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Contracts in a variety of contexts-from multinational supply chain agreements to movie-production deals-increasingly include promises on such "social responsibility" matters as human trafficking, environmental sustainability, and socio-demographic diversity. These terms literally promise justice:Can they deliver? This paper makes three claims about the use of contract to achieve social responsibility (which I abbreviate "KSR"). First, KSR can be seen as a response to "vertical deconstruction," the erosion of intra-firm and social orders that historically generated,. and transmitted non-commercial social norms. Second, as such, KSR terms will be legally un(der)-enforceable: Like better-studied relational contracts, KSR will blend enforceable and unenforceable terms to achieve governance, risk-sharing, and educative goals. Third, although KSR may be more effective than more popular mechanisms, in particular corporate social responsibility, KSR is not a panacea, and presents risks of cooptation and fragmentation often associated with soft-law regimes.

provided valuable research assistance, and Erica Maier provided excellent administrative support. Some of the observations made here first appeared on Concurring Opinions, http://www.concurringopinions.com (last visited Oct. 10, 2009). This project received generous financial support from the Clifford Scott Green Chair and Research Fund in Law, and Temple University -James E. Beasley School of Law. Errors and omissions are mine.

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