The Restatement (Second) of the Law of Contracts is a legal treatise from the second series of the
Restatements of the Law, and seeks to inform judges and lawyers about general principles of
contract
A contract is a legally enforceable agreement between two or more parties that creates, defines, and governs mutual rights and obligations between them. A contract typically involves the transfer of goods, services, money, or a promise to tr ...
common law. It is one of the best-recognized and frequently cited legal treatises
[Acceptable citation format under the Bluebook: "Restatement (Second) of Contracts § ___ (1981)." The Bluebook: A Uniform System of Citation § 12.8.5 (Columbia Law Review Ass'n et al. eds., 17th ed. 2000)] in all of
American
American(s) may refer to:
* American, something of, from, or related to the United States of America, commonly known as the "United States" or "America"
** Americans, citizens and nationals of the United States of America
** American ancestry, pe ...
jurisprudence
Jurisprudence, or legal theory, is the theoretical study of the propriety of law. Scholars of jurisprudence seek to explain the nature of law in its most general form and they also seek to achieve a deeper understanding of legal reasoning ...
. Every first-year law student in the United States is exposed to it, and it is a frequently cited
non-binding authority in all of U.S.
common law
In law, common law (also known as judicial precedent, judge-made law, or case law) is the body of law created by judges and similar quasi-judicial tribunals by virtue of being stated in written opinions."The common law is not a brooding omniprese ...
in the areas of contracts and commercial transactions.
It is a work without peer in terms of overall influence and recognition among the bar and bench, with the possible exception of the
Restatement of Torts. The
American Law Institute began work on the second edition in 1962 and completed it in 1979; the version in use at present has a copyright year of 1981.
For an explanation of the purpose of a restatement of law, see
Restatement of the Law.
Use and commentary
Legal scholars and jurists have commented extensively on the Restatement, both in contrasting it with aspects of the first Restatement, and in evaluating its influence and effectiveness in reaching its stated objectives. It is in this context of ''direct review'' that one can find numerous arguments both favoring and criticizing some aspects of the Restatement as an independent source of legal scholarship.
Although several sections of the Restatement contained new rules which sometimes contradicted existing law, courts citing these sections have predominantly adopted the Restatement's view, citing them as a court would cite statute or code.
[Gregory E. Maggs, ]
Ipse Dixit: The Restatement (Second) of Contracts and the Modern Development of Contract Law
', 66 Geo. Wash. L. Rev. 508 (1998).
Far more common, however, is the practice of citing the Restatement to clarify generally accepted doctrine in every major area of contract and commercial law. It is in this context of ''legal research'' that one can find the Restatement used as direct substantiation and
persuasive authority, to validate the arguments and interpretations of individual legal practitioners.
[Restitution in the Second "Restatement of Contracts"Joseph M. Perillo''Columbia Law Review'',Vol. 81, No. 1 (Jan., 1981), pp. 37-51][
Contracts: Expanded Application of Promissory Estoppel in Restatement of Contracts Section 90: Hoffman v. Red Owl Stores, Inc. ''Michigan Law Review'', Vol. 65, No. 2 (Dec., 1966), pp. 351-358]
Legacy
Although the Restatement of Contracts is still an influential academic work, certain aspects have been superseded in everyday legal practice by the
Uniform Commercial Code. Specifically, the UCC has replaced the Restatement (Second) of Contracts in regard to the sale of goods. The Restatement (Second) of Contracts remains the unofficial authority for aspects of contract law which find their genesis in the common law principles of the United States and, previously, England.
See also
*
Arthur Linton Corbin, first reporter
*
Corpus Juris Secundum
References
{{reflist, 2
United States contract law
1979 in law
Legal treatises