In this chapter we endeavour to describe many of the foundational, common law contractual doctrines in Virginia and Washington, D.C. (DC). We consider DC and Virginia together not just because of their geographical proximity, but also because there is substantial similarity between the two jurisdictions. In fact, their core doctrines are often identical – or, at least, nearly so. We have noted differences where they exist, but differences are the exception, not the rule.
This substantial commonality is, at first glance, surprising: DC is a small jurisdiction that does not have a detailed body of contract law, whereas Virginia is a large jurisdiction with a long-standing, well-developed body of contract law. The overlap we found is likely due in part to the fact that both jurisdictions have embraced the objective view of contracts – a development that colours a number of their contractual doctrines. The similarity is also partially due to the fact that courts in DC supplement their case law by relying heavily on the Restatement (Second) of Contracts and the laws of nearby jurisdictions. Because DC courts routinely rely on the Restatement, when Virginia has embraced a position taken in the Restatement (a relatively common occurrence), its views typically line up with those taken by DC.
One of the most notable similarities between the two jurisdictions bears mentioning at the outset. Both jurisdictions robustly enforce contractual duties and limit the availability of defences that can be used to set aside the terms of a valid agreement. As our discussion shows, this has significant consequences for parties litigating in DC and Virginia.