Contracts

Keep four different questions apart

First ask what counts as agreement under the governing rules. Identify the proposed exchange and the conduct said to accept it.

Read the operative language. A form called an acknowledgment might accept while proposing an additional term, or might expressly make acceptance conditional on assent to that term; its title alone cannot tell you which formation route applies or whether the proposed addition becomes part of the agreement. Calling it a counteroffer before examining those words skips the disputed step.

Next separate enforceability from agreement. A writing requirement can matter even after the parties appear to agree.

Conversely, satisfying a writing requirement does not prove that they agreed to every asserted term. Defenses also need their own facts and elements. If a party alleges mistake, identify the supposed shared assumption and the allocation of its risk; disappointment with the bargain is not a substitute for that analysis.

Performance and remedy come later in the chronology. Determine which obligation was due, whether a condition affected it and what response the governing rule permits.

Then identify the loss being claimed. A buyer seeking substitute-goods expense asks a different remedial question from a claimant seeking reimbursement of reliance expenditure. Give each step a conclusion before using it as the premise of the next step.

Work one supply dispute from beginning to end

Use this original hypothetical under the model UCC provisions, with no separate defense or remedy limitation. Two merchants arrange a sale of 100 desks at $300 each, delivery due on an agreed date. The buyer's purchase order expressly limits acceptance to its terms.

The seller sends a timely signed confirmation identifying the same quantity and price, accepting without a condition but adding an inspection deadline. The seller later breaches by failing to deliver. Assume the buyer promptly makes a reasonable substitute purchase in good faith for $340 per desk.

Begin with formation. The additional inspection provision does not, by its presence alone, make the response conditional.

For goods transactions, section 2-207(1) can preserve acceptance despite a mismatch in forms when the response is definite and timely, or the confirmation reasonably prompt, but an express demand for assent to the changed terms removes that route; address these requirements before importing a common-law rule. The condition matters. Changing the confirmation to require assent to the inspection deadline would change the formation inquiry.

Now examine the inspection deadline separately. The offer's express limitation matters under section 2-207(2)(a).

On these assumptions, merchant status does not force that proposed addition into the contract. Explain the stated exclusion rather than assuming every added term is material or that the later form always controls. The answer to whether a contract formed is not the answer to whether this particular term joined it.

For the writing issue, the transaction exceeds the model section 2-201 threshold. The seller's signed confirmation identifies 100 desks and supplies written evidence against that seller.

This hypothetical therefore does not require you to invent a signature or an exception. For a separate quantity variation, assume an agreement for 100 desks but sufficient signed evidence for only 60, with no linked writing or statutory exception establishing more.

Section 2-201(1)'s writing route would then permit enforcement of no more than 60. Other routes would need their own supporting facts.

Show the arithmetic behind a remedy

The agreed price in the supply problem is $30,000. The substitute purchase costs $34,000. Their $4,000 difference is the starting cover differential under the assumed section 2-712 conditions.

If the breach also causes $200 of qualifying additional shipping expense, with no expenses saved and no other loss, the stated example yields $4,200. The additional expense must qualify under the governing damages provision; calling it shipping does not itself establish that every shipping payment is recoverable.

Do not award the entire $34,000 substitute price as damages merely because the original seller breached. The buyer would have owed $30,000 for the promised desks.

Equally, do not deduct that unpaid $30,000 again after calculating the $4,000 difference. The comparison has already accounted for it. Show the subtraction and check that each payment appears only once in the calculation before adding any other supported loss.

A claim for lost downstream profit needs a separate analysis and evidence. The $4,200 calculation assumes no such item. Adding a large profit figure to the story would not establish knowledge at contracting, causation, proof or reasonable prevention.

Keep each requested item on its own line, identify its legal basis and state which necessary facts are supplied. If information is missing, explain the consequence instead of quietly filling the gap with a favorable assumption.

Change one fact and identify the step it changes

Return to the seller's confirmation. Replacing the desk sale with an agreement entirely for services removes the question's assumption that Article 2 governs. That is a governing-law change.

Removing the seller's signature raises a writing question. Making the acceptance expressly conditional changes the formation inquiry. An answer that announces only that everything depends on the facts misses the opportunity to explain which fact affects which legal step.

Try a timing change next. Suppose the buyer's profitable resale opportunity arose only after the original supply agreement. That later event does not itself prove what the seller had reason to know when the parties contracted.

Or suppose the buyer delayed substitute purchasing while equivalent desks remained available. You would need to examine the statutory timing and reasonable-prevention issues using the actual reasons for delay and available alternatives. Neither change makes every other issue disappear.

For your own practice, make one alteration at a time and preserve the rest of the problem. Write the conclusion that changes and the conclusions that remain supported.

This isolates a distinction you can test again. Changing the transaction, communications, dates and requested remedy all at once makes it harder to tell which rule you misunderstood.

Read an assigned case for the decision it permits

Beside the case name, record the court's procedural task. A decision that a claim can proceed is different from a finding after trial that the claim has been proved. A new-trial order is different from entry of a final damages award.

When a court assumes a proposition to reach another issue, mark that assumption separately from its holding. These distinctions determine what the case can support in a new problem.

Then connect an important fact to a reason the court gave. Avoid reducing a case to the winner's name or a memorable object.

State the disputed proposition, identify the evidence that mattered and explain why a changed fact could move the analysis. When two authorities appear to conflict, compare their governing rules, procedural settings and stated exceptions before declaring that one simply defeats the other.

Use the linked opinion alongside the brief when your assignment turns on a narrow qualification. Identify who made a statement, whether it was a finding or an allegation and whether the court accepted it.

A party's proposed rule in the reporter's background material is not automatically the court's rule. Keep quotations short and distinguish a judicial conclusion from a fact that still needed proof.

Make the next practice attempt answer a specific question

After an attempt, classify the error before rereading a whole unit. If you used the wrong governing law, return to transaction classification. If you found an agreement but ignored a writing problem, work on enforceability.

If your remedy calculation is wrong, identify whether the error concerns the legal measure, the supplied numbers or a duplicated deduction. Each diagnosis suggests a different next exercise.

Explain every alternative. A choice can reach a familiar conclusion yet still fail because its reasoning uses the rule for a different transaction, assumes evidence the problem never supplies or treats one necessary condition as sufficient to establish the whole claim; identify the particular defect under the stated facts.

If you cannot identify that difference, record the unresolved question rather than treating a correct guess as mastery. Reattempt it after working through a new example of the same distinction.

For an essay, compare the actual application sentences with the model and rubric. Underline the facts you used and identify an adverse inference you addressed. A conclusion can be defensible while its explanation remains incomplete.

Keep a short error log with the issue, the missing step and a new example you can solve. Bring that precise question, together with your attempted analysis, to office hours or a study discussion.

Foundations

Start by finding the governing law and the standard for judging agreement.

• Sources of contract law
• Common law versus UCC Article 2
• Objective theory of assent

Mutual assent: offer and acceptance

A contract needs an offer and an acceptance. This unit covers how each forms, how each ends, and what changes for goods.

• Offer
• Advertisements as offers
• Revocation of offers
• Option contracts
• Firm offers
• Acceptance
• Mailbox rule
• Unilateral contracts
• Bilateral contracts
• Silence as acceptance
• Mirror image rule
• Battle of the forms (UCC 2-207)

Consideration and its substitutes

Identify a requested exchange first, then test any reliance or restitution theory on its own requirements.

• Consideration
• Bargained-for exchange
• Past consideration
• Preexisting duty rule
• Contract modification
• Accord and satisfaction
• Promissory estoppel
• Restitution and unjust enrichment
• Moral obligation

Formalities

Writing requirements and electronic form are separate from proof of assent and the remaining enforcement requirements.

• Statute of Frauds
• Electronic contracting

Defenses to enforcement

A valid-looking agreement can be avoided for lack of capacity, unfair pressure, deception, mistake, or illegality.

• Capacity to contract
• Duress
• Undue influence
• Misrepresentation
• Nondisclosure
• Unconscionability
• Illegality
• Public policy
• Mutual mistake
• Unilateral mistake
• Misunderstanding

Interpretation and the parol evidence rule

Courts decide what the agreement means, and which earlier statements can be used to prove it.

• Contract interpretation
• Ambiguity
• Parol evidence rule
• Integration clauses
• Course of performance
• Course of dealing
• Trade usage
• Good faith and fair dealing

Performance, conditions, and breach

Who must perform first, what counts as breach, and when events after signing excuse a party.

• Express conditions
• Constructive conditions
• Waiver of conditions
• Substantial performance
• Material breach
• Divisible contracts
• Anticipatory repudiation
• Adequate assurances
• Impossibility
• Impracticability
• Frustration of purpose

Remedies

What a court awards after breach, and the limits on the award.

• Expectation damages
• Reliance damages
• Restitution damages
• Foreseeability of damages
• Certainty of damages
• Mitigation
• Liquidated damages
• Penalty clauses
• Specific performance

Third parties

Who else can enforce a contract, and how rights and duties move to someone new.

• Third-party beneficiaries
• Assignment of rights
• Delegation of duties
• Novation