Nathan B. Oman

Why should the law care about enforcing contracts? We tend to think of a contract as the legal embodiment of a moral obligation to keep a promise. When two parties enter into a transaction, they are obligated as moral beings to play out the transaction in the way that both parties expect. But this overlooks a broader understanding of the moral possibilities of the market. Just as Shakespeare’s Shylock can stand on his contract with Antonio not because Antonio is bound by honor but because the enforcement of contracts is seen as important to maintaining a kind of social arrangement, today’s contracts serve a fundamental role in the functioning of society. With The Dignity of Commerce, Nathan B. Oman argues persuasively that well-functioning markets are morally desirable in and of themselves and thus a fit object of protection through contract law. Markets, Oman shows, are about more than simple economic efficiency. To do business with others, we must demonstrate understanding of and satisfy their needs. This ability to see the world from another’s point of view inculcates key virtues that support a liberal society. Markets also provide a context in which people can peacefully cooperate in the absence of political, religious, or ideological agreement. Finally, the material prosperity generated by commerce has an ameliorative effect on a host of social ills, from racial discrimination to environmental destruction. The first book to place the moral status of the market at the center of the justification for contract law, The Dignity of Commerce is sure to elicit serious discussion about this central area of legal studies.

Markets and the Moral Foundations of Contract Law

The Dignity of Commerce

Randy E. Barnett

Contracts: Cases and Doctrine features a mix of lightly-edited classic and contemporary cases that stresses current contract doctrine along with the essential lawyering skill of case analysis—how to sift through the facts of the case to discern the prevailing rules and theory. Randy Barnett and Nate Oman’s innovative text introduces each case and provides the historical background of the iconic cases that make the study of contract law engaging. Study Guide questions help students identify salient issues as they read each case. Judicial biographies of each judge provide additional context. The Seventh Edition has been edited to delete materials that are seldom covered in a 1L class. This edition adds new cases that have been chosen for their topicality, facts, or pedagogical usefulness. New areas covered include so-called “smart contracts” and the relationship between restitution and contract. As always, we have tried to focus on cases with facts that will be easier to teach. New cases in this edition include a contract with a spy that turns out to be a double agent for the KGB, the effect of pandemics on contractual obligations, the gambling shenanigans of a royal prince, and emotional support animals. New to the Seventh Edition: In order to keep the size of the book manageable, we have eliminated the section on the signature requirement under the statute of frauds and have slimmed down the materials on internet contracting, which is no longer the “cutting edge” area that once it was. New cases include: Attorney General v. Blake (restitution damages for breach of contract against a British spy who defected to the USSR) Snepp v. United States (squib) (constructive trust against an American spy for breach of contract) Al-Ibrahim v. Edde (denied an unjust enrichment remedy to unwind a contact declared unenforceable for illegality) Pelletier v. Johnson (claim for unjust enrichment allowed to unwind a contract declared unenforceable for illegality) Carter Baron Drilling v. Badger Oil Corp. (discussing the parole evidence rule under the UCC) C.R. Klewin Inc. v. Flagship Properties, Inc. (the exception to the 1-year requirement under the statute of frauds) Cohen v. Clark (case imposing liability on a breaching party that everyone agrees breached in “good faith”; illustrates the strictness of contractual liability) Hanford v. Connecticut Fair Ass’n, Inc. (public policy exception for public health in time of a pandemic) B2C2 Ltd v. Quoine Ltd Pte (unilateral mistake case dealing with “smart contracts”) Professors and student will benefit from: Case-based approach that gives students ample doctrinal materials to sift through for facts and analyze for prevailing rules and theory. Cases that are lightly edited, or presented as whole as possible, to give first-year students the opportunity to develop case-analysis skills. Restatement and UCC sections integrated to encourage students to consult them as they read the cases. Iconic and contemporary cases combined to show how the classic cases are still relevant. Chapters that begin with a brief, accessible textual introductions. Study Guide questions before each case help focus student attention on salient issues. Flexible organization begins with Remedies, but chapters can be taught in any order.

Nathan B. Oman

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