Article | Strategic Management Journal

Shadow of the Contract: How Contract Structure Shapes Inter-Firm Dispute Resolution

by Fabrice Lumineau and Deepak Malhotra


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 contractual 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 structure on dispute resolution approach is moderated by the degree of coordination required in the relationship, and that the effect of dispute approach on resolution 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.

Keywords: Governance Controls; Contracts; Rights; Negotiation; Conflict and Resolution; Power and Influence;


Lumineau, Fabrice, and Deepak Malhotra. "Shadow of the Contract: How Contract Structure Shapes Inter-Firm Dispute Resolution." Strategic Management Journal 32, no. 5 (May 2011): 532–555.