Traynor (Drennan) Versus Hand (Baird) Much Ado About (Almost) Nothing

Abstract

Most Contracts casebooks feature either Baird v. Gimbel or (Drennan v. Star Paving to illustrate the limits on revocability of an offer. In this paper an analysis of the case law yields three major conclusions. First, as is generally known, in the contractor-subcontractor cases Drennan has prevailed. However, both it and its spawn, Restatement 2d 87(2), have had almost no impact outside that narrow area. Moreover, almost all the cases involve public construction projects - private projects account for only about ten percent of the cases. This suggests that private parties have managed to resolve the problem contractually. Public contract law is encrusted with regulations, which courts and contracts scholars have ignored. The result is a peculiar phenomenon - a supposedly general contract doctrine that applies only in a specific context, but which ignores the features of that context.