Foundational Principles of Contract Law

903 Pages·2018·7.283 MB·English

by  Melvin Aron Eisenberg

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FOUNDATIONAL PRINCIPLES
OF CONTRACT LAW
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The Oxford Commentaries
on American Law
The Editorial Advisory Board
The Honorable Morris S. Arnold
Senior Judge, United States Court of Appeals for the Eighth Circuit
The Honorable Drew S. Days III
Alfred M. Rankin Professor Emeritus and Professorial Lecturer in Law, Yale Law School, and
Former Solicitor General of the United States
James H. Carter
Senior Counsel, WilmerHale, New York
The Honorable Harry T. Edwards
Senior Judge, United States Court of Appeals for the District of Columbia Circuit
Michael Greco
Of Counsel, K&L Gates LLP, and
Former President, American Bar Association
Richard H. Helmholz,
Ruth Wyatt Rosenson Distinguished Service Professor of Law
The University of Chicago Law School
Mary Kay Kane
Chancellor and Dean Emerita
University of California, Hastings College of the Law
Lance Liebman
William S. Beinecke Professor of Law, Columbia University Law School, and
Director Emeritus, American Law Institute
Kent McKeever
Director, Diamond Law Library, Columbia University Law School
Alberto J. Mora
Senior Fellow, Carr Center for Human Rights Policy, Harvard University and
Former General Counsel, United States Navy
Joseph W. Singer
Bussey Professor of Law, Harvard Law School
Michael Traynor
President Emeritus, American Law Institute
Stephen M. Sheppard, Chair
Dean and Charles E. Cantú Distinguished Professor of Law,
St. Mary’s University School of Law
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The Oxford Commentaries on American Law: 
An Introduction to the Series
Welcome to The Oxford Commentaries on American Law. In this series, Oxford University Press
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ence in developing this grand initiative.
Stephen M. Sheppard
Series Editor
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FOUNDATIONAL
PRINCIPLES OF
CONTRACT LAW
Melvin A. Eisenberg
The Oxford Commentaries on American Law
Stephen M. Sheppard
Series Editor
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Foundational Principles of Contract Law. Melvin A. Eisenberg.
© Melvin A. Eisenberg 2018. Published 2018 by Oxford University Press.
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1
Oxford University Press is a department of the University of Oxford. It furthers the University’s objective of
excellence in research, scholarship, and education by publishing worldwide. Oxford is a registered trademark of
Oxford University Press in the UK and certain other countries.
Published in the United States of America by Oxford University Press
198 Madison Avenue, New York, NY 10016, United States of America.
© Melvin A. Eisenberg 2018
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You must not circulate this work in any other form
and you must impose this same condition on any acquirer.
Library of Congress Cataloging- in- Publication Data
Names: Eisenberg, Melvin Aron, author.
Title: Foundational principles of contract law/Melvin A. Eisenberg.
Description: New York: Oxford University Press, 2018. | Series: The Oxford
commentaries on American law | Includes bibliographical references and index.
Identifiers: LCCN 2018000342 | ISBN 9780199731404 ((hardback): alk. paper)
Subjects: LCSH: Contracts—United States. | Contracts.
Classification: LCC KF889.85 .E425 2018 | DDC 346.7302/2—dc23
LC record available at https://lccn.loc.gov/2018000342
1 3 5 7 9 8 6 4 2
Printed by Sheridan Books, Inc., United States of America
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To Helen, Bronwyn, the memory of David, and Lia
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About the Author
Melvin A. Eisenberg is the Jesse H. Choper Professor of Law Emeritus at the University of
California, Berkeley (Berkeley Law).
After graduating from Harvard Law School summa cum laude, Eisenberg was with the
New York firm of Kaye Scholer Fierman Hays & Handler. He also served as assistant counsel to
the President’s commission on the assassination of President Kennedy (Warren Commission)
and as assistant corporations counsel of New York City. He joined the Boalt faculty in 1966.
Eisenberg is the author of The Nature of the Common Law (1991) and The Structure of the
Corporation (1997) and has published casebooks on contracts and corporations. He was Chief
Reporter of the American Law Institute’s Principles of Corporate Governance, an Adviser to
the Institute’s Restatement Third of Agency, Restatement of Restitution and Unjust Enrichment,
and a member of the American Bar Association’s Corporate Law Committee. He is presently
an Adviser to the Institute’s Restatement of Consumer Contracts. From 1991 to 1993 he held
the American Law Institute’s Justice R. Ami Cutter Chair. He was a Visiting Professor of Law at
Harvard Law School in 1969, at the University of Tokyo in 1992, and at Columbia Law School
from 1998 to 2009. He is a Fellow of the American Academy of Arts and Sciences and has been
a Guggenheim Fellow and a Fulbright Senior Scholar. He holds honorary Doctor of Law degrees
from Cologne University and the University of Milan
In 1984 Eisenberg delivered the Cooley Lectures at the University of Michigan. He has also
given lectures at a number of universities in the United States, Germany, Italy, England, Canada,
Australia, New Zealand and Japan. In 1990 he was awarded the UC Berkeley Distinguished
Teaching Award.
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