Legal Values: Theoretical Foundations of Contract Law

This seminar is intended to revisit the basic principles of your first-year contracts class, but this time from a rich theoretical perspective. The basic principles of contract law are firmly settled, and yet there is deep theoretical disagreement about their precise contours, purpose, and justification. This course has two main learning objectives. The first is to deepen students’ understanding of the fundamental principles of contract law by studying how those principles are embedded in settled doctrine and yet continually subject to controversy and disagreement. The second is to teach students to think critically about the law through the lens of a variety of theoretical and interdisciplinary frameworks. We will explore questions such as: what is the point of the doctrine of consideration? Is it a functional tool that could be replaced by some other functional tool or does it have some non-instrumental significance? What is the justification for the expectation measure of damages? If there is a right to performance, then why isn’t specific performance the default contractual remedy? If contract law is the law of voluntary obligations, what view should we take of standard form agreements that are rarely read or understood? How does the common law of contracts fit with contract law’s equitable doctrines? How can we reconcile contractual freedom with contractual fairness? Is there—and should there be–a duty of good faith in contract?