Contracts Attack Sheet for the Florida Bar Exam

**Contracts Attack Sheet for the Florida Bar Exam**

Contracts law is a cornerstone of the Florida Bar Exam, and a strong understanding of the principles and rules is essential for success. This attack sheet provides a structured approach to analyzing contract issues likely to appear on the exam. It is designed to help you quickly recall the key concepts and steps for analyzing contract issues.

***I. Applicable Law***

– **Uniform Commercial Code (UCC):** For the sale of goods.
– **Common Law:** For services, real estate, and intangible assets.

***II. Formation of Contracts***

_A. Offer_

– **Definition:** A manifestation of willingness to enter into a bargain.
– **Requirements:** Definiteness, communication to the offeree, and intent to be bound.

_B. Acceptance_

– **Mirror Image Rule (Common Law):** Acceptance must match the offer exactly.
– **UCC 2-207 (“Battle of the Forms”):** Allows for acceptance with different or additional terms under certain circumstances.

_C. Consideration_

– **Definition:** A bargained-for exchange of promises or performance.
– **Adequacy:** Not generally required, except when consideration is so inadequate as to shock the conscience.

_D. Intent to be Bound (Meeting of the Minds)_

– **Objective Standard:** Would a reasonable person in the position of the parties conclude that there was an agreement?

_E. Defenses to Formation_

– **Incapacity:** Minors, mentally incapacitated, intoxicated persons.
– **Illegality:** The subject matter or consideration is illegal.
– **Fraud, Duress, Undue Influence, Misrepresentation:** These undermine genuine assent.

***III. Statute of Frauds (SOF)***

– **Requirement:** Certain contracts must be in writing and signed by the party to be charged.
– **MY LEGS:** Marriage, contracts that cannot be performed within one Year, Land contracts, Executor contracts (to pay estate debts from personal funds), Goods ($500 or more under UCC), Suretyship.
– **Exceptions:** Partial performance, promissory estoppel, admissions, custom-made goods.

***IV. Terms of the Contract***

_A. Express Terms_

– **Parol Evidence Rule:** When a written contract is intended to be a final expression, evidence of prior or contemporaneous agreements that contradict, modify, or vary contractual terms is inadmissible.

_B. Implied Terms_

– **Implied-in-Fact:** Terms implied from the conduct of the parties.
– **Implied-in-Law (Quasi-Contract):** Not true contracts; imposed to avoid unjust enrichment.

_C. Warranties in Sale of Goods (UCC)_

– **Express Warranties:** Affirmation of fact, description, sample or model.
– **Implied Warranty of Merchantability:** Goods fit for the ordinary purposes for which they are used.
– **Implied Warranty of Fitness for a Particular Purpose:** When the seller knows the buyer’s special purpose.

***V. Performance and Breach***

_A. Conditions Precedent, Concurrent, and Subsequent_

– **Definition:** Events that must occur before a party has a duty to perform.

_B. Excuse of Performance_

– **Impossibility/Impracticability:** Unforeseen and cannot be overcome by reasonable efforts.
– **Frustration of Purpose:** A party’s principal purpose is substantially frustrated by an event whose non-occurrence was a basic assumption of the contract.
– **Anticipatory Repudiation:** An unequivocal indication that the party will not perform when performance is due.

_C. Discharge by Agreement_

– **Mutual Rescission, Novation, Accord and Satisfaction**

_D. Breach_

– **Material Breach:** Discharges the non-breaching party’s duty to perform and entitles them to damages.
– **Minor Breach:** Does not discharge duty to perform but may entitle to damages.

_E. Remedies for Breach_

– **Expectation Damages:** Put the non-breaching party in the position they would have been in if the contract had been performed.
– **Reliance Damages:** Reimburse for loss caused by reliance on the contract.
– **Restitution:** Prevent unjust enrichment of the breaching party.
– **Specific Performance:** Court order requiring performance, generally in unique goods or real estate transactions.

***VI. Third-Party Rights***

_A. Assignment of Rights_

– **Requirements:** Intention to transfer rights, effective immediately.
– **Limitations:** Prohibited by contract, substantial change in duties, or future rights.

_B. Delegation of Duties_

– **General Rule:** Contractual duties can be delegated unless delegation would change the obligee’s expectancy under the contract.

_C. Third-Party Beneficiary_

– **Intended Beneficiary:** Has rights and can enforce the contract.
– **Incidental Beneficiary:** No rights; cannot enforce the contract.

Remember, this attack sheet is a guideline and not an exhaustive list of contract law principles. It is important to not only memorize the black letter law but also to practice applying it through multiple-choice questions and essay practice. This way, you can master the art of IRAC (Issue, Rule, Analysis, Conclusion) and maximize your points on the Florida Bar Exam.

Discover more from Legal Three

Subscribe now to keep reading and get access to the full archive.

Continue reading