Multistate Essay Examination (MEE) Contracts and Sales Syllabus

Contracts and Sales 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 Sales in Multistate Essay Examination (MEE), not a summary of it.

1. 1

   Formation

   5 topics

   • Mutual Assent
     • Offer and definiteness
     • Acceptance and the mailbox rule
     • Termination of the power of acceptance
   • Consideration and Substitutes
     • Bargained-for exchange
     • Promissory estoppel
   • UCC Article 2 Formation
     • Scope and merchants
     • Battle of the forms under 2-207
     • Firm offers
   • Defenses to Formation
     • Capacity, duress, and misrepresentation
     • Mistake and unconscionability
   • Statute of Frauds
2. 2

   Terms, Performance, and Conditions

   5 topics

   • Parol Evidence Rule and Interpretation
   • Conditions and Excuse
   • Performance and Breach
     • Substantial performance vs. material breach
     • Perfect tender rule
     • Anticipatory repudiation
   • Warranties in Sales
     • Express and implied warranties
     • Disclaimers and limitations
   • Discharge of Duties
     • Impossibility and frustration of purpose
     • Accord and satisfaction; novation
3. 3

   Remedies and Third Parties

   5 topics

   • Expectation, Reliance, and Restitution Damages
   • Limitations on Damages
     • Foreseeability, certainty, and mitigation
     • Liquidated damages
   • UCC Buyer and Seller Remedies
     • Cover, resale, and market damages
     • Rejection, revocation, and cure
   • Equitable Remedies
   • Third-Party Beneficiaries, Assignment, and Delegation

Contracts and Sales flashcards for Multistate Essay Examination (MEE)

23 of 64 cards from the Contracts and Sales deck — real questions with worked answers.

1. What is required to form a valid contract at common law?

   Mutual assent (offer + acceptance) and consideration, with no valid defenses to formation.

2. What is an offer?

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

3. How is offer/acceptance assent measured — subjective or objective?

   By the objective theory: courts look at outward manifestations (words/conduct) a reasonable person would understand, not secret subjective intent.

4. Is an advertisement generally an offer?

   No. Ads are usually invitations to deal, not offers. Exception: an ad that is clear, definite, and leaves nothing open to negotiation (e.g., 'first come, first served' for a specific item) can be an offer.

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

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

6. What is the mailbox rule and its key exceptions?

   Acceptance is effective upon dispatch (when mailed). Exceptions: it does not apply to option contracts (effective on receipt); if a rejection is sent first then an acceptance, whichever arrives first controls; offer can specify otherwise.

7. Name four ways to make an offer irrevocable.

   (1) Option contract supported by consideration; (2) UCC merchant's firm offer; (3) detrimental reliance/promissory estoppel (foreseeable reliance, e.g., a sub's bid); (4) part performance of a unilateral contract (offer cannot be revoked once performance begins).

8. What are the requirements of a UCC merchant's firm offer?

   (1) An offer to buy or sell goods; (2) by a merchant; (3) in a signed writing; (4) giving assurance it will be held open. It is irrevocable without consideration for the time stated, or a reasonable time, not to exceed 90 days.

9. What is consideration?

   A bargained-for exchange of legal value — each party gives up something (a legal detriment) in exchange for the other's promise or performance.

10. Does past consideration count as consideration?

    No. A promise made in return for a benefit already received is generally unenforceable for lack of bargained-for exchange (a minority/Restatement exception revives it to the extent of a material benefit conferred).

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

    A promise to do what one is already legally obligated to do is not consideration. Exceptions: new or different performance, unforeseen difficulties (modification), a third party owes the duty, or honest dispute over the duty.

12. Does the UCC require consideration to modify a contract?

    No. Under UCC 2-209, a good-faith modification of a goods contract needs no new consideration (common law still requires consideration absent an exception).

13. What is promissory estoppel and when does it apply?

    A promise is enforceable without consideration where: (1) the promisor should reasonably expect to induce reliance, (2) the promisee actually and reasonably relies, and (3) injustice can be avoided only by enforcement. Recovery may be limited to reliance damages.

14. What is an illusory promise?

    A promise that does not actually bind the promisor to anything (e.g., 'I'll buy if I feel like it'). It lacks consideration. Requirements and output contracts are NOT illusory because they are limited by good faith.

15. What law governs a contract for the sale of goods?

    UCC Article 2 governs transactions in goods (movable, tangible personal property). Common law governs services and real estate; for mixed contracts, the predominant purpose test usually controls.

16. Who is a 'merchant' under UCC Article 2?

    One who regularly deals in goods of the kind, or who by occupation holds itself out as having special knowledge or skill as to the goods or practices involved (some rules apply to any business person).

17. How may a contract for the sale of goods be accepted under the UCC?

    By any reasonable manner unless otherwise indicated. An order to buy goods for prompt shipment may be accepted by a prompt promise to ship OR by prompt shipment of conforming (or even nonconforming) goods.

18. What is the UCC 'battle of the forms' rule (2-207)?

    A definite acceptance forms a contract even with additional/different terms. Between merchants, additional terms become part of the contract unless: (1) the offer limits acceptance to its terms, (2) the terms materially alter, or (3) the offeror objects within a reasonable time.

19. What is the UCC gap-filler for an open price term?

    If price is left open, the court supplies a reasonable price at the time of delivery. A quantity term, however, generally cannot be supplied (except requirements/output contracts).

20. List the major defenses to contract formation.

    Incapacity (minority, mental illness, intoxication), duress, undue influence, misrepresentation/fraud, mistake, unconscionability, illegality, and Statute of Frauds.

21. What is the effect of a contract made by a minor?

    It is voidable by the minor. The minor may disaffirm before or shortly after reaching majority, or ratify it expressly or by conduct upon reaching majority. Minors remain liable for necessaries (quasi-contract).

22. Distinguish mutual mistake from unilateral mistake.

    Mutual mistake: both parties err on a basic assumption materially affecting the exchange — the adversely affected party may rescind (unless he bore the risk). Unilateral mistake: only one party errs — generally enforceable unless the other party knew/should have known of the mistake or enforcement would be unconscionable.

23. What are the elements of fraudulent misrepresentation (fraud in the inducement)?

    (1) A false assertion of material fact (or concealment), (2) made knowingly/recklessly (scienter), (3) with intent to induce reliance, (4) justifiable reliance, and (5) resulting damages. Renders the contract voidable.

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