Restatement (Second) of Contracts

Restatement (Second) of Contracts
Name	Restatement (Second) of Contracts
Caption	Cover of the Restatement (Second) of Contracts
Country	United States
Language	English
Discipline	Law
Publisher	American Law Institute
Date	1979

Restatement (Second) of Contracts is a landmark treatise produced by the American Law Institute that synthesizes and clarifies common law principles governing contract formation, performance, and remedies. It superseded earlier doctrinal formulations and has been widely cited by courts, law schools, and practitioners across the United States. Drafted over several decades, it reflects consultations with judges, scholars, and institutions such as the Harvard Law School, Yale Law School, and the University of Chicago Law School.

Background and Development

The project was initiated by the American Law Institute under the leadership of prominent legal scholars including Arthur Linton Corbin, Samuel Williston, and later reporters such as E. Allan Farnsworth and Philip I. Blumberg. Development drew on comparative inputs from decisions of the Supreme Court of the United States, state courts like the New York Court of Appeals and the California Supreme Court, and influential treatises from Oliver Wendell Holmes Jr. to contemporary academic commentary at institutions like Columbia Law School and Stanford Law School. The drafting process engaged advisory committees with members from the Federal Trade Commission, law firms including Cravath, Swaine & Moore, and bar associations such as the American Bar Association. The final text, promulgated in 1979, was the culmination of debates reflected in forums like the American Bar Association Annual Meeting and symposia at the American Association of Law Schools.

Structure and Organization

The Restatement is organized into numbered sections and commentaries that parallel the organizational approaches of the Restatement of Contracts (First), itself influenced by jurists associated with the University of Pennsylvania Law School and the legacy of Samuel Williston. It arranges doctrines into topical chapters addressing formation, interpretation, performance, excuse, breach, and remedies, with cross-references to materials from jurisdictions including New York, California, Illinois, and Texas. The Reporter’s Notes cite cases from courts such as the United States Court of Appeals for the Second Circuit and the Supreme Court of California, and reference academic articles published in journals like the Harvard Law Review, Yale Law Journal, and Columbia Law Review.

Major Doctrines and Principles

The Restatement articulates doctrines including offer and acceptance, consideration, promissory estoppel, mistake, impossibility, impracticability, anticipatory repudiation, and remedies such as specific performance and expectation damages. Its formulation of promissory estoppel drew on cases from the Supreme Court of the United States and state courts like the Massachusetts Supreme Judicial Court and the New Jersey Supreme Court, and influenced doctrines discussed by scholars at Georgetown University Law Center and Duke University School of Law. The text refines the treatment of parol evidence and contract interpretation, citing decisions from courts such as the Pennsylvania Supreme Court and the Florida Supreme Court, and engages with theories advanced at the University of Chicago and University of Michigan Law School.

Influence on American Contract Law

Courts across jurisdictions—including the Supreme Court of the United States, various state supreme courts, and federal courts—cite the Restatement for its persuasive authority in shaping rules on formation, remedies, and equitable relief. It has influenced statutory reforms and codes, including interactions with the Uniform Commercial Code and legislative reforms enacted in states like California and New York. Law schools such as Harvard Law School, Yale Law School, and Columbia Law School adopt it as a teaching tool, and major firms such as Skadden, Arps, Slate, Meagher & Flom rely on its analyses in litigation and transactional practice.

Criticisms and Controversies

Critics from institutions including University of Chicago Law School and commentators in the Harvard Law Review have argued that certain Restatement formulations tilt toward doctrinal pragmatism at the expense of doctrinal fidelity, particularly in areas like consideration and reliance. Litigators from firms such as Baker McKenzie and scholars at New York University School of Law have contested its handling of commercial norms vis-à-vis the Uniform Commercial Code. Debates at venues including the American Law Institute Annual Meeting and panels at the American Bar Association have raised concerns about judicial reliance on a nonlegislative text and the potential for regional variance among state courts like those in Texas and California.

Comparison with Restatement (First) and (Third)

Compared with the earlier Restatement, the Second adopts revised treatments on topics such as reliance, unconscionability, and excuse, reflecting shifts in doctrinal emphasis and reactions to cases from courts like the New York Court of Appeals and the Supreme Judicial Court of Massachusetts. Subsequent efforts toward a Restatement (Third) involved reporters and commentators from Yale Law School and Harvard Law School and addressed gaps perceived in the Second, notably in areas overlapping with the Uniform Commercial Code and commercial practice in centers such as Chicago and Los Angeles. The evolution mirrors broader jurisprudential dialogues captured in journals like the Michigan Law Review and the University of Pennsylvania Law Review.

Adoption and Use in Court Decisions

State and federal judges have cited the Restatement in landmark decisions from the Supreme Court of the United States and state high courts including the California Supreme Court, New York Court of Appeals, and the Texas Supreme Court. Key appellate opinions from the United States Court of Appeals for the Second Circuit, the United States Court of Appeals for the Ninth Circuit, and the United States Court of Appeals for the Fifth Circuit reference its sections on breach and remedies. Its authority is often invoked in commercial litigation handled by firms such as Latham & Watkins and in arbitration contexts administered by institutions like the American Arbitration Association.

Category:United States contract law Category:American Law Institute