Contract Laws In China and America Essay

I. images and Features of covenant and Contr good turn fair play I.Concepts A.Concept and Features of Contr map 1. Concept of Contr manage According to the provision of Article 2 of the prune Law of states Republic of China (hereinafter referred to as hire Law), quail is the agreement in which natural persons, good persons or new(prenominal) organizations with fitting status agree a leafy vegetable intention to establish, alter and hold back polished rights and obligations. announcement was once divided into agreement and convey. Agreement refers to the d solelyyeous printingual act established by both parties consensus with regard to opposite intentions, such(prenominal) as sales agreement. Contract refers to the well-mannered reas 1d act established by two or above three parties consensus with regard to collateral intentions, such as partnership rack. However, such division can no longer be seen in our current integritys and the two be collectively referre d to as select.Contract has its broad and set apart meanings. In the broad sense, sheer refers to every(prenominal) agreements generating rights and obligations, such as labor accept, administrative contract, well-be nonplusd contract, and so on Further more than, civil contract whitethorn in any case be divided into citeors right contract, real right contract, ingenious property contract, identity contract, personality right contract, etc. In the narrow sense, contract refers to the agreement for involved parties with equal status to establish, alter and/or terminate civil rights and obligations. The contract adjusted by the contract practice of practice of licit philosophy of nature is world-widely confined to the contract of creditors right, real right and/or intellectual property, etc. 2. Features of Contract It can be seen from the image of contract contract is the agreement in which natural persons, intelligent persons or other organizations with equal statu s tell a common intention to establish, alter and terminate civil rights and obligations that, contract has the following legal features Contract is a kind of civil legal act implemented by natural persons, legal persons and/or other organizations with equal status.As the most important legal occurrence, civil legal act is the observant act implemented by civil subjects, which can retort, alter or terminate civil right and obligations. Since contract is a kind of civil legal act, it is divergent from fact behavior in nature. Fact behavior refers to the act which does not take the declaration of intention as an essential condition and cannot generate the legal establish expected by the companionship involved, such as infringing act, picking up lost property, etc. In nature, contract as the civil legal act belongs to jurisprudenceful act.That is to say, only under the circumstance that the declaration of intention made by the contracting parties is impartialityful, the contra ct is legally binding and defend by national natural fair plays. On the contrary, in case contracting parties make illicit declaration of intention, the agreement, even already reached, whitethorn not have the effect as a contract. As contract is a kind of civil legal act, general regulations of civil law concerning civil legal acts, such as essential condition of civil legal act, the ineffectiveness and revocation of civil act, are all applicable to contract. 3Contract is the civil legal act in which two or more parties declare a common intention. The establishment of a contract shall have two or more parties who declare intention to each other and achieve a consensus. If such declared intentions are not consistent, no contract leave behind be appoint. Even though one companionship cheats or threats or take advantage of the other partys precarious situation to make such other party to conclude a contract which violates its real intention, the party suffering redress is entit led to request peoples woo or arbitrement agency to alter or revoke the contract (Article 54.2 of the Contract Law. For similar notes cited in the following text, Contract Law will be omitted).Contract is the civil legal act with a view to establishing, altering and terminating civil rights and obligations. Establishing civil rights and obligations refers to that after parties involved conclude the contract pursuant to the law, civil rights and obligations thus come forward between altering civil rights and obligations refers to that after parties involved conclude the contract pursuant to the law, the previous civil rights and obligations between them is changed and new civil rights and obligations are formed terminating civil rights and obligations refers to that after parties involved conclude the contract pursuant to the law, the civil rights and obligations previously existing between them are abolished. Contract is a civil legal relationship generated on an equal and volunta ry al-Qaeda by parties involved. That is to say, the subjects concluding the contract have equal legal status and no party may oblige its will on the other party.Parties of a contract have equal legal status and one party may not impose its will on the other party (Article 3) Parties have the right to conclude a contract voluntarily according to law and no unit or individual may intervene illegally (Article 4). Contract is the civil legal act which is legally binding. The contract concluded according to law is legally binding upon parties involved. Parties shall perform their obligations as agreed and may not alter or terminate the contract with no consent The contract concluded according to law is protected by law (Article 8). Unless otherwise specified by law such as force majeure, the party who fails to perform the contract or whose military operation of obligations does not conform to that prescribed in the contract shall assume the liabilities for breach of the contract to c ontinue to perform the contract, adopt remedial measures or compensate losses.B. Concept and Features of Contract Law 1. Concept of Contract Law Generally speaking, the concept of contract law may be comprehended in the broad and narrow sense. In the narrow sense, given contract is the consensus of parties to the contract in nature, contract law is deemed as the law implementing the ensure and agreement of parties involved. The core of contract law is the step in of promise. However, the concept of contract law in the narrow sense confines the contract law to normalizing the establishment, effectiveness, performance and default liability of the contract, just now excluding the non-establishment, ineffectiveness and revocation at that placeof.Therefore, the scope contained is not comprehensive. fair as Bayless stated, The contract law pays attention not only to enforceable contracts and agreements, but to adjusting the result of no contract or agreement concluded. Therefore, the concept of contract law in the narrow sense is not suitable to apply. The concept of contract law in the broad sense proceeds from the object normalized thereby, namely the transaction relation, and defines the contract law as the law relating to the individual transfer of property or labor service. Most scholars in our soil also consider that contract law is the law adjusting the dynamic property relations.Both contract law and real right law adjust the property relations, however, the real right law stipulates and adjusts the static state of property relation patch the contract law stipulates and adjusts the dynamic state of property relation. Given that the contract law comprehensively adjusts the transaction relation and the establishment of a contract equals to the formation of a transaction, the performance, alteration, cancellation and termination of the contract constitute the transaction process. Consequently, its necessary for the contract law to stipulate the procedures to conclude the contract by parties involved, ineffectiveness and revocation of the contract, remedies upon the ill or part failure to perform the contract, sundry(a) specific contracts, etc. In a word, any and all transaction relations may be adjusted by the contract law. The definition of contract law as the law adjusting the transaction relation precisely summarizes the nature and functions of the contract law.2. Features of Contract Law The contract law takes adjusting the transaction relation as its content and is applicable to various civil contracts, which determines the contract law has the features different from those in other departments of civil law (such as personality right law). These features are Contract law has strong randomicity. Under the condition of commercialize economy, the transaction outgrowth and property development require the market subjects to be independent and fully express their wills. Laws shall leave broad space for the transaction activities of market subject and the intervention of government in scotch activities shall be limited to the extent prescribed in the contract. The requirements put forward by the market economy against the law which endow parties with freedom to act as far as possible are thoroughly expressed in the contract. Therefore, the contract law mainly regulates the transaction through random norms alternatively than mandatory norms.For example, though the contract law stipulates various contracts with certain titles, it does not necessarily require parties to design the contract content precisely in conformance with the provisions prescribed in law concerning the contract with certain title, but parties may negotiate to determine the contract articles freely. As long as the articles negotiated by parties dont violate the prohibitive regulations of laws, social public interest or public morality, the effect of the contract is acknowledged by law. Notwithstanding law stipulates the contracts with c ertain titles, parties are not prohibited from creating new contract forms. Although the form to establish a contract is stipulated by law, unless otherwise specially prescribed close the contract form, parties are allowed to freely choose the contract form in principle. In short, a majority of norms of the contract law may be modify by parties through agreements.The contract law also takes the freedom of contract as its basic principle therefore, the contract law can be called as law at will in this connection. Contract law emphasized the principle of consultation on an equal footing and compensation of equal shelter The object normalized by the contract law is transaction relation, which requires the principle of consultation on an equal footing and compensation of equal value in nature. Just as Marx indicated, the commodity is equal by nature. In the exchange of commodities, only the owners of commodities with equal status stand at opposite sides, and the means of occupying ot hers commodities may only be used to alienate their own commodities.The exchange of commodities inevitably requires conforming to the law of value so as to carry out the exchange of equivalent labor, which determines that the contract law attaches more importance to the principle of consultation on an equal footing and compensation of equal value than other laws of civil law. Contract law is a identical property law. Market economy is an open economy, which demands for the integration of domestic market with international market, domestic trade and international trade. As the basic law of the market economy, the contract law should not only reflect the requirements for a uniform market with a set of uniform rules, but also integrate with international conventions. Contract law is the law producing social wealth. Market economy is a unquestionable credit economy, with all credit brasss established on the derriere of contract relations. A developed credit economy needs promise an d agreement.At the same time, the more solid and ordinary the promise and agreement are, the more developed the credit economy is. II. Comparison of Development narrative and Textural Difference between Chinese and American Contract Laws A. contrasting Development Histories of Contract Legal Systems in China and US 1. Emergence of Contract and Contract Law Contract is the result of commodity economy, which emerges along with the maturation of commodity economy and develops along with the development of commodity economy. The contract law is accompanied with the emergence and development of the contract.In later period of clan society, delinquent to the emergence and accumulation of private property, the exchange of products among people was becoming increasingly extensive and certain rules came into shape gradually. In the beginning, these rules were guaranteed by oaths, tradition and other ways. When the oaths, customs and other ways were incapable to guarantee the implementa tion of trading rules, the social community emerging as the times required (organ of state power) thus hypothesise legal norms to supersede the foregoing. The earliest contract law of human society was developed from customs, so its called as customary law. However, the continuous development of society, in particular the development and change of social imbalance, made the customs different in various regions and groups, which resulted in customs here and now being inconsistent with those there and then, thus leading to transaction frays.This compulsive that the written law would gradually substitute the customary law. The Code of Hammurabi promulgated by ancient Babylonian empire in the 18th carbon BC is the most ancient and most well-preserved written law discovered so far in the building block world, which has 282 articles in total, among which over 120 stipulates contract norms directly. The Twelve Tables and Corpus Juris Civilis promulgated by ancient Rome have more comp lete legal norms astir(predicate) contract, acting as the most complete and typical law reflecting the production and exchange of commodities among ancient laws and playing an important section in the principle of capitalist countries in later ages. The French Civil Code in 1804 was found on papist law.The civil laws in European countries, except Britain, mostly originated from Roman law and formed the supposed Roman Law System. Along with the colonial expansion of these countries, the bear on of Roman law was further extended to more regions of the world. After the Second World War, the contract law of early modern period was properly modified to become the modern contract law. 2. Development History of Chinas Contract Law The ancient laws in our country had roughly regulations about the contract. According to the records of Rites of Zhou, there appeared written contracts such as panshu (bamboo or wooden slips on which the texts of borrow and loan are written), zhiji (sal es contract), fubie (borrow and loan contract) in Zhou Dynasty. Where any party asks for the government authority to deal with any dispute arising from debt borrow and loan, the case may only be accepted with the panshu previously concluded present.Where any dispute arises from a borrow and loan contract, the official in charge of trying such dispute should make a judgment according to the articles specified in fubie. Where any dispute arises from a sales contract, the official in charge of trying such dispute should make an award according to the articles specified in zhiji. every last(predicate) these written contracts were main basis for government authorities to judge right and wrong and determine the debt liabilities. In the following dynasties of Qin, Han, Sui, Tang, Song, Yuan, Ming and Qing, laws had several regulations about contract and contract constitution. However, in ancient times, our country was incessantly with the agricultural economy which was self-sufficient and self-supporting, and the commodity economy was not developed. As a result, the norms of contract law centering on trading rules was also not developed, with no specialized civil code.Even in the collection of various laws such as Tang Code and Great Qing Legal Code, articles pertaining to contract and contract system are also rarely seen. Since the founding of the Peoples Republic of China, the contract law of our country has achieved significant development. In the initial stage of new China, the Financial and Economic Committee of the Government Administration Council under Central Peoples Government promulgated the Interim Measures for Organs, State-owned Enterprises and accommodative societies to Conclude Contracts or Agreements on September 27, 1950, and the Trade Department acquired the Decision Pertaining to Earnestly Concluding Contracts and Strictly ImplementingContracts as well as the norms relating to various specific contracts such as sales contract and contract la bor agreement of capital construction in the same year, all of which ascertain the legal norms of contract system and contract in the new China. Needless to say, due to the impact of wrong course and wrong trend of thought, the legal nihilism was rearing and the contract system was once cancelled in late 50s. Especially in the period of the Great Cultural Revolution, all the contract systems, relevant laws and regulations were discarded. In the Third Plenary Session of the Eleventh Central Committee of the Party, the wrong policy of taking the class struggle as the synopsis was abandoned, the focus of work of the Party and the nation was shifted to developing economy, and the strategic decision of reform and opening up to the outside world was made in the session. All of these opened up a promising prospect for the development of contract legislation.The Economic Contract Law, Economic Contract Law Involving Foreign Interest and engine room Contract Law were successively approved by the Standing Committee of the National Peoples congress on December 13, 1981, March 21, 1985 and June 23, 1987. It is peculiarly worth mentioning that the General Principles of the Civil Law approved in the Fourth Session of the Sixth National Peoples Congress explicitly regulates the system of civil rights and the system of civil liabilities, playing a very important role in perfecting the system of contract laws in our country. Through more than a decades legislation, our country has formed the legal system of contract laws which is guided by the General Principles of the Civil Law, backboned with Economic Contract Law, Economic Contract Law Involving Foreign Interest and Technology Contract Law, and based on the contract norms in specialized laws such as Maritime Law, Civil aura Law and Copyright Law and a set of administrative laws and regulations normalizing contracts.All these laws have greatly promoted the economic development and the establishment and development of s ocialist market economy in our country. However, along with the establishment and development of socialist market economy, this legal system gradually presented new defects. In order to adapt to the requirements of economic construction and development, its necessary to proceed from the actual situations of our country, summarize the experience of ten years contract legislation and borrow general international practices to formulate a uniform and relatively complete contract law.On October 1993, the Commission of Legislative Affairs of the Standing Committee of the National Peoples Congress embarked on drafting the contract law on the basis of the legislation program approved in the Eighth Standing Committee of the National Peoples Congress. According to the advice from all sources, the Standing Committee of the National Peoples Congress further modified the draft for many times to form the Contract Law of Peoples Republic of China (Draft) and submitted it to the Second Session of t he Ninth National Peoples Congress for deliberation. Through stern and earnest deliberation by peoples representatives, this important law was finally approved on March 15, 1999, which is a glorious page in the legislation history of the Republic, marking that the legislation of our countrys socialist market economy is ushering a new phase.3. Development History of American Contract LawAs a whole, the American laws are developed on the basis of inheriting British laws. Although American laws are influenced by British laws at different levels in different fields, the contract rules formed in the British common law and equity law have a significant impact on American contract law. Therefore, when investigating the historical evolution of American contract law, its necessary to review the early development history of British contract law. a. Lawsuit of Promise in Early Britain In the medieval period, British law had not formed the concept of contract. The earliest to emerge was the so -called lawsuit of promise, namely, when the promisor violated his/her promise, the promisee top executive file a lawsuit with the court to force the promisor to implement the promise. The principle pursued by common court when trying such lawsuit was only making a promise cannot generate a right of action under normal conditions, promise doesnt have the effect of overbearing execution, exceptional situations excluded. In contrast to the practice of common court as mentioned above, other courts showed more active lieu towards accepting the lawsuit of promise.First of all, ecclesiastical court regarded the promise with oath as an irreversible one according to canon law and rendered the implementation. Secondly, in the court of equity, the Chancellor decided that since one party suffered loss be get along of the other party failure to perform his/her promise, such party shall obtain the compensation. However, till the 16th ampere-second AD, common court won the battle with the cou rt of equity and ecclesiastical court striving for jurisdiction. In this process, the jurisdiction of common court was increasingly hypertrophied and the common law became the main part of British law. The opportunity for the contract law to develop through the judgments of ecclesiastical court and court of equity was always limited. From the 15th to the 16th cytosine, along with the development of the relations of commodity production within the feudal society, to develop a kind of general basis for enforceable promise within the previous lawsuit procedures of common law was the urgent task to be resolved which was confronted by common court.At the beginning, common court just confirmed more exceptional situations under which the promise may be executed mandatorily. However, this didnt change the basic principle that promise doesnt have the effect of compulsory execution under normal conditions. Since the second half of the 12th century, common court started to confirm the enforc eable effect of sure covenant, which was a kind of written promise with a seal on. Some people considered, if common court could loosen its requirements about the form of this written document, such document may also be mandatorily executed even with no seal on.The existence of such covenant might become the general basis of the compulsory execution of promise, while till the 14th century, this possibility disappeared. Common court considered, the seal not only proved that one party had already made a promise, but also indicated that the promisor had seriously expressed that he/she would perform the promise for the promisee. Therefore, a covenant which was not sloshed couldnt be compulsorily executed. At the end of the 12th century, common court started to confirm the debt of a borrow and loan relation as the cause of action In case one person borrowed an amount of money from another person, the borrower should pay back the money to the lender. If not, the lender might file a laws uit with the court to force the borrower to pay back money. Later on, common court further expanded the scope of lawsuit of debt repayment Once a person granted a kind of material interest to another person, such person might lodge a lawsuit of debt repayment against the latter(prenominal) one, no matter the interest leave aloned was a valuable thing or personal service.However, the existence of such debt also didnt become the general basis of the compulsory execution of promise for this debt was only confined to the interest which was already granted to others. If a promisee just accepted a promise from the promisor while obtained no actual interest from the promisor, he still couldnt lodge a lawsuit of debt repayment. In the beginning of the 15th century, common court developed such a principle in its judgment If someone made a promise of undertaking some kind of obligation to another one, and the promisee suffered alter in the process of the promisors performance of the obligat ion, the promisee might lodge a lawsuit to require the promisor to compensate. This is called the Action of Assumpsit for Misfeasance, whose basis was the theory of law of torts then already approved.In this kind of lawsuit, if the promisor didnt perform the obligation it undertook, the promisee couldnt obtain the remedy. In the second half of the 15th century, the resolve of common court realized that, in order to win the battle for jurisdiction with other courts, the scope of lawsuit of commitment must be expanded. clean legal precedent rule in this period was If the promisor changed his status due to his dependence on the promise and the non-performance of the promisor made the promisee suffer damages, the promisee might also obtain the remedy. Till the 16th century, the previous scope of lawsuit of commitment was newly expanded, namely, when two persons made promises to each other and the promise of one party constituted the transaction object promised by the other person, eve n if no party of the two performed his obligation, the promise to be carried out shall have the effect of compulsory execution.The reason to adopt such rule was that, once the promise was made, the promisee has an expectation for the implementation of the promise, which should be protected, even if the promisee didnt perform the corresponding obligation, nor suffered damages. Generally speaking, the 17th and the 18th centuries were the period during which British contract law slowly developed. b. Evolution of American Contract Law in Modern alliance The American historian Henry Maine said in 1861 that, till now, the movement of this developing society has always been a movement from identity to contract. This sentence indicates the ambiguous revolution undergone by western society from the feudal times of middle ages to the times of capitalistic capitalism In the feudal society, human relation was determined by their identity in the period of laissez-faire capitalism, human relat ion was determined by the agreement reached between them. The whole 19th century is regarded as the century of contract by western historians.The United States, just independent from the colonial domination of the Great Britain, entered in such a century soon after its establishment. In this period, main systems of British and American contract laws were both confirmed. With regard to the main body, American contract law remained consistent with British contract law. In this period, the consistency of American contract law with that of western countries was The contract concluded by parties involved was generally considered as having the effect of compulsory execution. Once confirmed, such effect shall become absolute, and may not be changed by state will. In the second half of the 19th century, as the laissez-faire economy developed toward an extreme orientation, to safeguard individuals right to freely conclude contracts had become the primary goal of laws. In the eyes of American s at that time, in nature, justice is to safeguard lawful contracts.The freedom of contract in the 19th century gave a full display of personal independent will and made private economy taking the struggle for existence as the motive power obtain rapid development with no government rampart and intervention. However, in late 19th century and early 20th century, the defects caused by this unlimited freedom of contract had fully appeared. In this period, contract laws of western countries underwent a new round of modification. The result was, the previous social movement from identity to contract started to turn to the social movement from contract to identity. In the US, since this century, curiously since the Roosevelts New Deal in the 30s, personal freedom of contract has received more and more restrictions.Today, the identity is playing an important role in determining the relation of rights and obligations among people for the second time Workers are protected by workers compen sation law due to their identity, and the article of employment contract preventing the employer from undertaking the compensation liability for industrial accidents is no longer legally binding. Similarly, the lessee of rental agreement, the insurer of insurance contract and the demanders of various contracts of public service are all protected by certain laws due to their special identities. It can be seen from the aforementioned change that, in modern American contract law, to provide special legal protection for the vulnerable party of a transaction has already become a consistent policy.Another feature displayed by American contract law in the process of its modern development and evolution is that, the impact of traditional British common law and systems and principles of other laws is decreasing, which is fully reflected from the fact that the Uniform Commercial Code abandoned and modified the traditional system of British contract law. B. Textual Difference and its Reasons b etween Chinese and American Contract Law Systems Given the development history of contract and the difference between Chinese and American political systems, there are following features when comparing Chinese contract law with American contract law First, the contract law in our country is a uniform contract law applicable to all regions of China, whether in capital Beijing or western provinces. Second, this contract law is drafted with a round axis vertebra structure.Basic principlesare firstly stipulated, and then some specific contracts, such as sales contract, lease contract, etc. In this way, the basic principles are regarded as the axis, and many specific contracts are radiated to satisfy different transaction requirements. For example, the transport contract has the problem which cannot be covered by basic principles. This problem can be resolved by combining the axis and the excircle. American political system is different from Chinese political system, and the development history of American contract law is also different. In America, its unrealizable for the legislative body to approve a law with the two features as mentioned above. America has no uniform contract law, nor state contract law. The international contract laws, such as the United Nations Convention on Contracts for the International Sale of Goods (CISG) and New York Arbitration Treaty are commonly used in all used in the whole United States.However, with regard to the contract among American individuals, no law is promulgated by the federation. Consequently, there is no federal legislation with a round axis structure in America. Basically, each state has its own contract law and is responsible for developing basic principles of such law. The contract law of one state is not only applicable to the court of the state, but also binding on the federal court sometimes. In other words, as long as the state contract law exists, the federal court shall apply it. Of course, when 50 different contract laws are adjusting the same legal fact, the court will be confronted with a problem, namely, how to achieve the consistency of application of law? Its also necessary to notice that American contract law is developed by the court rather than the legislative organ. You must be familiar with the concept of common law, which was formed in Britain and then introduced to America. The contract concept of the common law is formed through a long time. Their judges make the judgment and give opinions on the judgment.Now, in this connection, the greatest exception is the UCC. American UCC is a uniform law. In America, every state has its own laws, but these laws cannot cover all transactions. Some are involved with transaction of several properties, such as the transaction and lease of products and some are related to bank business, security trading, e-commerce, etc. However, the construction contract and real estate contract are adjusted by commercial law. Since different state laws may result in different court judgments, if the Congress can approve a law with the round axis structure, these problems will be soon resolved, because doing that can get all transactions under the adjustment of one law.C. Summary The development histories of Chinese and American contract law systems are different. Chinese culture has a long history and the contract law system was born very early. On the contrary, the US is a new country breaking away from the colonization. Although American economy is developing rapidly, its legal systems are mainly inherited from the Britain especially the American contract law is significantly influenced by the contract rules formed in Britain common law and equity law. In short, China has a uniform contract law applicable to the whole nation, while America has no uniform contract code other than international contract laws.In addition, the difference of Chinese and American political systems leads to a great difference in the textural structures of Chinese and American contract law systems Chinese contract law system is based on basic principles which guides various specific contract law systems so as to form a complete set, while America has neither way of basic principles in the contract law nor uniform contract law applicable to the whole nation. All in all, the development history and political system of a country influence its legal system. III. Conclusion The economic globalization and political polarization are two trends of the world development. Since China has joined the WTO, how to array our laws is the central issue in the field of law. Nowadays, the world has ushered in the era of knowledge economy and the advancement of science and technology is crucial to the economic development.However, the development of economy as well as the development, transfer and application of technology will inevitably require reforming the traditional contract law system. Some countries have already been reforming the current c ontract law systems quietly. The birth of Chinas new Contract Law is confronted with the era of knowledge economy rather than that of plan economy or the transitional period from planned economy to market economy. The development of science and technology in the era of knowledge economy is so vigorous that its probable that difficulties in application will soon emerge after the implementation of new contract law, or even some regulations are already outdated. This situation may be considered as normal because law is the superstructure, which is always behind the economic development. Therefore, any law has to be continuously reformed and perfected.Bibliography1. http//legal-dictionary.thefreedictionary.com 2. Wilmot et al, 2009, Contract Law, Third Edition, Oxford University Press 3. Ewan McKendrick, Contract Law Text, Cases and Materials (2005) Oxford University Press 4. P.S. Atiyah, The Rise and Fall of Freedom of Contract (1979) Clarendon Press 5. Randy E. Barnett, Contracts (2 003) Aspen Publishers 6. Scott Fruehwald, Reciprocal self-sacrifice as the Basis for Contract, 47 University of Louisville Law Review 489 (2009).