The Form Knows Best

Authors

Tara Chowdhury, University of Virginia School of Law
Faith Chudkowski, University of Virginia School of Law
Mitu Gulati, University of Virginia School of Law

Abstract

Law students learn that contracts are carefully negotiated, precisely drafted, and shaped by doctrine. But lawyers tell a different story. This article compares six pillars of contract law with what we heard in over 170 interviews with senior transactional lawyers across M&A, sovereign bonds, and leveraged loans. The result is a gap between the Official Story taught in classrooms and the Unofficial Story told by practitioners—where boilerplate dominates, case law is rarely consulted, and market custom often prevails over efficient design. We suggest that many contract provisions are better understood as historical artifacts: products of inherited forms and production pressure. Or, as one lawyer put it, more Mars Bar than masterpiece. That gap may matter, especially when courts often interpret form as if it reflects intent.

Recommended Citation

Tara Chowdhury, Faith Chudkowski, and Mitu Gulati, The Form Knows Best, 79 U. Mia. L. Rev. 607 (2025)
Available at: https://repository.law.miami.edu/umlr/vol79/iss4/3