Contracts

Question 1

Contracts: General Roadmap

Answer 1

I. Applicable Law
II. Formation
III. Defenses
IV. Third Parties
V. Performance or Excuse
VI. Breach
VII. Remedies

Question 2

I. Applicable Law

Answer 2

A. Services - C/L
B. Sale of Goods - UCC
C. Mixed - Predominant Purpose Test

Question 3

II. Formation

Answer 3

A. Mutual Assent
B. Consideration
C. Issues with Terms

Question 4

III. Defenses

Answer 4

A. Formation
1. Mistake
2. Misunderstanding
3. Misrepresentation/Fraud
4. Duress or Undue Influence
5. Incapacity

B. Enforcement
1. Illegality
2. Unconscionability
3. Public Policy
4. SOF

Question 5

IV. Third Parties

Answer 5

A. Third-Party Beneficiaries
B. Assignment
C. Delegation

Question 6

V. Performance or Excuse

Answer 6

A. Conditions
B. Discharge of Duty
C. Anticipatory Repudiation

Question 7

VI. Breach

Answer 7

A. C/L - Substantial Performance
B. UCC - Perfect Tender Rule

Question 8

VII. Remedies

Answer 8

A. Damages
B. Specific Performance

Question 9

II.A. Mutual Assent

Answer 9

1. Was there an offer (commitment, specific offeree, terms)?
2. Was it terminated (revocation, rejection, lapse, operation of law)?
3. Was it accepted (C/L mirror image rule, UCC battle of forms, unilateral)?

Question 10

II.B. Consideration

Answer 10

1. Bargained-for exchange (e.g., not gift, past consideration)?
2. Of legal detriment (e.g., not illusory promise, pre-existing duty)?
3. Or a substitute (e.g., promissory estoppel, quasi-contract)?

Question 11

II.C. Issues with Terms

Answer 11

1. Modification?
2. Parol Evidence Rule
3. Warranties

Question 12

V.A. Conditions

Answer 12

1. Were conditions excused (waiver, estoppel, anticipatory repudiation, prospective inability to perform)?
2. Were conditions satisfied?