Larry A. DiMatteo

is Assistant Professor of Business Law at the University of Miami.

Contract Theory
The Evolution of Contractual Intent

Larry A. DiMatteo

Contract Theory examines the logical and conceptual structures that arise in the process of making, honoring, and enforcing contracts. The touchstone of Anglo-American contract law is the determination of contractual intent. Two theories have competed for center stage: the subjective theory of the "meeting of the minds" and the objective theory in which the parties' manifestations and the transaction's contextual factors became the means for contract interpretation and enforcement. The implementation of the objective theory of contract is the "reasonable person standard." Larry DiMatteo focuses on the development, construction, and application of the reasonable person standard. He undertakes a study of the origins of the reasonable person in the disciplines of philosophy, theology, and psychology and concludes with an examination of the interplay between this objective standard and the subjectivity of judgment. The importance of the synthesis of the objective and subjective elements of contracts is crucial for a complete understanding of contract law.

This book substantially advances our understanding of the interrelationship between the objective and subjective elements of contract law. Professor DiMatteo impressively deploys doctrinal, historical, functional and philosophical knowledge and techniques to cast light on his subject. This is a highly original book. Indeed, it is the only book of its kind and is certain to become a model for future works of contract theory. 
 
Robert S. Summers 
McRoberts Research Professor of Law 
The Cornell Law School 

This work details the judicial fictions and creative interpretations which jurists have used to apply or avoid the objective theory of contract law. The practitioner will find especially illuminating the material on how courts create and utilize the reasonable person in resolving contract disputes...Too often practitioners' fail to consider the importance of the theoretical and historical bases underlying judicial determinations. This book serves as an important resource in that regard, and will be useful for every lawyer involved in contract negotiation, drafting or dispute resolution. 
 
Patrick J. Dooley 
Partner, Akin, Gump, Strauss, Hauer & Feld, L.L.P. 
New York, New York 
 
Professor DiMatteo has written nothing less than an intellectual history of the idea of contract, fro the Middle Ages to modern times. Along the way, he synthesizes the objective and subjective approaches to contractual intent in a way that helps explain how and why courts decide real cases the way they do. He has made a real contribution to our understanding of the most common and most mysterious of all of the engines capitalism—the contract. 
 
G. Richard Shell 
Wharton School of Legal Studies Department 
University of Pennsylvania