Contracts Study Guide

Formation: Mutual Assent and Offer

Elements of valid offers, termination of offers, and distinguishing offers from preliminary negotiations under UCC and common law.

Formation: Acceptance and the Mirror Image Rule

Acceptance methods, mailbox rule, UCC 2-207 battle of the forms, and common law mirror image requirements.

Consideration and Substitutes for Consideration

Bargained-for exchange, promissory estoppel, moral obligation, and past consideration distinctions tested on the Bar.

Defenses to Formation: Capacity, Duress, and Misrepresentation

Void versus voidable contracts, undue influence, fraud, mistake, and unconscionability as formation defenses.

Statute of Frauds

Categories requiring writing, sufficient memoranda, part performance exceptions, and UCC merchant confirmation rule applications.

Parol Evidence Rule and Contract Interpretation

Integration, merger clauses, exceptions for fraud and ambiguity, and rules for interpreting contract terms.

Contract Modification and Discharge

Pre-existing duty rule, UCC good faith modifications, accord and satisfaction, novation, and rescission principles.

Conditions and Breach

Express and constructive conditions, material versus minor breach, anticipatory repudiation, and adequate assurances under UCC.

Excuses for Non-Performance

Impossibility, impracticability, frustration of purpose, and how supervening events discharge contractual obligations differently under UCC.

Remedies: Damages and Specific Performance

Expectation, reliance, restitution damages, consequential damages limitations, liquidated damages, and equitable remedy availability.

Third-Party Rights: Beneficiaries, Assignment, and Delegation

Intended versus incidental beneficiaries, vesting of rights, assignability limitations, and delegation of duties.

UCC Article 2 Special Rules for Sales of Goods

Merchant rules, perfect tender, cure, warranties, risk of loss, and buyer-seller remedies unique to goods.