The central theme of this book is that an economic framework--incorporating such concepts as information asymmetry, moral hazard, and adaptation to changed circumstances--is appropriate for contract interpretation, analyzing contract disputes, and developing contract doctrine. The value of the approach is demonstrated through the close analysis of major contract cases. In many of the cases, had the court (and the litigators) understood the economic context, the analysis and results would have been very different. Topics and some representative cases include consideration (Wood v. Lucy, Lady Duff Gordon), interpretation (Bloor v. Falstaff and Columbia Nitrogen v. Royster), remedies (Campbell v. Wentz, Tongish v. Thomas, and Parker v. Twentieth Century Fox), and excuse (Alcoa v. Essex).
Victor Goldberg is Jerome L. Greene Professor of Transactional Law at Columbia Law School.
Introduction Part I Some Concepts 1. The Net Profits Puzzle Part II Consideration 2. Reading Wood v. Lucy, Lady Duff Gordon with Help from the Kewpie Dolls 3. Mutuality and the Jobber's Requirements: Middleman to the World 4. Satisfaction Clauses: Consideration without Good Faith 5. Postscript on Freedom from Contract Part III Interpretation 6. Discretion in Long-Term Open Quantity Contracts: Reining in Good Faith 7. In Search of Best Efforts: Reinterpreting Bloor v. Falstaff 8. Columbia Nitrogen v. Royster: Do as They Say, Not as They Do 9. The "Battle of the Forms:" Fairness, Efficiency, and the Best-Shot Rule Part IV Remedies 10. Campbell v. Wentz: The Case of the Walking Carrots 11. Expectation Damages and Property in the Price 12. The Middleman's Damages: Lost Profits or the Contract-Market Differential 13. An Economic Analysis of the Lost--Volume Retail Seller 14. Consequential Damages 15. A Reexamination of Glanzer v. Shepard: Surveyors on the Tort-Contract Boundary Part V Option to Terminate 16. Bloomer Girl Revisited, or How to Frame an Unmade Picture 17. Bloomer Girl: A Postscript 18. Wasserman v. Township of Middletown: The Penalty Clause That Wasn't Part VI Impossibility, Related Doctrines, and Price Adjustment 19. Price Adjustment in Long--Term Contracts 20. Impossibility and Related Excuses 21. Alcoa v. Essex: Anatomy of a Bungled Deal 22. Mineral Park v. Howard: The Irrelevance of Impracticability Concluding Thoughts Notes References Table of Cases Index