Contracts Attack Outline

Build a chronology before choosing a consequence

Use one row per communication or event in your scratch notes. These prompts help locate a dispute; they do not establish breach or a remedy by themselves.

Foundations

1. Sources of contract law. Which promises and transaction are disputed, which enacted provisions govern them, and what rules have those provisions displaced before a common-law analysis begins? For a cross-border sale, check the applicable treaty separately.
2. Common law versus UCC Article 2. Classify the actual contractual object: examine goods, statutory exclusions and the jurisdiction’s mixed-transaction approach before selecting a formation or remedies rule.
3. Objective theory of assent. The recipient’s actual understanding needs evidence: connect that understanding to the communicated words and conduct that would make it reasonable in context. Check for knowledge of a joke or a reservation of further assent. Analyze capacity and remedies separately.

Mutual assent: offer and acceptance

1. Offer. Does this communication commit to a bargain upon the invited response, or does its maker reserve another decision before becoming bound?
2. Advertisements as offers. An advertisement needs a concrete commitment: specify the item or reward, who may accept, the required response and any approval still reserved. A price or deadline alone does not settle whether the advertiser committed.
3. Revocation of offers. Place notice and attempted acceptance in order, then identify any support for keeping the offer open.
4. Option contracts. Find the hold-open commitment and its legal support, then check the period and exercise requirements. Do not confuse a decision deadline with a supported option.
5. Firm offers. For this asserted hold-open assurance, establish the offeror’s merchant status, a goods transaction, the signed undertaking and the dates governing its duration. A buyer-supplied form needs the offeror’s separate signature on the assurance; a signature elsewhere alone does not meet that requirement.
6. Acceptance. Match the actual response and its timing to the act invited by the offer, including any adequate-notice requirement, before deciding whether acceptance occurred.
7. Mailbox rule. Place dispatch and receipt on a timeline. Identify the invited medium, address, posting and any requirement of receipt. Do not apply an ordinary-acceptance default to every notice or option.
8. Unilateral contracts. Separate preparation, beginning the invited act and completion. Explain which rule protects the opportunity to finish and whether the conditions for earning payment were met.
9. Bilateral contracts. What return promise did the offer invite, and how much discretion does the responding party retain over whether it will supply that performance? Explain why the language and context impose an obligation, then test other formation and enforceability requirements.
10. Silence as acceptance. Describe the prior dealings or accepted benefit, the offeree's knowledge and opportunity to object. Distinguish assent from a separate obligation imposed by restitution law.
11. Mirror image rule. Compare the response with the actual offer. Identify whether the recipient accepted the proposed exchange or instead required a changed bargain; do not award every term to the last document sent.
12. Battle of the forms (UCC 2-207). Put any oral bargain and the actual offer before the competing forms; classify the response, analyze the disputed term and reach agreement by conduct only if needed.

Consideration and its substitutes

1. Consideration. Map the requested exchange: what did each party seek and supply as the price of the other’s promise, rather than merely receive as a benefit? Separate adequacy, gift intent, implied duties and other defenses.
2. Bargained-for exchange. Explain the actual exchange using the parties' words and context. A burden on the recipient is evidence to analyze, not automatic proof that the promisor bought it.
3. Past consideration. Put request, benefit and promise in order. Distinguish an earlier bargain paid later from a new promise after unsolicited aid.
4. Preexisting duty rule. Compare the old and new obligations, then apply the governing exception or goods rule and remaining defenses.
5. Contract modification. Compare the proposed change with the original obligation, then choose the governing goods or services rule before testing its enforceability. For goods, check a signed restriction and the modified contract's statute-of-frauds status; for services, identify consideration or a supported exception.
6. Accord and satisfaction. A disputed payment needs a chronology showing the settlement communication, collection and what obligation the recipient understood the payment would resolve. Then check designated-office instructions, timely repayment and the responsible person's knowledge before collection.
7. Promissory estoppel. Trace the assurance to a response the promisor could foresee, the claimant’s actual detrimental change and the injustice supporting the particular remedy sought.
8. Restitution and unjust enrichment. Who supplied the service or transfer, who received it, and which legal ground would require paying its reasonable value on these facts? Do not infer either a contract or a right to payment merely because someone received something useful.
9. Moral obligation. A later promise requires a stated legal basis: determine whose benefit prompted it, whether anyone requested that benefit earlier and which obligation is asserted.

Formalities

1. Statute of Frauds. For the transaction and the party to be charged, test the governing statute against the actual evidence, any required quantity and each claimed exception.
2. Electronic contracting. A click or electronic message needs context: what notice accompanied it, and which particular act is said to communicate agreement to the disputed terms? Separately test electronic form, attribution, required disclosures and any applicable exceptions.

Defenses to enforcement

1. Capacity to contract. Assess age or functioning at formation, any required knowledge by the other party, the timing of avoidance and the applicable restoration or statutory exception.
2. Duress. The pressure allegation needs an identified threat, a reason that threat is improper, its actual effect on assent and the alternatives realistically available. Distinguish hard bargaining from the legally prohibited pressure.
3. Undue influence. Connect the person's condition to the specific pressure used. Explain why the combination goes beyond ordinary persuasion or later regret.
4. Misrepresentation. At the time the assertion was made, what was false, which materiality or fraud standard governs, and how did justified reliance actually induce assent? State the remedy and governing jurisdiction.
5. Nondisclosure. For the withheld fact, establish the speaker’s knowledge, the exact disclosure duty, the buyer’s access to information and the causal effect on assent. Keep the governing transaction and jurisdiction explicit.
6. Unconscionability. Explain the clause’s operation, separate choice from substantive effect, identify formation-time evidence and apply the jurisdiction’s test. Then choose refusal, severance or limitation.
7. Illegality. State the prohibited act and controlling provision. Analyze enforceability and any claimed recovery separately rather than announcing that every violation produces the same result.
8. Public policy. Name the policy, its legal source and its connection to enforcement of this term. Distinguish a statutory prohibition from a judicial decision limiting enforcement in particular circumstances.
9. Mutual mistake. Place the shared factual error at formation, explain its material effect on the exchange and determine who bore the risk before seeking avoidance. Distinguish an unknown defect accepted by the buyer from uncertainty knowingly accepted by a seller.
10. Unilateral mistake. One party’s formation error requires proof of the existing mistaken fact, material effect, allocation of risk and the additional legal ground permitting relief. Separate a bad outcome from a mistaken assumption at formation.
11. Misunderstanding. State each meaning, its materiality and each party's knowledge or reason to know. Distinguish differing meanings from a shared agreement inaccurately recorded.

Interpretation and the parol evidence rule

1. Contract interpretation. State the competing readings, identify admissible evidence and explain which reading it supports. Apply a hierarchy only after explaining the actual conflict.
2. Ambiguity. Give both proposed meanings and the evidence making each plausible under the governing interpretation rule. Separate admissibility from proof of the winning interpretation.
3. Parol evidence rule. Date the offered communication and specify its evidentiary purpose before deciding what subject was integrated, whether a contradiction exists and which context rule applies. Determine the integrated subject, any contradiction, and the applicable interpretation or commercial-context rule.
4. Integration clauses. Read what this integration clause actually covers, then explain the offered evidence and its purpose before deciding whether the clause excludes that use. Separate contradiction, collateral terms, interpretation and later modification.
5. Course of performance. Repeated conduct under this contract matters only with the other party’s knowledge and a genuine chance to object; identify those circumstances in the record. Distinguish interpretation consistent with the writing from an argument that repeated acceptance shows waiver.
6. Course of dealing. The relevant history consists of earlier transactions between these parties, so distinguish those dealings from performance of the agreement now disputed. Explain the shared understanding they support before applying the hierarchy for an actual inconsistency.
7. Trade usage. A claimed trade practice needs a defined place or trade, evidence of regular observance, the parties’ awareness and an explanation of its proposed contractual effect. Finish with consistency and adequate litigation notice.
8. Good faith and fair dealing. Anchor the complaint in an existing contractual duty, the particular performance or enforcement challenged and the definition of good faith governing that conduct. Show why the performance or enforcement violates that standard instead of invoking fairness alone.

Performance, conditions, and breach

1. Express conditions. The conditional language controls the first inquiry: what event must occur, by what deadline and in which form before the specified consequence follows? Separate literal occurrence from waiver, breach or forfeiture, and distinguish formation from an existing duty to perform.
2. Constructive conditions. Which duties are dependent, and why does their relationship make one party’s performance a condition of the other party’s obligation in this transaction? Classify the condition before deciding whether a defect excuses payment or instead supports a damages deduction.
3. Waiver of conditions. To establish waiver, connect the protected condition with conduct said to surrender it and the governing rule; the label alone proves no relinquishment. Do not substitute substantial performance for proof of waiver.
4. Substantial performance. Explain why the deviation is or is not substantial before calculating damages. Decide separately whether correction cost is grossly disproportionate to its benefit.
5. Material breach. Before advising suspension or termination, connect the breach and proposed response to materiality, cure timing, express conditions and the statutory regime applicable to this contract.
6. Divisible contracts. Match the actual promised parts and their agreed returns. Separate earned compensation, damages for breach and the remaining duties.
7. Anticipatory repudiation. Identify the future refusal and substantial impairment, then the response, retraction deadline, reliance and assurance requirements.
8. Adequate assurances. Identify the grounds, written demand, receipt and assurance offered. Test the commercial reasonableness and scope of any suspension; thirty days is a ceiling, not an automatic waiting period.
9. Impossibility. Identify the particular dependency, the later event, fault and risk allocation. Distinguish inability to supply that agreed performance from a more costly available alternative.
10. Impracticability. Identify the event and the evidence allocating its risk. Evaluate the actual alternative, including cargo, capacity, expense and agreed obligations. For goods, finish with substitute delivery, allocation and notice.
11. Frustration of purpose. Identify the distinctive purpose, communicated context, later event and risk allocation; distinguish a private motive or reduced profit.

Remedies

1. Expectation damages. State the missing performance, select the applicable measure, show the arithmetic, and identify savings already deducted. For defective work, analyze centrality, cost, value and any destructive reconstruction before choosing a measure.
2. Reliance damages. Identify each proved expenditure or detriment, its connection to the promise and any retained benefit. Separate contract reliance from the remedy needed to prevent injustice on a promissory-estoppel claim.
3. Restitution damages. Identify the benefit, the basis for restitution and its reasonable value. Distinguish the injured performer from a party seeking restitution after its own breach.
4. Foreseeability of damages. Identify each loss, what was known when agreement was made, and the link to breach; then test proof and reasonable prevention.
5. Certainty of damages. Name the claimed interest and the evidence supporting amount and causation. Separate failure to prove one loss from a supported claim for a different interest.
6. Mitigation. Identify the alternative, its availability and the loss it would prevent. Keep proved expected profit and saved expenses distinct.
7. Liquidated damages. Identify whether the term fixes damages, caps liability or governs a deposit; apply the corresponding rule and account for proved offsets.
8. Penalty clauses. Compare the stipulated amount with the harms it covers. A single sum for unequal breaches invites scrutiny, but the label alone does not decide reasonableness.
9. Specific performance. Identify the promised act, enforceability, inadequacy of compensation, available substitutes and any required decree conditions.

Third parties

1. Third-party beneficiaries. Identify the promised benefit and enforcement theory, governing intent test, any modification power and the jurisdiction's vesting rule.
2. Assignment of rights. Identify the right, scope of transfer, restriction, applicable payment category, effective notification and claimed defense.
3. Delegation of duties. Separate transfer of a right from delegation of a duty. Identify any personal-performance interest and any actual release; a replacement performer alone does not discharge the original party.
4. Novation. Identify the old obligation, the replacement and evidence of intended release. Distinguish delegation with continuing liability from an agreed substitution that extinguishes it.