Uniform Bar Examination (UBE) 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 Uniform Bar Examination (UBE), not a summary of it.

1. 1

   Formation of Contracts

   4 topics

   • Mutual Assent
     • Offer: definiteness and intent
     • Acceptance and the mirror-image rule
     • UCC 2-207 battle of the forms
     • Termination of the power of acceptance
   • Consideration and Alternatives
     • Bargained-for exchange and legal detriment
     • Promissory estoppel and detrimental reliance
     • Modification and the pre-existing duty rule
   • Defenses to Formation
     • Capacity, duress, and undue influence
     • Misrepresentation and fraud
     • Mistake (mutual and unilateral)
     • Unconscionability, illegality, and public policy
   • The Statute of Frauds
     • Contracts within the statute
     • Writing requirement and signature
     • Exceptions and part performance
2. 2

   Terms, Performance, and Conditions

   4 topics

   • Interpretation and the Parol Evidence Rule
     • Integration and merger clauses
     • Admissibility of extrinsic evidence
   • Conditions and Performance
     • Express, implied, and constructive conditions
     • Substantial performance and the perfect tender rule
     • Waiver and excuse of conditions
   • Warranties under the UCC
     • Express warranties
     • Implied warranty of merchantability
     • Implied warranty of fitness and disclaimers
   • Risk of Loss and Title
     • Risk of loss in shipment and destination contracts
     • Identification and passage of title
3. 3

   Breach, Remedies, and Third Parties

   4 topics

   • Breach and Excuse
     • Material vs. minor breach
     • Anticipatory repudiation and adequate assurances
     • Impossibility, impracticability, and frustration of purpose
   • Damages
     • Expectation, reliance, and restitution measures
     • Consequential and incidental damages; foreseeability
     • Mitigation and certainty limits
     • Liquidated damages clauses
   • Equitable and UCC Remedies
     • Specific performance and injunctions
     • Buyer's and seller's UCC remedies (cover, resale)
   • Third-Party Rights
     • Third-party beneficiaries
     • Assignment of rights
     • Delegation of duties

Contracts and Sales flashcards for Uniform Bar Examination (UBE)

23 of 71 cards from the Contracts and Sales deck — real questions with worked answers.

1. What two elements are required to form a valid contract under the objective theory of contracts?

   Mutual assent (offer + acceptance) and consideration (or a substitute), together with no defenses to formation. Assent is judged by outward manifestations, not subjective intent.

2. What is an offer, and what three things must it create in the offeree?

   An offer is a manifestation of present willingness to enter a bargain that creates a reasonable belief in the offeree that assent will conclude the deal. It must show (1) intent to contract, (2) definite/certain terms, and (3) communication to the offeree.

3. Under the UCC, what is the only essential term that must be included for a sale-of-goods contract to be enforceable?

   Quantity. The UCC fills gaps for price, time, and place of delivery, but quantity generally cannot be supplied by the court (except output/requirements contracts).

4. 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, and (4) operation of law (death/incapacity of either party, destruction of subject matter, or supervening illegality).

5. When is a revocation of an offer effective, and what is the main exception to free revocability?

   Revocation is effective on receipt by the offeree. The main exceptions (irrevocable offers) are: option contracts, UCC firm offers, detrimental reliance, and the start of performance of a unilateral contract.

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

   A signed written offer by a merchant promising to keep the offer open is irrevocable without consideration. It stays open for the time stated, or a reasonable time if none is stated, but in no event longer than 90 days.

7. Under the common law mirror-image rule, what is the effect of an acceptance that adds or changes terms?

   It is not an acceptance but a counteroffer, which rejects the original offer. The terms must match exactly to form a contract.

8. Under UCC 2-207, when does an acceptance with additional terms still form a contract, and when do the new terms become part of it?

   A definite acceptance forms a contract even with additional/different terms (unless acceptance is expressly conditional on the new terms). Between merchants, additional terms become part of the contract unless: (1) they materially alter it, (2) the offer limited acceptance to its terms, or (3) they are objected to within a reasonable time.

9. What is the mailbox rule and its key limitations?

   Acceptance is effective on dispatch (when sent), while revocations, rejections, and counteroffers are effective on receipt. The mailbox rule does not apply to option contracts (acceptance effective on receipt) and does not apply if a rejection is sent first.

10. How may a unilateral contract be accepted, and what protection does the offeree get once performance begins?

    A unilateral contract is accepted only by complete performance. Once the offeree begins performance, the offer becomes irrevocable for a reasonable time to allow completion (but the offeree is not obligated to finish).

11. Define consideration and its two requirements.

    Consideration is a bargained-for exchange of legal value. It requires (1) a bargained-for exchange and (2) legal detriment/value to both parties (a promise, performance, or forbearance from a legal right).

12. What is the pre-existing duty rule at common law, and how does the UCC differ?

    At common law, performing or promising to perform a pre-existing legal duty is not consideration, so contract modifications need new consideration. Under the UCC, good-faith modifications need NO new consideration.

13. Name three doctrines that serve as substitutes for consideration.

    (1) Promissory estoppel (detrimental reliance), (2) promises to pay debts barred by the statute of limitations (in writing), and (3) material benefit / moral obligation in some jurisdictions. Past consideration is generally NOT sufficient.

14. State the elements of promissory estoppel.

    (1) A promise the promisor should reasonably expect to induce reliance, (2) actual and reasonable detrimental reliance by the promisee, and (3) injustice that can be avoided only by enforcing the promise (recovery may be limited to reliance damages).

15. Why is an illusory promise unenforceable, and how are requirements/output contracts saved?

    An illusory promise reserves an unlimited right not to perform, so there is no commitment and no consideration. Requirements and output contracts are valid because the implied good-faith obligation limits the discretion, providing consideration.

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

    Contracts by minors are voidable at the minor's option; the minor may disaffirm before or shortly after reaching majority. Exception: minors are liable for the reasonable value of necessaries (food, shelter, clothing, medical care).

17. Distinguish mutual mistake from unilateral mistake as defenses to formation.

    Mutual mistake (both parties wrong about a basic, material assumption not allocated to the adversely affected party) makes the contract voidable. Unilateral mistake generally does NOT void unless the other party knew or should have known of the mistake, or enforcement would be unconscionable.

18. Distinguish fraud in the factum from fraud in the inducement.

    Fraud in the factum (misrepresentation about the very nature of the document) makes the contract VOID. Fraud in the inducement (lie about facts inducing assent) makes the contract VOIDABLE by the innocent party.

19. What are the elements of misrepresentation as a defense?

    (1) A misrepresentation of a present fact, (2) that is material or fraudulent, (3) made with intent to induce reliance (for fraud), (4) actual and justifiable reliance by the other party. Effect: contract is voidable.

20. Distinguish duress from undue influence.

    Duress is an improper threat that overcomes free will (physical duress = void; economic duress = voidable). Undue influence is unfair persuasion of a party under the domination of, or in a relationship of trust with, the persuader, making the contract voidable.

21. Distinguish procedural from substantive unconscionability.

    Procedural unconscionability concerns unfairness in the bargaining process (hidden terms, unequal bargaining power, adhesion). Substantive unconscionability concerns oppressive/one-sided terms. Unconscionability is tested at the time of formation and decided by the judge.

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

    MY LEGS: Marriage (contracts in consideration of marriage), contracts that cannot be performed within one Year, contracts for Land/interests in land, promises by an Executor to pay estate debts personally, contracts for the sale of Goods $500 or more, and Suretyship (promises to answer for another's debt).

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

    It must (1) identify the parties, (2) identify the subject matter, (3) state the essential terms, and (4) be signed by the party to be charged (the one against whom enforcement is sought).

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