THE ZACCARIA DEAL * Contract and Options to Fund a Genoese Shipment of Alum to Bruges in 1298 Eric Briys ‡ Didier Joos De
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© Eric Briys, Didier Joos de ter Beerst, all rights reserved THE ZACCARIA DEAL * Contract and options to fund a Genoese shipment of alum to Bruges in 1298 Eric Briys ‡ Didier Joos de ter Beerst § This draft : July 2006 Presented at XIV International Economic History Congress, (Helsinki, August 2006) Abstract : This paper analyses one of the most fascinating late medieval commercial contract. Some have advanced that it is was the first ever written maritime insurance. If any contract is a nexus of options, our inquiry demonstrates that Genoese merchants in XIIIe designed unique option-based provisions in order to match all together: (I) expectations and risk appetite from contracting parties; (ii) the logic of the business model for long distant maritime trade; (iii) the prevailing institutional context. Benedetto Zaccaria (circa 1240-1307), the central figure in this deal, established his leadership in the trading of alum from mines in the East, in today’s Turkey, to Western Europe. This leadership was based on his unique business franchise : exclusivity of supply from one of the two biggest alum mines, diplomatic and military connections with many rulers, nautical skills. Zaccaria managed this franchise by numerous contracts with family members, associates, external financiers. These contracts were aimed at both managing his business but also designing original risks management solutions to mitigate, transfer and finance risks attached to his business: price, casualty, currency, liquidity. Contracting had some institutional constraints : the sea loan prohibition (Naviganti, 1334), the absence of a stock- exchange and insurance underwriters, the lack of Genoese sedentary agents and public institutions in Low Countries. However, the Genoese merchants could also build on numerous institutional tools : a range of standard forms of investment contracts, the familial clan (albergo) and network of prominent families, the law organising trade and enforcing contracts. Key words : Risk Management, Capital Markets, Corporate Finance, Institutions, Insurance, Contracts, Options. _____________________________________________________________________________________ A first draft of some parts of this study has been presented at the International Finance Conference of AFFI in 2005 (Tunisia) and 2006 (France). This paper has also benefited from inputs from participants of the 2004-2006Solvay Business School’s Executive Master in Finance (University of Brussels, Belgium). We thank Micael Castanheira di Mauro for his comments, Nicolette Brout for her input on the translation from Latin. All errors are ours. ‡ Eric Briys is co-founder of Cyberlibris (www.cyberlibris.com), visiting professor at Solvay Business School (SBS, Belgium) and associate professor at the University of French West Indies. § Didier Joos de ter Beerst is senior manager in corporate finance and business development in a publicly quoted company in Belgium. Views expressed in this paper only engage the author. Comments are welcomed, and could be sent by email to the [email protected]. 1 © Eric Briys, Didier Joos de ter Beerst, all rights reserved INTRODUCTION On October 29th, 1298, a rich Genoese merchant, but also a prominent nobleman, diplomat and admiral, Benedetto Zaccaria, and his son, organized a venture focusing on the shipment of 650 cantari, about 35 tons, of alum from Aigues-Mortes to Bruges. Through a remarkable three page notarial contract, the Zaccarias raised capital and transferred some risks to two external investors : Enrico Suppa and Baliano Grillo. This transaction is one of the most fascinating example of original forms of contracting developed during late middle age, and in particular in Genoa. This contract is said to be, among other things, one of the first ever insurance contract ever underwritten. This paper shows how the reading of this medieval contract delivers insightful information for historians, economists, modern financiers about economic exchange. It also shows that combining History (medieval Genoa), Economics (Contract Theory) and Finance (Option Pricing Theory) provides powerful lens to decipher economic history. We take the opportunity of the 2006 International Economic History Conference to discuss the following topic introducing its session 110 (“Tools of Trade”): “Maritime trade […] flourished and replaced to a large extent transcontinental routes. City governments and urban elites, the rising states, but also the merchants and financiers themselves created new or adapted existing institutions and commercial tools in order to adjust to changing circumstances. This surprisingly complex mix of innovation and continuity stimulated trade in this difficult period, but laid also the foundations of growth in the beginning of the Early Modern Period. This session […] wants to measure and compare the organisation and infrastructure of gateway trade in cities like Bruges and Venice […] and the ways in which merchants and financiers found new possibilities or changed existing ones in this organisational framework (accountancy, financial techniques, transport, firms, network trade) ” Our historical inquiry, (i) adds medieval Genoa to the list of cities (Bruges, Venice) where institutions and merchants fuelled maritime trade; (ii) provides insights about Benedetto Zaccaria who is precisely the one who initiated direct maritime shipments from Mediterranean to Low countries; (iii) analyses a fascinating “innovative” financial technique. However, we do not believe it is possible to explain the foundations of economic growth by analysing the historical development of institutions as well as the emergence of contractual innovations. Institutions, markets and trust are the backbone of exchange, but broad causal explanation is impossible in History. Our investigation is a context-specific inquiry that does not tell the why, but shows the how one remarkable outcome, a three page contract, emerged in 1298 in Genoa. Economists and financiers view any venture as a nexus of contracts. Modern Option Theory approaches contract as a package of options. Options are aimed at fulfilling economic functions for contracting parties. These functions take place within a context-specific market and institutional framework, and this paper analyses the one existing in 1298 Genoa. Part I deals with the methodology and the existing literature. It discuss why historians, economists and financiers have not succeeded so far to explain neither the medieval rise of the Western Europe, and Genoa in particular in XII-XIIIe, nor the medieval origin of “insurance” or “firms”. We develop our descriptive approach. Part II puts this contract into its historical context and further details the business model for alum trade as well as the historical market and institutional settings. Part III goes through an extensive reading of the contract, which is modelled analytically, in order to show how it addresses both the business objectives and the institutional and market framework. We provide our conclusion. 2 © Eric Briys, Didier Joos de ter Beerst, all rights reserved PART I : On Medieval History, Economics and Finance “It is men who write History, but they don’t know the History they write » Raymond Aron “The world of human beings is a permanent improvisation” Robert Musil, Man without quality Before starting our historical inquiry into the details of this remarkable contract, it is important to explain first our objectives and methodology. We first review the existing economic history literature from historians, economists and modern financiers. All of them provide useful inputs, although often each of them often ignored advanced made by the others, but they have in common a problem. They want to explain the past by finding a causal origin of an historical phenomenon, being the medieval rise of Western economies and Genoa in particular around XI- XIIIe, or the emergence of innovative form of contracting like risk insurance. The alternative we develop is that research should not focus on causal explanations but on descriptions of context- specific solutions designed by economic agents. These solutions are game of options that support economic exchange. Writing economic history after Kant One of the most important idea about science and knowledge has been captured by I. Kant in his “Kritik der reinen Vernunft” : “If the receptivity of our mind, its power of receiving representations in so far as it is in any wise affected, is to be entitled sensibility, then the mind's power of producing representations from itself, the spontaneity of knowledge, should be called the understanding. Our nature is so constituted that our intuition can never be other than sensible; that is, it contains only the mode in which we are affected by objects. The faculty, on the other hand, which enables us to think the object of sensible intuition is the understanding. To neither of these powers may a preference be given over the other. Without sensibility no object would be given to us, without understanding no object would be thought. Thoughts without content are empty, intuitions without concepts are blind.” 1 In modern wording, a science based on a logical deduction of universal rules without empirical facts provided by experiment is “empty”, but a knowledge based only on induction from facts without a set of a priori logical deductive rules to subsume the particular under a universal is “blind”. The problem is that, for Kant, and even if it was the objective of his original project, there is no a