Robert A. Hillman - Principles of Contract Law

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ARTHUR R. MILLER

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GRANT S. NELSON

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Professor of Law Emeritus, University of California, Los Angeles

A. BENJAMIN SPENCER

Justice Thurgood Marshall Distinguished Professor of Law
University of Virginia School of Law

JAMES J. WHITE

Robert A. Sullivan Professor of Law Emeritus
University of Michigan

PRINCIPLES OF CONTRACT LAW

Fourth Edition

Robert A. Hillman

Edwin H. Woodruff Professor of Law
Cornell Law School

CONCISE HORNBOOK SERIES

The publisher is not engaged in rendering legal or other professional advice, and this publication is not a substitute for the advice of an attorney. If you require legal or other expert advice, you should seek the services of a competent attorney or other professional.

West, a Thomson business, 2004

2009 Thomson Reuters

2014 LEG, Inc. d/b/a West Academic

2019 LEG, Inc. d/b/a West Academic

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Printed in the United States of America

ISBN: 978-1-64020-213-9

For the members of the Bob Hillman and His Assorted Followers Club with much
love and appreciation

Preface to the Fourth Edition

The prefaces to the first through third editions set forth the goals, organization, and scope of this book. This fourth edition includes more examples, explanations, and discussions of existing material, and introduces some new topics as well. Technology continues to influence the nature and substance of contract law. Accordingly, I have added more material on online contracting, and even have ventured briefly into the abyss known as smart contracts. I have also supplemented the discussions of consideration, offer and acceptance, promissory estoppel, warranties, remedies, unconscionability, the parol evidence rule, contract interpretation, breach, and excuse. Footnotes cite many new cases decided since the publication of the third edition. As with the third edition, I have also tried to catch typos and have clarified some obtuse language to make this new edition as clear as possible.

Many thanks to my research assistants David Azimov, Jarrett Field, and Trace Maddox for their excellent research and editing of this fourth edition.

Worth repeating still again (see the other prefaces) is my confidence that you will love your contracts course and, hopefully, will find this book quite helpful.

Robert A. Hillman

Ithaca, New York

July 2018

Preface to the Third Edition

The prefaces to the first and second editions (on the following pages) set forth my goals, organization, and the scope of this book. In this third edition, I have added new discussions of accord and satisfaction and arbitration and have supplemented the material on, among other things, duty to disclose, fault in contract law, liquidated damages, restitution, and unconscionability. I have also added cases to the footnotes throughout the book that have arisen since the publication of the second edition. These cases illustrate how the core concepts and principles of contract law discussed in the text remain crucial today. As with the second edition, I have tried to catch typos and have clarified some obtuse language to make this third edition as clear as possible.

Many thanks to my research assistants Phil Mercadante, Michael Milazzo, Damien Rose, and Kirk Sigmon for their excellent contributions to this third edition.

Worth repeating is my confidence that you will enjoy your contracts course and, hopefully, this book. (To determine whether I have just made an express warranty, please see Chapter 3, Part C of this book.)

Robert A. Hillman

Ithaca, New York

August 2013

Preface to the Second Edition

My goals, organization, and the scope of this book remain the same as in the first edition. In fact, lots of text remains intact. So carefully peruse the Preface to the first edition if you want to know what this book is all about.

Why write a second edition, you probably are wondering, in light of the first paragraph above. Well, for one thing, I have edited and revised several sections of the book, mainly to keep up with how changes in technology have influenced contract law. For another, I have supplemented the footnotes with recent cases, including quotations from the cases (as in the first edition). I added cases, not so you will get bogged down reading the footnotes (there are still only a few textual footnotes), but to help you capture how recent decisions treat the core concepts discussed in text and to aid you in your research of recent contract law. Finally, I have caught the typos and cleaned up some obtuse language (I hope) that students using the first edition have enjoyed telling me about.

Many thanks to Daniel Forester, Juan Soto, and Mireille Zuckerman for their excellent research work on this second edition.

I am confident that you will enjoy your contracts course. Hopefully, you will enjoy this book. Good luck!

Robert A. Hillman

Ithaca, New York

August 2009

Preface to the First Edition

I have written this book to help students understand and apply the greatest of law subjects, namely contract law. But it is not a substitute for hard work. I strongly recommend that you read and study the cases in your casebook, take feverish notes in class, and synthesize the material in your own outline of the course. You should use this book to review concepts, to clarify issues that give you trouble even after all your diligent work, and to help you understand how everything fits together. The book should also prepare you well for contracts questions on the bar exam (so keep it in good shape).

To get a feel for the nature and scope of this book, please take a look at Chapter 1, which is an introduction. Here I simply want to list some of the books attributes that will facilitate your understanding of contract law:

1.I have tried to explain concepts clearly and concisely. The writing is informal, and I even have attempted to be humorous at times (you, of course, will be the judge of whether I succeeded).

2.The book contains numerous examples and illustrations of rules and principles. Often, I have taken the liberty of assigning you a role in a problem, on the theory that you will be most interested and attentive if you can envision having something at stake. (For example, Chapter 1 asks whether you have any legal rights to a 2001 Ferrari after you see an advertisement in the newspaper listing the car for sale for $30,000 and you call the owner and say you want to buy the car.)

3.For ease of reading and understanding, the book omits annoying textual footnotes that often confuse the reader or make issues more difficult and complex than necessary. Instead, the footnotes cite cases, articles, and treatises, with most including short quotations to substantiate positions taken in the text. But for a straightforward explanation of rules and principles, you dont have to look at the footnotes at all.