Contract design as a firm capability: An integration of learning and transaction cost perspectives

Abstract

Our aim is to unpack contract design capabilities for detailed commercial contracts, to draw out implications for the locus of such capabilities within the firm, and to examine implications for exploiting those capabilities as a potential source of competitive advantage. We argue that developing contract design capabilities involves learning how much and what kinds of detail to include in a contract. We further argue that knowledge about the management of these trade-offs resides differentially in managers, engineers, and lawyers regarding different types of contractual provisions.