Standardizarea contractuală ca decizie de afaceri. Rigori economice şi limite cognitive la intersecţia dreptului societar cu dreptul contractelor
Contractual standardization as a business decision. Business rigors and cognitive limits at the junction of the company law with the contract law

Summary/Abstract: The paper highlights the relationship between contractual standardization, as an efficiency enhancing tool, and the business judgment rule, which is regarded as a legal standard of conduct for company managers and directors. Business contracts are usually standard tools used for efficiency purposes, cost reduction and risk management. From this perspective, contractual standardization is a business decision that the company manager has to take with regard to the company’s interests.Therefore, such business decisions should be also studied from the point of view of the liability regime of the administrators and of the judicial review of such a type of contracts. The paper refers to the advantages and disadvantages of contractual standardization, the strategies of the professional and the judicial review of standard form contracts. Finally, I try to argue that, although the standard contract seems to be subject to a severe legal regime, judges being able to intervene broadly, in order to restore the presumptive balance between the parties’ contractual rights and duties, the recent extension of the limits of judicial control and the supersaturation of standards of conduct imposed on companies is equivalent to moving the business judgments to court, that is to say, their denial. The potential collision between the need to protect the weaker party to a standard form contract and the liability of company managers and directors remains an open subject, little explored doctrinally and jurisprudentially.

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