Paralegal Certification (CP / CLA) Substantive Law: Contracts, Torts, and Business Organizations Syllabus

Substantive Law: Contracts, Torts, and Business Organizations syllabus — full chapter and topic list

Expand any chapter to see its topics and sub-topics. This is the whole examinable outline for Substantive Law: Contracts, Torts, and Business Organizations in Paralegal Certification (CP / CLA), not a summary of it.

1. 1

   Contract Law

   4 topics

   • Formation of contracts
     • Offer, acceptance, and consideration
     • Capacity and legality
   • Defenses to enforcement
     • Fraud, duress, and undue influence
     • Mistake and the Statute of Frauds
   • Breach and remedies
   • UCC and the sale of goods
2. 2

   Tort Law

   4 topics

   • Negligence
     • Duty, breach, causation, and damages
     • Comparative and contributory negligence
   • Intentional torts
     • Assault, battery, and false imprisonment
     • Defamation and invasion of privacy
   • Strict liability and product liability
   • Defenses and damages
3. 3

   Business Organizations

   4 topics

   • Forms of business entities
     • Sole proprietorships and partnerships
     • Corporations and LLCs
   • Formation and governance
     • Articles, bylaws, and operating agreements
     • Fiduciary duties of officers and directors
   • Agency relationships and authority
   • Dissolution and liability of owners

Substantive Law: Contracts, Torts, and Business Organizations flashcards for Paralegal Certification (CP / CLA)

21 of 51 cards from the Substantive Law: Contracts, Torts, and Business Organizations deck — real questions with worked answers.

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

   (1) Offer, (2) Acceptance, (3) Consideration, and (4) Mutual assent (a meeting of the minds), along with capacity and a legal purpose.

2. What legal standard distinguishes a valid offer from a mere invitation to negotiate?

   An offer must show a present intent to be bound, with definite and certain terms, communicated to the offeree. Advertisements, price quotes, and invitations to bid are generally invitations to negotiate, not offers.

3. Under the common law 'mirror image rule,' what makes an acceptance valid?

   The acceptance must mirror the offer exactly. Any change to the terms is a counteroffer, which rejects the original offer rather than accepting it.

4. What is the 'mailbox rule' in contract acceptance?

   Acceptance is effective when dispatched (e.g., placed in the mail), while revocations and rejections are effective only upon receipt by the offeree/offeror.

5. Define consideration in contract law.

   Consideration is a bargained-for exchange of legal value—a benefit to the promisor or a detriment to the promisee. Each party must give up something of legal value.

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

   It enforces a promise without consideration when the promisor reasonably expects the promisee to rely on it, the promisee does justifiably rely to their detriment, and injustice can be avoided only by enforcement.

7. What contracts must be in writing under the Statute of Frauds?

   Contracts for: marriage consideration, contracts that cannot be performed within one year, sales of land/interests in land, executor agreements to pay estate debts personally, sales of goods $500 or more (UCC), and suretyship (promises to pay another's debt). Mnemonic: MY LEGS.

8. What is the difference between a void and a voidable contract?

   A void contract has no legal effect from the outset (e.g., illegal purpose). A voidable contract is valid but one party has the power to rescind or affirm it (e.g., a contract by a minor).

9. List the principal defenses to the enforcement of a contract.

   Lack of capacity (minority, mental incompetence, intoxication), duress, undue influence, misrepresentation/fraud, mistake, unconscionability, illegality, and the Statute of Frauds.

10. What is the difference between unilateral and mutual mistake as contract defenses?

    A mutual (bilateral) mistake—both parties wrong about a material fact—generally allows rescission. A unilateral mistake usually does not, unless the other party knew or should have known of it, or enforcement would be unconscionable.

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

    (1) A false representation of material fact, (2) made with knowledge of its falsity (scienter), (3) intent to induce reliance, (4) justifiable reliance by the other party, and (5) resulting damages.

12. What is the difference between duress and undue influence?

    Duress is coercion by an improper threat that overcomes free will. Undue influence is unfair persuasion by a party in a relationship of trust or dominance over a vulnerable party.

13. What is unconscionability, and what are its two components?

    An unfair contract so one-sided no reasonable person would agree. Procedural unconscionability concerns unfair bargaining (hidden terms, unequal power); substantive unconscionability concerns oppressive or harsh terms.

14. What constitutes a material breach of contract?

    A material breach is a failure to perform that substantially defeats the purpose of the contract, depriving the non-breaching party of the benefit of the bargain and excusing their further performance.

15. What is the difference between a material breach and a minor (partial) breach?

    A material breach excuses the non-breaching party's performance and allows suit for total breach. A minor breach allows recovery of damages but the non-breaching party must still perform.

16. What is an anticipatory repudiation, and what may the non-breaching party do?

    It is a clear indication by one party, before performance is due, that they will not perform. The non-breaching party may immediately sue for breach, suspend performance, or wait until the performance date.

17. What are compensatory (expectation) damages designed to do?

    To put the non-breaching party in the position they would have occupied had the contract been fully performed, covering the loss in value plus consequential and incidental damages, minus costs avoided.

18. What are consequential damages, and what limits their recovery (Hadley v. Baxendale)?

    Special damages flowing from the breach beyond the contract itself. They are recoverable only if foreseeable—i.e., arising naturally or reasonably contemplated by both parties at contract formation.

19. What is the duty to mitigate damages?

    The non-breaching party must take reasonable steps to minimize losses. Damages that could have been reasonably avoided are not recoverable.

20. When are liquidated damages clauses enforceable?

    When actual damages were difficult to estimate at formation and the stipulated amount is a reasonable forecast of the harm. If it operates as a penalty, it is unenforceable.

21. What is specific performance and when is it available?

    An equitable remedy ordering a party to perform their contractual obligation. It is available when the legal remedy (money) is inadequate, typically for unique goods or real estate, and never to compel personal services.

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