Autonomy, Implication, and Interpretation

Abstract

This Article develops a liberal theory for one of the most discussed topics of contract law (its rules of interpretation) and one of the most neglected (implication). It considers these topics in tandem because they both address contractual obligations that ostensibly flow from the parties’ own choices. We reject the view which misrepresents the task of distilling these choices as value-neutral, and offer in its stead an approach that grounds interpretation and implication on liberal contract’s commitment to proactively support people’s joint plans, while securing contract’s compliance with relational justice. This account offers conceptual clarity, vindicates and elucidates significant parts of contemporary law, and suggests several pathways for reform. Notably, it allows us to sketch a liberal doctrine for the interpretation of contractual writings in which at least one party is an individual, rather than a legally sophisticated wealth-maximizing firm.