미국 계약법상 계약의 형성과 구속력의 근거로서 합리적 기대

This work explores whether reasonable expectation has a binding power as a ground for agreement in the American contract law system and how the courts consider giving validation of a contract. American law recognizes the ideology of freedom of contract in many ways. In short, this is the belief that any party can contract on any terms that they wish and that it is not for the courts to interfere or modify conditions. Courts should not intervene with the formation of contracts as their role is not to write the contract but merely enforce it. The ‘reasonable expectations’ of the parties who lies in the process of contract formation is a concept which differs in various parts of contract law. However, this principle is one that is important and is the basis for much of contract law. The function of the law of contract is to provide an effective and fair framework for contractual dealings. This function requires adjudication based on the reasonable expectations of parties. The claimants were already contractually bound to do to this task. If this was decided conservatively, the facts would reveal that there was no consideration and the claimants would not have been able to enforce performance for lack of consideration. However, the court may hold that the defendants were bound by their promise since there was consideration in form of the practical benefit to the defendants if reasonable expectation is in the process of agreement as a substitute for consideration. This demonstrates how important it is that the reasonable expectations of the parties prevail over technical and conceptualistic reasoning. A contractual document, when it is drafted, will contain the conditions which the parties wish to be bound by and performed upon. The majority of the terms are expressed and exchanged between the parties during the contract formation process; however, it is impossible to conclude all the true intentions of the parties in a piece of paper. Parol evidence rule states that extrinsic evidence cannot be used to infer the meaning of the words of the contract as the document ‘is the sole repository.’ In light of this principle the court cannot look at pre-contractual negotiations even if the meanings of the words are defined there. The reason behind this rule is that it promotes certainty. Ambiguity about the meaning of the words can cause disputes. When implying terms, courts are not allowed to look at any past information in the pre-negotiations of the contract despite that they may contain definitions of the words in the contract. Then how can implied terms in that respect, be seen to fulfill the reasonable expectations of the parties? The court seems to favor promoting certainty rather than promoting the reasonable expectations of the parties. Unlike terms implied in law, terms implied in fact are specific to a particular transaction rather than a category. The good faith principle seeks to protect the reasonable expectations of parties. However, the American legal system does not recognize a single doctrine of good faith as such, but it would be inaccurate to say that it is not an unspoken underlying principle which predominately flows through our contract law. In systems where good faith is a recognized doctrine, parties are expected to perform the contract and hence the reasonable expectations are held. For example in the U.S., the Uniform Commercial Code (UCC) governs the law of sales and commercial contracts, with §1-203 implementing the notion of good faith. Because parties are expected to act in good faith and therefore are required to keep each other’s expectations and perform, the need to use implied terms in contracts is lessened. Vitiating factors like misrepresentation, duress and undue influence all provide remedies for such cases. Thus, it could be said that the notion of good faith prevails through our system discreetly, linked in with many other principles rather than a single recognized doctrine. Based upon the discussion above, I agree with the statement that it is a reasonable justification to imply terms to uphold the reasonable expectations of parties although that is not the only justification which is important. It is quite essential in the law of contract that reasonable expectations are kept as that is one of the fundamental elements which performance of contract falls upon. However, not all ways which terms are implied have the intention of the parties in mind and therefore cannot possibly aim to keep the reasonable expectations of the parties. Although reasonable expectation is the main rationale, I think that the other grounds for which implied terms are justified should be given merit as well.