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Foundational Principles of Contract Law$
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Melvin A. Eisenberg

Print publication date: 2018

Print ISBN-13: 9780199731404

Published to Oxford Scholarship Online: October 2018

DOI: 10.1093/oso/9780199731404.001.0001

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Incomplete Contracts

Incomplete Contracts

Chapter:
(p.497) Thirty-Six Incomplete Contracts
Source:
Foundational Principles of Contract Law
Author(s):

Melvin A. Eisenberg

Publisher:
Oxford University Press
DOI:10.1093/oso/9780199731404.003.0036

Chapter 36 considers issues that result from the incompleteness of a contract. In economic theory a complete contract is a contract that specifies the parties’ rights, duties, and remedies under every possible state of the world. Under this conception every contract is incomplete, because it would be prohibitively expensive to delineate the effect of all possible future states and the consequences of each state. In contract law the term incomplete contract means a contract that is gappy or indefinite in important respects. The law on incomplete contracts concerns when a contract has too many gaps or is too indefinite to enforce, when and how a court should fill gaps in a contract, what is the effect of a provision in an agreement that contemplates the later execution of a final contract, and when is there a duty to negotiate in good faith to make an incomplete contract sufficiently complete or to reach a contemplated final contract.

Keywords:   incomplete, indefinite, final contract, good faith negotiations, gaps

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