Cite as: 503 U. S. 181 (1992)
Opinion of the Court
ties, or to the enforceability of the contract as a whole, that it must be deemed to be a term of the contract.
Contrary to petitioners' suggestion, we have not held that all state regulations are implied terms of every contract entered into while they are effective, especially when the regulations themselves cannot be fairly interpreted to require such incorporation. For the most part, state laws are implied into private contracts regardless of the assent of the parties only when those laws affect the validity, construction, and enforcement of contracts. See United States Trust Co. of N. Y. v. New Jersey, 431 U. S. 1, 19, n. 17 (1977).
While it is somewhat misleading to characterize laws affecting the enforceability of contracts as "incorporated terms" of a contract, see 3 A. Corbin, Contracts § 551, pp. 199-200 (1960), these laws are subject to Contract Clause analysis because without them, contracts are reduced to simple, unenforceable promises. "The obligation of a contract consists in its binding force on the party who makes it. This depends on the laws in existence when it is made; these are necessarily referred to in all contracts, and forming a part of them as the measure of the obligation to perform them by the one party, and the right acquired by the other. . . . If any subsequent law affect to diminish the duty, or to impair the right, it necessarily bears on the obligation of the contract." McCracken v. Hayward, 2 How. 608, 612 (1844). See also Von Hoffman v. City of Quincy, supra. A change in the remedies available under a contract, for example, may convert an agreement enforceable at law into a mere promise, thereby impairing the contract's obligatory force. See Sturges v. Crowninshield, 4 Wheat. 122, 197-198 (1819); Edwards v. Kearzey, 96 U. S. 595, 601 (1878). For this reason, changes in the laws that make a contract legally enforceable may trigger Contract Clause scrutiny if they impair the obligation of pre-existing contracts, even if they do not alter any of the contracts' bargained-for terms. See, e. g., Von Hoffman v. City of Quincy, supra (repeal of tax designed to
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