First-Year Law Students' Examination (FYLSX / Baby Bar) Contracts (Common Law) Syllabus

Contracts (Common Law) syllabus — full chapter and topic list

Expand any chapter to see its topics and sub-topics. This is the whole examinable outline for Contracts (Common Law) in First-Year Law Students' Examination (FYLSX / Baby Bar), not a summary of it.

1. 1

   Contract Formation

   4 topics

   • Mutual Assent
     • Objective theory of contracts
     • Offer: present intent, definite terms, communication
     • Advertisements, invitations to deal, and price quotes
     • Termination of offer: revocation, rejection, counteroffer, lapse, death
   • Acceptance
     • Bilateral vs. unilateral contracts
     • Mailbox rule and timing of acceptance
     • Acceptance by silence or conduct
   • Consideration
     • Bargained-for exchange and legal detriment
     • Adequacy vs. sufficiency; illusory promises
     • Pre-existing duty rule
     • Past consideration and moral obligation
   • Consideration Substitutes
     • Promissory estoppel (detrimental reliance)
     • Promises to pay barred or discharged debts
2. 2

   Defenses to Formation and Enforcement

   5 topics

   • Capacity
     • Minors and disaffirmance
     • Mental incapacity and intoxication
   • Statute of Frauds
     • Categories requiring a writing (MY LEGS)
     • Satisfaction by writing and signature
     • Part performance exception for land
   • Mistake
     • Mutual mistake of material fact
     • Unilateral mistake and palpable error
   • Misrepresentation, Fraud, Duress, and Undue Influence
   • Illegality, Public Policy, and Unconscionability
3. 3

   Terms, Conditions, and Interpretation

   3 topics

   • Parol Evidence Rule
     • Total vs. partial integration
     • Exceptions: fraud, condition precedent, ambiguity
   • Conditions
     • Express vs. constructive conditions
     • Conditions precedent, concurrent, and subsequent
     • Excuse: waiver, estoppel, prevention
   • Rules of Construction
4. 4

   Performance, Breach, and Discharge

   4 topics

   • Substantial Performance Doctrine
   • Material vs. Minor Breach
   • Anticipatory Repudiation
     • Retraction of repudiation
     • Adequate assurances of performance
   • Discharge of Duties
     • Impossibility and impracticability
     • Frustration of purpose
     • Rescission, accord and satisfaction, novation
5. 5

   Remedies and Third-Party Rights

   6 topics

   • Expectation Damages
     • Benefit of the bargain
     • Consequential damages and Hadley v. Baxendale foreseeability
   • Limitations on Damages
     • Certainty and causation
     • Avoidable consequences (mitigation)
   • Reliance and Restitution Damages
   • Equitable Remedies
     • Specific performance and uniqueness
     • Reformation and rescission
   • Liquidated Damages Clauses
   • Third-Party Rights
     • Intended vs. incidental beneficiaries and vesting
     • Assignment of rights
     • Delegation of duties

Contracts (Common Law) flashcards for First-Year Law Students' Examination (FYLSX / Baby Bar)

19 of 52 cards from the Contracts (Common Law) deck — real questions with worked answers.

1. What is mutual assent and how is it determined?

   Mutual assent is the meeting of the minds between parties, formed by a valid offer and acceptance. It is determined by the objective theory of contracts: a party's outward, manifested intent (words and conduct) as a reasonable person would interpret it, not secret subjective intent.

2. What three elements must an offer contain to be valid under common law?

   (1) A present intent to be bound (objective manifestation of willingness to contract), (2) certain and definite terms (parties, subject matter, price, quantity, time), and (3) communication to an identified offeree.

3. List the four ways an offer can be terminated.

   (1) Lapse of time (stated or reasonable period), (2) revocation by the offeror, (3) rejection or counteroffer by the offeree, and (4) operation of law (death/incapacity of either party, destruction of subject matter, or supervening illegality).

4. When does a revocation of an offer become effective, and what are the four exceptions to free revocability?

   Revocation is effective when received by the offeree. Exceptions (offer is irrevocable): (1) option contract supported by consideration, (2) merchant's firm offer (UCC), (3) detrimental reliance (foreseeable and reasonable), and (4) start of performance on a unilateral contract.

5. What is the difference between a unilateral and a bilateral contract?

   A bilateral contract is formed by exchanging mutual promises (a promise for a promise). A unilateral contract is formed by offering a promise in exchange for completed performance; acceptance occurs only upon full performance of the requested act.

6. Under the mailbox rule, when is an acceptance effective?

   An acceptance is effective upon dispatch (when properly mailed/sent), even before the offeror receives it. The rule does not apply to option contracts (effective on receipt), and if a rejection is sent before an acceptance, whichever arrives first controls.

7. Can silence ever constitute acceptance?

   Generally no. Exceptions: (1) prior dealings or trade usage make silence reasonable, (2) the offeree takes the benefit of services with reasonable opportunity to reject and reason to know payment was expected, or (3) the offeree's prior conduct indicated silence would signal acceptance.

8. What happens when an offeree starts performance of a unilateral contract?

   Beginning performance makes the offer irrevocable (an option contract is created) for a reasonable time to complete performance, but the contract is not fully accepted until performance is complete. Mere preparation to perform does not create this protection.

9. Define consideration and its two required components.

   Consideration is a bargained-for exchange of legal value. It requires (1) a bargained-for exchange (each promise induces the other) and (2) legal value, meaning either a benefit to the promisor or a legal detriment to the promisee (doing or promising to do something one is not legally obligated to do, or forbearing a legal right).

10. What is the pre-existing duty rule and its main exceptions?

    A promise to do something one is already legally obligated to do is not valid consideration. Exceptions: (1) new or different consideration, (2) a pre-existing duty owed to a third party, (3) honest dispute as to the duty, and (4) unforeseen circumstances making performance substantially more burdensome (modification fair and equitable).

11. Is past consideration valid consideration? Note any exception.

    No, past consideration (an act already performed before the promise) is generally not valid consideration because it was not bargained for. Exception (minority/modern): a promise to pay for a past benefit conferred without gratuitous intent may be enforced to prevent injustice (material benefit rule).

12. How does an illusory promise affect consideration?

    An illusory promise (one that does not actually bind the promisor, e.g., 'I'll buy if I feel like it') is not valid consideration because there is no commitment. Requirements and output contracts are NOT illusory because they are limited by the buyer's/seller's good-faith needs.

13. State the elements of promissory estoppel (detrimental reliance).

    (1) A promise the promisor should reasonably expect to induce reliance, (2) actual reliance by the promisee that is reasonable and foreseeable, (3) detriment as a result, and (4) injustice can be avoided only by enforcement. It serves as a consideration substitute; recovery may be limited to reliance damages.

14. When does part payment of a debt discharge the full debt (accord and satisfaction)?

    Part payment discharges a debt only if the debt is unliquidated or disputed in good faith; payment of a lesser sum on an undisputed, liquidated, matured debt is not satisfaction (no consideration) unless paid early, in a different form, or at a different place.

15. Who lacks capacity to contract, and what is the effect?

    Minors (under 18), the mentally incapacitated, and intoxicated persons (if the other party had reason to know) lack full capacity. Their contracts are voidable at the option of the incapacitated party, who may disaffirm; the competent party cannot disaffirm.

16. What is a minor's liability for necessaries, and what is ratification?

    A minor remains liable in quasi-contract for the reasonable value of necessaries (food, shelter, clothing, medical care). Ratification occurs when, upon reaching majority, the minor expressly affirms or fails to timely disaffirm the contract, making it fully binding.

17. Which contracts fall within the Statute of Frauds (must be in writing)?

    MY LEGS: Marriage (consideration of marriage), contracts incapable of performance within one Year, contracts involving Land/interests in land, Executor/administrator promises to pay estate debts personally, Goods $500+ (UCC), and Suretyship (promise to answer for another's debt).

18. What does the Statute of Frauds require for a sufficient writing?

    A writing (or writings) that (1) identifies the parties and subject matter, (2) states the essential terms, and (3) is signed by the party to be charged (the one against whom enforcement is sought). The signature may be any mark intended to authenticate.

19. Name the main ways to satisfy or avoid the Statute of Frauds without a complete signed writing.

    Part performance (for land: payment plus possession and/or improvements), full performance, judicial admission, promissory estoppel/detrimental reliance, and under the UCC: specially manufactured goods, merchant confirmatory memo, admission in court, and goods paid for or received/accepted.

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