Towards a Genealogy and Typology of Governance Through Contract Beyond Privity

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Abstract

Contracts are used to extend governance on supply chain and platform actors in ways that could not be envisaged when the foundations of current conceptualizations of contractual privity were laid down in the 19th century. This results in a stark contradiction. Firms use contracts to extend governance on actors beyond privity when it suits their interests, for example for reasons of supply-chain-wide cost-management. At the same time, law offers few means of holding a firm liable for the inadequate governance of social, environmental, cultural, and economic sustainability in its supply chain or platform eco-system. I propose two tools for uncovering the multiple societal tensions that this disjuncture between law and contractual practice entails. The first is a genealogy of how contractual paradigms have contributed to the rise of new forms of production, such as centralized mass production in the 19th century, global value chains in the 20th century, and the platform economy in the 21st century. The second is a multidisciplinary typology of the contractual mechanisms used to extend governance beyond privity. My hope is that these two tools will help us better understand, research, teach, and balance the implications of contractual paradigms on the social, environmental, cultural, and economic sustainability of production
Original languageEnglish
JournalEuropean Review of Contract Law
Volume16
Issue number1
Pages (from-to)25-43
ISSN1614-9920
DOIs
Publication statusPublished - 2020
Externally publishedYes

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