Private law theory must confront the plurality of values that inform the problems that private law addresses in practice. We consider Hanoch Dagan's and Michael Heller's The Choice Theory of Contracts as a case-study in the promise and perils that embracing plural values poses for private law...

The expectation interest remedy requires the promisor to transfer a sum equal to the promisee's expected gain from performance if the promisor reallocates her resources to another use. The theory of efficient breach justifies the remedy because the promisor will either perform, when the...

The law of contracts, at least in its orthodox expression, concerns voluntary, or chosen, legal obligations. When Brody accepts Susan’s offer to sell him a canoe for a set price, the parties’ choices alter their legal rights and duties. Their success at changing the legal landscape depends...

The common law developed over centuries a small set of default rules that courts have used to fill gaps in otherwise incomplete contracts between commercial parties. These rules can be applied almost independently of context: the market damages rule, for example, requires a court only to know...

Contract interpretation is an important subject for lawyers but there are few rigorous economic analyses. We use a formal model to derive the interpretive rule that an “ideal” legal enforcer would adopt. Commercial parties make contracts to maximize gains from trade. Our enforcer is ideal,...

This Article makes two original contributions to the contract interpretation and renegotiation literatures. First, we introduce an under-explored cause of renegotiation failure: party uncertainty regarding the type of court that will interpret their contract. Parties may predict differently how...