Legal Literacy in the Age of AI: What Every Acquisition Professional Needs to Know
As artificial intelligence (AI) continues to evolve, it is reshaping the landscape of legal education and contract management. However, its potential must be balanced with the enduring demands of legal rigor, human judgment, and ethical clarity.
By James Boswell, MBA, JD
At first glance, contract management may seem purely technical, focused on administering agreements, enforcing clauses, and mitigating risks. But beneath that surface lies a more complex reality, a workforce of professionals navigating contracts and anticipating their consequences. Contract managers, procurement officers, and legal advisors ensure not just compliance, but credibility. In a world of globalization and disruption, their work is essential. It is grounded not just in experience but in the language and logic of contract law.
With the rise of artificial intelligence (AI), the foundations of legal education and contract management are shifting. As regulations become more complex, AI is reshaping legal training, contract drafting, compliance, and dispute resolution. (1)
But the promise of AI must be weighed against the enduring demands of legal rigor, human judgment, and ethical clarity. The acquisition workforce, positioned at the crossroads of law, technology, and public trust, must be equipped not just with modern tools, but with the intellectual capacity to use them responsibly.
This article explores that intersection. It offers a narrative examination – historical, analytical, and forward-looking – of the essential role of contract law in acquisition practice and the potential for AI to support, but not replace, the professional judgment that acquisition demands. It begins with the law itself: not as theory, but as daily reality.
Contract Law Foundations for the Acquisition Workforce
Why Contract Law Matters in Acquisition
To understand why contract law matters in acquisition, it is essential to begin with its function. Contract law is the architecture that sustains agreements between parties. It is, in essence, the legal grammar through which procurement professionals communicate expectations, allocate risk, and resolve disputes. Without it, every transaction would collapse into ambiguity.
The acquisition workforce routinely engages in activities that have legal consequences. When drafting statements of work, negotiating delivery terms, or reviewing vendor invoices, acquisition professionals are making decisions governed by principles rooted in centuries of legal tradition. (2)
A failure to understand these principles not only increases the risk of contract failure, but may also result in liability, reputational damage, and even regulatory penalties.
For example, a vaccine supply contract during a public health emergency must include clear delivery schedules, storage conditions, and liability terms. These are legal obligations, not just operational details. Without clarity, disputes could delay delivery or spark litiga-tion. In high-stakes scenarios like this, contract law knowledge can be lifesaving. (3)
Despite the prevalence of legal touchpoints in procurement, many acquisition professionals enter the field with only a superficial un-derstanding of contract law. One common misconception is that once a contract is signed, it becomes irrevocable.
In reality, many contracts include termination clauses, escape hatches, or mechanisms for modification. (4) Others mistakenly believe that oral agreements are never enforceable, but in reality, the enforceability of oral agreements can depend on the circumstances. (5)
Another persistent pitfall is failing to recognize the difference between material and minor breaches. (6) Not all contract violations allow for termination or damages. Some simply permit the aggrieved party to seek specific performance or negotiate a resolution. (7)
Without a nuanced understanding of these distinctions, acquisition professionals may react too harshly or too passively to contractual deviations, harming relationships or exposing their organizations to unnecessary risk.
Moreover, the difference between commercial and government contracting is often misunderstood. While a commercial contract may be enforced through general contract law principles, government contracts are often subject to layers of statutory and regulatory requirements that dramatically affect enforceability and remedies. (8)
For instance, the Federal Acquisition Regulation (FAR) mandates specific procedures for contract award, performance, and dispute resolution, including remedies such as equitable adjustments, terminations for convenience, and Contract Disputes Act claims. (9)
The acquisition workforce must be able to confidently navigate these distinctions. Failure to do so risks not only inefficiency but also noncompliance. (10)
Key Contract Law Concepts for Contract Managers
A common misconception among non-lawyers is that contracts are simply documents, fixed in form, legal in nature, and universally enforceable once signed. For contract managers, especially those working in acquisitions, this view is not only reductive but also dangerous.
A deeper understanding of contract law concepts is required, particularly in environments where public accountability, statutory compliance, and performance obligations are intertwined.
The formation of a contract begins with the meeting of the minds. But in law, this is not a metaphor. It is a construct grounded in four essential elements: offer, acceptance, consideration, and mutual assent. (11)
An offer must be clear, definite, and communicated; acceptance must mirror the offer; consideration, defined as something of value exchanged, must be present; and both parties must manifest their agreement. (12)
The absence of these elements may render the contract void or voidable. (13) In a procurement context, an ambiguous solicitation or a vague vendor proposal may fall short of these legal thresholds, inviting disputes that undermine the entire transaction. (14)
Enforceability is another critical concern. A contract formed without legal capacity (e.g., a minor or an agent acting beyond their authority) or involving illegal subject matter (such as prohibited foreign trade) may be declared unenforceable. (15)
Even where all formal elements are present, defenses such as misrepresentation, undue influence, or duress may be invoked to invalidate the agreement. (16) Contract managers must be alert to these issues, particularly in fast-moving procurement scenarios where time pressure can cloud judgment.
Moreover, the objective theory of contracts provides that the existence and interpretation of a contract are based on the outward ex-pressions of the parties, not their internal, unspoken intentions. A contract is formed if a reasonable person would interpret the parties’ words and actions as a serious intent to be bound by an agreement. (17)
The question of breach, meaning that a term or condition in a contract has been violated or is unsatisfied, depends on whether the vi-olation is material or minor. A material breach strikes at the heart of the agreement, justifying termination or damages. A minor breach, by contrast, may require the aggrieved party to continue performance while seeking compensation. (18)
In a supply chain context, a delay of a single day in a non-critical shipment may be minor, while the delivery of defective components that halts production may be material. Understanding these distinctions can mean the difference between escalation and resolution.
Government contracts introduce an added layer of complexity. Unlike commercial contracts, which are largely governed by the Uni-form Commercial Code (UCC), federal contracts must comply with the FAR and various agency supplements.
The government enjoys unique rights, including the power to terminate contracts for convenience, to issue unilateral changes under certain clauses, and to demand cost accounting disclosures. These distinctions matter profoundly in practice. A commercial subcontractor who fails to grasp the difference between “termination for default” and “termination for convenience” may mistakenly pursue a claim, unaware that the government owes no damages in the latter case. (19)
Finally, contract modifications and terminations must be handled with procedural rigor. Oral modifications may be ineffective in government contracts, where written change orders are typically required. Terminations, especially those for default, carry dire consequences, including past performance downgrades that affect future eligibility.
Proper documentation, communication, and understanding of contractual authority are not bureaucratic formalities. They are legal imperatives. (20) Contract managers who treat these doctrines not as theoretical but as practical tools will be better equipped to protect their organizations, resolve disputes, and build resilient relationships with contractors and vendors.
Legal Risks and Compliance in Contract Management
Risk is a constant companion in contract management. (21) From the earliest stages of procurement planning through final close-out, acquisition professionals must anticipate, mitigate, and, when necessary, respond to legal risks that arise from poorly written clauses, unclear expectations, or noncompliance with statutory requirements. (22)
One common source of risk is the misuse of boilerplate language. In an attempt to standardize and simplify, contract templates are often reused without appropriate tailoring to the specific transaction. This may seem efficient, but it can introduce ambiguity, create contradictory terms, or overlook obligations unique to a given project. For instance, including a fixed-price clause in a contract better suited for time-and-materials billing may set unrealistic expectations and increase exposure to cost overruns.
Another risk area lies in contract formation. Acquisition professionals may inadvertently create binding agreements through informal communications, such as email exchanges, letters of intent, or preliminary purchase orders, without realizing that courts may interpret these as enforceable commitments. This is particularly hazardous in environments with strict budgetary or compliance controls, where unauthorized obligations can lead to unexpected liability.
Navigating federal acquisition regulations adds yet another layer of challenge. The FAR, along with its numerous agency-specific supplements (such as the Defense Federal Regulation Supplement (DFARS) for the Department of Defense), governs nearly every aspect of the federal contracting process.
These regulations dictate how solicitations must be issued, offers must be evaluated, awards must be justified, and disputes must be resolved. Failure to comply with these procedures may result in bid protests, contract claims, or audit findings that jeopardize the pro-gram and the careers of those involved. (23)
Ethical considerations also loom large. Procurement fraud, conflicts of interest, and even the appearance of impropriety can lead to suspension, debarment, or criminal prosecution. Recent enforcement actions by the Department of Justice and the Office of the Inspector General highlight the government’s increasing scrutiny of procurement practices.
In one well-publicized case, a contractor was found to have submitted inflated labor rates under a cost-reimbursement contract, resulting in a False Claims Act settlement and significant reputational harm. (24) The contracting officer’s failure to adequately document rate negotiations contributed to the government’s vulnerability. (25)
Case law continues to evolve, offering new interpretations of longstanding principles. For example, the Court of Federal Claims clarified the standards for implied-in-fact contracts, reminding practitioners that government agents must have actual authority to bind the United States. Similarly, recent Government Accountability Office protest decisions have emphasized the importance of meaningful discussions during negotiated procurements. (26)
In the wake of Loper Bright Enterprises v. Raimondo, which overturned the Chevron doctrine, some government-contracts practitioners anticipate a new wave of litigation challenging federal acquisition regulations. (27) Such decisions underscore the point that contract law is not static, and professionals must remain informed to avoid inadvertent legal exposure.
In this complex environment, compliance is not a box to be checked but a discipline to be cultivated. It requires not only knowledge of the rules but an organizational culture that supports ethical conduct, transparency, and professional development. For acquisition professionals, legal risk management is not ancillary to their work; it is central to it.
AI in Teaching and Learning Contract Law
The Evolution of Legal Education in Contract Law
Legal education, especially in the realm of contract law, has traditionally been characterized by a reliance on the case method, Socratic dialogue, and dense doctrinal reading. Law students and professionals alike have been expected to master the structure of legal argument by parsing appellate opinions, identifying rules, and applying them to hypothetical scenarios.
This pedagogy, rooted in 19th-century legal formalism, has produced generations of skilled analysts. However, for those acquisition professionals who do not attend law school and must integrate legal knowledge with operational realities, this model presents barriers to both accessibility and relevance. (28)
For years, legal instruction for non-attorneys in acquisition relied on static formats, including manuals, slide decks, and seminars, that often lagged behind legal developments and lacked interactivity. Focused more on legal theory than practical application, these methods fall short in today’s complex contract environment where professionals must quickly navigate regulations and make high-stakes decisions.
The COVID-19 pandemic accelerated the trend toward digital education, but even before then, a quiet revolution was underway. Artificial intelligence (AI), long a topic of science fiction and academic speculation, began making inroads into law schools, corporate legal departments, and procurement offices.
What began with rudimentary legal databases has evolved into dynamic tools powered by machine learning capable of assisting in contract analysis, legal research, and education. (29) AI’s growing presence in legal learning marks a pivotal shift from static instruction to interactive, tailored, and adaptive education. (30)
How AI is Transforming Contract Law Education
The most visible impact of AI in legal education lies in research and analysis. AI-powered legal research platforms, such as Lexis+, Westlaw Edge, and newer entrants like Casetext, use natural language processing to rapidly scan millions of cases, statutes, and regulations.
These tools offer unprecedented efficiency for acquisition professionals navigating FAR, DFARS, and case law interpretations. Instead of poring over lengthy digests or querying compliance teams, professionals can access concise summaries, identify jurisdiction-specific rulings, and flag clauses with high litigation risk. (31)
But the promise of AI extends beyond faster research. Adaptive learning platforms, like those developed by law schools and legal education providers, offer customized learning experiences based on user performance. (32) These platforms analyze a learner’s interactions, identify areas of weakness, and adjust content accordingly. (33)
For instance, a professional who repeatedly misses questions on termination clauses may be presented with additional scenarios, readings, and practice exercises. Such platforms bridge the gap between acquisition professionals’ varying levels of legal background, offering individualized pathways toward competence. (34)
Simulated contract negotiations represent another transformative development. AI-driven simulations allow users to enter realistic procurement scenarios involving negotiating pricing terms, evaluating warranty clauses, responding to contractor objections, receiving feedback in real time. (35) These simulations are not static case studies but dynamic environments that evolve based on the user’s decisions.
An AI-generated vendor might challenge a procurement specialist to justify a risk-sharing clause, or to identify the legal implications of a proposed escalation mechanism. The AI evaluates the response, adjusting the negotiation environment and providing evaluative feedback. These simulations not only develop legal acumen but also cultivate soft skills such as strategic thinking, persuasion, and conflict resolution. (36)
Contract review, historically a time-consuming and high-risk function, is also being reshaped by AI. (37) Document review tools like Kira, LawGeex, and ThoughtRiver can analyze lengthy contracts, extract key terms, flag deviations from organizational standards, and highlight clauses that raise compliance concerns. (38)
For acquisition professionals, particularly those managing portfolios of active contracts, these tools reduce clerical workload and enhance quality assurance. For example, a clause requiring arbitration in a foreign jurisdiction might be automatically flagged for further review. More sophisticated tools even offer drafting suggestions, drawing from thousands of prior contracts, and applying institutional preferences. (39)
AI-driven platforms provide the acquisition workforce with timely, contextual legal education. Instead of memorizing doctrine, professionals engage with real-world problems, making learning more practical and lasting.
Challenges and Ethical Considerations in AI Adoption
AI’s promise must be tempered by a sober recognition of its limitations. At its core, legal interpretation is not merely a computational task. It is a human exercise grounded in values, context, and discretion. AI may excel at pattern recognition, but it cannot yet understand purpose or nuance. (40)
One critical limitation is AI’s inability to reliably interpret legislative intent or weigh equitable considerations. Legal outcomes often hinge on contextual factors that elude machine learning models. For example, a clause that appears ambiguous to an algorithm may be crystal clear when read in light of the parties’ negotiations or surrounding documentation. Similarly, algorithms trained on historical datasets may produce recommendations that reflect outdated assumptions or entrenched biases. (41)
Bias is a particularly urgent concern. AI systems are only as unbiased as the data they are trained on. If past legal decisions reflect systemic disparities, whether along lines of race, gender, geography, or industry, the AI may replicate and reinforce those patterns.
In the context of legal education, this could mean offering skewed interpretations of contract law or overemphasizing certain jurisdic-tions or precedents. Professionals relying uncritically on these tools may be misled, not because the AI has erred, but because it has ab-sorbed flawed human decisions. (42)
Transparency is another ethical issue. Many AI tools operate as black boxes, offering outputs without revealing the logic behind them. This raises concerns in legal settings, where justification and accountability are paramount.
A contracting officer cannot simply cite “AI recommendation” as a basis for a source selection decision or a termination action. Hu-man professionals must still own the decisions and be able to explain them, especially in environments governed by auditability and over-sight. (43)
To mitigate these risks, human oversight must remain central to AI-assisted legal learning. Instructors and legal mentors must con-textualize AI outputs, guiding learners in how to interpret, question, and verify automated suggestions. Training programs should explicitly teach the strengths and weaknesses of AI, equipping professionals not only to use the tools but to critique them. (44)
Moreover, organizations must invest in ethical AI governance. This includes selecting vendors that prioritize transparency, monitoring algorithmic behavior over time, and ensuring that subject matter experts review legal education tools. Ethical considerations should not be bolted on after implementation; they should inform the entire lifecycle of AI adoption. (45)
Ultimately, AI should be seen not as a replacement for contract law education, but as a powerful supplement. When used thoughtfully, it enhances capacity, reduces burden, and democratizes access to high-quality legal training. But when used blindly, it risks substituting speed for accuracy and automation for wisdom.
Future Implications for the Acquisition Workforce
The Increasing Role of AI in Acquisition and Contract Management
The integration of AI into acquisition and contract management is not a future possibility. It is a present reality. From procurement fore-casting and spend analysis to vendor risk profiling and clause automation, AI is reshaping the day-to-day responsibilities of acquisition professionals in both the private and public sectors. (46) What remains in flux, however, is how fully the workforce will be prepared to meet this transformation.
At its best, AI has the potential to unburden contract managers from administrative minutiae, allowing them to focus on high-value tasks such as negotiation, strategy, and stakeholder alignment. Already, tools are being deployed that extract key performance indicators (KPIs) from procurement data, model risk exposure under various contractual scenarios, and suggest corrective actions based on historical patterns.
These capabilities, once the domain of large law firms or enterprise consultancies, are increasingly accessible to federal and commercial acquisition teams. (47)
Moreover, predictive analytics is beginning to inform contract planning. By analyzing past performance data and supplier trends, AI tools can estimate the likelihood of contract delays, cost overruns, or disputes. This information, used wisely, allows procurement teams to allocate resources more effectively, negotiate contingency provisions with foresight, and engage in more proactive vendor management. (48)
However, increased reliance on AI also introduces new professional obligations. (49) Acquisition professionals must now understand not only the legal and business dimensions of a contract, but also how algorithms are trained, what assumptions they encode, and where their outputs may mislead.
An AI tool that flags a clause as “non-compliant” may do so based on outdated guidance or inapplicable rules. (50) Without a critical eye, professionals risk turning deference to automation into a failure of judgment.
In this sense, the role of the acquisition professional is expanding. No longer limited to procurement mechanics or regulatory interpretation, the modern contract manager must also serve as a translator between technology and policy, a curator of both human and machine reasoning.
How Contract Law Education Must Evolve to Meet Technological Advancements
As technology changes the practice of acquisition, it must also reshape how we teach and learn contract law. Traditional legal education, while foundational, often fails to prepare professionals for the multidimensional nature of today’s procurement landscape. To remain relevant, contract law education must expand in both content and delivery.
First, the curriculum itself must evolve. It is no longer sufficient to teach the black-letter doctrines of offer and acceptance or to dis-cuss promissory estoppel in isolation. Legal instruction for acquisition professionals must incorporate modules on regulatory frameworks like the FAR, international contracting norms such as the United Nations Convention on Contracts for the International Sale of Goods (CISG), and practical tools for navigating cost principles, socioeconomic programs, and data rights. The law must be taught not as a set of abstractions, but as a practical instrument for managing risk, securing value, and achieving public or organizational mission.
Second, contract law education must address the legal implications of emerging technologies. (51) With AI being used not only for analysis but also for decision-making, professionals must understand legal concepts such as algorithmic accountability, electronic con-tracting, data privacy, and cybersecurity liability. (52)
For example, a contract that delegates performance monitoring to an AI system must clarify who is responsible for errors, how dis-putes will be resolved, and what happens if the AI’s decision conflicts with human expectations.
Third, educational formats must become more agile. Static slide decks and compliance checklists do little to prepare professionals for the interactive, fast-paced decision environments they inhabit. Instead, educational platforms must emphasize simulations, scenario-based learning, real-time assessments, and peer-to-peer discussion. These formats not only improve retention but cultivate the kind of practical judgment that doctrinal study alone cannot instill.
Finally, law must be taught with an eye toward ethics. In an era when automation can mask bias and obscure accountability, professionals must be trained not only to follow the rules but to question the systems that produce them.
They must be able to ask: Who programmed this tool? Whose data does it reflect? Whose interests does it serve? These are not philosophical questions; they are professional questions that may determine the fairness, legality, and effectiveness of an entire acquisition process. (53)
Best Practices for Integrating AI in Training Acquisition Professionals
Integrating AI into acquisition training demands more than procuring new software. It requires a comprehensive approach that includes curriculum design, faculty development, organizational alignment, and governance.
One best practice is to use AI-driven simulations that mirror actual procurement scenarios. For instance, an interactive platform might present a challenge involving a cost-reimbursement contract, a late deliverable, and a subcontractor dispute.
The learner must choose among multiple legal and managerial options, each with downstream consequences. The AI adjusts the scenario based on these choices, providing feedback and supplemental learning material. This method not only builds legal understanding but strengthens decision-making under uncertainty. (54)
Another critical practice is to embed AI training within existing professional development structures. Rather than treating AI as a separate skill, programs should integrate it into discussions of contract review, negotiation strategy, and compliance monitoring.
For example, a course on service-level agreements might incorporate AI tools that analyze past SLAs, flag unrealistic metrics, or suggest performance incentives. This contextual approach reinforces the idea that AI is not an abstract concept, but a tool to be used in real work. (55)
Ethics and transparency must be central to training initiatives. Professionals should learn how to critically assess AI outputs, recognize potential biases, and document decisions aided by automation. Organizations should establish protocols for human oversight, especially for high-stakes contracts or those involving vulnerable populations or sensitive data.
Training must be continuous to keep pace with evolving AI tools and regulations. Institutions should invest in dynamic learning systems that update content, incorporate feedback, and track progress. Partnerships with universities and research institutions can enrich this ecosystem, ensuring AI enhances competence rather than replacing it.
Conclusion
Recap of the Importance of Contract Law in the Acquisition Workforce
At the heart of every procurement lies a legal relationship, a structure of rights, duties, and remedies governed by contract law. For the acquisition workforce, understanding that structure is not a luxury, but a necessity.
It allows professionals to negotiate with clarity, manage performance with precision, and resolve disputes with integrity. Whether drafting a straightforward firm-fixed-price contract or overseeing a complex, multi-phase public-private partnership, the principles of contract law are never far from the surface.
This article argues that legal literacy is not the exclusive province of attorneys. On the contrary, acquisition professionals must be capable legal actors in their own right. They must know what makes a contract valid, what renders it enforceable, what causes it to fail, and how it can be repaired. Without this foundation, even the most sophisticated procurement strategies risk collapsing under legal uncertainty.
The Benefits and Challenges of AI-Driven Legal Education
Artificial intelligence offers powerful tools for contract law education, distilling complex doctrines, accelerating research, personalizing learning, and simulating negotiations. For acquisition professionals, these tools are a true advancement.
Yet, with progress comes risk. AI can tempt users to outsource judgment, rely on opaque outputs, or accept biased patterns rooted in flawed data. It may create the illusion of understanding where none exists.
Legal education must harness AI’s speed and scale without sacrificing legal depth. Critical thinking must rise alongside automation, while human oversight must remain the cornerstone of ethical, legal, and professional practice.
Final Thoughts on Balancing Traditional Legal Principles With Emerging Technology
The acquisition workforce stands at a threshold between centuries of legal tradition and a future shaped by automation and analytics. The goal is not to choose, but to integrate. AI should refine, not replace, legal education; tradition should guide, not resist, innovation. Con-tract professionals need not be coders, but discerning users of intelligent tools.
Contract law, far from a constraint, is a compass, reminding us that even in the age of algorithms, agreements are made by people, for people. With learning grounded in both tradition and technology, the workforce will be ready to navigate what lies ahead. CM
James Boswell, MBA, JD, teaches Business Law at William & Mary and serves as Chief Strategy Officer of The Williamsburg Institute. He brings over 30 years of experience at the intersection of business, law, and government, with leadership roles in both the public and private sectors. Bosell has designed and delivered continuing education programs on contract law and management for acquisition and compliance professionals across industries. He chairs the Williamsburg (VA) Planning Commission and holds degrees from William & Mary, the University of Georgia, and Harvard University, as well as a professional certificate in Strategic Management from the Wharton School of the University of Pennsylvania.
ENDNOTES
1 Audrey Zhang Yang, “AI in Contract Drafting: Transforming Legal Practice,” Richmond Journal of Law and Technology, October 22, 2024, https://jolt.richmond.edu/2024/10/22/ai-in-contract-drafting-transforming-legal-practice/. Acquisitions practitioners have been writing about these changes for at least a decade. See: Christopher Robey, “Stand & Deliver: The Potential Role of AI in Acquisition Workforce Training,” Contract Management 56, no. 6 (June 2016): 34–38, 41–43. And see, Beverly Rich, “How AI Is Changing Contracts,” Harvard Business Review, February 12, 2018, https://hbr.org/2018/02/how-ai-is-changing-contracts.
2 Modern contract law principles would have been familiar to George Wythe who was teaching law at William & Mary in the eighteenth century. He would have emphasized fundamental English common law principles of contracts, including mutual assent (agreement), consideration (a bargain for exchange), capacity, legality, the enforceability of oral and written promises, conditions of performance, and remedies for breach, all heavily influenced by Blackstone’s Commentaries on the Laws of England and classical natural-law philosophy prevalent in Revolutionary-era legal education.
3 Even in less dramatic settings, legal knowledge proves indispensable. Misunderstandings about the difference between a request for proposal (RFP) and an invitation for bid (IFB), or confusion regarding unilateral versus bilateral contract modifications, can lead to costly missteps. Legal frameworks such as the Federal Acquisition Regulation (FAR) exist to guide these processes, but interpretation still requires judgment. That judgment depends on education. See generally, U.S. General Services Administration, 2025. “Federal Acquisition Regulation (FAR) 43.103 – Types of Contract Modifications.” https://www.acquisition.gov/far/43.103.
4 Graham v. Cent. Fid. Bank, 245 Va. 395, 428 S.E.2d 916 (1993).
5 Monogram Snacks Martinsville, LLC v. Wilde Brands, Inc., 2022 U.S. Dist. LEXIS 11400 (W.D. Va. Jan. 20, 2022); Spectra-4, LLP v. Uniwest Com. Realty, Inc., 290 Va. 36, 772 S.E.2d 290 (2015).
6 Project Design & Piping, Inc. v. Siemens Indus. Inc., No. 1:21-cv-00266-SLC, 2025 U.S. Dist. LEXIS 54994 (N.D. Ind. Mar. 25, 2025).
7 Alison Frankel, “Column: Albertsons’ Case Against Kroger Is Latest in Delaware’s History of Busted Deals,” Reuters, December 17, 2024, https://www.reuters.com/legal/litigation/column-albertsons-case-against-kroger-is-latest-delawares-history-busted-deal-2024-12-17/.
8 Sidney A. Shapiro, “Contract Theory and the Failures of Public–Private Contracting,” Lewis & Clark Law Review 23, no. 4 (2019): 1111–1144, https://scholarship.kentlaw.iit.edu/cgi/viewcontent.cgi?article=1205&context=fac_schol.
9 Daniel J. Kelly, “The Contract Dispute Act’s Statute of Limitations: The Failure to Deliver,” Journal of Property Law 5, no. 1 (2018): 61–93, https://scholarship.law.tamu.edu/journal-of-property-law/vol5/iss1/4/.
10 Glenn Cohen et al., “Navigating the New Risks and Regulatory Challenges of GenAI,” Harvard Business Review, November 2023, https://hbr.org/2023/11/navigating-the-new-risks-and-regulatory-challenges-of-genai. This article examines the emerging legal liabilities and regulatory complexities businesses face when incorporating generative AI technologies, including risks in contract drafting and compliance.
11 LoanFlight Lending, LLC v. Bankrate, LLC, 378 So. 3d 1280 (Fla. 2d DCA 2024).
12 Ellefson v. Megadeth, Inc., No. 04 Civ. 5891 (RMB), 2005 WL 82022 (S.D.N.Y. Jan. 13, 2005).
13 Hernandez v. Banks, 65 A.3d 59 (D.C. 2013).
14 Hamed Niroumand, Nor Azmi bin Ahmad, and Nasrollah Shokri, “Sources of Ambiguity in Construction Contract Documents and Their Effects on Construction Claims,” Journal of Legal Affairs and Dispute Resolution in Engineering and Construction 12, no. 3 (2020): 04520015, https://doi.org/10.1061/(ASCE)LA.1943-4170.0000498.
15 McMullen v. Hoffman, 174 U.S. 639 (1899); Sparrow v. Demonico, 960 N.E.2d 296 (Mass. 2012).
16 Rio Grande Jewelers Supply, Inc. v. Data General Corp., 689 F.2d 793 (10th Cir. 1982); Odorizzi v. Bloomfield School District, 246 Cal. App. 2d 123 (1966); VKK Corp. v. National Football League, 244 F.3d 114 (2d Cir. 2001).
17 In Lucy v. Zehmer, the Supreme Court of Virginia held that a contract to sell a farm was enforceable even though the seller later claimed he was joking. The court applied the objective theory of contracts, finding that Zehmer’s outward behavior—writing and signing the agreement—indicated serious intent, regardless of his private thoughts. A reasonable person in Lucy’s position would have understood Zehmer’s actions as a genuine offer to contract. Lucy v. Zehmer, 196 Va. 493, 84 S.E.2d 516 (1954).
18 A classic case on this point of law is Jacob & Youngs, Inc. v. Kent, 230 N.Y. 239, 129 N.E. 889 (1921), where the court held that a contractor’s use of non-specified, yet equivalent, piping did not constitute a material breach, as the deviation was minor and unintentional. Applying the doctrine of substantial performance, the court ruled that the contractor substantially fulfilled the contract’s terms, entitling them to recover the remaining balance minus any diminution in value resulting from the deviation. This case illustrates that immaterial deviations from contract specifications, especially when correction would involve unreasonable economic waste, do not necessarily entitle the non-breaching party to relief.
19 Smith, Currie & Hancock LLP, “Termination for Convenience v. Termination for Default,” Smith, Currie & Hancock LLP, March 15, 2023, https://www.smithcurrie.com/publications/common-sense-contract-law/termination-for-convenience-v-termination-for-default/.
20 Steven L. Schooner, “Does Government Contracting Have a Remedies Problem? A Response to Professor Singer,” Nevada Law Journal Forum 2, no. 1 (2017): 34–43, https://scholars.law.unlv.edu/nljforum/vol2/iss1/2/.
21 For an overview of risk management principles in the context of supply chain and acquisition issues, see generally, Nicolae Gârleanu, Stavros Panageas, and Jianfeng Yu, Dynamic Risk Management (Harvard Business School Working Paper No. 11-086, March 2011), https://www.hbs.edu/faculty/Shared%20Documents/events/37/rampinisufiviswanathan2011.pdf.; Hau L. Lee, Özlem Ergun, and Yigal Gerchak, Multi-Tiered Supply Chain Risk Management: When There Is a Lack of Visibility, Stanford Graduate School of Business Working Paper, https://www.gsb.stanford.edu/faculty-research/working-papers/multi-tiered-supply-chain-risk-management; Knowledge at Wharton, “Leveraging Risk Management,” Wharton School of the University of Pennsylvania, April 4, 2007, https://knowledge.wharton.upenn.edu/article/leveraging-risk-management/.
22 Peter Ngure, “Assessment on Procurement Risk and Contract Management,” ResearchGate, 2023, https://www.researchgate.net/publication/378364410_ASSESSMENT_TITLE_ASSESSMENT_ON_PROCUREMENT_RISK_AND_CONTRACT_MANAGEMENT_Module_Procurement_Risk_and_Contract_Management;
23 Jared C. Nagel, The Federal Acquisition Regulation (FAR): Answers to Frequently Asked Questions, Congressional Research Service, R42826 (March 15, 2024), https://crsreports.congress.gov/product/pdf/R/R42826; Practical Law, “Government Contracts: Federal Acquisition Regulation (FAR) Overview,” Thomson Reuters Practical Law, 2024, https://content.next.westlaw.com/practical-law/document/I55ac7e83ce3f11e9adfea82903531a62; Practical Law, “Government Contracts: Agency Federal Acquisition Regulation (FAR) Supplements and Acquisition Policies Chart,” Thomson Reuters Practical Law, 2024, https://content.next.westlaw.com/practical-law/document/I1a62b327cb3d11e9adfea82903531a62.
24 For an overview of the False Claim Act’s whistleblower provisions, see: Nicole Vele, “Under Attack—An Examination of the False Claims Act’s Whistleblower Provisions,” The Procurement Lawyer 60, no. 2 (Winter 2025): 14–18.
25 Daniel R. Suhr, “Reining the False Claims Act into the Bounds of the Excessive Fines Clause,” Public Contract Law Journal 53, no. 4 (Summer 2024): 559–586, https://www.americanbar.org/groups/public_contract_law/resources/journal/2024-summer/reining-the-false-claims-act/.
26 Agility Pub. Warehousing Co. K.S.C.P. v. United States, 969 F.3d 1355 (Fed. Cir. 2020).
27 Marit D. Bank et al., “Shining Light on Loper Bright: Why the Recent Supreme Court Decision Leaves Government Contracts Disputes Unchanged,” The Procurement Lawyer 60, no. 2 (Winter 2025): 3–12, interpreting Loper Bright Enterprises v. Raimondo, 603 U.S. 369 (2024).
28 Marsden, Gregory J., and Soledad Atienza. “Doing Law School Wrong: Case Teaching and an Integrated Legal Practice Method.” Saint Louis University Law Journal 64, no. 4 (2020): 783-812.
29 Rich, “How AI Is Changing Contracts.”
30 John Bliss, “Teaching Law in the Age of Generative AI,” Social Science Research Network, December 22, 2023, https://papers.ssrn.com/sol3/papers.cfm?abstract_id=4682456. See also, Logan Lathrop, “Law Firms Leveraging AI: Maximizing Benefits and Addressing Challenges,” edited by Justin Curl and Joy Fan, Harvard Journal of Law & Technology Digest, November 20, 2023, https://jolt.law.harvard.edu/digest/law-firms-leveraging-ai-maximizing-benefits-and-addressing-challenges.
31 Samuel Maireg Biresaw and Abhijit Umesh Saste, “The Impacts of
32 Artificial Intelligence on Research in the Legal Profession,” International Journal of Law and Society 5, no. 1 (2022): 32–37, https://www.researchgate.net/publication/358187814_The_Impacts_of_Artificial_Intelligence_on_Research_in_the_Legal_Profession.
33 See, for example, Olga V. Mack, “Empirical Evidence on the Impact of AI in Law: Insights from Professor Daniel Schwarcz,” Above the Law, February 10, 2025, https://abovethelaw.com/2025/02/empirical-evidence-on-the-impact-of-ai-in-law-insights-from-professor-daniel-schwarcz/.
34 Anida Mahmood et al., “Teaching Contract Law Using Experiential Learning Methods,” International Journal of Academic Research in Progressive Education and Development 12 (2023): 1787–93.
35 Bliss, Teaching Law in the Age of Generative AI.
36 For an excellent example, see: Rachel E. Rolf, “Using Generative Artificial Intelligence in a Contract Simulation to Promote Student Learning,” Journal of Legal Studies Education 42, no. 1 (Winter 2025): 7–22.
37 Ryan Shea et al., “ACE: A LLM-based Negotiation Coaching System,” in Proceedings of the 2024 Conference on Empirical Methods in Natural Language Processing (New York: Association for Computational Linguistics, 2024), 12720–12749.
38 Victor Li, “How Generative Artificial Intelligence Is Already Changing Contract Review,” ABA Journal: Legal Rebels, October 18, 2023, https://www.americanbar.org/groups/journal/podcast/how-generative-ai-iis-already-changing-contract-review/.
39 Kira Systems offers robust clause extraction suited to meticulous due diligence and high-stakes contract reviews, while LawGeex provides swift compliance assessments ideal for routine contractual matters, and ThoughtRiver emphasizes proactive, AI-powered risk screening aimed at expediting early-stage negotiations. Thus, each platform distinctly addresses specialized needs within the modern contracting environment. Other prominent AI-driven contract review and lifecycle management solutions include Luminance and eBrevia for M&A due diligence, Seal Software for large-scale analytics, LexCheck for automated redlining, ContractPodAi and Ironclad for comprehensive, intuitive workflow management, LinkSquares for real-time legal risk insights, and Conga Contracts for Salesforce-integrated contract automation.
40 ThoughtRiver, “AI Contract Analysis Tools: What Every Legal Professional Should Know,” ThoughtRiver, 2023, https://www.thoughtriver.com/resources/ai-contract-analysis-what-every-legal-professional-should-know.
41 For insights into the potential of AI to facilitate contract language interpretation, see: Yonathan A. Arbel and David A. Hoffman, “Generative Interpretation,” New York University Law Review 99 (2024): 451.
42 Ryan McCarl, “The Limits of Law and AI,” University of Cincinnati Law Review 90, no. 3 (2022): 923–50, https://scholarship.law.uc.edu/uclr/vol90/iss3/5.
43 For examples of AI hallucinations in legal documents, see: Anna Conley, “Legal Education’s Role in Combating Automation Bias and Complacency with Generative AI in the Practice of Law,” KILAW Journal, forthcoming, https://ssrn.com/abstract=4778017.
44 Gabriel Lima et al., “The Conflict Between Explainable and Accountable Decision-Making Algorithms,” in FAccT ’22: Proceedings of the 2022 ACM Conference on Fairness, Accountability, and Transparency, June 20, 2022, 2103–2113, https://doi.org/10.1145/3531146.3534628.
45 Harrington, Sean A. “Introducing QuizBot: An Innovative AI-Assisted Assessment in Legal Education.” SSRN, November 10, 2024. https://papers.ssrn.com/sol3/papers.cfm?abstract_id=4975804.
46 Harrington, Sean A. “Developing Policy for Generative Artificial Intelligence in Legal Education.” SSRN, February 2025. Available at: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=5076598.
47 Enacted on October 17, 2022, the Artificial Intelligence Training for the Acquisition Workforce Act requires the Office of Management and Budget to create and implement a training program that educates the acquisition workforce in executive agencies on the capabilities and risks of artificial intelligence.
48 Prajkta Waditwar, “The Intersection of Strategic Sourcing and Artificial Intelligence: A Paradigm Shift for Modern Organizations,” Open Journal of Business and Management 12, no. 6 (2024): 4073–4085, https://doi.org/10.4236/ojbm.2024.126204.
49 Tunmise Adewale, “Enhancing Supplier Relationship Management through AI-Driven Analytics,” ResearchGate, March 20, 2025, https://www.researchgate.net/publication/389987918_Enhancing_Supplier_Relationship_Management_through_AI-Driven_Analytics.
50 Nada R. Sanders & John D. Wood, The Skills Your Employees Need to Work Effectively with AI, Harvard Business Review (Nov. 3, 2023), https://hbr.org/2023/11/the-skills-your-employees-need-to-work-effectively-with-ai.
51 James Gatto and Townsend Bourne, “What Government Contractors Need to Know About Artificial Intelligence Legal Issues,” The Procurement Lawyer 59, no. 4 (Summer 2024): 1, 21–31.
52 Kweilin Ellingrud et al., Generative AI and the Future of Work in America, ed. Lisa Renaud (McKinsey Global Institute, July 2023), 31–36.
53 For an analysis of the cybersecurity context, see: Sandeep Kathuria et al., “This is Just a Test,” The Procurement Lawyer 59, no. 4 (Summer 2024): 3–10.
54 Emanuelle Burton et al., “Ethical Considerations in Artificial Intelligence Courses,” AI Magazine 38, no. 2 (January 2017), https://doi.org/10.1609/aimag.v38i2.2731; “The Ethical Dilemma of AI in Law: Addressing Bias and Accountability,” ICG, accessed March 2025, https://icg.co/ethical-ai-in-law-bias-and-accountability.
55 Mark Harrison, “The Transformative Power of AI in USG Procurement,” University of Dayton School of Law Journal (2025), https://udayton.edu/law/government_contracting/articles/transforming_government_procurement_ai.php.
56 John O. McGinnis and Russell G. Pearce, “The Great Disruption: How Machine Intelligence Will Transform the Role of Lawyers in the Delivery of Legal Services,” Fordham Law Review 88, no. 4 (2020): 1011–29, https://ir.lawnet.fordham.edu/flr/vol88/iss4/2/.