Contract Law
This domain tests formation, defenses, interpretation, performance and breach, remedies, and third-party issues, with the UCC/ common-law divide driving many answers.
Formation
Offer must be definite and communicated; acceptance must be a mirror image at common law but need only be a definite and seasonable expression of acceptance under UCC §2-207. Consideration requires a bargained-for exchange; promissory estoppel requires a clear promise, reasonable reliance, and injustice absent enforcement.
Statute of frauds and parol evidence
Common triggers: marriage, year, land, executor, goods of $500 or more, surety. A fully integrated writing bars prior or contemporaneous terms; a partially integrated writing bars only consistent additional terms.
Remedies
Expectation puts the promisee in the position performance would have produced; reliance restores the status quo; restitution disgorges benefit. Consequential damages require foreseeability at formation (Hadley v. Baxendale). Liquidated damages must be a reasonable forecast of anticipated harm.
Worked example
Buyer sends a purchase order for 500 widgets. Seller responds with an acknowledgment adding an arbitration clause. Under the classic §2-207 analysis, the acknowledgment is an acceptance, but the added term does not enter the contract because arbitration materially alters the bargain. The parties have an enforceable contract on the purchase order's terms.
Traps
- Applying the mirror-image rule to a UCC sale of goods.
- Missing the merchant/non-merchant distinction in §2-207.
- Awarding consequential damages without a foreseeability finding.
- Treating impracticability as mere increased cost - it must be an extreme and unreasonable difficulty.