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This Article provides the first comprehensive account of personalized default rules and personalized disclosure in the law. Under a personalized approach to default rules, individuals are assigned default terms in contracts or wills that are tailored to their own personalities, characteristics, and past behaviors. Similarly, disclosures by firms or the state can be tailored so that only information likely to be relevant to an individual is disclosed and information likely to be irrelevant to her is omitted. The Article explains how the rise of Big Data makes the effective personalization of default rules and disclosure far easier than it would have been during earlier eras. The Article then shows how personalization might improve existing approaches to the law of consumer contracts, medical malpractice, organ donation, inheritance, landlord–tenant relations, and labor law. The paper makes several contributions to the literature. First, it shows how data mining can be used to identify particular personality traits in individuals, and these traits may in turn predict preferences for particular packages of legal rights. Second, it proposes a regime whereby a subset of the population (\"guinea pigs\") is given a lot of information about various contractual terms and plenty of time to evaluate their desirability, with the choices of particular guinea pigs becoming the default choices for those members of the general public who have similar personalities, demographic characteristics, and patterns of observed behavior. Third, we assess a lengthy list of drawbacks to the personalization of default rules and disclosure, including cross subsidization, strategic behavior, uncertainty, stereotyping, privacy, and institutional-competence concerns. Finally, we explain that the most trenchant critiques of the disclosure strategy for addressing social ills are really criticisms of impersonal disclosure. Personalized disclosure not only offers the potential to cure the ills associated with impersonal disclosure strategies, but it can also ameliorate many of the problems associated with the use of personalized default rules.

[...]when a franchisee is in default of performance standards, and fails to cure its default, a reduction in the exclusive territory can better align the territory with the franchisee's demonstrated capabilities in operating the franchised business, while creating opportunities to bring one or more operators into the area to maximize the territory's potential and to best retain customers in that area for the franchised system, rather than creating opportunities for competitors in the territory.4 The changes to the exclusive territory may be permanent. [...]exercising such a provision enhances the likelihood of a good customer experience and improves prospects for repeat business. [...]the exercise of this provision (and even the existence of this type of provision in the franchise agreement) provides an incentive for the franchisee to comply with the system and to promptly cure any defaults.7 Financial mechanisms are another type of provision contained in franchise agreements that can incentivize compliance.8 Franchisees that are in default, particularly those that repeatedly default under their agreements, often command a disproportionate amount of the franchisor's time, effort, and resources as the franchisor takes steps to preserve and enhance the system's goodwill. [...]these types of provisions may provide that the franchisee will pay a certain fee and/or will reimburse the franchisor for any attorneys' fees or other costs that it incurs in connection with securing the franchisee's compliance.

This Note investigates how incomplete contracting between merchant parties may harm third-party consumers. After defining this phenomenon and noting several examples, this Note considers solutions to the social inefficiencies arising from these merchant-to-merchant contracts. To do so, this Note engages in a detailed case study of generic drug shortages and how incomplete failure-to-supply provisions affect patients' ability to access essential drugs. Such shortages typify the incomplete contracts at issue in this Note. Ultimately, this Note proposes a regulatory solution to firms' reliance on default rules that would reduce the incidence of extreme negative externalities on third parties.

Policy makers and scholars—both lawyers and economists—have long pondered the optimal design of default rules. From the classic works on \"mimicking\" defaults for contracts and corporations to the modern rush to set \"sticky\" default rules to promote policies as diverse as organ donation, retirement savings, consumer protection, and data privacy, the optimal design of default rules has featured as a central regulatory challenge. The key element driving the design is opt-out costs—how to minimize them, or, alternatively, how to raise them tomake thedefault sticky. Much of the literature has focused on \"mechanical\" opt-out costs—the effort people incur to select a nondefault alternative. This focus is too narrow. A more important factor affecting opt-out is information—the knowledge people must acquire to make informed opt-out decisions. But, unlike high mechanical costs, high information costs need not make defaults stickier; they may insteadmake the defaults \"slippery.\" This counterintuitive claim is due to the phenomenon of uninformed opt-out, which we identify and characterize. Indeed, the importance of uninformed opt-out requires a reassessment of the conventional wisdom about Nudge and asymmetric or libertarian paternalism. We also show that different defaults provide different incentives to acquire the information necessary for informed opt-out. With the ballooning use of default rules as a policy tool, our information-costs theory provides valuable guidance to policy makers.

Salinger addresses the current holes in the National Labor Relations Board's (NLRB) consequential damages guidance and recommends several categories of economic losses that should be considered in order to effectuate the policies of the National Labor Relations Act, and will offer a path forward for fully establishing and building upon the victory for workers that came out of the Thryv decision. He addresses the administrative framework of NLRB remedies, outlines the current holes in NLRB protections, and recommends that the Board and NLRB General Counsel issue memoranda and adjudicate unfair labor practice claims in a way that not only comports with Thryv, but endeavors to push and broaden the holding and rationale of that decision.