Contract Logic

18 Pages Posted: 6 May 2022 Last revised: 23 Aug 2023

See all articles by Naveen Thomas

Naveen Thomas

New York University School of Law; Brooklyn Law School

Date Written: June 26, 2023

Abstract

Conditional statements are central to both contracts and logic, but until now, no scholarship—legal or philosophical—has addressed their intersection. This Essay is the first academic publication to analyze contract language through the lens of logic.

Surprisingly, the fundamental principles of classical logic, which many American lawyers learn as undergraduates or when preparing for the Law School Admissions Test, do not operate in contract provisions as they do in the declarative sentences on which this subject traditionally focuses. Indeed, in these two types of statements, the basic concepts of sufficiency and necessity operate in a diametrically opposite manner. Relatedly, a conditional statement’s contrapositive does not necessarily follow from that statement in a contract as it does in other settings. Rather than consider each sentence individually per convention, a logic of contracts must incorporate other relevant terms in the same contract, additional terms implied by applicable laws, and canons of interpretation.

This Essay makes novel contributions to both legal scholarship and philosophical discourse. In addition to identifying the unique logical characteristics of contract terms, it recasts dispersed default rules as necessary conditions to a provision’s enforceability, permitting those rules to be logically analyzed both in this Essay and in future work. With these conceptual advances, lawyers, judges, and legal educators can use the familiar but rigorous system of logic to draft, interpret, and explain contracts more clearly and methodically than ever before.

Keywords: contracts, logic, contract conditions, conditional logic

Suggested Citation

Thomas, Naveen, Contract Logic (June 26, 2023). University of Pennsylvania Law Review Online, Vol. 171, Available at SSRN: https://ssrn.com/abstract=4100835 or http://dx.doi.org/10.2139/ssrn.4100835

Naveen Thomas (Contact Author)

New York University School of Law ( email )

40 Washington Square South
New York, NY 10012-1099
United States

Brooklyn Law School ( email )

250 Joralemon Street
Brooklyn, NY 11201
United States

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