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In this paper I propose a new reading of Chapter XIII of Hobbes’s Leviathan. For all its fame, the chapter’s argument is puzzling. On what grounds, exactly, does Hobbes posit “war of every man against every man” as the “ill condition, which man by mere nature is actually placed in”? Why posit a war of each against everyone as the default condition, in the absence of government? On what grounds does he hold that “where there is no common power, there is no law; where no law, no injustice”? The standard construals of Hobbes’s claims in the chapter are consonant with our familiar picture of Hobbes, but have the effect of reducing its argument to a string of blatantly question-begging assertions. This, I argue, results from a twofold error: inattention to Hobbes’s definition of war, and a misunderstanding of the problem he poses in his exposition of the “three principal causes of quarrels.” Hobbes defines war as “a tract of time, wherein the will to contend by battle is sufficiently known”— whether or not there is actual conflict. So long as the parties are “disposed” (ready) to fight— whether for their safety or anything else— and so long as they rely on this being known, the situation counts as war for Hobbes’s purposes. (That is why he can think it apparent that neighboring kingdoms are always in a condition of war with each other.) This implies that the problem of war is not reducible to the problem of violence, nor the maintenance of peace to the provision of security. But why take this to be the default human condition, and why should it be thought to subsist wherever “men live without a common power to keep them all in awe”? Most readers suppose this the quoted statement refers to a ruler’s capacity to maintain order by instilling fear, but that can’t be all there is to it, given Hobbes’s own definition of war. Careful attention to Hobbes’s account of the causes of quarrel yields a different answer. It is usually thought that when Hobbes sets out 3 causes of quarrels (Competition, Diffidence, Glory), he is identifying three independent factors, which contribute additively to an overall situation of strategic instability. On the contrary, I argue: the three are related dialectically— not three kinds of quarrels, but a threefold dynamic making for quarrels per se— and it is this that makes the human condition one of war. The third cause stands in relation to the second, as the second stands in relation to the first: (1) covetous men come with forces united to despoil others of what they covet; (2) In response “there is nothing so reasonable” as a strategy of amassing power, by dominion— “mastering the persons” of as many others as possible (i.e., impressing soldiers, gaining tributaries, etc); but (3) the reasonable response is to deter such assaults by attaining and augmenting dominion; (3) People naturally resent being counted for less than they think they’re worth, i.e., getting less than their due. A better word for this resentment is ‘indignation’— for although Hobbes deliberately refrains from using this language, the issue is really contention over perceived injustices. (In this Hobbes is likely developing an intuition from Plato’s Euthyphro.) The situation, then, is this: in the face of others’ more-or-less organized rapacity, there are some men— would-be princes, as it were— who strive to make themselves masters, in order to make themselves safe (and perhaps others too). The trouble is, their doing so elicits indignation from those on the receiving end— and this is enough to count as war, even if the indignant are cowed into submission. As Hobbes sees it, this impasse of war can be avoided only if disputes over justice could be settled by an entity that elicits unbegrudged deference— “awe.” Absent this, there can be no law, and no justice— for the simple reason that war is that condition in which justice is in dispute. How then is peace humanly possible? My rereading Leviathan XIII opens the way to a new perspective of Hobbes’s enterprise in Leviathan overall, and its potential contribution to our understanding of the problems of war and peace.