Brazil tackles the problem of ‘unfairness’ in the above types of contracts. This study will examine the differences and similarities between rules and concepts of both jurisdictions with references to the law of their respective regional trade agreements (EU and the Mercosul). Moreover it will identify existing issues in the English and Brazilian legislation and recommend lessons that one system can learn from the other.

Reconstruction of an unsteady flow from incomplete boundary data:Part I. Theory

Purpose – To propose and investigate a stable numerical procedure for the reconstruction of the velocity of a viscous incompressible fluid flow in linear hydrodynamics from knowledge of the velocity and fluid stress force given on a part of the boundary of a bounded domain. Design/methodology/approach – Earlier works have involved the similar problem but for stationary case (time-independent fluid flow). Extending these ideas a procedure is proposed and investigated also for the time-dependent case. Findings – The paper finds a novel variation method for the Cauchy problem. It proves convergence and also proposes a new boundary element method. Research limitations/implications – The fluid flow domain is limited to annular domains; this restriction can be removed undertaking analyses in appropriate weighted spaces to incorporate singularities that can occur on general bounded domains. Future work involves numerical investigations and also to consider Oseen type flow. A challenging problem is to consider non-linear Navier-Stokes equation. Practical implications – Fluid flow problems where data are known only on a part of the boundary occur in a range of engineering situations such as colloidal suspension and swimming of microorganisms. For example, the solution domain can be the region between to spheres where only the outer sphere is accessible for measurements. Originality/value – A novel variational method for the Cauchy problem is proposed which preserves the unsteady Stokes operator, convergence is proved and using recent for the fundamental solution for unsteady Stokes system, a new boundary element method for this system is also proposed.

How contracts and enforcement explain transaction outcomes

This study considers the influence of contracts on enforcement and the subsequent performance impact of aligned and misaligned enforcement. We define enforcement as a corrective action aimed at remedying problems occurring in the transaction. First we explain the role of contracts and show that at the component level, contracts can both increase and decrease enforcement. Building on an alignment perspective and accounting for the endogeneity of enforcement, we use these contractual components and variables related to enforcement to predict the occurrence of enforcement. We use such predictions to show that aligned enforcement results in higher performance. We also show that the performance impact of misaligned enforcement is relatively greater for transactions where enforcement is not expected. We conduct the study using a unique dataset reporting on 971 business transactions across a wide range of industries.

Contracts for the sale of land and personal property:the equitable interests of the purchaser

As property lawyers, we are all familiar with the general principle that a contract for the sale of land, which is capable of specific performance, operates in equity so as to confer a trust on the purchaser pending completion of the sale. Although some controversy exists as to the exact nature of the trust, it is well established that, upon exchange of contracts, equity will ‘‘treat that as done which ought to be done’’1 with the consequence that the purchaser acquires equitable ownership even though full (legal) title to the land will not pass until completion (and registration). As land is unique, specific performance is readily available in the context of sales of land where damages would, clearly, not be an adequate remedy. The same cannot be said for contracts for the purchase of personal property where invariably the subject matter is not unique and where a substitute can easily be acquired in the open market. In circumstances, however, where the property is unique or scarce (for example, a rare painting or vintage car), the maxim that ‘‘equity treats as done that which ought to be done’’ may be invoked so as to confer on the seller an equitable obligation to transfer the property to the purchaser in fulfilment of the contract. Where, therefore, the contract is specifically enforceable in this way, the seller, it is submitted, will again hold the property on trust for the purchaser where, as in a contract for the sale of land, there is an interval between the date of the contract and completion of the sale. The notion that a seller holds personal property upon trust for the purchaser pending completion of the sale is admittedly controversial, but this article seeks to argue that the same principles governing equity’s intervention in sales of land should apply in the context of sales of personalty. It is submitted that equity’s role in imposing a trust on the vendor both in relation to sales of land and personalty may be important in safeguarding the interests of the purchaser prior to, as well as after, completion of the transaction.

Determining the temperature from incomplete boundary data

An iterative procedure for determining temperature fields from Cauchy data given on a part of the boundary is presented. At each iteration step, a series of mixed well-posed boundary value problems are solved for the heat operator and its adjoint. A convergence proof of this method in a weighted L2-space is included, as well as a stopping criteria for the case of noisy data. Moreover, a solvability result in a weighted Sobolev space for a parabolic initial boundary value problem of second order with mixed boundary conditions is presented. Regularity of the solution is proved. (© 2007 WILEY-VCH Verlag GmbH & Co. KGaA, Weinheim)