Contract-an agreements between parties consisting of a promise or mutual promises,
What promises to enforce
Legal theory gives you a guide for answering this question.
The theory leads to doctrine and vice versa
Promise filters-If the following are present then you have a legally binding contract
Section 90, Restatement 2nd
Material Benefit-Promissory Restitution
Protect the expectations that arise from agreements for future exchange of performance.
Sources of Contract Law
When there is no precedent the courts turn to policy.
Policy is generally regarded as any societal goal that will be furthered by a particular decision.
Statute of Frauds
Requires certain contracts be in signed and in writing.
U.C.C.: enacted in the 1940’s – is referred to as the Code.
Only sale of goods
Restatements- Modernistic view/understanding of contracts
Resemble a statute in form consisting of black letter statements of the “general rule” (or where the cases appeared to conflict, the “better rule”)
Do not have the force of law, however they can be remarkably persuasive.
Legal Commentary-Analyzes, evaluates and synthesizes cases to clarify the law and propose solutions for unresolved issues.
Commentary has been extremely influential in shaping the course of the common law of contract.
The most weighty of these commentaries are the two multivolume treatises by Professor’s Samuel Williston and Arthur Corbin.
Reporter for the original Restatement of Contracts
Williston treatise first published in 1920.
Was not published until 1950 capping his long and distinguished scholarly career.
Took part in the writing of Restatement himself.
The two professors had differing fundamental philosophies on the law
Williston regarded the law as a set of abstract rules that courts could by deduction use to decide individual cases
Corbin regarded his task as a legal scholar to be to discover what the courts were actually doing and to attempt to weave those findings into what he called “working rules” of law.
International Commercial Law
GATT- General Agreement on Tariffs and Trade
Two of the purposes were reduction of tariff and non-tariff barriers t
agreement.-Duty to read
Channeling-Transference from a mere promise to K; Involves abovementioned functions.
Distinguishes conduct that has legal consequences from conduct that does not.
Promissory Estoppel-Channeling function
Consideration can and often does serve one or all of the functions that the seal used to serve.
The theory of law does not dictate remedies available.
Professor Lawrence Friedman’s contribution to contract law
Terms the theory of contract law developed in the nineteenth century as pure or classical contract theory.
States pure contract doctrine is blind to details of subject matter and person.
Pure contract doctrine is abstraction.
It is a deliberate renunciation of the particular, a deliberate relinquishment of the temptation to restrict untrammeled individual autonomy or the completely free market in the name of social policy. Death of Contract, Grant Gilmore