Foundational Principles of Contract Law

Melvin A. Eisenberg is the Jesse H. Choper Professor of Law Emeritus at the University of California, Berkeley. 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. From1991 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 MilanIn 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.

• About the AuthorAcknowledgmentsPart I. Theories of Contract Law, Four Underlying Principles of Contract Law, and the Transformation of Contract Law from Classical to ModernChapter 1. The Objective and Coverage of This Book; Doctrinal and Social Propositions; Social and Critical Morality; Terminology; and the Tenor of the Footnote ApparatusChapter 2. Theories of Contract Law Chapter 3. Four Underlying Principles of Contract Law and the Foundational Contract-Law StandardChapter 4. The Transformation of Contract Law from Classical to Modern Part II. The Enforceability of PromisesChapter 5. Bargain Promises and the Bargain PrincipleChapter 6. The Theory of Efficient BreachPart III: Moral Elements in Contract LawChapter 7: The Unconscionability PrincipleChapter 8. Donative PromisesChapter 9. The Duty to Rescue in Contract LawChapter 10. The Mitigation PrinciplePart IV. Behavioral Psychology and Contract LawChapter 11. Behavioral Psychology and Contract LawPart V. The Role of Fault in Contract LawChapter 12. The Role of Fault in Contract LawPart VI. Expectation DamagesChapter 13. The Building Blocks of Formulas to Measure Expectation Damages Chapter 14. Formulas for Measuring Expectation Damages for Breach of a Contract for the Sale of GoodsChapter 15. Formulas for Measuring Expectation Damages for Breach of a Contract to Provide Services Chapter 16. Damages for a Purchaser's Breach of a Contract for the Provision of an Off-the-Shelf CommodityChapter 17. The Cover PrincipleChapter 18. The Certainty PrincipleChapter 19. The Principle of Hadley v. BaxendaleChapter 20: Other Limitations on Expectation Damages: Litigation Costs, the Time Value of Forgone Gains, and the Risk of the Promisor's InsolvencyChapter 21. The Theory of OverrelianceChapter 22. Critiques of the Expectation Measure, and Alternative Damage RegimesPart VII. Liquidated DamagesChapter 23. Liquidated DamagesPart VIII. Specific PerformanceChapter 24. The Specific-Performance Principle: Actual and Virtual Specific PerformancePart IX. The Role of Restitution in Contract LawChapter 25. The Role of Restitution in Contract Law (with Mark Gergen)Part X. The Disgorgement Interest in Contract LawChapter 26. The Disgorgement Interest in Contract LawPart XI. The Elements of a ContractChapter 27. The Elements of a Contract: Expressions, Implications, Usages, Course of Dealing, Course of Performance, Context and PurposePart XII. Interpretation in Contract LawChapter 28. The General Principles of Contract InterpretationChapter 29. Objective and Subjective Elements of InterpretationChapter 30. Expression RulesPart XIII. Contract FormationChapter 31. OffersChapter 32. Modes of AcceptanceChapter 33. The Termination of an Offeree's Power of AcceptanceChapter 34. Prizes and RewardsChapter 35. Implied-in-Law and Implied-in-Fact ContractsChapter 36. Incomplete ContractsPart XIV. Form ContractsChapter 37. Form ContractsPart XV. The Parol Evidence RuleChapter 38. The Parol Evidence RulePart XVI. Mistake, Disclosure, and Unexpected CircumstancesChapter 39. Introduction to Mistake in Contract LawChapter 40. Evaluative MistakesChapter 41. Mechanical Errors ("Unilateral Mistakes")Chapter 42. MistranscriptionsChapter 43. Shared Mistaken Factual Assumptions ("Mutual Mistakes")Chapter 44. Disclosure in Contract LawChapter 45. Unexpected Circumstances: Impossibility, Impracticability, and FrustrationPart XVII. Problems of PerformanceChapter 46. Introduction to Problems of PerformanceChapter 47. The Order of Performance: Constructive ConditionsChapter 48. The Principle of Anticipatory RepudiationChapter 49. The Principle of Adequate Assurance of PerformanceChapter 50. Augmented Sanctions: Material Breach, Total Breach, and Opportunistic Breach; Cure; Suspension and TerminationChapter 51. The Principle of Substantial PerformancePart XVIII. The Principle of Good Faith in Contract LawChapter 52. The Principle of Good Faith in Contract Law (with Mark Gergen)Part XIX. Express ConditionsChapter 53. Express ConditionsPart XX. Relational ContractsChapter 54. Relational ContractsPart XXI. Third-Party BeneficiariesChapter 55. Third-Party BeneficiariesPart XXII. Requirements of a WritingChapter 56. The Statute of FraudsChapter 57. No-Oral-Modification ClausesIndex