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More is Less: Why Parties May Deliberately Write Incomplete Contracts

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  • Maija Halonen-Akatwijuka
  • Oliver D. Hart

Abstract

Why are contracts incomplete? Transaction costs and bounded rationality cannot be a total explanation since states of the world are often describable, foreseeable, and yet are not mentioned in a contract. Asymmetric information theories also have limitations. We offer an explanation based on "contracts as reference points". Including a contingency of the form, "The buyer will require a good in event E", has a benefit and a cost. The benefit is that if E occurs there is less to argue about; the cost is that the additional reference point provided by the outcome in E can hinder (re)negotiation in states outside E. We show that if parties agree about a reasonable division of surplus, an incomplete contract can be strictly superior to a contingent contract.

Suggested Citation

  • Maija Halonen-Akatwijuka & Oliver D. Hart, 2013. "More is Less: Why Parties May Deliberately Write Incomplete Contracts," NBER Working Papers 19001, National Bureau of Economic Research, Inc.
    • Handle: RePEc:nbr:nberwo:19001
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    References listed on IDEAS

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    1. Bajari, Patrick & Tadelis, Steven, 2001. "Incentives versus Transaction Costs: A Theory of Procurement Contracts," RAND Journal of Economics, The RAND Corporation, vol. 32(3), pages 387-407, Autumn.
    2. Fabian Herweg & Klaus Schmidt, 2012. "Loss Aversion and Ex Post Inefficient Renegotiation," CESifo Working Paper Series 4031, CESifo.
    3. Oliver Hart & John Moore, 2008. "Contracts as Reference Points," The Quarterly Journal of Economics, President and Fellows of Harvard College, vol. 123(1), pages 1-48.
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    6. Herold, Florian, 2010. "Contractual incompleteness as a signal of trust," Games and Economic Behavior, Elsevier, vol. 68(1), pages 180-191, January.
    7. Ernst Fehr & Oliver Hart & Christian Zehnder, 2011. "Contracts as Reference Points--Experimental Evidence," American Economic Review, American Economic Association, vol. 101(2), pages 493-525, April.
    8. Paul Oyer, 2004. "Why Do Firms Use Incentives That Have No Incentive Effects?," Journal of Finance, American Finance Association, vol. 59(4), pages 1619-1650, August.
    9. Ernst Fehr & Oliver Hart & Christian Zehnder, 2008. "Contracts as reference points � experimental evidence," IEW - Working Papers 393, Institute for Empirical Research in Economics - University of Zurich.
    10. Steven Shavell, 1980. "Damage Measures for Breach of Contract," Bell Journal of Economics, The RAND Corporation, vol. 11(2), pages 466-490, Autumn.
    11. Aghion, Philippe & Bolton, Patrick, 1987. "Contracts as a Barrier to Entry," American Economic Review, American Economic Association, vol. 77(3), pages 388-401, June.
    Full references (including those not matched with items on IDEAS)

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    Blog mentions

    As found by EconAcademics.org, the blog aggregator for Economics research:
    1. Incomplete contracts can be optimal
      by Economic Logician in Economic Logic on 2013-05-24 20:08:00

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    Cited by:

    1. Oliver Hart, 2013. "Noncontractible Investments and Reference Points," Games, MDPI, vol. 4(3), pages 1-20, August.
    2. Iossa, Elisabetta & Martimort, David, 2016. "Corruption in PPPs, incentives and contract incompleteness," International Journal of Industrial Organization, Elsevier, vol. 44(C), pages 85-100.
    3. Schmitz, Patrick W., 2015. "Government versus private ownership of public goods: The role of bargaining frictions," Journal of Public Economics, Elsevier, vol. 132(C), pages 23-31.
    4. Herweg, Fabian & Karle, Heiko & Müller, Daniel, 2018. "Incomplete contracting, renegotiation, and expectation-based loss aversion," Journal of Economic Behavior & Organization, Elsevier, vol. 145(C), pages 176-201.
    5. Hans B. Christensen & Valeri V. Nikolaev & Regina Wittenberg‐Moerman, 2016. "Accounting Information in Financial Contracting: The Incomplete Contract Theory Perspective," Journal of Accounting Research, Wiley Blackwell, vol. 54(2), pages 397-435, May.
    6. Charles T. Carlstrom & Timothy S. Fuerst & Matthias Paustian, 2016. "Optimal Contracts, Aggregate Risk, and the Financial Accelerator," American Economic Journal: Macroeconomics, American Economic Association, vol. 8(1), pages 119-147, January.
    7. Wang, Jing, 2017. "Debt covenant design and creditor control rights: Evidence from the tightest covenant," Journal of Corporate Finance, Elsevier, vol. 44(C), pages 331-352.
    8. Maija Halonen-Akatwijuka & Oliver Hart, 2020. "Continuing Contracts [“Firms’ Use of Outside Contractors: Theory and Evidence,”]," The Journal of Law, Economics, and Organization, Oxford University Press, vol. 36(2), pages 284-313.
    9. D'Acunto, Francesco & Xie, Jin & Yao, Jiaquan, 2022. "Trust and contracts: Empirical evidence," LawFin Working Paper Series 32, Goethe University, Center for Advanced Studies on the Foundations of Law and Finance (LawFin).
    10. Björn Bartling & Klaus M. Schmidt, 2015. "Reference Points, Social Norms, And Fairness In Contract Renegotiations," Journal of the European Economic Association, European Economic Association, vol. 13(1), pages 98-129, February.
    11. Hart, Oliver D., 2013. "Noncontractible Investments and Reference Points," Scholarly Articles 29058539, Harvard University Department of Economics.
    12. Fabian Herweg & Klaus M. Schmidt, 2015. "Loss Aversion and Inefficient Renegotiation," The Review of Economic Studies, Review of Economic Studies Ltd, vol. 82(1), pages 297-332.
    13. Marian W. Moszoro & Pablo T. Spiller, 2018. "Implications of Third Parties for Contract Design," Economia e Politica Industriale: Journal of Industrial and Business Economics, Springer;Associazione Amici di Economia e Politica Industriale, vol. 45(1), pages 5-16, March.
    14. Davidson Heath & Mark Mitchell, 2023. "Market Returns and Interim Risk in Mergers," Management Science, INFORMS, vol. 69(1), pages 617-635, January.
    15. Contreras Oscar F. & Giorgio Zanarone, 2018. "Managing Social Comparison Costs in Organizations," Working Papers 2018-25, Banco de México.
    16. Göller, Daniel, 2021. "How Long-Term Contracts can Mitigate Inefficient Renegotiation Arising Due to Loss Aversion," VfS Annual Conference 2020 (Virtual Conference): Gender Economics 224598, Verein für Socialpolitik / German Economic Association, revised 2021.
    17. Maija Halonen-Akatwijuka & Oliver Hart, 2015. "Short-term, Long-term, and Continuing Contracts," NBER Working Papers 21005, National Bureau of Economic Research, Inc.
    18. repec:bri:cmpowp:13/325 is not listed on IDEAS
    19. Francesco D'Acunto & Jin Xie & Jiaquan Yao, 2020. "Trust and Contracts: Empirical Evidence," CESifo Working Paper Series 8714, CESifo.

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    More about this item

    JEL classification:

    • D23 - Microeconomics - - Production and Organizations - - - Organizational Behavior; Transaction Costs; Property Rights
    • D86 - Microeconomics - - Information, Knowledge, and Uncertainty - - - Economics of Contract Law
    • K12 - Law and Economics - - Basic Areas of Law - - - Contract Law

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