Contract Law - Bar Exam Tips

Prepare to conquer Contracts on the bar exam with this essential episode of Study for the Bar in Your Car: Bar Exam Tips for Contract Law! This episode guides you through a methodical, step-by-step approach for analyzing any contracts question you face:

• Governing Law First: Always start by identifying whether it's Common Law (services, real estate) or UCC Article 2 (sale of goods), and master the predominant purpose test for mixed contracts. This initial fork is critical, as rules often differ significantly. Pay attention to whether parties are merchants, as the UCC applies different standards.
• Contract Formation: Learn to spot a valid offer (clear present contractual intent, definite terms) and acceptance (unequivocal, mirror image rule for common law, UCC 2-207 Battle of the Forms for goods). Understand how offers terminate and master the nuances of the Mailbox Rule and unilateral contract acceptance. We demystify consideration as the bargain for exchange, including its pre-existing duty rule and crucial exceptions, plus the power of promissory estoppel when consideration is absent.
• Defenses to Enforcement: Systematically check for issues that invalidate a contract:
  • Lack of Capacity (minors, mental incapacity).
  • Assent Problems like Mutual Mistake, Misrepresentation, Duress, Undue Influence.
  • The ever-important Statute of Frauds (MYLEGS) and its specific writing requirements and exceptions for oral agreements.
  • Illegality, Unconscionability, and Public Policy.
• Contract Interpretation & Terms: Discover how courts determine meaning objectively, leveraging Parol Evidence Rule exceptions (ambiguity, course of dealing/performance, trade usage, subsequent modifications) and UCC gap fillers for missing terms. Remember the implied duty of good faith and fair dealing woven into every contract.
• Performance & Breach: Navigate conditions (express, implied, concurrent, precedent, subsequent) and their excuses (waiver, impossibility, impracticability, frustration). Understand the critical difference between material and minor breach at common law and the Perfect Tender Rule (with right to cure) under the UCC. Learn how to handle anticipatory repudiation and demands for adequate assurances.
• Remedies: Focus on the goal: expectation damages, subject to limits of foreseeability, certainty, and mitigation. Explore liquidated damages, specific performance for unique items, and alternative remedies like reliance and restitution.
• Third Parties: Understand Third Party Beneficiaries (intended vs. incidental, done vs. creditor, vesting), Assignment of Rights (transferring benefits subject to defenses), and Delegation of Duties (delegator remains liable unless novation).

Angela's ultimate advice: Practice, practice, practice! Apply these rules repeatedly to diverse fact patterns to internalize them under pressure.

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