Hung Chi Chen (Peacemaker Law Firm) has posted The Unilateral Contract Fallacy on SSRN. Here is the abstract:
The conventional account of unilateral contracts treats completed performance as the moment of acceptance. That formulation appears simple, but it compresses three distinct questions into a single event: when the offeree objectively assents to the proposed exchange, whether the offeree promises to complete the invited act, and when the offeror’s duty to pay becomes due. The compression produces the familiar interval problem. Once the offeree begins performance, the offeror is constrained, yet the orthodox account continues to say that acceptance has not occurred. Restatement (Second) of Contracts section 45 responds by constructing an option contract while keeping the principal promise conditional on completion. This Article argues that the perceived gap is substantially created by classification itself. If legal analysis begins with objective manifestation rather than the label “unilateral contract,” commencement of the invited act may already communicate assent to the exchange architecture. That conclusion does not make the offeror’s reward immediately payable, nor does it necessarily impose on the offeree a duty to finish. Completion, assent, promissory obligation, breach, and remedy must be analyzed separately. The Article develops a temporal model that preserves section 45 as positive doctrine while exposing its conceptual cost, explains when commencement should and should not imply a return promise, and shows why nominal or absent damages cannot determine whether an obligation was undertaken. Classification should describe the legal relation after interpretation; it should not dictate the meaning of the parties’ conduct in advance.
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