LL4EC      Half Unit
Anglo-American Contract Law

This information is for the 2025/26 session.

Course Convenor

Availability

This course in Anglo-American Contract Law has two main aims. First, it will acquaint students with the fundamental ideas in the common law of contracts. Second, students will learn how these common-law ideas have developed differently in England and the United States. The course’s main themes include freedom of contract and its limits; the tension between documentary certainty and tacit understandings; the relevance of extracontractual notions of fairness; and the nature of the judicial role in contractual dispute resolution. We will explore these themes by working through both hypothetical and real cases. Students will learn to apply, compare, and evaluate English and American contract law. Accordingly, the final exam will require students to answer both a problem question and an essay-style question.   

The precise topic list will vary from year to year, and may include:  

• Contract Law in England and the United States: Institutional Comparison 
• The Core Requirements for Binding Contracts in English and U.S. law 
• Precontractual Liability 
• Unconscionability and Standard Form Contracts 
• Interpretation of Contracts: Formalism and Contextualism 
• Implied Terms and the (Limited) Role of Good Faith 
• Change of Circumstances: Frustration and Impracticability 
• Remedies and the Efficient Breach Theory
• Contract Law as a Product on the Global Market for Dispute Resolution

Topics will be chosen according to three criteria. First, though some historical understanding is crucial, the emphasis is on issues with contemporary practical importance. Second, we will focus on ideas that are peculiar to the common law of contracts and otherwise inaccessible to students from a civil law background. Third, we will pay special attention to areas where English and American law have diverged.  Along the way, students will become familiar with the distinctive styles of legal reasoning on display in each country. Students may benefit especially by gaining an understanding of how the United States’ complex and opaque system of judicial federalism works in private law cases.

20 hours of classes in the Autumn Term.

This course has a reading week in Week 6 of Autumn Term.

Essay

1. Randy E. Barnett, Oxford Introductions to U.S. Law: Contracts (Oxford University Press 2010) 
2. Larry DiMatteo and Martin Hogg, Comparative Contract Law: British and American Perspectives (Oxford University Press 2015).  
3. Margaret Radin, Boilerplate: The Fine Print, Vanishing Rights, and the Rule of Law (Harvard University Press, 2014) 
4. Lon Fuller, Consideration and Form, 41 Colum. L. Rev. 799 (1941)  
5. Geoffrey P. Miller, Bargains Bicoastal: New Light on Contract Theory, 31 Cardozo L. Rev. 1475 (2010) 
6. Paul MacMahon, Good Faith and Fair Dealing as an Underenforced Legal Norm, 99 Minnesota Law Review 2051 (2015) 
7. Gregory Klass, Intent to Contract, 95 Virginia L. Rev. 1437 (2009) 
8. John Cartwright, An Introduction to the English Law of Contract for the Civil Lawyer (3rd edition, Bloomsbury, 2016) 
9. Richard A. Posner, Law and Legal Theory in England and the United States (Oxford University Press, 1996) 
10. Patrick Atiyah and Robert Summers, Form and Substance in Anglo-American Law (Oxford University Press 1987) 

Written test (100%)

This assessment will be held under exam conditions and will take place in the January exam period.