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9 - The Productive Tension Between Official and Unofficial Stories of Fault in Contract Law

Published online by Cambridge University Press:  10 November 2010

Omri Ben-Shahar
Affiliation:
University of Chicago
Ariel Porat
Affiliation:
Tel-Aviv University
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Summary

Most people separate concepts of contract and fault. But that separation is only the official story. An equally true, quieter, and unofficial story traces the path of fault slipping in and out of contract doctrines such as willful breach. While some contract theorists argue for a simple, clear story of strict liability, others discuss the richness that the unofficial story brings to contract law by blurring boundaries between contract and tort, and between private and public realms. This chapter refuses to choose between these alternatives, arguing instead that the official and unofficial stories complement one another, reflecting a productive tension that helps contract law provide both certainty and, when necessary, equity-driven justice.

It is hard to invoke the concepts of “contract” and “fault” in the same sentence, unless you want to echo Justice Holmes's assertion that “the wicked contract-breaker should pay no more in damages than the innocent and the pure in heart.” But that separation of contract and fault is only the official story. An equally true, but quieter, and unofficial story complements the official one. The unofficial story traces the path of fault slipping into contract law through doctrines such as willful breach. Some contract theorists respond to the seeming tension between official and unofficial stories by seeking to impose discipline on their discipline, policing the message to convey a simple, loud, and clear story of strict liability.

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Publisher: Cambridge University Press
Print publication year: 2010

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References

Cohen, George M., The Fault Lines in Contract Damages, 80 Va. L. Rev.1225 (1994)CrossRefGoogle Scholar
Markovits, Daniel S., Contract and Collaboration, 113 Yale L. J.1417 (2004)CrossRefGoogle Scholar
Cohen, Morris R., The Basis of Contract, 4 Harv. L. Rev.553 (1933)CrossRefGoogle Scholar
Dalton, Clare, An Essay in the Deconstruction of Contract Doctrine, 94 Yale L.J.997 (1985)CrossRefGoogle Scholar

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