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Shadow of the contract: how contract structure shapes inter-firm dispute resolution


  • Lumineau, Fabrice
  • Malhotra, Deepak


This paper investigates how contract structure influences inter-firm dispute resolution processes and outcomes by examining a unique dataset consisting of over 150,000 pages of documents relating to 102 business disputes. We find that the level of contract detail affects the type of dispute resolution approach that is adopted when conflict arises, and that different approaches are associated with different costs for resolving the dispute. We also find that the effect of contract choice on dispute resolution approach is moderated by the degree of coordination required in the relationship, and that the effect of dispute approach on costs is moderated by the degree of power asymmetry between the parties. Thus, even after controlling for various attributes of the exchange relationship and the dispute, the choice of contracting structure has important strategic implications.

Suggested Citation

  • Lumineau, Fabrice & Malhotra, Deepak, 2011. "Shadow of the contract: how contract structure shapes inter-firm dispute resolution," MPRA Paper 38359, University Library of Munich, Germany.
  • Handle: RePEc:pra:mprapa:38359

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    References listed on IDEAS

    1. Lyons, Bruce R & Mehta, Judith, 1997. "Contracts, Opportunism and Trust: Self-Interest and Social Orientation," Cambridge Journal of Economics, Oxford University Press, vol. 21(2), pages 239-257, March.
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    3. Reuer, Jeffrey J. & Arino, Africa & Mellewigt, Thomas, 2006. "Entrepreneurial alliances as contractual forms," Journal of Business Venturing, Elsevier, vol. 21(3), pages 306-325, May.
    4. Tiziana Casciaro, 2003. "Determinants of governance structure in alliances: the role of strategic, task and partner uncertainties," Industrial and Corporate Change, Oxford University Press, vol. 12(6), pages 1223-1251, December.
    5. Bernheim, B Douglas & Whinston, Michael D, 1998. "Incomplete Contracts and Strategic Ambiguity," American Economic Review, American Economic Association, vol. 88(4), pages 902-932, September.
    6. Vlaar, P.W.L. & van den Bosch, F.A.J., 2006. "Coping with Problems of Understanding in Interorganizational Relationships: Using Formalization as a Means to make Sense," ERIM Report Series Research in Management ERS-2006-034-STR, Erasmus Research Institute of Management (ERIM), ERIM is the joint research institute of the Rotterdam School of Management, Erasmus University and the Erasmus School of Economics (ESE) at Erasmus University Rotterdam.
    7. Xiaohua Lin & Richard Germain, 1998. "Sustaining Satisfactory Joint Venture Relationships: The Role of Conflict Resolution Strategy," Journal of International Business Studies, Palgrave Macmillan;Academy of International Business, vol. 29(1), pages 179-196, March.
    8. William G. Ouchi, 1979. "A Conceptual Framework for the Design of Organizational Control Mechanisms," Management Science, INFORMS, vol. 25(9), pages 833-848, September.
    9. Saussier, Stephane, 2000. "Transaction costs and contractual incompleteness: the case of Electricite de France," Journal of Economic Behavior & Organization, Elsevier, vol. 42(2), pages 189-206, June.
    10. Deeds, David L. & Hill, Charles W. L., 1999. "An examination of opportunistic action within research alliances: Evidence from the biotechnology industry," Journal of Business Venturing, Elsevier, vol. 14(2), pages 141-163, March.
    11. Ness, Havard & Haugland, Sven A., 2005. "The evolution of governance mechanisms and negotiation strategies in fixed-duration interfirm relationships," Journal of Business Research, Elsevier, vol. 58(9), pages 1226-1239, September.
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    Cited by:

    1. Basant, Rakesh & Rai, Rajnish, 2013. "Alliance Capability, Governance Mechanisms And Stakeholder Management In Complex Settings," IIMA Working Papers WP2013-05-10, Indian Institute of Management Ahmedabad, Research and Publication Department.
    2. Fabrice Lumineau & Joanne E. Oxley, 2012. "Let's Work It Out (or We'll See You in Court): Litigation and Private Dispute Resolution in Vertical Exchange Relationships," Organization Science, INFORMS, vol. 23(3), pages 820-834, June.
    3. Fabrice Lumineau & Bertrand Quélin, 2012. "An empirical investigation of interorganizational opportunism and contracting mechanisms," Post-Print hal-00668599, HAL.
    4. Lumineau, Fabrice & Frechet, Marc & Puthod, Dominique, 2011. "An organizational learning perspective on contract design," MPRA Paper 38360, University Library of Munich, Germany.
    5. Laura Poppo & Kevin Zheng Zhou, 2014. "Managing contracts for fairness in buyer–supplier exchanges," Strategic Management Journal, Wiley Blackwell, vol. 35(10), pages 1508-1527, October.
    6. Lumineau, Fabrice & Henderson, James, 2012. "The influence of relational experience and contractual governance on the negotiation strategy in buyer-supplier disputes," MPRA Paper 38510, University Library of Munich, Germany.
    7. Sean M. Handley & Corey M. Angst, 2015. "The impact of culture on the relationship between governance and opportunism in outsourcing relationships," Strategic Management Journal, Wiley Blackwell, vol. 36(9), pages 1412-1434, September.
    8. Brian C Pinkham & Mike W Peng, 2017. "Overcoming institutional voids via arbitration," Journal of International Business Studies, Palgrave Macmillan;Academy of International Business, vol. 48(3), pages 344-359, April.
    9. Fabrice Lumineau & Marc Fréchet & Dominique Puthod, 2011. "An organizational learning perspective of the contracting process," Post-Print halshs-01019320, HAL.
    10. Oliver Schilke & Karen S. Cook, 2015. "Sources of alliance partner trustworthiness: Integrating calculative and relational perspectives," Strategic Management Journal, Wiley Blackwell, vol. 36(2), pages 276-297, February.
    11. Spencer Elizabeth Crawford, 2015. "Revising the Role of Contract in Development Cooperation," The Law and Development Review, De Gruyter, vol. 8(1), pages 147-186, June.
    12. repec:bla:jscmgt:v:53:y:2017:i:4:p:37-66 is not listed on IDEAS

    More about this item


    Contractual Governance; Disputes; Framing; Interest-Based Negotiation and Rights-Based Negotiation; Control and Coordination; Power;

    JEL classification:

    • L14 - Industrial Organization - - Market Structure, Firm Strategy, and Market Performance - - - Transactional Relationships; Contracts and Reputation
    • K40 - Law and Economics - - Legal Procedure, the Legal System, and Illegal Behavior - - - General
    • K42 - Law and Economics - - Legal Procedure, the Legal System, and Illegal Behavior - - - Illegal Behavior and the Enforcement of Law
    • L22 - Industrial Organization - - Firm Objectives, Organization, and Behavior - - - Firm Organization and Market Structure
    • K41 - Law and Economics - - Legal Procedure, the Legal System, and Illegal Behavior - - - Litigation Process
    • M10 - Business Administration and Business Economics; Marketing; Accounting; Personnel Economics - - Business Administration - - - General

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