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Welcome to The Nonlinear Library, where we use Text-to-Speech software to convert the best writing from the Rationalist and EA communities into audio. This is: The Windfall Clause has a remedies problem, published by John Bridge on May 23, 2022 on The Effective Altruism Forum. Thanks to Holly Scott, Aryan Yadav, Jide Alaga, Will Greenman, Cullen O’Keefe, Haydn Bellfield and Peter Wills for all your feedback and suggestions on this post. This post is a supplement to the (forthcoming) TaWWWC - England & Wales, a discussion of the viability of the Windfall Clause in English law. That post is, itself, a part of ‘Towards a Worldwide, Watertight Windfall Clause’, a sequence I’m writing on the legal viability of the Windfall Clause in seven important common law jurisdictions. Today, I’m writing about what I believe is a serious issue with the Windfall Clause - a lack of satisfactory remedies in the event of a Developer's breach of contract. By flagging this issue and raising possible solutions before the Clause is widely adopted, I hope to encourage critical engagement with the question of whether the Clause is, in fact, good longtermist policy. If our answer to that question remains affirmative, I hope to stimulate further discussion of how we can craft a truly watertight Windfall Clause. How to read this post: I’m aiming for this post to work as a standalone piece, so I have a few suggestions to make sure you understand everything I’ve written below: Check the defined terms - I’ve used several defined terms throughout this sequence to improve readability. Make sure you have read the definitions in my original post beforehand or you will be confused. Open a second window with my recommendations - I link back to my recommendations throughout this post. You'll save yourself a headache if you can quickly flick over to them as you read. Feel free to skip ‘The Law’ - Unless you’re looking for a more thorough grounding in the law on damages and specific performance, you can probably skip straight to my discussion of the consequences for the viability of the Clause. If you’re not a lawyer - Unless you’re feeling masochistic, feel free to skip most of this post and focus on the takeaways and recommendations. You may also want to check out my note on legalese and note on numbers to understand why some of the below is so inaccessible. If you’re not familiar with the Clause - Watch this explainer by Cullen O’Keefe or read the original report to get a better understanding of how it’s supposed to work. Finally, please note that I have only considered the availability of remedies in an English legal context here. The rules on remedies are broadly similar across all common law systems, so if there is an issue in English law it’s likely that similar issues exist in other key jurisdictions. However, there’s a chance that my criticisms don’t generalise, so I invite comments and feedback from those with more expertise in other legal systems to help determine how widespread this issue is. Takeaways and recommendations: For many plausible breaches of the terms of the Agreement, the Counterparty will not have access to a satisfactory remedy in English courts. This lack of remedies has two important implications for the viability of the Clause: The availability of efficient breach - All things considered, it will likely be cheaper in expectation for a Developer of WGAI to breach the contract rather than bear the costs of complete performance. This means that a rational Developer will be very likely to default on the Agreement. A lack of remedies - In the event that the Developer does decide to breach its obligations, the courts are unlikely to provide equitable remedies or damages proportionate to the scale of the Counterparty’s losses in expectation. This means that the Counterparty will not receive a satisfactory remedy for the Developer’s breach. I do not see any foolproof methods to resolve these issues. However, the drafters of the Agreement can t...