Restatement Second of Contracts 322: An Overview
The Restatement Second of Contracts is a scholarly work that seeks to provide guidance on contract law. It was published by the American Law Institute (ALI) in 1979 and is widely considered to be one of the most influential and authoritative treatises on the subject. Among its many provisions, Restatement Second of Contracts 322 is particularly important for both lawyers and non-lawyers to understand.
So, what exactly is Restatement Second of Contracts 322? Simply put, it deals with the concept of “uncertainty” in contract law. Specifically, it provides guidance on what happens when a contract is deemed too vague or ambiguous to be enforced. According to the Restatement, a contract containing uncertain terms may be “voidable” (that is, capable of being cancelled) by the party who did not create the uncertainty.
In order to illustrate this concept, let`s consider a hypothetical example. Suppose that you are a freelance writer who has been hired to write a series of blog posts for a small business owner. Your contract specifies that you will be paid a “reasonable fee” for your services. However, neither you nor the business owner has discussed exactly what that fee will be. Later, when you submit your invoice for payment, the business owner refuses to pay, claiming that the fee you charged is not “reasonable.” In this case, according to Restatement Second of Contracts 322, the contract may be considered too vague to be enforceable. However, the business owner is the one who created the uncertainty by failing to specify a specific fee, and therefore they cannot use it as an excuse not to pay.
It`s worth noting that the Restatement`s guidance on uncertainty is not absolute. For example, in some cases, a court may find that a contract is still enforceable even if it contains uncertain terms, if it can be shown that the parties intended to be bound by the agreement regardless. Additionally, the specifics of contract law can vary depending on the state in which you live and the specific circumstances of your case. Therefore, it`s always important to seek the advice of a qualified attorney if you are facing uncertainty or other contract-related issues.
In conclusion, Restatement Second of Contracts 322 serves as an important guideline for anyone involved in contract law. By providing a framework for dealing with uncertainty in contracts, it helps to ensure that contractual relationships are fair and enforceable for all parties involved. Whether you are a lawyer, business owner, freelancer, or simply someone interested in the complexities of contract law, understanding the provisions of Restatement Second of Contracts 322 is essential.