Often cited by the courts, Restatement of the Law of Contracts constitutes a thorough revision and updating of the original, out-of-print 1932 first edition. It embodies additions inspired by the Uniform Commercial Code and improves the blackletter formulations by altering the order or scope of topics to enhance clarity or reduce redundancy. Many parts have been redrafted in the interests of simplification, precision, or refinement of analysis. Tables list citations of court cases, statutes, and other authorities included in the Restatement of the Law. Also of note are the:
A party bears the risk of a mistake when
(a) the risk is allocated to him by agreement of the parties, or
(b) he is aware, at the time the contract is made, that he has only limited knowledge with respect to facts to which the mistake relates but treats his limited knowledge as sufficient, or
(c) the risk is allocated to him by the court on the ground that it is reasonable in the circumstances to do so. Where a writing that evidences or embodies an agreement in whole or in part fails to express theagreement because of a mistake of both parties as to the contents or effect of the writing, the courtmay at the request of a party reform the writing to express the agreement, except to the extent thatrights of third parties such as good faith purchasers for value will be unfairly affected. A mistaken party's fault in failing to know or discover the facts before making the contract does not bar him from avoidance or reformation under the rules stated in this Chapter, unless his fault amounts to a failure to act in good faith and in accordance with reasonable standards of fair dealing. In choosing among the reasonable meanings of a promise or agreement or a term thereof, that meaning is generally preferred which operates against the party who supplies the words or from whom a writing otherwise proceeds. [...]
The Restatement (Second) of the Law of Contracts is a legal treatise from the second series of the Restatements of the Law, and seeks to inform judges and lawyers about general principles of contract common law. It is one of the best-recognized and frequently cited legal treatises[1] in all of American jurisprudence. Every first-year law student in the United States is exposed to it, and it is a frequently cited non-binding authority in all of U.S. common law in the areas of contracts and commercial transactions.[2] It is a work without peer in terms of overall influence and recognition among the bar and bench, with the possible exception of the Restatement of Torts. The American Law Institute began work on the second edition in 1962 and completed it in 1979; the version in use at present has a copyright year of 1981.[3] For an explanation of the purpose of a restatement of law, see Restatement of the Law.
Legal scholars and jurists have commented extensively on the Restatement, both in contrasting it with aspects of the first Restatement, and in evaluating its influence and effectiveness in reaching its stated objectives. It is in this context of direct review that one can find numerous arguments both favoring and criticizing some aspects of the Restatement as an independent source of legal scholarship.[4][5][6][7][8] Although several sections of the Restatement contained new rules which sometimes contradicted existing law, courts citing these sections have predominantly adopted the Restatement's view, citing them as a court would cite statute or code.[9] Far more common, however, is the practice of citing the Restatement to clarify generally accepted doctrine in every major area of contract and commercial law. It is in this context of legal research that one can find the Restatement used as direct substantiation and persuasive authority, to validate the arguments and interpretations of individual legal practitioners.[10][11] Although the Restatement of Contracts is still an influential academic work, certain aspects have been superseded in everyday legal practice by the Uniform Commercial Code. Specifically, the UCC has replaced the Restatement (Second) of Contracts in regard to the sale of goods. The Restatement (Second) of Contracts remains the unofficial authority for aspects of contract law which find their genesis in the common law principles of the United States and, previously, England.[citation needed]
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