The Zombie Theory of Contractual Consideration: Richcraft Homes Ltd. v Urbandale Corporation
Bibliographic record
Abstract
Consideration, long considered an essential element of contract formation, is not a thing. It is so nebulous, so shape-shifting, and ultimately so arbitrarily defined and deployed by courts that it cannot be said to be a meaningful or predictable element of contract law doctrine. The doctrine of consideration is fascinating for a number of reasons but perhaps none more so than the fact that it is a zombie theory – it should have died long ago, and yet it keeps shambling along. So it was with considerable excitement that I and other “common sense” professors of contract law awaited the Ontario Court of Appeal’s decision in Richcraft Homes Ltd. v Urbandale Corporation. In Richcraft, the Ontario Court of Appeal peered fearlessly into consideration’s empty, lifeless eyes, but just as it was poised to finally vanquish consideration forever, the court blinked, allowing consideration to live another day. Regrettable as this is, it gets worse. For not only did the court miss an important opportunity to rid contract law of the scourge of consideration. In allowing consideration to remain among the walking dead, the court may have invented the least convincing, most farcical rationalization yet for consideration’s continued existence.
Fetched live from OpenAlex and de-inverted. Abstracts are not stored in this database: the inverted indexes are 8.6 GB of the frame’s 9.3 GB of text, and the host has 13 GB free.
How this classification was reachedexpand
Full frame machine prediction
Teacher imitationNot calibrated prevalence, not ground truth. Human validation pending. The Gemma side is a direct model label for every work in the frame, read from the title-only record. The Codex side is a classifier learned from the 10,348 direct Codex labels and calibrated to design-weighted sample rates; fields without enough sample support carry no Codex call. Candidate is the union of the two sides; consensus is their intersection. These outputs are machine_predicted_unvalidated and are not human labels.
Distilled classifier scores by category (both heads)
| Category | Codex | Gemma |
|---|---|---|
| Metaresearch | 0.002 | 0.003 |
| Meta-epidemiology (narrow) | 0.000 | 0.000 |
| Meta-epidemiology (broad) | 0.000 | 0.000 |
| Bibliometrics | 0.001 | 0.001 |
| Science and technology studies | 0.010 | 0.007 |
| Scholarly communication | 0.004 | 0.002 |
| Open science | 0.001 | 0.002 |
| Research integrity | 0.007 | 0.005 |
| Insufficient payload (model declined to judge) | 0.004 | 0.001 |
Machine scores (provisional)
The two teacher heads of the student model, read on this work. A score orders the frame for review; it never asserts a category, and the validation status ships verbatim with every row.
Baseline scores from an immature model (maturity gate not passed, 7 training rounds). Scores rank; they never assert a category.
score_only:v0-immature-baseline · verbatim from the scoring run: score_only means the number may rank works, and no category label ships from itClassification
machine, unvalidatedMachine predicted; a candidate call from one source (direct Gemma or distilled Codex), not a consensus.
How this classification was reached, model by model and score by score, is at the end of the page under "How this classification was reached".