Contract as Promise A Theory of Contractual Obligation

Contract as Promise is a study of the philosophical foundations of contract law in which Professor Fried effectively answers some of the most common assumptions about contract law and strongly proposes a moral basis for it while defending the classical theory of contract. This book provides two purposes regarding the complex legal institution of the contract. The first is the theoretical purpose to demonstrate how contract law can be traced to and is determined by a small number of basic moral principles. At the theory level the author shows that contract law does have an underlying, and unifying structure. The second is a pedagogic purpose to provide for students the underlying structure of contract law. At this level of doctrinal exposition the author shows that structure can be referred to moral principles. Together the two purposes support each other in an effective and comprehensive study of contract law.

This second edition retains the original text, and includes a new Preface. It also includes a substantial new essay entitled Contract as Promise in the Light of Subsequent Scholarship--Especially Law and Economics which serves as a retrospective of the work accomplished in the last thirty years, while responding to present and future work in the field.

Charles Fried is the Beneficial Professor of Law at Harvard University Law School. He is a former Solicitor General of the United States and a former Justice of the Supreme Judicial Court of Massachusetts. He has published widely across private law and the intersections of law, morality and politics.

Preface to the First Edition

Preface to the Second Edition

1
Introduction: The Life of Contract

2
Contract as Promise
Promise
The Moral Obligation of Promise
What a Promise is Worth
Remedies in and around the Promise

3
Consideration

4
Answering a Promise: Offer and Acceptance
Promises and Vows
Acceptance and the Law of Third-Party Beneficiaries
The Simple Circuitry of Offer and Acceptance
Rejections, Counteroffers, Contracts at a Distance, Crossed Offers
Reliance on an Offer

5
Gaps
Mistake, Frustration, and Impossibility
Letting the Loss Lie Where It Falls
Parallels with General Legal Theory: An Excursion
Filling the Gaps

6
Good Faith
"Honesty in Fact"
Good Faith in Performance

7
Duress and Unconscionability
Duress
Coercion and Rights
Property
Hard Bargains
Unconscionability, Economic Duress, and Social Justice
Bad Samaritans

8
The Importance of Being Right
You Can Always Get Your Money Back
Conditions
Waivers, Forfeitures, Repudiations


Contract as Promise in the Light of Subsequent Scholarship-Especially Law and Economics


Notes

Index