Keeping contract disputes in contract, with exceptions that vary sharply by state.
Esshaki Legal Media TeamCurrent as of August 2023
The economic loss doctrine bars tort recovery for purely economic loss arising
from a contractual relationship, on the theory that the parties allocated those
risks by agreement.
Purely economic loss means loss of the benefit of the bargain, repair costs,
lost profits — as distinct from personal injury or damage to other property.
Rationale. Commercial parties can bargain over warranties, remedies and
limitations. Allowing tort claims would displace those bargains and expand
liability beyond what was priced.
The other property exception. Where a defective component damages property
other than the product itself, tort recovery is generally available. Defining
the product is the disputed step in integrated systems.
Fraud. Jurisdictions divide. Some bar fraud claims entirely where a contract
governs; some except fraud in the inducement; some except fraud extraneous to
the contract’s performance. This is the single most important variation to check
before pleading.
Independent duty. Claims resting on a duty independent of the contract —
professional negligence, fiduciary duty — often survive.
Practical consequence. Where the doctrine applies robustly, the contract’s
limitation of liability and remedy provisions become close to complete, which is
an argument for negotiating them seriously and for choosing governing law with
this doctrine in mind.