The University of Georgia School of Law’s spring 2025 International Law Colloquium welcomed Sarah Dadush, Professor of Law at Rutgers Law School, who presented her working paper, “Shared Responsibility in Contract Law.” Professor Christopher Bruner, Stembler Family Distinguished Professor in Business Law and Faculty Co-Director of the Dean Rusk International Law Center at Georgia Law, served as her faculty discussant. Dadush’s presentation marks the conclusion of the 2025 International Law Colloquium.

Dadush’s scholarly focus lies in business and human rights, consumer law, and social enterprise law. She also serves as the Director of the Responsible Contracting Project (RCP), a project designed to advocate for human rights and environmental due diligence in contract drafting. The RCP is located within the Rutgers Law School’s Center for Corporate Law and Governance.

Below is an abstract of Dadush’s working paper:

At first, the notion that there is such a thing as shared responsibility in American contract law may sound fanciful, if not absurd. A key reason why parties contract in the first place is to allocate risks and responsibilities between them and to clarify who must do what to move the collaboration forward. As such, contractual obligations are understood to be binary, belonging either to one party or the other, not both. In practice, this means that, if there is a breach, only the obligated party will be held responsible, not both. And, if remedies are awarded, they will flow only from the breaching to the non-breaching party, not between them. Thus, the notion that the parties might be contractually responsible not just for their own obligations, but also for those of their counterparty, seems incoherent.

And yet, as this Article shows, it is not uncommon for courts to go beyond the express terms of the contract to make the parties share responsibility for the performance of one another’s obligations. Thus shared responsibility: Each party is held responsible for the other’s contractual (non)performance, even in the absence of an express commitment to share responsibility for performance.

This Article “goes fishing” for shared responsibility in three key areas of contract law: The contents of the contract, breach, and remedies. It demonstrates that shared responsibility is brought to bear to resolve contract disputes more often and with greater legal effect than the simple, binary understanding of contract might predict. When it enters the judicial analysis, shared responsibility can drastically change the answers to the questions: Who had the obligation to perform? Who breached? And, finally, whose harm should be remedied and how?

Having shown that shared responsibility is already a prominent, if overlooked, feature of American contract law, this Article argues that, in certain situations, courts should employ shared responsibility as a default rule. Specifically, courts should employ a shared responsibility default (SRD) when the contract was breached, or otherwise failed, and (1) both parties contributed to the failure, and (2) the failure could, or has already, generated high social costs (e.g., public endangerment, human rights violations in supply chains, consumer deception). In such situations, the SRD would activate the tort law principles of comparative negligence and proximate cause in contract, holding both parties accountable for their respective contributions to the contract’s failure and related social costs. In doing so, the SRD would equip courts to resolve contract disputes in a manner that attends to both contract policy and public policy objectives.

This year, Professor Desirée LeClercq led the colloquium, which was designed to introduce students to features of international economic law through engagement with scholars in the international legal field. To view the full list of International Law Colloquium speakers, visit our website.

This program w made possible through the Kirbo Trust Endowed Faculty Enhancement Fund and the Talmadge Law Faculty Fund.