Good Faith, Lender Liability, and Discretionary Acceleration: Of Llewellyn, Wittgenstein, and the Uniform Commercial Code

Abstract

Just as Corbin looked at the actual practices of courts to argue for the changes in the first Restatement of Contracts, we too might look at the actual practices of courts to see the extent to which Llewellyn's vision of contract law has made its way into mainstream legal consciousness. Sadly, such a look reveals significant backsliding into the rigid framework of the classical model. Exactly how has Llewellyn's vision been so denuded? This Essay will answer this question by analyzing a group of cases that, in part, comprise the emerging body of commercial law known as lender liability.