Private Law Theory

INTRODUCTION
Sometimes, it happens that one party to a negotiation thinks that a contract has formed from incomplete negotiations, while the other party equally believes that there is no contract. And sometimes courts fashion contracts out of ambiguous expressions of assent. In some of these cases, one might say that these courts have correctly interpreted puzzling expressions as well-formed, intentional contracts that are denied only out of a resisting party’s later motivations. Or, in the same cases, one might conclude that the courts have improperly used a kind of judicial alchemy to make incomplete deals into unintended binding expressions. There are several common situations in which halfway deals become contracts. Although a deal, whatever the term means, is not necessarily a contract, sometimes what the parties call ‘a deal’ becomes a contract in the holding of a court …

David Crump, Halfway Deals: Or, When Is a Non-Contract a Contract?, 46 University of Arkansas at Little Rock Law Review 1 (2023).