
Contract Law: Laidlaw v. Organ (Fraud as a Formation Defense)
Yale law professor Ian Ayres, in this session from his American Contract Law course, takes up Laidlaw v. Organ, the classic case on fraud and nondisclosure in contract formation. The dispute turns on a tobacco buyer who knew the War of 1812 had ended, news that would send prices soaring, and said nothing to the seller before closing the deal. Ayres walks through the Supreme Court's reasoning on when silence crosses the line into fraud, and where the law draws boundaries around a buyer's duty to disclose information the other side lacks. The lecture sits within a broader unit on formation defenses, building out the doctrinal categories that limit when a promise becomes binding. It runs about thirteen minutes and assumes some prior grounding in contract doctrine from earlier sessions in the course.