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A Unifying Theory of Contract Damages

49 Pages Posted: 1 May 2006  

David W. Barnes

Seton Hall University - School of Law

Deborah Zalesne

CUNY School of Law


This article justifies a reformulation of modern contract damage rules articulated in a new restatement of contract damages, see Barnes and Zalesne, The Shadow Code, 56 SOUTH CAROLINA L. REV. 93 (2004). The unifying principles of the surplus-based approach offered here lies in the shadows of contract remedies as articulated in Article 2 of the Uniform Commercial Code (U.C.C.), the Restatement (Second) of Contracts. The Shadow Code presented in this Article combines these principles and formulas into a new image of legal remedies for contract breach. This reconceptualization is based on the foundational principle that parties injured by contract breach are entitled to any surplus of benefits over costs those parties would have realized had the breaching parties performed. The Shadow Code reflects the modern understanding that damages are intended to ensure that the injured party is as well off as if the other party had performed as promised.

Keywords: contract law, remedies, contract damages, Uniform Commercial code, Restatement of Contracts, contract breach

Suggested Citation

Barnes, David W. and Zalesne, Deborah, A Unifying Theory of Contract Damages. Syracuse Law Review, Vol. 55, p. 495, 2005; Seton Hall Public Law Research Paper No. 899774. Available at SSRN:

David W. Barnes (Contact Author)

Seton Hall University - School of Law ( email )

One Newark Center
Newark, NJ 07102
United States
201-709-8829 (Phone)
973-642-8194 (Fax)

Deborah Zalesne

CUNY School of Law ( email )

2 Court Square
Long Island City, NY 11101
United States

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