Corbin, Arthur Linton

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CORBIN, ARTHUR LINTON

Arthur Linton Corbin was a leading legal scholar and professor who made significant and influential contributions to the development of U.S. contract law.

Corbin was born October 17, 1874, in Cripple Creek, a small mining town near Colorado Springs. He was raised in Cripple Creek and then left Colorado to attend the University of Kansas, from which he graduated in 1894. He went on to the Yale Law School, graduating magna cum laude in 1899. After several years of practicing law and teaching high school back in Cripple Creek, he returned to Yale in 1903 to accept a position as an instructor in contracts. He became a full professor in 1909 and remained at Yale until his retirement in 1943 at the age of 68.

"Where neither custom nor agreement determines the allocation of risk, the court must exercise its equity powers and pray for the wisdom of Solomon."
—Arthur Linton Corbin

During his tenure at Yale, Corbin played a major role in establishing the institution as a major national law school and center for legal scholarship. He was instrumental in recruiting more highly qualified students to the school by convincing the administration to tighten admission standards. He also drew praise for his efforts to persuade the school to hire and maintain a full-time faculty that would be committed to teaching and writing, instead of relying on judges and practicing lawyers who taught only part-time and thus were not always available to students. In addition, Corbin helped to implement the case method of teaching at Yale, in which students glean the principles of law through the study of cases rather than simply by rote without reference to common law as developed by the courts. Corbin was a popular and committed teacher, even filling in as a writer and editor for the Yale Law Journal when the First World War left a serious shortage of student editors and contributors.

Corbin made his greatest contribution to contemporary legal thought through his extensive and widely studied writings on the law of contracts. He authored many books and articles on the subject and served as adviser to the reporters of the first and second Restatement of Contracts, treatises designed to set forth and analyze the relevant principles governing contract law. Corbin is best known for his own eight-volume treatise on contracts, Corbin on Contracts: A Comprehensive Treatise on the Working Rules of Contracts Law, which was first published in 1950, 17 years after his retirement from Yale Law School. Corbin kept his work upto-date until his death, through his own revisions and by adding new material to "pocket parts" at the back of each volume. Corbin on Contracts quickly became a classic in the field for practicing attorneys and is still considered essential reading for students of contract law.

Corbin subscribed to a "realist" philosophy in his legal writings and thought. He believed that the law is a critical part of everyday life and that resulting rules governing conduct had to reflect a changing social context. He wrote,

Law does not consist of a series of unchangeable rules or principles.… Every system of justice and of right is of human development, and the necessary corollary is that no known system is eternal. In the long history of the law, one can observe the birth and death of legal principles.… The law is merely part of our changing civilization.

In 1954, on his eightieth birthday, Corbin reiterated his belief that law is inextricably tied to human experience, stating that the "development of our law—common, statutory, and constitutional—is part of the continuing evolutionary development of life in society."

Corbin's legal realist views are strongly evident in his approach to contract law. The main purpose of a contract, he stated in his treatise, is "the realization of reasonable expectations that have been induced by the making of a promise." Reasonableness, he maintained, is an expression of customs and mores, which in turn could be discerned from what he called the operative facts of judicial decisions. To solve a contractual dispute, Corbin believed, a judge should first determine the intention of the parties, and thus the terms of the promise or agreement; then analyze the intention in terms of reasonableness; and finally apply rules, doctrines, or other principles to determine what remedy should be offered. Above all, Corbin believed that the reasonable expectations of the parties should be protected. Thus, according to Corbin, even if the price term were left open in an agreement that otherwise had been concluded, the court should consider whether the parties had intended to be bound by the contract. The court, he maintained, should make every effort to fill in the gaps of an agreement by looking to reasonable terms consistent with what the parties had previously agreed upon. The contract should fail only if it appears that the parties did not intend to be bound, or if reasonable terms cannot be ascertained.

Corbin further believed that in resolving contractual disputes, courts should not be limited

to a contract's "four corners" (the explicit terms of the agreement) or to the "plain meaning" of those terms. The parties' intent should be gleaned from what they stated and from their conduct; their prior course of dealing, trade practices, or any other pertinent circumstances also should be considered. Corbin's views are evident in the uniform commercial code, adopted in 49 states, and in the law of contracts as developed by the courts since the mid 1900s.

Corbin's views often stand in contrast to those of another leading American scholar in contracts, samuel williston. Williston subscribed to the theory of legal formalism, which views the law as a body of scientific rules from which legal decisions can be readily deduced. Legal formalism dominated legal thought in the early twentieth century, and those who advocated its application viewed law as essentially conservative. Williston applied many of his theories in the first Restatement of Contracts, which the American Law Institute completed in 1932. Williston on Contracts has been a leading treatise in American contract law since the early 1900s and is still a competitor of Corbin's treatise.

In addition to the Uniform Commercial Code, Corbin also contributed to the second Restatement of Contracts, the provisions of which represented a considerable shift from the conservative views in the first Restatement. Corbin continued his study and writing well into his later life, stopping work on the second Restatement when he was nearly 90, and only because of failing eyesight. Corbin died in 1967, at the age of 93. The second Restatement was first published in 1981, 14 years after Corbin's death. To a significant extent, the second Restatement advocates changes in the law of contracts, many of which are based upon Corbin's views.