Master of Laws (LLM) Contracts and Commercial Law (Common Law and UCC Article 2) Syllabus

Contracts and Commercial Law (Common Law and UCC Article 2) syllabus — full chapter and topic list

Expand any chapter to see its topics and sub-topics. This is the whole examinable outline for Contracts and Commercial Law (Common Law and UCC Article 2) in Master of Laws (LLM), not a summary of it.

1. 1

   Contract Formation

   4 topics

   • Offer and Acceptance
     • Mutual assent and the objective theory
     • Mailbox rule and methods of acceptance
     • UCC battle of the forms under 2-207
   • Consideration and Its Substitutes
     • Bargained-for exchange and adequacy
     • Promissory estoppel and detrimental reliance
     • Pre-existing duty rule and modification
   • Statute of Frauds and the Writing Requirement
   • Defenses to Formation: Capacity, Mistake, Duress, Unconscionability
2. 2

   Contract Terms and Interpretation

   4 topics

   • Parol Evidence Rule and Integration
   • Conditions Precedent, Concurrent, and Subsequent
   • Implied Terms and the Duty of Good Faith
   • Warranties Under the UCC
3. 3

   Performance, Breach, and Discharge

   4 topics

   • Performance Standards
     • Substantial performance under common law
     • Perfect tender rule under the UCC
   • Material vs. Minor Breach and Anticipatory Repudiation
   • Discharge by Impossibility, Impracticability, and Frustration
   • Risk of Loss and Acceptance/Rejection of Goods
4. 4

   Remedies and Third-Party Issues

   4 topics

   • Expectation, Reliance, and Restitution Damages
     • Foreseeability and the Hadley v. Baxendale rule
     • Mitigation and certainty requirements
     • Liquidated damages vs. penalties
   • Equitable Remedies: Specific Performance and Rescission
   • Third-Party Beneficiaries
   • Assignment of Rights and Delegation of Duties

Contracts and Commercial Law (Common Law and UCC Article 2) flashcards for Master of Laws (LLM)

21 of 72 cards from the Contracts and Commercial Law (Common Law and UCC Article 2) deck — real questions with worked answers.

1. What are the three elements required to form a valid contract?

   Mutual assent (offer + acceptance), consideration (bargained-for exchange), and no defenses to formation. Capacity and legality are also required.

2. What is an 'offer' in contract law?

   A manifestation of present intent to be bound, with definite and certain terms, communicated to an identified offeree, such that the offeree's assent will conclude the bargain.

3. How does the UCC differ from common law on the definiteness of contract terms?

   Common law requires all essential terms (parties, subject, price, quantity, time). The UCC allows gap-fillers for missing terms (price, time, place) as long as quantity is stated and the parties intended to contract.

4. What is the 'mailbox rule' and when does it apply?

   Acceptance is effective upon dispatch (when properly mailed/sent), not upon receipt. It applies to acceptances but NOT to offers, revocations, rejections, or counteroffers, which are effective on receipt.

5. Under common law's 'mirror image rule,' what is the effect of a response that adds new terms?

   It is a counteroffer (and a rejection), not an acceptance, because acceptance must mirror the offer exactly.

6. How does UCC 2-207 ('battle of the forms') treat additional terms between merchants?

   A definite expression of acceptance forms a contract even with additional terms. Between merchants, additional terms become part of the contract unless they materially alter it, the offer limits acceptance to its terms, or objection is made within a reasonable time.

7. What four ways can an offer be terminated before acceptance?

   Revocation by offeror, rejection/counteroffer by offeree, lapse of time, or operation of law (death/incapacity of either party, destruction of subject matter, or supervening illegality).

8. What is an option contract and how is an offer made irrevocable through one?

   An option contract holds an offer open for a stated period in exchange for consideration (separate payment). The offeror cannot revoke during the option period even if the offeree has not yet accepted.

9. What is a UCC 'firm offer' and its requirements?

   Under UCC 2-205, a merchant's signed written offer to buy or sell goods that gives assurance it will be held open is irrevocable without consideration, for the time stated or a reasonable time, but no longer than 3 months.

10. How may an offer for a unilateral contract be accepted, and when does it become irrevocable?

    It is accepted only by full performance. Once the offeree begins performance, the offer becomes temporarily irrevocable (an option is created), giving the offeree a reasonable time to complete; mere preparation is not enough.

11. Define consideration.

    A bargained-for exchange of legal value: each party must incur a legal detriment (do or promise to do something not legally obligated to do, or refrain from a legal right) sought by the other in exchange for the other's promise or performance.

12. What is the 'pre-existing duty rule' at common law?

    A promise to do something one is already legally obligated to do is not valid consideration. Thus a modification needs new consideration at common law (subject to exceptions like unforeseen difficulties).

13. Do contract modifications require new consideration under the UCC?

    No. Under UCC 2-209, a good-faith modification of a contract for goods is binding without new consideration.

14. What is promissory estoppel and its elements?

    A substitute for consideration: (1) a promise the promisor should reasonably expect to induce reliance, (2) actual detrimental reliance by the promisee, and (3) injustice avoidable only by enforcement. Recovery may be limited to reliance damages.

15. Is past consideration valid consideration?

    Generally no. An act already performed before a promise was made cannot be bargained for and is not valid consideration (with limited exceptions, such as a new promise to pay a debt barred by the statute of limitations).

16. What categories of contracts fall within the Statute of Frauds (must be in writing)?

    MY LEGS: Marriage (consideration of), contracts not performable within one Year, Land interests, Executor/administrator promises to pay estate debts personally, Goods of $500 or more (UCC), and Suretyship (promises to answer for another's debt).

17. What must a writing contain to satisfy the Statute of Frauds at common law?

    It must identify the parties, the subject matter, the essential terms, and be signed by the party to be charged (the party against whom enforcement is sought).

18. What is the UCC's writing requirement for the sale of goods, and key exceptions?

    Sales of goods $500+ need a signed writing showing a contract and quantity. Exceptions: specially manufactured goods, admission in court, part performance (to the extent of goods accepted/paid), and the merchant's confirmatory memo rule.

19. What is the merchant's confirmatory memo exception under the UCC?

    Between merchants, a signed written confirmation sent within a reasonable time satisfies the Statute of Frauds against the recipient (even though unsigned by them) unless the recipient objects in writing within 10 days.

20. How does part performance satisfy the Statute of Frauds for land contracts?

    An oral land contract may be enforced if the buyer performs acts unequivocally referable to it. Courts typically require two of three: payment of the price, possession of the land, and substantial improvements.

21. What are the two types of contractual incapacity that allow voiding a contract?

    Infancy (minors under 18) and mental incapacity/intoxication. Such contracts are voidable at the option of the incapacitated party, who may disaffirm; minors remain liable for necessaries.

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