Is a Long‐term Business Relationship an Implied Contract? Two Views of Relationship Disengagement*
通过William Baird诉Marks & Spencer案，探讨长期排他性商业关系在无书面合同时是否构成默示合同，并分析法律救济的可能性。
ABSTRACT Current knowledge of business‐to‐business relationship dissolution centres upon definitions of relationship dissolution, models of dissolution, antecedents for dissolution, and dissolution strategies. In this paper an empirical case example of a terminated business relationship in the aftermath stage of the dissolution process is presented. William Baird sued Marks and Spencer for £53.6 m for breach of contract. The relationship between the actors was long‐term, exclusive, and involved substantial investment in specific assets. There was no written contract in place, yet one actor considered that the relationship was equal to an implied contract. The contribution of the paper is to discuss the possibility for legal redress using the transaction cost economics, relational contracting, and industrial networks literatures.