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The authors of The Cost of Guilty Breach have pointed out an interesting issue—why is it that merger agreements import into their contracts language of moral culpability to establish liability in connection with a breach of the agreement? The authors propose some persuasive hypotheses to explain the presence of “willful breach” language. In this brief response, I mostly agree with the authors and offer a few of my own thoughts about the merger contract and breach.


File nameDate UploadedVisibilityFile size
7 Sep 2022
169 kB



  • Subject
    • Contracts

  • Journal title
    • Boston College Law Review

  • Volume
    • 62

  • Issue
    • 9

  • Pagination
    • E.Supp. I.-49

  • Date submitted

    7 September 2022

  • Additional information
    • In this Response, Professor Brian Quinn comments on The Cost of Guilty Breach: Willful Breach in M&A Contracts by Theresa Arnold, Amanda Dixon, Madison Whalen Sherrill, Hadar Tanne & Mitu Gulati. That Essay can be found at

      Suggested Citation:

      Brian JM Quinn, Response to The Cost of Guilty Breach: What Work Is “Willful Breach” Doing?, 62 B.C. L. REV. E. SUPP. I.-49 (2021).