CONTRACT LAW EXAM REVIEW
QUESTIONS WITH COMPLETE
SOLUTIONS
Duress and Undue Influence - Answer-Duress - agreement was compelled by threats or
other forms of pressure
Undue influence -assent by coercing agreement through abuse of a relationship of trust
and dependence
Holler v. Holler, (S.C. Ct. App. 2005). - Answer-Nataliya "could not understand the
agreement" and "did not enter into the agreement freely and voluntarily" because of
duress (emphasis added)
Totem Marine Tug v. Alyeska Pipeline (Alaska 1978) - Answer-Coercive Definition:
Somebody who was backed into a corner and had no choice
Unconscionability - Answer-Allows court to police against contracts that "shock the
conscience. [T]here must be an inequality so strong, gross, and manifest that it must be
impossible to state it to a [person] of common sense without producing an exclamation
at the inequality of it." (emphasis added)
Williams v. Walker-Thomas Furniture Co. (D.C. Cir. 1965) - Answer-"[W]hen a party of
little bargaining power, and hence little real choice, signs a commercially unreasonable
contract with little or no knowledge of its terms, it is hardly likely that his consent, or
even an objective manifestation of his consent, was ever given to all the terms."
UCC § 2-302. Unconscionable Contract or Clause. - Answer-(1) If the court as a matter
of law finds the contract or any clause of the contract to have been unconscionable at
the time it was made the court may refuse to enforce the contract, or it may enforce the
remainder of the contract without the unconscionable clause, or it may so limit the
application of any unconscionable clause as to avoid any unconscionable result.
(2) When it is claimed or appears to the court that the contract or any clause thereof
may be unconscionable the parties shall be afforded a reasonable opportunity to
present evidence as to its commercial setting, purpose and effect to aid the court in
making the determination.
Violation of Public Policy - Answer-Even if no statute explicitly invalidates the contract,
but a statute forbids or criminalizes the activity, the contract is unenforceable as
violating public policy.
,Examples:
Committing murder
Selling alcohol to a minor
Extorting money
Performing services without a license
Six Factors of an exculpatory clause (protecting one party from being held liable for
negligence) affecting the public interest - Answer-(1) It involved a business thought
suitable for public regulation;
(2) The party seeking exculpation was engaged in providing a public service of great
importance, and of practical necessity to some;
(3) the party held itself out as a willing to provide this service to any member of the
public who sought it, or at least met stated requirements;
(4) because the service was essential the party offering it had a decisive advantage of
bargaining strength against anyone seeking the service;
(5) the party required the public to sign a standarized adhesion contract (non-
negotiable, aka take it or leave it) of exculpation, offering no option to purchase
protection against negligence;
(6) as a result, the person or property of the purchaser was placed under the control of
the party offering the service, at risk of carelessness
Statute of Frauds - Answer-A statute that requires certain contracts to be in writing to be
enforceable
There are six classes of contracts that fall within the Statute of Frauds - Answer-
Remeber MY LEGS
Marriage (if you marry me, I will give third party this)
Year (if it will take more than one year)
Land (lot of land, house, etc)
Estate (executor promise to pay from own funds)
Guarantor (both liable to pay)
Goods ($500 of more - total cost
including tax)
,Suretyship (if he doesn't pay, I will pay)
Exceptions (No writing needed) to Statue of Frauds - Answer-UCC
(2-201)
1. Specially manufactured goods, 2. party admits there was a contract, 3. part
performance
UCC and Common Law
1. Part performance,
2. Promissory estoppel (general (Restatement § 139),
3. Equitable estoppel (promise that writing not needed
or executed, and reliance),
4. Promissory estoppel (specific- promised to give or
not insist on writing and reliance)
If a writing required and no exception, what kind of writing(s) is required? - Answer-UCC
2-201 (1), 2-201 (2)
Common law
Restatement (Second) of Contracts § 131
3637 Green Road Co. v. Specialized Component Sales,(Ohio Ct. App. 2016) - Answer-
GR gives a three-year lease on warehouse to SCS, lease said no oral modifications
(NOM)
Court used the partial performance exception to enforce an oral modification of a rental
agreement
On the exam, figure out who is asserting the SOF (aka who is trying to get out of the
contract) - Answer-99% of the time it is the defendant
Party asserting the SOF
Party against whom enforcement is sought (UCC 2-201)
UCC § 2-201. Formal Requirements; Statute of Frauds. - Answer-(1) Except as
otherwise provided in this section a contract for the sale of goods for the price of $500
or more is not enforceable by way of action or defense unless there is some writing
sufficient to indicate that a contract for sale has been made between the parties and
signed by the party against whom enforcement is sought or by his authorized agent or
broker. A writing is not insufficient because it omits or incorrectly states a term agreed
upon but the contract is not enforceable under this paragraph beyond the quantity of
goods shown in such writing.
(2) Between merchants if within a reasonable time a writing in confirmation of the
contract and sufficient against the sender is received and the party receiving it has
reason to know its contents, it satisfies the requirements of subsection (1) against such
, party unless written notice of objection to its contents is given within 10 days after it is
received.
(3) A contract which does not satisfy the requirements of subsection (1) but which is
valid in other respects is enforceable (aka waives the writing requirement IF)
(a) if the goods are to be specially manufactured for the buyer and are not suitable for
sale to others in the ordinary course of the seller's business and the seller, before notice
of repudiation is received and under circumstances which reasonably indicate that the
goods are for the buyer, has made either a substantial beginning of their manufacture or
commitments for their procurement; or
(b) if the party against whom enforcement is sought admits in his pleading, testimony or
otherwise in court that a contract for sale was made, but the contract is not enforceable
under this provision beyond the quantity of goods admitted; or
(c) with respect to goods for which payment has been made and accepted or which
have been received and accepted
SIMPLIFIED UCC § 2-201. Formal Requirements; Statute of Frauds. - Answer-(1) Aka
$500 or more does need to be in writing in order to be enforceable
Writing has indicate a contract
A writing is sufficient even if it omits some terms as long, however if the number of
goods is wrong it can only enforce what is written
(2) Two merchants allows for no signature; writing is still required, signature is not
(3) waives the writing requirement IF
(a) Specifally manufactured and it is not possible for resale
(b) admits in his pleading, testimony or otherwise in court that a contract for sale was
made OR
(c) Part performance
Restatement (Second) Contracts § 139. Enforcement By Virtue Of Action In Reliance -
Answer-(1) A promise which the promisor should reasonably expect to induce action or
forbearance on the part of the promisee or a third person and which does induce the
action or forbearance is enforceable notwithstanding the Statute of Frauds if injustice
can be avoided only by enforcement of the promise. The remedy granted for breach is
to be limited as justice requires. (promissroy estoppel)
(2) In determining whether injustice can be avoided only by enforcement of the promise,
the following circumstances are significant: (do not need all of them)
(a) the availability and adequacy of other remedies, particularly cancellation and
restitution; (can you give restitution)
(b) the definite and substantial character of the action or forbearance in relation to the
remedy sought; (amount of reliance)
(c) the extent to which the action or forbearance corroborates evidence of the making
and terms of the promise, or the making and terms are otherwise established by clear
and convincing evidence; (can we determine the terms of the oral argreemnt)
(d) the reasonableness of the action or forbearance; (was it reasonable to depend on
this promise)
(e) the extent to which the action or forbearance was foreseeable by the promisor.
(does the promisor know it was relied upon)
QUESTIONS WITH COMPLETE
SOLUTIONS
Duress and Undue Influence - Answer-Duress - agreement was compelled by threats or
other forms of pressure
Undue influence -assent by coercing agreement through abuse of a relationship of trust
and dependence
Holler v. Holler, (S.C. Ct. App. 2005). - Answer-Nataliya "could not understand the
agreement" and "did not enter into the agreement freely and voluntarily" because of
duress (emphasis added)
Totem Marine Tug v. Alyeska Pipeline (Alaska 1978) - Answer-Coercive Definition:
Somebody who was backed into a corner and had no choice
Unconscionability - Answer-Allows court to police against contracts that "shock the
conscience. [T]here must be an inequality so strong, gross, and manifest that it must be
impossible to state it to a [person] of common sense without producing an exclamation
at the inequality of it." (emphasis added)
Williams v. Walker-Thomas Furniture Co. (D.C. Cir. 1965) - Answer-"[W]hen a party of
little bargaining power, and hence little real choice, signs a commercially unreasonable
contract with little or no knowledge of its terms, it is hardly likely that his consent, or
even an objective manifestation of his consent, was ever given to all the terms."
UCC § 2-302. Unconscionable Contract or Clause. - Answer-(1) If the court as a matter
of law finds the contract or any clause of the contract to have been unconscionable at
the time it was made the court may refuse to enforce the contract, or it may enforce the
remainder of the contract without the unconscionable clause, or it may so limit the
application of any unconscionable clause as to avoid any unconscionable result.
(2) When it is claimed or appears to the court that the contract or any clause thereof
may be unconscionable the parties shall be afforded a reasonable opportunity to
present evidence as to its commercial setting, purpose and effect to aid the court in
making the determination.
Violation of Public Policy - Answer-Even if no statute explicitly invalidates the contract,
but a statute forbids or criminalizes the activity, the contract is unenforceable as
violating public policy.
,Examples:
Committing murder
Selling alcohol to a minor
Extorting money
Performing services without a license
Six Factors of an exculpatory clause (protecting one party from being held liable for
negligence) affecting the public interest - Answer-(1) It involved a business thought
suitable for public regulation;
(2) The party seeking exculpation was engaged in providing a public service of great
importance, and of practical necessity to some;
(3) the party held itself out as a willing to provide this service to any member of the
public who sought it, or at least met stated requirements;
(4) because the service was essential the party offering it had a decisive advantage of
bargaining strength against anyone seeking the service;
(5) the party required the public to sign a standarized adhesion contract (non-
negotiable, aka take it or leave it) of exculpation, offering no option to purchase
protection against negligence;
(6) as a result, the person or property of the purchaser was placed under the control of
the party offering the service, at risk of carelessness
Statute of Frauds - Answer-A statute that requires certain contracts to be in writing to be
enforceable
There are six classes of contracts that fall within the Statute of Frauds - Answer-
Remeber MY LEGS
Marriage (if you marry me, I will give third party this)
Year (if it will take more than one year)
Land (lot of land, house, etc)
Estate (executor promise to pay from own funds)
Guarantor (both liable to pay)
Goods ($500 of more - total cost
including tax)
,Suretyship (if he doesn't pay, I will pay)
Exceptions (No writing needed) to Statue of Frauds - Answer-UCC
(2-201)
1. Specially manufactured goods, 2. party admits there was a contract, 3. part
performance
UCC and Common Law
1. Part performance,
2. Promissory estoppel (general (Restatement § 139),
3. Equitable estoppel (promise that writing not needed
or executed, and reliance),
4. Promissory estoppel (specific- promised to give or
not insist on writing and reliance)
If a writing required and no exception, what kind of writing(s) is required? - Answer-UCC
2-201 (1), 2-201 (2)
Common law
Restatement (Second) of Contracts § 131
3637 Green Road Co. v. Specialized Component Sales,(Ohio Ct. App. 2016) - Answer-
GR gives a three-year lease on warehouse to SCS, lease said no oral modifications
(NOM)
Court used the partial performance exception to enforce an oral modification of a rental
agreement
On the exam, figure out who is asserting the SOF (aka who is trying to get out of the
contract) - Answer-99% of the time it is the defendant
Party asserting the SOF
Party against whom enforcement is sought (UCC 2-201)
UCC § 2-201. Formal Requirements; Statute of Frauds. - Answer-(1) Except as
otherwise provided in this section a contract for the sale of goods for the price of $500
or more is not enforceable by way of action or defense unless there is some writing
sufficient to indicate that a contract for sale has been made between the parties and
signed by the party against whom enforcement is sought or by his authorized agent or
broker. A writing is not insufficient because it omits or incorrectly states a term agreed
upon but the contract is not enforceable under this paragraph beyond the quantity of
goods shown in such writing.
(2) Between merchants if within a reasonable time a writing in confirmation of the
contract and sufficient against the sender is received and the party receiving it has
reason to know its contents, it satisfies the requirements of subsection (1) against such
, party unless written notice of objection to its contents is given within 10 days after it is
received.
(3) A contract which does not satisfy the requirements of subsection (1) but which is
valid in other respects is enforceable (aka waives the writing requirement IF)
(a) if the goods are to be specially manufactured for the buyer and are not suitable for
sale to others in the ordinary course of the seller's business and the seller, before notice
of repudiation is received and under circumstances which reasonably indicate that the
goods are for the buyer, has made either a substantial beginning of their manufacture or
commitments for their procurement; or
(b) if the party against whom enforcement is sought admits in his pleading, testimony or
otherwise in court that a contract for sale was made, but the contract is not enforceable
under this provision beyond the quantity of goods admitted; or
(c) with respect to goods for which payment has been made and accepted or which
have been received and accepted
SIMPLIFIED UCC § 2-201. Formal Requirements; Statute of Frauds. - Answer-(1) Aka
$500 or more does need to be in writing in order to be enforceable
Writing has indicate a contract
A writing is sufficient even if it omits some terms as long, however if the number of
goods is wrong it can only enforce what is written
(2) Two merchants allows for no signature; writing is still required, signature is not
(3) waives the writing requirement IF
(a) Specifally manufactured and it is not possible for resale
(b) admits in his pleading, testimony or otherwise in court that a contract for sale was
made OR
(c) Part performance
Restatement (Second) Contracts § 139. Enforcement By Virtue Of Action In Reliance -
Answer-(1) A promise which the promisor should reasonably expect to induce action or
forbearance on the part of the promisee or a third person and which does induce the
action or forbearance is enforceable notwithstanding the Statute of Frauds if injustice
can be avoided only by enforcement of the promise. The remedy granted for breach is
to be limited as justice requires. (promissroy estoppel)
(2) In determining whether injustice can be avoided only by enforcement of the promise,
the following circumstances are significant: (do not need all of them)
(a) the availability and adequacy of other remedies, particularly cancellation and
restitution; (can you give restitution)
(b) the definite and substantial character of the action or forbearance in relation to the
remedy sought; (amount of reliance)
(c) the extent to which the action or forbearance corroborates evidence of the making
and terms of the promise, or the making and terms are otherwise established by clear
and convincing evidence; (can we determine the terms of the oral argreemnt)
(d) the reasonableness of the action or forbearance; (was it reasonable to depend on
this promise)
(e) the extent to which the action or forbearance was foreseeable by the promisor.
(does the promisor know it was relied upon)
