Towards a Theory of Contract

Abstract A complete theory of contract law should answer two questions. The first is an analytic question about the nature of contractual obligation. What sorts of events give rise to a contractual obligation and what is the content of the obligations thus created? In particular, how are those events and obligations similar or dissimilar to the events and obligations that are the focus of tort law, unjust enrichment law, or equity? Where, in other words, should contract be situated on the map of private law? The second question is a normative or justificatory question: how, if at all, can contract law be justified? What is the moral basis, if any, for enforcing contractual obligations? Do rights, utility, or something else-or nothing else-underpin contract law? The analytic and normative questions are related. The justification for contractual obligation turns in part on what sort of a thing a contractual obligation is. And-though the point is more complex and controversial-our understanding of the nature of contractual obligations is determined in part by our views on what sorts of obligations are, or at least might conceivably be, legitimately enforced.