NALA ACP Contracts common mistakes
NALA ACP Contracts · Understand the traps and how to avoid them.
Treating 'paralegal' and 'certified paralegal' as interchangeable when answering questions about who may give legal advice, set fees, or accept a client's case.
Candidates come from jurisdictions where the paralegal role carries independent practice rights, so they import that assumption into questions framed around a supervising attorney's authority.
What to do instead
For each question, identify who is acting and whether a supervising attorney is in the fact pattern. If the paralegal is acting under supervision, the answer must preserve the attorney's exclusive control over legal advice, fees, and engagement decisions; if the question describes an independent-practice jurisdiction, look for that cue in the facts before choosing.
Confusing the elements of a valid contract with the separate question of enforceability, so a fact pattern with offer, acceptance, and consideration is answered as 'enforceable' without checking capacity, legality, or the statute of frauds.
Study materials often present formation and defenses in separate chapters, and candidates memorize formation elements as a checklist rather than a filter that must be completed before enforceability is reached.
What to do instead
Build a fixed two-stage routine: first confirm offer, acceptance, and consideration; then run a defenses pass covering capacity, illegality, fraud/duress, unconscionability, and writing requirements. Answer only after both stages are complete, and note on scratch paper which stage the question is testing.
Identifying the wrong party as offeror or offeree when the fact pattern involves a counteroffer, option, or a unilateral offer performed by conduct.
Candidates track the parties by who spoke last rather than by who made the operative promise, and unilateral contracts (reward offers, performance-based offers) invert the usual assumption that acceptance is a return promise.
What to do instead
Label each party at the moment the first communication is made, then update the label only when a counteroffer shifts the power to accept. For unilateral offers, state expressly that acceptance occurs on completion of performance and that the offeror cannot revoke once performance has begun in reliance.
Applying the mirror image rule to a UCC Article 2 sale of goods transaction, or applying UCC 2-207 to a services contract.
The two frameworks look similar in outline, and exam questions often bury the character of the contract in a single clause or in the nature of what is being supplied (goods versus services).
What to do instead
Before answering any formation or terms question, classify the subject matter explicitly: goods, services, or a mixed contract. Write the classification and the governing rule at the top of the analysis, then apply the mirror image rule and common law material breach rules only to common law contracts, and UCC 2-207 to goods transactions.
Missing the statute of frauds issue when the facts describe an oral agreement that is fully performed by one side, or that could be performed within one year.
Candidates see the word 'oral' and immediately invoke the writing requirement without testing the exceptions or the one-year computation, which runs from the date of contract formation, not from the date performance begins.
What to do instead
When an oral contract appears, run a three-part test: is it within a covered category; does an exception apply (part performance, specially manufactured goods, admission in pleadings, merchant's confirmatory memo); and does the one-year clause actually apply. Show the formation date and the earliest possible completion date in the answer.
Treating every breach as material and every breach as excusing the non-breaching party from further performance.
Candidates conflate 'breach' with 'material breach' and skip the substantial performance and cure analysis, especially where the breach is minor or capable of being cured within the contract time.
What to do instead
For every breach question, state whether the breach is material or minor, whether the breaching party substantially performed, and whether cure is available. Only a material breach excuses the other party's remaining duties; a minor breach supports damages but not suspension of performance.
Stating damages as the full contract price or the cost of the promised performance rather than expectation damages measured by the difference between the promised and actual performance.
Candidates default to the contract price because it is the most salient number in the facts, and they skip the requirement that damages be foreseeable, certain, and mitigated.
What to do instead
Write the expectation formula explicitly: loss in value plus incidental and consequential losses minus costs avoided and losses avoided. Then run the three filters (foreseeability, certainty, mitigation) and only after that consider reliance, restitution, or liquidated damages as alternatives.
Answering questions about the attorney-client privilege and confidentiality as if they were the same doctrine, or as if the privilege belongs to the attorney.
The terms are used loosely in practice, and candidates do not separate the evidentiary privilege (held by the client, waivable by the client) from the ethical duty of confidentiality (broader, survives the representation, and has different exceptions).
What to do instead
For each scenario, ask two separate questions: does the communication fall within the privilege, and does the duty of confidentiality permit or require disclosure. State who holds the privilege, who may waive it, and which exceptions (crime-fraud, third-party presence, self-defense) apply before selecting an answer.
Ignoring conflicts of interest in fact patterns where the paralegal or firm is asked to act for both sides or for a client whose interests are adverse to a former client.
Candidates focus on the substantive contract question and treat the representation issue as background, missing that the conflict question is the actual tested issue.
What to do instead
Scan every fact pattern for multiple parties, prior representations, and personal interests of the paralegal or attorney. Apply the current-client conflict rule first, then the former-client rule, and state whether consent is available, who must give it, and whether the conflict is non-consentable.
Choosing an answer that describes what a paralegal may do in practice without checking whether the task constitutes the unauthorized practice of law in the exam's jurisdiction.
Candidates rely on workplace habit and on what supervising attorneys routinely delegate, rather than on the boundary between ministerial or clerical tasks and tasks requiring legal judgment.
What to do instead
Classify each task as clerical, paralegal (permitted under supervision), or reserved to the attorney. When the task involves giving advice, setting fees, appearing in court, or exercising independent legal judgment, select the answer that routes the decision to the supervising attorney and documents the supervision.