Table of Contents

Preface to the First Edition

Preface to the Second Edition

1
Introduction: The Life of Contract

2
Contract as Promise
Promise
The Moral Obligation of Promise
What a Promise is Worth
Remedies in and around the Promise

3
Consideration

4
Answering a Promise: Offer and Acceptance
Promises and Vows
Acceptance and the Law of Third-Party Beneficiaries
The Simple Circuitry of Offer and Acceptance
Rejections, Counteroffers, Contracts at a Distance, Crossed Offers
Reliance on an Offer

5
Gaps
Mistake, Frustration, and Impossibility
Letting the Loss Lie Where It Falls
Parallels with General Legal Theory: An Excursion
Filling the Gaps

6
Good Faith
"Honesty in Fact"
Good Faith in Performance

7
Duress and Unconscionability
Duress
Coercion and Rights
Property
Hard Bargains
Unconscionability, Economic Duress, and Social Justice
Bad Samaritans

8
The Importance of Being Right
You Can Always Get Your Money Back
Conditions
Waivers, Forfeitures, Repudiations


Contract as Promise in the Light of Subsequent Scholarship-Especially Law and Economics


Notes

Index

About the Author

Charles Fried is the Beneficial Professor of Law at Harvard University Law School. He is a former Solicitor General of the United States and a former Justice of the Supreme Judicial Court of Massachusetts. He has published widely across private law and the intersections of law, morality and politics.

Reviews

"Contract as Promise is a landmark in legal thought. Now in its Second Edition, this classic text remains as engaging today as when first published; and a new postscript deftly connects the book's enduring themes to subsequent developments in law and legal theory."
Daniel Markovits, Guido Calabresi Professor of Law, Yale Law School
"Contract as Promise is a classic in contracts and legal philosophy. In his unburdened, elegant style, Fried works through the implications of thinking of contract law as the legal expression of the moral principles of promissory obligation. Both introductory students and seasoned scholars will be very well-served by its reissue and Fried's thoughtful and stimulating re-situating of the work thirty years on."
Seana Valentine Shiffrin, Professor of Philosophy, and Pete Kameron Professor of Law and Social Justice, UCLA
A "readable and provocative book on the philosophical foundations of contract law . . . Fried's argument makes a powerful case for the view that the law of contracts has a recognizable and distinctive intellectual integrity of its own . . . Students will find Fried's unifying hypothesis a helpful aid."
Yale Law Review
"Fried calls into question some of the most deeply held assumptions of contract law [and] argues powerfully for a moral basis of contract. . . Fried's book offers a sensitive and subtle investigation, a richly suggestive vision of contract theory. The study and systematic critical discussion of such theory is of the first importance, for it is a question of nothing less than the relationship between law and morals."
New York Law Journal
"Charles Fried attempts to restate and defend a liberal theory of contract . . . In setting out to defend what is, albeit in modified form, the classical theory of contract, Professor Fried is conscious that he is confronting a considerable weight of modern contract scholarship . . . This Fried confronts or finesses with elegance; grace, and skill."
Harvard Law Review
"Contract as Promise has had nothing short of a transformative effect on the theory of contract. Fried's inimitably eloquent prose made tremendous philosophical depth as well as doctrinal insight uniquely accessible to a new generation of contract scholars, provided a canonical restatement of the liberal tradition in contract theory, and shaped the contours of the academic debate in its field for ideological friends and foes alike. The book's enduring
legacy can hardly be exaggerated, and the timely publication of this Second Edition cements that legacy for many more years to come."
Dori Kimel, Reader in Legal Philosophy, University of Oxford