CONTRACTS
Complete 1L Exam Outline
Formation • Defenses • Interpretation • Performance & Breach
Remedies • Third-Party Rights • Discharge • UCC Article 2
Includes a condensed black-letter-law cheat sheet for exam day.
Contracts Exam Outline | Page 1
, TABLE OF CONTENTS
I. Sources of Contract Law
II. Formation — Offer
III. Formation — Acceptance
IV. Formation — Consideration & Promissory Estoppel
V. Defenses to Formation
VI. Interpretation & the Parol Evidence Rule
VII. Conditions & Performance
VIII. Breach of Contract
IX. Remedies
X. Third-Party Rights
XI. Discharge of Duties
XII. UCC Article 2 — Sale of Goods
XIII. Exam-Day Rule Statement Cheat Sheet
Contracts Exam Outline | Page 2
, I. SOURCES OF CONTRACT LAW
Two bodies of law govern contracts, and the first exam step is always identifying which one applies.
Common Law
Governs contracts for services, real estate, employment, and anything not classified as a 'good.' Built from case
law and the Restatement (Second) of Contracts, which is persuasive, not binding, authority.
UCC Article 2
Governs contracts for the sale of goods — movable, tangible personal property. Applies more liberally than
common law (relaxes mirror-image rule, allows gap-fillers, imposes merchant-specific duties).
RULE — Predominant Purpose Test: For mixed contracts (goods + services), courts ask whether
the predominant purpose of the transaction is the sale of goods or the provision of services; the entire
contract is then governed by one body of law.
Exam tip: always open a contracts answer by classifying the transaction (goods vs. services) before applying
any rule — grading rubrics reward this issue-spotting step even before reaching the merits.
Contracts Exam Outline | Page 3
Complete 1L Exam Outline
Formation • Defenses • Interpretation • Performance & Breach
Remedies • Third-Party Rights • Discharge • UCC Article 2
Includes a condensed black-letter-law cheat sheet for exam day.
Contracts Exam Outline | Page 1
, TABLE OF CONTENTS
I. Sources of Contract Law
II. Formation — Offer
III. Formation — Acceptance
IV. Formation — Consideration & Promissory Estoppel
V. Defenses to Formation
VI. Interpretation & the Parol Evidence Rule
VII. Conditions & Performance
VIII. Breach of Contract
IX. Remedies
X. Third-Party Rights
XI. Discharge of Duties
XII. UCC Article 2 — Sale of Goods
XIII. Exam-Day Rule Statement Cheat Sheet
Contracts Exam Outline | Page 2
, I. SOURCES OF CONTRACT LAW
Two bodies of law govern contracts, and the first exam step is always identifying which one applies.
Common Law
Governs contracts for services, real estate, employment, and anything not classified as a 'good.' Built from case
law and the Restatement (Second) of Contracts, which is persuasive, not binding, authority.
UCC Article 2
Governs contracts for the sale of goods — movable, tangible personal property. Applies more liberally than
common law (relaxes mirror-image rule, allows gap-fillers, imposes merchant-specific duties).
RULE — Predominant Purpose Test: For mixed contracts (goods + services), courts ask whether
the predominant purpose of the transaction is the sale of goods or the provision of services; the entire
contract is then governed by one body of law.
Exam tip: always open a contracts answer by classifying the transaction (goods vs. services) before applying
any rule — grading rubrics reward this issue-spotting step even before reaching the merits.
Contracts Exam Outline | Page 3
