Учебный год 22-23 / Binding Promises - The Late 20th-Century Reformation of Contract Law

BINDING PROMISES

Copyright 1996 by Princeton University Press

Published by Princeton University Press, 41 William Street, Princeton, New Jersey 08540

In the United Kingdom: Princeton University Press, Chichester, West Sussex All Rights Reserved

Library of Congress Cataloging-in-Publication Data

Slawson, W. David 1931-

Binding promises : the late 20th-century reformation of contract law / W. David Slawson.

p. cm.

Includes bibliographical references and index. ISBN 0-691-04415-5 (alk. paper)

1. Contracts—United States. I. Title. KF801.S525 1996

346.73'02—dc20 [347.3062] 95-25448 CIP

This book has been composed in Times Roman

Princeton University Press books are printed on acid-free paper and meet the guidelines

for permanence and durability of the Committee on Production Guidelines for Book Longevity of the Council on Library Resources

Printed in the United States of America by Princeton Academic Press

I dedicate this book to the

American common law judge.

Contents

Acknowledgments

THE University of Southern California Law Center provides its faculty with a magnificent atmosphere for scholarship and helpful financial support, from which I have benefited immeasurably. I would especially like to thank Dean Scott H. Bice, whose interest in scholarship and whose labors on behalf of the Law Center have been instrumental in creating and maintaining this atmosphere and support.

I would like to thank the library staff of the Law Center for the excellent and goodhearted service it invariably provides. I would like to thank in particular the director, Albert O. Brecht, reference librarian Brian Raphael, and a former reference librarian here, now director of the Law Library at Vanderbilt University, Pauline M. Aranas. I would also like to thank my secretary, Madeline Paige, for her very competent work, her loyalty, and her enthusiasm.

I thank my former colleague at the Law Center, Robert M. Thompson, for the many interesting and helpful discussions we had on the subjects of remedies and bad faith breach. Bob taught remedies, I taught contracts, and we shared interests in litigation and insurance law. Bob also gave me many valuable insights from his years of experience as a litigator and trial and appellate court judge. I also wish to thank my former colleague and fellow contracts teacher, Richard Craswell, with whom I had many helpful discussions and who read and commented on early drafts of some chapters. Dick was especially helpful with economic theory and the Uniform Commercial Code. I presented early versions of parts of this book as papers at our faculty workshops. I would like to thank all my colleagues who attended for their trenchant, lively, and helpful comments. As is usual, however, I have to exonerate all of the above-mentioned people from blame for any mistakes I may have made. Of course, the responsibility for accuracy is entirely mine.

I have always found the critical analyses of my student assistants to be very helpful, as well as their research. I would like to thank the following for their long labors and insights: Daniel H. Baren, Richard Slane Davis, Thomas Ian Dupuis, Mark Andrew Finkelstein, Edward Alexander Hoffman, Timothy S. Lykowski, Patrick Casey McGannon, Elizabeth Marie Otter, and Daniel Scott Schecter. Ed Hoffman, Casey McGannon, and Dan Schecter also contributed through their work in a seminar on new developments in contract law that I taught, as did the fourth member of that seminar, who was not one of my student assistants, Patricia Byars Cisneros.

I will not try to name here the scholars and judges from whose published works I have benefited; I have named those from whose works I especially benefited in the text. I will make one exception, however, because textual references alone cannot explain my indebtedness. James J. White’s and Robert S. Summers’ treatise on the Uniform Commercial Code was an especially valuable resource because of the manner in which it treats legal issues. It presents all the reasonable arguments others have made before presenting the authors’, and if the authors disagree with each other, it explains their disagreements. The result is to provide the reader with a succinct, comprehensive, and fairly balanced view of every significant current issue on the subject of the treatise.

It has been a pleasure working with Princeton University Press. I am very grateful for the confidence, the help, and the patience it has shown me. I would especially like to thank its former editor, Malcolm DeBevoise, his assistant, Heidi Sheehan, and the promotions editor, Harriet Hitch.

Finally, I want to thank my wife, Kaaren Tofft Slawson, for her many comments, suggestions, and criticisms and for her love and emotional support through the years of our marriage and especially during the several years of illness that came between my beginning and completing this book. Kaaren reads widely and eclectically. She is not a lawyer. Both facts increased the value of her help.