Something Else: Specific Relief for Breach of Human Rights Terms in Supply Chain Agreements

Something Else: Specific Relief for Breach of Human Rights Terms in Supply Chain Agreements

68 Am. U. L. Rev. 1751 (2019).

* Harold E. Kohn Professor of Law, Temple University-Beasley School of Law. Thanks to Susan Maslow, David Snyder, and William Woodward for comments on an earlier draft.  Erin McKevitt and Katherine Cordry provided valuable research assistance.  In the interest of full disclosure, I have participated in the work of the American Bar Association discussed in this Article; nevertheless, the views expressed here are mine, alone, as are any errors or omissions.  © 2019, Jonathan C. Lipson, all rights reserved.

Contracts may include clauses designed to address human rights related conduct, such as the treatment of a party’s employees, which are difficult to enforce.  Model Contract Clauses recently promulgated by the ABA Business Law Section Working Group to Draft Human Rights Protections in International Supply Contractsseek to address these challenges through innovative specific performance terms.  ThisArticle assesses these clauses and observes that, while they are unlikely to be enforceable in any ordinary sense, they nevertheless have value because they can induce more constructive settlements ex post and more thoughtful bargaining, ex ante.