©THESTAR 2024/2025 ALL RIGHTS RESERVED 1:27PM. A+
Contracts and Sales - Multistate Bar Exam
Questions And Answers |Latest 2025 |
Guaranteed Pass.
How do you form a contract? - Answer✔To form an enforceable contract, there must be mutual
assent (offer and acceptance), consideration, and the absence of any formation or enforcement
defenses.
What is consideration? - Answer✔1) A bargained-for exchange that 2) has legal value. Legal
value is either a benefit to the promisor or detriment to the promisee. The promise must
induce the benefit/detriment and the benefit/detriment must induce the promise. There is no
consideration when a party makes a gift to another.
What are the exceptions to the past-consideration rule? - Answer✔SOF: if past obligation is
only unenforceable because of technical defense, the obligation can be enforced if a new
promise made in writing or is partially performed
Some courts will enforce a promise if 1) it is based on a material benefit previously conferred by
the promisee on the promisor, and 2) the promisee did not intend to confer the benefit as a
gift.
- The 2nd Res adds: the promise is unenforceable to the extent it is disproportionate to the
benefit conferred.
- Modern trend is to enforce if a past act benefitted the promisor and was performed at their
request or in response to an emergency
When will promissory estoppel apply re: a promise without consideration? - Answer✔If
necessary to prevent injustice, a court will enforce a promise without consideration if 1) the
promisor should have reasonably expected the promise to induce action/forbearance in
reliance on the promise, 2) the promisee did in fact change his position to his detriment. The
promisor is estopped from not performing.
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, ©THESTAR 2024/2025 ALL RIGHTS RESERVED 1:27PM. A+
How can a bilateral contract be accepted? - Answer✔By doing whatever the offeror has said
acceptance can be. However, the typical ways are:
-By giving the requested return promise
-By beginning (rather than completing) the requested performance
If no K by comms, but both begin performance as if - contract will be formed.
How can a unilateral contract be accepted? - Answer✔By completing (not just beginning) the
requested performance. However, beginning performance prevents the offeror from
rescinding.
What is the difference between a void, voidable, and unenforceable K? - Answer✔Void: without
legal effect from the beginning, no one can enforce
Voidable: one or both parties may elect to void (e.g. infancy defense)
Unenforceable: otherwise valid but unenforceable due to a defense (SOL, SOF)
What is the duty of good faith in UCC and common law contracts? - Answer✔UCC: Honesty in
fact and observance of reasonable commercial standards
C/l: good faith and fair dealing, don't exercise discretion to deprive other of fruits of bargain
What is mutual assent? - Answer✔Words/conduct manifesting a present intention to enter into
a contract
What is an offer? - Answer✔Communication that creates reasonable expectation in the offeree
that offeror is willing to enter into a K on the offered terms: expression of
promise/undertaking/commitment to K (not just negotiation/bargain), with certainty and
definiteness in essential terms, communicated to offeree so they have KNOWLEDGE, MUST ID
OFFEREE sufficient to justify that they have power to accept, subject matter must be certain.
Look at all surrounding circumstances, specific language, broadness of comms, usually not ads.
What are the specific requirements for real estate offers? - Answer✔ID land with particularity
and price terms (most courts will not supply price)
What are the specific requirements for goods offers? - Answer✔Quantity must be capable of
being made certain, including requirements (all I need) and output (all I produce) Ks
What are some trigger words for requirement/output Ks? What are the limits to requirement
and output Ks? - Answer✔Require, need, produce, all, only, exclusively, solely
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, ©THESTAR 2024/2025 ALL RIGHTS RESERVED 1:27PM. A+
Cannot be unreasonably disproportionate to 1) stated estimate, 2) if no estimate, normal or
otherwise comparable prior output/requirement
What are the specific requirements for employment/services offers? - Answer✔If duration not
specified, construed as at-will. Nature of work to be performed must be included.
When will courts supply terms? (majority & UCC) - Answer✔If clear that parties meant to form
K and reasonably certain basis for giving remedy, court will supply reasonable MISSING terms
What does the UCC provide for missing price terms? - Answer✔Reasonable price at time of
delivery
When does a vague term prevent an offer? - Answer✔Term makes contract too vague to be
enforced, material term is vague (e.g. appropriate, fair, reasonable), including where parties
contract to decide a term later
What is a continuing offer? - Answer✔Offer to form series of Ks, e.g. goods over time period -
offeree may continue to accept during time period up to total amount offered
How can an offer be terminated? - Answer✔Revocation: direct, comparable publication (if
made by pub), indirect if offeree receives a) correct info, b) from a reliable source, c) of offerors
acts that indicate to RP that they no longer wish to make offer
Rejection: express or counteroffer (which kills offer and reverses roles), conditional acceptance
(same)
Lapse of Time: specified or reasonable time, usually no more than 1mo, but looking at all
factors
Operation of Law: death/insanity [flows to estate if irrevocable], destruction of subject matter,
supervening illegality
When is a counteroffer rejection? - Answer✔Any diff term, but not mere price bargaining
"would you take $x?" or inquiries
Standard: reasonable person would believe OG offer rejected
What is the effect of a conditional acceptance? - Answer✔Operates as rejection/counteroffer.
BUT cannot be accepted by performance. If accepted by performance, new terms are not
included in K, e.g. shipping goods in response to conditional acceptance
When is a rejection effective? - Answer✔When received by offeror (delivered to place of biz
where K made or other authorized location), unless option (open for option period unless
offeror has detrimentally relied on rejection)
3|Page
Contracts and Sales - Multistate Bar Exam
Questions And Answers |Latest 2025 |
Guaranteed Pass.
How do you form a contract? - Answer✔To form an enforceable contract, there must be mutual
assent (offer and acceptance), consideration, and the absence of any formation or enforcement
defenses.
What is consideration? - Answer✔1) A bargained-for exchange that 2) has legal value. Legal
value is either a benefit to the promisor or detriment to the promisee. The promise must
induce the benefit/detriment and the benefit/detriment must induce the promise. There is no
consideration when a party makes a gift to another.
What are the exceptions to the past-consideration rule? - Answer✔SOF: if past obligation is
only unenforceable because of technical defense, the obligation can be enforced if a new
promise made in writing or is partially performed
Some courts will enforce a promise if 1) it is based on a material benefit previously conferred by
the promisee on the promisor, and 2) the promisee did not intend to confer the benefit as a
gift.
- The 2nd Res adds: the promise is unenforceable to the extent it is disproportionate to the
benefit conferred.
- Modern trend is to enforce if a past act benefitted the promisor and was performed at their
request or in response to an emergency
When will promissory estoppel apply re: a promise without consideration? - Answer✔If
necessary to prevent injustice, a court will enforce a promise without consideration if 1) the
promisor should have reasonably expected the promise to induce action/forbearance in
reliance on the promise, 2) the promisee did in fact change his position to his detriment. The
promisor is estopped from not performing.
1|Page
, ©THESTAR 2024/2025 ALL RIGHTS RESERVED 1:27PM. A+
How can a bilateral contract be accepted? - Answer✔By doing whatever the offeror has said
acceptance can be. However, the typical ways are:
-By giving the requested return promise
-By beginning (rather than completing) the requested performance
If no K by comms, but both begin performance as if - contract will be formed.
How can a unilateral contract be accepted? - Answer✔By completing (not just beginning) the
requested performance. However, beginning performance prevents the offeror from
rescinding.
What is the difference between a void, voidable, and unenforceable K? - Answer✔Void: without
legal effect from the beginning, no one can enforce
Voidable: one or both parties may elect to void (e.g. infancy defense)
Unenforceable: otherwise valid but unenforceable due to a defense (SOL, SOF)
What is the duty of good faith in UCC and common law contracts? - Answer✔UCC: Honesty in
fact and observance of reasonable commercial standards
C/l: good faith and fair dealing, don't exercise discretion to deprive other of fruits of bargain
What is mutual assent? - Answer✔Words/conduct manifesting a present intention to enter into
a contract
What is an offer? - Answer✔Communication that creates reasonable expectation in the offeree
that offeror is willing to enter into a K on the offered terms: expression of
promise/undertaking/commitment to K (not just negotiation/bargain), with certainty and
definiteness in essential terms, communicated to offeree so they have KNOWLEDGE, MUST ID
OFFEREE sufficient to justify that they have power to accept, subject matter must be certain.
Look at all surrounding circumstances, specific language, broadness of comms, usually not ads.
What are the specific requirements for real estate offers? - Answer✔ID land with particularity
and price terms (most courts will not supply price)
What are the specific requirements for goods offers? - Answer✔Quantity must be capable of
being made certain, including requirements (all I need) and output (all I produce) Ks
What are some trigger words for requirement/output Ks? What are the limits to requirement
and output Ks? - Answer✔Require, need, produce, all, only, exclusively, solely
2|Page
, ©THESTAR 2024/2025 ALL RIGHTS RESERVED 1:27PM. A+
Cannot be unreasonably disproportionate to 1) stated estimate, 2) if no estimate, normal or
otherwise comparable prior output/requirement
What are the specific requirements for employment/services offers? - Answer✔If duration not
specified, construed as at-will. Nature of work to be performed must be included.
When will courts supply terms? (majority & UCC) - Answer✔If clear that parties meant to form
K and reasonably certain basis for giving remedy, court will supply reasonable MISSING terms
What does the UCC provide for missing price terms? - Answer✔Reasonable price at time of
delivery
When does a vague term prevent an offer? - Answer✔Term makes contract too vague to be
enforced, material term is vague (e.g. appropriate, fair, reasonable), including where parties
contract to decide a term later
What is a continuing offer? - Answer✔Offer to form series of Ks, e.g. goods over time period -
offeree may continue to accept during time period up to total amount offered
How can an offer be terminated? - Answer✔Revocation: direct, comparable publication (if
made by pub), indirect if offeree receives a) correct info, b) from a reliable source, c) of offerors
acts that indicate to RP that they no longer wish to make offer
Rejection: express or counteroffer (which kills offer and reverses roles), conditional acceptance
(same)
Lapse of Time: specified or reasonable time, usually no more than 1mo, but looking at all
factors
Operation of Law: death/insanity [flows to estate if irrevocable], destruction of subject matter,
supervening illegality
When is a counteroffer rejection? - Answer✔Any diff term, but not mere price bargaining
"would you take $x?" or inquiries
Standard: reasonable person would believe OG offer rejected
What is the effect of a conditional acceptance? - Answer✔Operates as rejection/counteroffer.
BUT cannot be accepted by performance. If accepted by performance, new terms are not
included in K, e.g. shipping goods in response to conditional acceptance
When is a rejection effective? - Answer✔When received by offeror (delivered to place of biz
where K made or other authorized location), unless option (open for option period unless
offeror has detrimentally relied on rejection)
3|Page
