©THESTAR EXAM SOLUTIONS 2024/2025
ALL RIGHTS RESERVED.
Multistate Bar Exam Study Guide.
Unilateral Contract - answer✔Performance divided into 2 + parts under K; Number of parts
due from each party is the same; and Performance between parties is equivalent.
Divisible Ks - answer✔Agreement to leave open in exchange for consideration.
Option K - answer✔Generally preliminary proposal unless words are to identifiable person
(e.g. first come first serve).
Quasi-K - answer✔Equitable remedy when K results are unfair. Prevents unjust
enrichment.
Mixed contracts - answer✔Determined by the more important part of the deal, except
divided contracts in which both UCC and common law rules may apply.
Offer - answer✔A manifestation of a present intent to contract demonstrated by promise,
undertaking or commitment; Definite and certain terms; and Communicated to an
identified offeree. Must include description.
Firm Offer under UCC - answer✔Offer can't be revoked for up to 3 months if: Offer to buy or
sell goods; Signed written promise to keep open; and Party is merchant.
Revocation - answer✔Unambiguous statement by offeror to offeree or unambiguous
conduct indicating unwillingness to K that offeree is aware of.
Instances Where Offer Irrevocable - answer✔Option K; Detrimental reliance (must be
reasonably foreseeable); Start of performance.
Rejection of Offer - answer✔Counteroffers kill; Adding terms under common law mirror
image rule; Lapse of time (e.g. > 1 month); Conditional acceptance.
Acceptance - answer✔A manifestation of assent to the terms of an offer in the manner
prescribed or authorized by the offer. Full performance; Start performance: for bi-lateral K,
but not for unilateral K. Seller of goods sends wrong goods, unless with explanation (then
it's a counteroffer). Offeree promise to perform.
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, ©THESTAR EXAM SOLUTIONS 2024/2025
ALL RIGHTS RESERVED.
Mailbox rule - answer✔Acceptance effective when mailed. All else effective when
received.
Mirror Image Rule - answer✔Under UCC: One party is merchant → add'l term is proposal
subject to separate rejection; Both parties merchants → add'l term is part of K unless (1)
materially alters K; (2) offeror objects within reasonable time; or (3) offer limits acceptance
to the terms.
Consideration - answer✔Requires bargained-for exchange of legal detriment between
parties. Substitutes for consideration: Written promise when prior obligation had
applicable legal defense; Promissory estoppel. Not considered consideration, except
expressly requested performance/forbearance and expectation of payment.
Past Consideration - answer✔New consideration required for pre-existing K or statutory
duty: except in CL, unforeseen difficulty, third party promise or promise to pay debt barred
by SoL.
Defenses to a Contract - answer✔Incapacity; Illegality; Against Public Policy;
Misrepresentation/Nondisclosure; Duress; Ambiguity/Misunderstanding; Mistake; Statute
of Frauds.
Misrepresentation/Nondisclosure - answer✔When a material term is open to two
reasonable interpretations
Mutual mistake - answer✔No contract if both parties share a mistaken belief on a
fundamental fact
Unilateral mistake - answer✔Not voidable unless the other party was aware of the mistake
Statute of Frauds - answer✔Requires written evidence for certain types of contracts
Integration issues - answer✔Determining if a contract is fully integrated or partially
integrated
Parol Evidence Rule - answer✔Limits the use of oral evidence to contradict written terms
Course of performance - answer✔Consistent actions of the same parties under the same
contract
FOB - answer✔Free on board, a shipping term indicating transfer of ownership
Implied Warranty of Merchantability - answer✔Goods must be fit for their ordinary purpose
Breach of Contract - answer✔Occurs when a party fails to fulfill contract terms
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ALL RIGHTS RESERVED.
Multistate Bar Exam Study Guide.
Unilateral Contract - answer✔Performance divided into 2 + parts under K; Number of parts
due from each party is the same; and Performance between parties is equivalent.
Divisible Ks - answer✔Agreement to leave open in exchange for consideration.
Option K - answer✔Generally preliminary proposal unless words are to identifiable person
(e.g. first come first serve).
Quasi-K - answer✔Equitable remedy when K results are unfair. Prevents unjust
enrichment.
Mixed contracts - answer✔Determined by the more important part of the deal, except
divided contracts in which both UCC and common law rules may apply.
Offer - answer✔A manifestation of a present intent to contract demonstrated by promise,
undertaking or commitment; Definite and certain terms; and Communicated to an
identified offeree. Must include description.
Firm Offer under UCC - answer✔Offer can't be revoked for up to 3 months if: Offer to buy or
sell goods; Signed written promise to keep open; and Party is merchant.
Revocation - answer✔Unambiguous statement by offeror to offeree or unambiguous
conduct indicating unwillingness to K that offeree is aware of.
Instances Where Offer Irrevocable - answer✔Option K; Detrimental reliance (must be
reasonably foreseeable); Start of performance.
Rejection of Offer - answer✔Counteroffers kill; Adding terms under common law mirror
image rule; Lapse of time (e.g. > 1 month); Conditional acceptance.
Acceptance - answer✔A manifestation of assent to the terms of an offer in the manner
prescribed or authorized by the offer. Full performance; Start performance: for bi-lateral K,
but not for unilateral K. Seller of goods sends wrong goods, unless with explanation (then
it's a counteroffer). Offeree promise to perform.
1|Page
, ©THESTAR EXAM SOLUTIONS 2024/2025
ALL RIGHTS RESERVED.
Mailbox rule - answer✔Acceptance effective when mailed. All else effective when
received.
Mirror Image Rule - answer✔Under UCC: One party is merchant → add'l term is proposal
subject to separate rejection; Both parties merchants → add'l term is part of K unless (1)
materially alters K; (2) offeror objects within reasonable time; or (3) offer limits acceptance
to the terms.
Consideration - answer✔Requires bargained-for exchange of legal detriment between
parties. Substitutes for consideration: Written promise when prior obligation had
applicable legal defense; Promissory estoppel. Not considered consideration, except
expressly requested performance/forbearance and expectation of payment.
Past Consideration - answer✔New consideration required for pre-existing K or statutory
duty: except in CL, unforeseen difficulty, third party promise or promise to pay debt barred
by SoL.
Defenses to a Contract - answer✔Incapacity; Illegality; Against Public Policy;
Misrepresentation/Nondisclosure; Duress; Ambiguity/Misunderstanding; Mistake; Statute
of Frauds.
Misrepresentation/Nondisclosure - answer✔When a material term is open to two
reasonable interpretations
Mutual mistake - answer✔No contract if both parties share a mistaken belief on a
fundamental fact
Unilateral mistake - answer✔Not voidable unless the other party was aware of the mistake
Statute of Frauds - answer✔Requires written evidence for certain types of contracts
Integration issues - answer✔Determining if a contract is fully integrated or partially
integrated
Parol Evidence Rule - answer✔Limits the use of oral evidence to contradict written terms
Course of performance - answer✔Consistent actions of the same parties under the same
contract
FOB - answer✔Free on board, a shipping term indicating transfer of ownership
Implied Warranty of Merchantability - answer✔Goods must be fit for their ordinary purpose
Breach of Contract - answer✔Occurs when a party fails to fulfill contract terms
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