I expect that most readers of this book will be first-year law students who will use it as a resource to assist in learning and understanding the law of contracts—to prepare for class, to unravel and supplement class materials and discussion, and to review and prepare for exams. In deciding on the scope, depth, and approach of the book’s coverage, I have aimed at their needs. My focus has been on what is likely to be most appropriate and helpful to a person who approaches contract law as a novice and is trying to assimilate and understand not only the details but also the larger issues of this complex subject.
In revising this book for the sixth edition, I have retained the scope, approach, and most of the material in the fifth edition, including the expanded treatment of standard contracts and contracts formed through electronic media, and the notes on the transnational perspective of contract law. I have not changed the overall organization of the book, but have made changes in the internal reorganization of some chapters to improve clarity. In my revisions for the sixth edition, I have continued my efforts to provide an accessible and helpful treatment of the law of contracts. I have concentrated on matters of detail, altering text and diagrams to the extent necessary to update and clarify textual materials, adding new cases, and refining the examples and explanations by adding new ones and changing or eliminating some of the older ones.
The sixth edition continues to have the comprehensive index and glossary at the end of the book. In response to suggestions by users, I have added tables of cases and statutes.
Article 2 of the Uniform Commercial Code (UCC), which governs contracts for the sale of goods, forms part of most contracts courses. Coverage of Article 2 is supplemented by those provisions of Article 1 (the general article of the UCC) that contain general principles and definitions applicable to Article 2. The provisions of UCC Articles 1 and 2 are dealt with throughout this book, to the extent that these provisions are relevant to the contracts course. I use the Official Text of Article 1, as revised in 2001, and adopted by most states. I use the Official Text of Article 2, as currently enacted in most states. In prior editions of the book, I gave some attention to the revision of Article 2 that had been proposed in 2003. However, the revision was never adopted by states, and has been abandoned. (This is explained in Chapter 2.) Therefore, this edition refers only occasionally to the proposed 2003 revisions, usually in the footnotes, where reference to the proposed changes casts light on the existing provision of article 2.
Like many other law school courses, contract law is typically taught by means of discussing and debating cases and other materials that have been assigned for reading in advance of the class session. A terrible flood of information is unleashed by this process, and it is difficult for a student to assimilate and appreciate it all by studying the casebook and working through the materials in class. Supplementary reading is very helpful to understanding and digesting what is covered in class. To be most useful, such a supplementary text should be written with an awareness of the coverage, depth, and scope of most contracts courses, and with a sense of what students are likely to need by way of additional reading. In writing this book, I have tried to keep that goal in mind. Relying on my own experience as a teacher of contract law, and on the content of casebooks, I have tried to maintain the discussion in this book at the level that may be expected in a typical contracts class.
To achieve this purpose, it is not enough to outline legal rules or to state doctrine. Although it is surely one of the aims of a contracts class to teach the current rules of law governing contracts, a knowledge of current legal rules is only one of the components of an adequate understanding of contract law. Students are also expected to learn the derivation and development of the rules, their historical and contemporary rationale, the public policies that they are meant to serve, and the way in which they coalesce to form a coherent body of law. Because neither rules nor their underlying policies are static, and are often unsettled and the subject of controversy, students must also be exposed to the uncertainties of the law and must learn to develop the ability to evaluate critically and to form judgments. In addition, like so many other courses in law school, a contracts course serves the goal of exposing students to broader issues of legal process, legal analysis, dispute resolution, and lawyering skills such as drafting, advising, and evaluating the strength of a case. This book attempts to encompass this range of learning. Its principal aim is the clear and accessible explanation of the fundamentals of the law, with a particular concentration on what information is likely to be helpful to a student who approaches the subject for the first time
As part of the effort to clarify legal principles and the relationships between contracting parties, I have used diagrams extensively. I believe that visual representations can be a great help in clarifying and reinforcing verbal exposition.
Concrete examples place doctrine and abstract principles in context and show how they operate to affect behavior and resolve disputes. Examples and the facts of selected cases are therefore used extensively in the text itself to illustrate concepts under discussion. In addition, a distinctive feature of this book is the “examples and explanations,” which take up a substantial part of each chapter. Their purpose is not only to provide further illustration and discussion of the subject matter of the text but also to give students a means of self-testing on the topics covered. The examples pose questions based on hypothetical facts, and the explanations analyze and offer a resolution to the problems. As a general rule, the examples and explanations do more than simply provide a means of reviewing what has been stated in the text. To resolve them adequately, one must use reasoned argument and must thoughtfully apply the principles set out in the text. You will therefore benefit the most from them if you do not merely read through them but rather take the time to formulate your own answer to an example before reading its explanation. This will allow you to test your knowledge and understanding of the material, to practice identifying issues, and to develop skills in composing and organizing answers to the kind of questions commonly found in exams.
There are a number of different ways to organize a contracts course, and the casebooks reflect quite a diverse approach to the sequence in which material may be covered in class. It is therefore quite possible that your contracts course will not follow the same sequence as the chapters in this book. (For example, some courses begin with remedies for breach of contract, which is not covered here until Chapter 18, and some begin with consideration doctrine, which is not reached until Chapter 7.) This book has been written with an eye on the divergent ways in which the topics of contract law are presented in different classes, so a student should have no trouble reading chapters out of order. To use this book in the same sequence as your contracts course, simply refer to the table of contents, to find the part of the book that deals with the subject under discussion in class. (The index, table of cases, and table of statutes are also helpful in identifying those sections and examples in the book that correspond to what you are studying in class.) Cross-references are included in each chapter to help give you an idea of where to find allied topics or further reference to the subject under discussion.
Irrespective of the organization of your class, I do recommend, however, that you read Chapters 1, 2, and 3 as soon as possible. These short chapters are intended as an introduction to some of the root principles of contract law and legal analysis. They contain basic information and guidance on core concepts, terminology, and case analysis that may not be articulated fully or at all in your class materials or discussion. A little time spent in working through these chapters at the beginning of the semester may save you needless puzzlement and confusion. Also, you should refer to the glossary at the end of the book for short definitions of terms that may be unfamiliar to you.
To make this book as readable and accessible as possible, I have kept citation of authority to a minimum. You will not find detailed footnotes and citations that you would expect in a treatise or law review article. However, some sources of authority are such an integral part of the process of learning contract law that to omit them would impede understanding. These sources are referred to constantly throughout the book. They are:
The Restatement (Second) of Contracts (referred to in the book in abbreviated form as Restatement, Second), a compendious and highly influential formulation of the rules of contract law.
Articles 1 and 2 of the Uniform Commercial Code (UCC). Article 2 governs contracts for the sale of goods and is the principal focus of our study of the UCC. Article 1 is supplementary to Article 2. It has general provisions applicable to all Articles of the UCC, including Article 2.
Caselaw. Court opinions are a vital source of law in our system. I discuss cases selectively but regularly in the text and also, to a lesser extent, in the explanations. I do not use cases merely as authority for legal rules but as factual illustrations and as a means of highlighting legal principles, argument, and reasoning. I selected many of the cases in this book because of their interesting or even entertaining facts. I have tried to use recent cases wherever possible to reflect the law in its contemporary state. However, there are many important or well-known older cases that are taught in almost every contracts course, and I have included those, too. I have also kept an eye on the content of casebooks and have made a point of mentioning some of the cases that have been chosen by casebook authors. You should therefore find that at least some of the cases discussed here are familiar from class.
Brian A. Blum