A Common Lawyer's Perspective on Contract Codes

Legal ‘codes’ are usually associated with civilian, as opposed to common law, systems of law. As a result, discussions of ‘codification’ fail to address concerns and issues particular to common law systems jurisdictions. This is the more surprising when the very word of codification was coined two hundred years ago by a distinguished English philosopher and legal commentator and there is a rich history of codification projects in common law jurisdictions. This article presents a common lawyer’s perspective on contract codes. First it seeks to stabilize and define the concept of codification and then develops a critique of codification which draws broadly upon both current economic arguments and lessons from the past. It concludes by suggesting some preconditions that should be satisfied before any codification, such as the codification of the law of contract proposed by the Jersey Law Commission, should be enacted.