Foundations of Contract Law or Foundations of Corporate Law

Foundations of Contract Law

Author: Richard Craswell

The only completely up-to-date, broad-based reader in its field, this text brings together important legal studies and a wealth of materials by economists, historians, political scientists, and sociologists to illuminate the intellectual currents and social and political forces behind contemporary practices and procedures. Designed to complement any standard casebook, it will be an invaluable resource both for the required contracts course and for any upper-level contract theory course.

Table of Contents:

	The Rise and Fall of Freedom of Contract	4
	Contract as Promise	9
	Contract Law, Default Rules, and the Philosophy of Promising	16
	Filling Gaps in Incomplete Contracts	22
	Passing on the Costs of Legal Rules	30
	Law and Economics	42
	The Efficient Breach Fallacy	44
	Contract Remedies, Renegotiation, and the Theory of Efficient Breach	46
	The Mitigation Principle	56
	Unity in Tort, Contract, and Property	59
	Beyond Foreseeability: Consequential Damages in the Law of Contract	67
	Contract Damages and Cross-Subsidization	72
	Information and the Scope of Liability for Breach of Contract	76
	Cost of Completion or Diminution in Market Value	81
	Proposals for Products Liability Reform	86
	The Case for Specific Performance	93
	Liquidated Damages, Penalties, and the Just Compensation Principle	100
	Efficiency Implications of Penalties and Liquidated Damages	105
	The Mitigation Principle	115
	Good Faith in the Enforcement of Contracts	118
	Punitive Damages: Divergence in Search of a Rationale	127
	Impossibility and Related Doctrines in Contract Law	141
	Contract as Promise	145
	Mistake, Frustration, and the Windfall Principle of Contract Remedies	149
	Relational Contracts in the Courts	154
	Mistake, Disclosure, Information, and the Law of Contracts	160
	Legal Secrets	166
	A Theory of the Consumer Product Warranty	174
	Principles of Relational Contracts	181
	Relational Contracts in the Courts	187
	Economic Analysis of Contractual Relations	193
	Transaction Cost Determinants of "Unfair" Contractual Arrangements	201
	Problematic Relations: Franchising and the Law of Incomplete Contracts	204
	The Law of Contract Modification	211
	The Principles of Consideration	224
	Promissory Estoppel and Judicial Method	232
	The Promissory Basis of Section 90	238
	Form and Substance in Private Law Adjudication	245
	Alchemical Notes: Reconstructing Ideals from Deconstructed Rights	249
	The Language of Offer and Acceptance	252
	Mass Media and Offers to the Public	257
	Modern Unilateral Contracts	266
	Economic Analysis of Law	272
	An Essay in the Deconstruction of Contract Doctrine	273
	Precontractual Liability and Preliminary Agreements	278
	Unconscionability: A Critical Reappraisal	288
	Mass Contracts: Lawful Fraud in California	295
	Judge-Made Law and Judge-Made Insurance	298
	A Reexamination of Nonsubstantive Unconscionability	306
	Distributive and Paternalist Motives in Contract Law and Tort Law	308
	Distributive and Paternalist Motives in Contract and Tort Law	315
	Proposals for Products Liability Reform	319
	Contracts of Adhesion: An Essay in Reconstruction	324
	Contract as Thing	329
	Unconscionability in Standard Forms	332
	A Reexamination of Nonsubstantive Unconscionability	338

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Foundations of Corporate Law

Author: Roberta Romano

The most current and comprehensive anthology of corporate law material available, this reader reflects the enormous changes that have occurred over the past decade in business organization and legal scholarship, covering such topics as capital markets, agency theory, state competition for corporate charters, boards of directors, shareholder voting rights, takeovers, and securities regulation. The selections were chosen for their significance and their accessibility and are supplemented with insightful introductions, notes and questions. Differing viewpoints are juxtaposed for balance of presentation, making the format ideal both for class discussion and for independent study. Taken together, these materials offer a remarkably clear introduction to the analytical concepts that have revolutionized the study and practice of corporate law.