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Basic Principles of Contract Law

Melvin A. Eisenberg (View Bio)
Hardcover: Oxford University Press, 2019.

Contract law has long been one of the basic building blocks of private law.  Today, contract law has added significance, because the modern emphasis on market solutions has led to the increased contractualization of other areas of law.  Furthermore, many of the elements of contract law, such as interpretation and mistake, spill over into law generally.  Over the course of a long academic career, Melvin Eisenberg has been engaged in a project of reconceiving contract law, and the result is his magisterial Basic Principles of Contract Law.

His book has two facets—one normative, one descriptive.  The normative facet develops contract law as it should be.  The descriptive facet develops contract law as it is.  Of course, the two facets are related.  In a body of law, like contracts, that is largely judge-made, the courts have power to transform the law from what it is to what it should be.  Accordingly, “what should be” impacts on “what is.”  Going in the other direction, the facts and reasoning of actual cases give texture to general principles and show how those principles could and do play out on the ground.

Against the background of these normative and descriptive theses, Eisenberg looks at various areas of contract law with a view to establishing (1) the best content of the law of each area; (2) what the law is in each area; (3) the extent to which each area has moved from classical contract law to modern contract law; and (4) where there are differences in an area between what the law is and what it should be, the way in which the area could best be reformed.