Document Type

Article

Publication Date

7-3-2025

Abstract

Traditional contract doctrine, at least as it exists in the casebooks, seems surprisingly indifferent to the problems of deception. Contract law has one big move to protect against deception: a strict liability approach to breach that grants expectation damages whether the promise was untruthful or just optimistic. Unlike showing fraud in tort, which includes an intent element, the uniform approach of contract doctrine is to hold fraudsters to their promises whether or not the injured party can prove a promise was a lie. But once we move past contract’s big move—the plaintiff-friendly protection of the expectation interest irrespective of deceptive intent—the indifference to deception can be a doctrinal gift to the would-be deceivers.

Publication Title

Harvard Business Law Review

Publication Citation

15 Harv. Bus. L. Rev. 137 (2025)

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