Mistakes, Changed Circumstances and Intent

This Article proposes that basic assumption defenses can best be explained and analyzed through the prism of contractual intent.Although typically discussed in terms of a singular concept, contractual intent in fact comprises various facets, which I refer to as volitional intent, cognitive intent, and contextual purposive intent.Part II provides an introduction to, and description of, my proposed expanded intent analysis.Part III applies expanded intent analysis to cases involving basic assumption defenses.Part IV addresses possible concerns with using a dynamic approach/expanded intent analysis.This Article concludes that adopting my proposed intent-based analysis has several advantages over the current application of contract defenses.First and foremost, it directly addresses and incorporates contract law's two primary objectives: furthering autonomy and facilitating transactions.Second, because it removes artificial doctrinal distinctions, it eliminates or minimizes confusion and simplifies analysis.Consequently, it provides for greater consistency in judicial decisions.Finally, the approach is flexible, and therefore better accommodates technological advancements, such as the Internet, in the modern marketplace. II. THE THREE FACETS OF CONTRACTUAL INTENTVarious rationales justify each basic assumption defense, yet there is no one consistent organizing principle or framework by which to analyze all of them.8 Because each defense incorporates both contract-based and unconscionability in the chapter titled "The Bargain Principle and Its Limits," while mistakes and impracticability are discussed in a chapter titled "Mistakes and Changed Circumstances."FULLER & EISENBERG, supra note 1, at v-vi.MacNeil and Gudel include misrepresentation, duress, undue influence, capacity, and unconscionability in a chapter titled "Social Control and Utilization of Contractual Relations," but mistakes are included in the chapter "Consequences of Incomplete and Ineffective Risk Planning."IAN R.