Introduction to Contract Law

Begin with the basics of what constitutes a contract, including the requirements of offer, acceptance, consideration, and mutual assent. Understand the objective theory of contracts: that a contract is formed by the outward manifestation of intent to contract as interpreted by a reasonable person.

The Formation of Contracts

Offer: Know what constitutes a valid offer, how it can be accepted, and how it can be terminated (lapse, revocation, rejection, counter-offer).

Acceptance: Understand the requirements for a valid acceptance and the “mirror image rule,” as well as the impact of modern exceptions such as the “battle of the forms” under UCC 2-207.

Consideration: Learn what is considered sufficient consideration, focusing on the concepts of benefit/detriment and bargained-for exchange. Recognize when past consideration and moral obligation are not enough to constitute valid consideration.

Defenses to Formation: Identify defenses that can prevent contract formation, including incapacity, duress, undue influence, misrepresentation, and fraud.

Contractual Terms and Interpretation

Understand the principles governing the interpretation of contract terms, including the parol evidence rule, which governs the admissibility of extrinsic evidence, and the importance of course of performance, course of dealing, and usage of trade under the UCC.

Types of Contracts

Bilateral and Unilateral Contracts: Distinguish between these two types of contracts and understand how acceptance is manifested in each.

Express and Implied Contracts: Recognize the difference between express terms and those implied in fact or by law.

UCC and Common Law: Identify whether a contract is governed by the UCC (sale of goods) or common law, and understand the significant differences in rules between these two bodies of law.

Performance and Breach

Conditions Precedent and Subsequent: Understand how conditions can affect the obligations of parties to perform.

Performance Obligations: Know what performance is required under the UCC’s perfect tender rule and the common law’s substantial performance doctrine.

Material Breach and Anticipatory Repudiation: Learn how a material breach affects the non-breaching party’s duties, and how anticipatory repudiation allows for certain remedies before performance is due.


Express Warranties: Know how they are created and what they guarantee.

Implied Warranties: Understand the implied warranties of merchantability and fitness for a particular purpose.


Expectation Damages: Learn how to calculate expectation damages and understand the goal of putting the non-breaching party in the position they would have been in had the contract been performed.

Reliance and Restitution: Distinguish between reliance and restitution damages and when they apply.

Specific Performance: Recognize when specific performance is an appropriate remedy, particularly in real estate transactions and unique goods under the UCC.

Equitable Remedies: Understand when injunctions and reformation may be used.

Limitations on Damages: Study the concepts of foreseeability, certainty, mitigation, and liquidated damages.

Excuse of Performance

Impossibility and Impracticability: Know when performance can be excused due to unforeseen events that make performance impossible or impracticable.

Frustration of Purpose: Understand this doctrine and when it can be invoked.

Third-Party Rights

Assignment and Delegation: Recognize how rights and duties can be transferred to third parties, and the limitations thereof.

Third-Party Beneficiaries: Understand when a third party can enforce contract provisions.

Contract Modification and Discharge

Study the rules surrounding the modification, rescission, and discharge of contracts, including the pre-existing duty rule and the effect of novation.

Practice and Review

  • Case Briefs: Create briefs for significant cases, summarizing the facts, holding, and rationale.
  • Problem Questions: Practice with hypotheticals that require application of contract law principles.
  • Flashcards: Develop flashcards for memorizing key rules and definitions.
  • Outlines: Prepare comprehensive outlines to organize your understanding of contract law.


  • Restatement (Second) of Contracts: Often cited in judicial decisions and helpful for understanding general principles.
  • Uniform Commercial Code: The UCC governs contracts for the sale of goods and is essential to understand for these types of transactions.
  • Casebooks: Refer to your assigned casebook, which will contain the leading cases and commentary in the field of contract law.
  • Study Aids: Utilize aids like “Examples & Explanations” or “Emanuel Law Outlines” for contracts.

Final Exam Preparation

  • Practice Exams: Take timed practice exams to prepare for the actual test conditions.
  • Issue Spotting: Work on identifying issues quickly, as exams often involve complex fact patterns.
  • Rule Application: Get comfortable applying contract law rules to hypothetical situations.
  • Review Lectures and Notes: Revisit lectures and your class notes regularly.

In summary, mastering Contracts for a 1L final exam requires a solid grasp of the concepts that govern the formation, performance, breach, and enforcement of contracts. A methodical study approach, combined with consistent review and practice with hypotheticals, will help ensure a comprehensive understanding and ability to apply the principles of contract law.

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