Juris Doctor (JD) Contracts Syllabus

Contracts syllabus — full chapter and topic list

Expand any chapter to see its topics and sub-topics. This is the whole examinable outline for Contracts in Juris Doctor (JD), not a summary of it.

1. 1

   Formation of Contracts

   4 topics

   • Mutual Assent
     • Offer and the objective theory of contracts
     • Acceptance, mailbox rule, and the mirror image rule
     • Termination of the power of acceptance
   • Consideration
     • Bargained-for exchange and legal detriment
     • Pre-existing duty rule and modification
     • Promissory estoppel and reliance
   • Defenses to Formation
     • Capacity, duress, and undue influence
     • Misrepresentation, mistake, and fraud
     • Unconscionability and public policy
   • The Statute of Frauds
     • Categories of contracts within the statute
     • Satisfaction by writing and exceptions
2. 2

   Sales of Goods under UCC Article 2

   3 topics

   • Scope and Formation under Article 2
     • Goods versus services and the predominant purpose test
     • Merchants and the firm offer rule
     • The battle of the forms (UCC 2-207)
   • Warranties
     • Express warranties
     • Implied warranty of merchantability
     • Implied warranty of fitness and disclaimers
   • Performance and Breach under the UCC
     • The perfect tender rule and cure
     • Risk of loss and identification
     • Anticipatory repudiation and adequate assurances
3. 3

   Performance, Breach, and Excuse

   3 topics

   • Conditions
     • Express, implied, and constructive conditions
     • Excuse of conditions: waiver and estoppel
   • Breach and Substantial Performance
     • Material versus minor breach
     • Divisible contracts
   • Excuse of Performance
     • Impossibility and impracticability
     • Frustration of purpose
4. 4

   Remedies and Third Parties

   4 topics

   • Expectation, Reliance, and Restitution Damages
     • Measuring expectation damages
     • Limitations: foreseeability, certainty, mitigation
     • Liquidated damages and penalties
   • Equitable Remedies
     • Specific performance and injunctions
     • Reformation and rescission
   • Third-Party Rights
     • Third-party beneficiaries
     • Assignment of rights and delegation of duties
   • Parol Evidence and Interpretation
     • Integration and the parol evidence rule
     • Rules of construction and trade usage

Contracts flashcards for Juris Doctor (JD)

18 of 62 cards from the Contracts deck — real questions with worked answers.

1. What two elements together constitute mutual assent (the "meeting of the minds") required to form a contract?

   A valid offer and a valid acceptance of that offer.

2. What is the legal definition of an "offer"?

   A manifestation of present willingness to enter a bargain, made so that the offeree understands that his assent is invited and will conclude the deal. It must show intent, contain reasonably definite terms, and be communicated to the offeree.

3. Under the objective theory of contracts, how is intent to contract measured?

   By a party's outward, objective manifestations (words and conduct) as reasonably understood by the other party, not by secret, subjective intentions.

4. List the four ways an offer can be terminated before acceptance.

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

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

   A bilateral contract is a promise exchanged for a promise (accepted by promising). A unilateral contract is a promise exchanged for performance (accepted only by completing the requested act).

6. Under the common law "mirror image rule," what makes a purported acceptance ineffective?

   An acceptance that adds, omits, or changes any term of the offer; it is not an acceptance but a counteroffer (which rejects the original offer).

7. State the "mailbox rule" for acceptance.

   Acceptance is effective when dispatched (e.g., placed in the mail), whereas revocations, rejections, and counteroffers are effective only when received.

8. How may an offer for a unilateral contract be accepted, and when can the offeror revoke it once performance begins?

   It is accepted only by full performance of the requested act. Once the offeree begins performance, the offer becomes irrevocable for a reasonable time to allow completion (mere preparation does not lock it in).

9. What are the four ways to make an offer irrevocable?

   (1) An option contract (offer supported by separate consideration); (2) a UCC firm offer; (3) detrimental reliance/promissory estoppel; and (4) beginning performance of a unilateral contract.

10. What is the definition of consideration?

    A bargained-for exchange in which each party incurs a legal detriment (or confers a benefit) — i.e., a promise or performance sought by the promisor in exchange for his own promise.

11. Under the pre-existing duty rule, why does a promise to do what one is already legally bound to do fail as consideration?

    Performing or promising to perform an existing legal duty is not a legal detriment, so it cannot serve as new consideration for a modification or new promise (common law).

12. State the elements of promissory estoppel.

    (1) A promise the promisor should reasonably expect to induce action or forbearance; (2) actual, reasonable, and detrimental reliance by the promisee; and (3) injustice avoidable only by enforcement. It substitutes for consideration.

13. What is an illusory promise, and what is its effect on consideration?

    A promise that reserves an unlimited right to perform or not (e.g., "I'll buy if I feel like it"). It imposes no real obligation, so it fails as consideration and the contract is unenforceable.

14. Does past consideration satisfy the consideration requirement?

    No. An act already performed before a promise was made was not bargained for in exchange for that promise, so it is generally not valid consideration.

15. How does the adequacy of consideration differ from the sufficiency (legal value) of consideration?

    Courts require legally sufficient consideration (a real bargained-for detriment) but generally do not inquire into adequacy — they will not weigh whether the exchange was a fair or equal value (absent fraud, duress, or unconscionability).

16. How does a settlement/forbearance on a disputed or doubtful claim satisfy consideration?

    Forbearing to assert, or surrendering, a claim that is honestly and reasonably believed valid (even if it ultimately is not) is a legal detriment and constitutes valid consideration.

17. List the principal defenses to contract formation.

    Lack of capacity (minority/incompetence), duress, undue influence, misrepresentation/fraud, mutual or unilateral mistake, illegality, unconscionability, and lack of consideration.

18. What is the legal effect of a contract entered into by a minor (infancy)?

    It is voidable at the minor's option. The minor may disaffirm before, or within a reasonable time after, reaching majority; failure to disaffirm (or conduct ratifying it) after majority binds the minor.

See more Contracts flashcards →

Planning Contracts for Juris Doctor (JD)

Contracts (Juris Doctor (JD)) FAQ