2. Carrie Stanton Publishes Article in the Journal of Corporation Law

Carrie Stanton Publishes Article in the Journal of Corporation Law The article examines previously unexplored multi-tiered systems of contractual damages caps.

By Law Communications
October 7, 2025

Washington and Lee law professor Carrie Stanton has published an article in the Journal of Corporation Law. The article "Risk, Reimagined: The Untold Story of Liability Laddering in Modern Commercial Dealmaking," examines previously unexplored multi-tiered systems of contractual damages caps.

"In commercial contracting, bargaining parties regularly allocate risk in various ways, including contractual limitations of liability. However, it can be difficult to appropriately apportion responsibility for high-risk contingencies such as data breach. A seller may be unwilling to accept uncapped liability for a contingency whose cost could exceed the expected value of the transaction. Conversely, a buyer may be unwilling to live with only a general damages cap established as a rough-and-ready compromise for more ordinary contingencies. To surmount this impasse, which typically arises toward the end of a negotiation, deal lawyers have begun to craft elevated dollar caps, or "super caps," to account for specified high-risk contingencies. This Article draws on interviews with a dozen commercial dealmakers and insights from the contemporary literature on contract design to identify and examine previously unexplored multi-tiered systems of contractual damages caps, or "liability ladders," writes Stanton.

Stanton contends in her article that super caps, which represent rungs on a liability ladder, should not be deployed as a last-minute patch but recognized as an integral part of a commercial deal's overall allocation of risks and responsibilities. "Introducing the possibility of multitiered liability caps earlier in the bargaining process would maximize efficiency, encourage appropriate incentives, and amplify value creation," she writes.

The article is available online at the W&L Law Scholarly Commons.

Stanton is a business law scholar who teaches and writes in the areas of contracts, mergers and acquisitions, and corporate governance. Prior to joining the W&L Law faculty, Professor Stanton was a partner at Williams Mullen. In her practice, she represented clients in major business transactions, including mergers and acquisitions, complex commercial contract negotiations, and corporate governance matters.

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