Arthur Linton Corbin

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.

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 admis-
sion standards. He also drew praise for his
efforts to persuade the school to hire and main-
tain 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.

FURTHER READINGS
Gilmore, Grant. 1977. The Ages of American Law. New
Haven, Conn.: Yale Univ. Press.
Kessler, Friedrich. 1969. “Arthur Linton Corbin.” Yale Law
Journal 78.

CROSS-REFERENCES
Legal Realism; Restatement of Law.