§ 1.21 General Contract Law, The Uniform Commercial Code, and the United Nations Convention on Contracts for the International Sale of Goods. [a] General contract law and the Restatements

Contract law interlocks with and overlaps all other legal disciplines. In particular, labor, sales, commercial financing, agency, suretyship, quasi contracts, damages, personal property-to name but a few-are contract permeated subjects about which specialized treatises have been written.

Of late, it has been suggested that there is no law of contracts, or that if there is, it ought to be done away with. The thrust of the argument is that the variety of contractual contexts is so extensive and that the social and economic needs of each kind of transaction is so different that a disservice is done if one attempts to resolve transactional disputes by the application of supposed general principles of contract law.n1 Critics of contract law find additional support in the fact that when disputes arise in business and non-business transactions the parties involved usually resolve the dispute without reference to rules of law.n2 The latter argument is rather simple to dispose of. If neighboring children walk through one's yard as a short-cut to school one has the choice of greeting them with a welcome or with a snarl, and if one wishes, one may resort to a variety of legal remedies to punish them for or stop them from trespassing. The fact that in this context legal remedies are rarely resorted to, hardly means that the law of property is irrelevant. Rather it is the weapon of last resort when other methods of attaining one's goals fail. Similarly the reluctance of many to resort to law to resolve contract disputes may indicate a healthy social system rather than the irrelevance of contract law.

The first argument is much more serious however. Can general principles be formulated to regulate adequately such diverse transactions as military enlistments,n3 credit card purchases,n4 collective bargaining agreements,n5 government construction contracts, maritime charters, house purchases, and the wide wide variety of other consensual transactions? The answer is, and for centuries has been, a broad mixture of yes and no. There are legal questions common to all of these transactions, particularly those involving the nature of consent, capacity of parties, methods of interpretation, necessary formalities, the relationship between the parties' performances, rights of third parties, the discharge of obligations, as well as others. There are also questions unique to each kind of transaction, the business context of maritime charters requires that special rules should apply that do not apply to a contract for sale of a house.

Moreover, increasingly legislators and regulators have staked out various kinds of transactions for the enactment of special rules for the protection of the consumer, for economic regulation, or for other purposes. The coexistence of general rules common to all transactions and special rules for particular transactions was recognized in one of the earliest discussions of contracts available to us in English, by Hugo Grotius,n6 and continues to be recognized in most of the current American literature. Possibly surprising to some, the same general problems addressed by Grotius are addressed in much the same way in the recodification of contract law in Russia at a time when the dominance of the Communist party was unquestioned.n7 It is believed that the persistence of the method of approaching general problems of contract along with special rules for particular contracts throughout the centuries and in countries with diverse economic systems stems not from academic conservatism but from the persistence of similar problems that run through all consensual transactions. To study one kind of transaction in isolation from others would be to ignore the continuity of human behavior and the utility of generalizations.n8 Those who rebel at generalizations might well be reminded of the tale of the empire whose exacting map makers produced a map so accurate that it coincided with the empire point by point.n9 Its uselessness was, of course, total.

Serious criticism has been levelled of late against the adequacy of contract law. The criticism is of two kinds. First, that contract law has not forged adequate tools for coping with contracts of adhesion. This is discussed throughout this treatise.n10 The second criticism is made by Professor Ian Macneil in several challenging books and articles.n11 The thrust of the criticism is that traditional contract doctrine takes as its model the discrete transaction: the contract to sell a horse, a house, a plot of land, or short term services. In today's world such transactions continue but are overshadowed by long-term relational contracts: franchises, collective bargains, long-term supply contracts and the like. The need in the future is to recast much of contract doctrine to consider more adequately the needs of on-going relational contracts. In this he is surely right.

Except in a few American jurisdictions the basic law of contracts is not codified. Contract law is thus primarily common law, embodied in court decision. Many legislative enactments do, however, bear on the subject. Generally, only a few statutes purport to modify a principle running throughout contract law. For the most part legislatures have concentrated on regulating particular types of contracts such as insurance policies and employment contracts. Of particular relevance in recent legislation is Article 2 of the Uniform Commercial Code.

For the guidance of the bench and bar, the American Law Institute in 1932 published a code-like document called the Restatement of Contracts. The Restatement, having been issued by a private organization, does not have the force of law. Nevertheless, it is highly persuasive authority. Leaders of the profession analyzed the often conflicting maze of judicial decisions, attempted to cull the sound from the less sound and then state the sounder views in systematic form.n12 The principal draftsman of the Restatement of Contracts was its Reporter, Samuel Williston. Arthur Corbin served as Reporter for the chapter on Remedies. He also served as one of Professor Williston's advisors.

After a passage of some thirty years, it was felt that there had been sufficient developments in the law for a revised Restatement to be issued. In 1964 the first tentative draft of the initial portion of a second Restatement of Contracts was circulated. The chief draftsman of Chapters 1-9 of the proposed second Restatement was the Reporter for these chapters, Professor Robert Braucher, later a Justice of the Supreme Judicial Court of Massachusetts. Subsequent chapters were drafted primarily by its second Reporter, Professor E. Allan Farnsworth. The final draft was approved in 1979 and published in 1981. It is fair to say that just as the first Restatement largely reflected the views of Professor Williston, the Second Restatement has drawn heavily on the views of Professor Arthur L. Corbin.n13 The views of others, including its Reporters, were influential and the Reporter's Notes give frequent recognition to the sources upon which the provisions were based.