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 AuthorAcknowledgments Part I. Theories of Contract Law, Four Underlying Principles of Contract Law, and the Transformation of Contract Law from Classical to Modern Chapter 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 Promises Chapter 5. Bargain Promises and the Bargain PrincipleChapter 6. The Theory of Efficient Breach Part III: Moral Elements in Contract Law Chapter 7: The Unconscionability PrincipleChapter 8. Donative PromisesChapter 9. The Duty to Rescue in Contract LawChapter 10. The Mitigation Principle Part IV. Behavioral Psychology and Contract Law Chapter 11. Behavioral Psychology and Contract Law Part V. The Role of Fault in Contract Law Chapter 12. The Role of Fault in Contract Law Part VI. Expectation Damages Chapter 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 Regimes Part VII. Liquidated Damages Chapter 23. Liquidated Damages Part VIII. Specific Performance Chapter 24. The Specific-Performance Principle: Actual and Virtual Specific Performance Part IX. The Role of Restitution in Contract Law Chapter 25. The Role of Restitution in Contract Law (with Mark Gergen) Part X. The Disgorgement Interest in Contract Law Chapter 26. The Disgorgement Interest in Contract Law Part XI. The Elements of a Contract Chapter 27. The Elements of a Contract: Expressions, Implications, Usages, Course of Dealing, Course of Performance, Context and Purpose Part XII. Interpretation in Contract Law Chapter 28. The General Principles of Contract InterpretationChapter 29. Objective and Subjective Elements of InterpretationChapter 30. Expression Rules Part 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 Contracts Part XIV. Form Contracts Chapter 37. Form Contracts Part XV. The Parol Evidence Rule Chapter 38. The Parol Evidence Rule Part XVI. Mistake, Disclosure, and Unexpected Circumstances Chapter 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 Frustration Part XVII. Problems of Performance Chapter 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 Performance Part XVIII. The Principle of Good Faith in Contract Law Chapter 52. The Principle of Good Faith in Contract Law (with Mark Gergen) Part XIX. Express Conditions Chapter 53. Express Conditions Part XX. Relational ContractsChapter 54. Relational Contracts Part XXI. Third-Party BeneficiariesChapter 55. Third-Party Beneficiaries Part XXII. Requirements of a Writing Chapter 56. The Statute of FraudsChapter 57. No-Oral-Modification Clauses Index