Lawyers asleep at the wheel? The GM-Fisher Body contract
指出1919年通用汽车与费舍尔车身签订的10年合同因缺乏对价而不可强制执行,质疑交易工程中不可执行协议的功能,对法学和经济学学者有启发。
In the analysis of vertical integration by contract versus ownership, one event has dominated the discussion—General Motors’ (GM) merger with Fisher Body in 1926. The debates have all been premised on the assumption that the 10-year contract between the parties signed in 1919 was a legally enforceable agreement. However, it was not. Because Fisher's promise was illusory the contract lacked consideration. This note suggests that GM's counsel must have known this. It raises a significant question in transactional engineering: what is the function of an agreement that is not legally enforceable? Copyright 2008 , Oxford University Press.