<aside> Use this step-by-step approach to tackle contracts essay questions systematically! Remember: AFTER
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(Because AFTER you learn this method, you'll ace your contracts essays! ✨)
| Step | What to Analyze | Key Points to Cover |
|---|---|---|
| Applicable Law | Determine whether Common Law or UCC applies | ·Goods → UCC Article 2·Services, real estate, intangibles → Common Law·Mixed → Predominant purpose test |
| Formation | Analyze whether a valid contract exists | ·Offer (definite & certain terms)·Acceptance (mirror image vs. UCC 2-207)·Consideration (bargained-for exchange)·Capacity, legality, Statute of Frauds·Defenses to formation (mistake, fraud, duress) |
| Third Party Issues | Examine rights and duties of non-parties | ·Assignment of rights·Delegation of duties·Third-party beneficiaries (intended vs. incidental)·Joint and several liability |
| Excuse or Performance | Determine if contract has been performed or excused | ·Substantial performance vs. perfect tender·Material vs. minor breach·Conditions (express/implied, precedent/subsequent)·Discharge (impossibility, frustration, rescission)·Anticipatory repudiation |
| Remedies | Identify appropriate remedies for breach | ·Damages (expectation, reliance, restitution)·Limitations (foreseeability, mitigation, certainty)·Equitable remedies (specific performance, injunction)·UCC remedies (cover, resale, rejection, revocation) |
<aside> ✨ Remember: Always identify the governing law first! Common Law or UCC? This determination affects many subsequent rules.
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| Issue | Common Law (Services) | UCC (Goods) |
|---|---|---|
| Offer Revocation | Can revoke anytime before acceptance | Firm offer by merchant in writing irrevocable for stated time (max 3 months) |
| Acceptance | Mirror image rule | Can accept with different terms (2-207) |
| Contract Modification | Requires new consideration | No new consideration required |
| Missing Terms | May make contract unenforceable | Gap fillers (reasonable price, quantity, etc.) |
| Performance Standard | Substantial performance | Perfect tender |