1L Contracts Exam Outline Checklist Attack Sheet 2019-10-31, 2)17 PM

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1-Page Outlines - Your Key to Exam Success

​As you progress through the semester, stop at the end of each unit of your syllabus to organize your notes. Specifically, extract the relevant rules that you have covered
during the unit and create a short outline of just the rules - this is what you'll apply on your actual exam. You may find it helpful to organize your notes into a longer
outline-style document as well, but odds are you won't actually use many of those notes on the exam - usually, there's just not enough time.

At the end of the semester, produce a one- to two-page outline with the rules and relevant cases that you might use as analogies. Your outline should be organized by
unit so that you have a start-to-finish procedure, on paper, for asking all relevant questions regarding every issue you spot on the exam.

A sample one-page outline for (common law) Contracts is below, and is available as a PDF download here. As always, you should construct your own outline
(rather than using a canned commercial source) focusing on the rules you'll be tested on.

Although course content varies from professor to professor, these might be the units into which you break your courses:

Contracts: Basis for Enforcement (Consideration/Reliance), Contract Formation (Offer/Acceptance), Statute of Frauds, Enforceability, Remedies
Civil Procedure: Pleading, Service, Personal Jurisdiction, Subject Matter & Supplemental Jurisdiction, Venue, Joinder
Torts: Intentional Tort, Negligence: Special Duties, Negligence: Breach/Res Ipsa Loquitur/Per Se, Negligence: Causation, Negligence: Harm/Defenses, Strict Liability
Criminal Law: Legality, Actus Reus, Mens Rea, Mistake, Causation, Defenses, Homicide (and other specific crimes), Attempt, Conspiracy, Complicity
Constitutional Law: Judicial Review, Congressional Powers, State Powers, Executive Powers, State Action Doctrine

For each unit, develop an understanding of the core rule(s) that you'll need to apply in order to answer the questions that will arise on exam problems.

As you work through exams, refer to your one-page outline (some call this a checklist or attack sheet, but make sure that you keep it in some sort of outline form so
that you know the order of the steps you should be taking). Use the outline to remind yourself of issues to look for, and to ensure that you ask every question that you
should be asking. Consult with your Tier One exam coach for additional guidance in turning your notes into a solid exam outline.

Download PDF here

Tier One Exam Prep – Sample 1-Page Contracts Outline – Adapt to Your Professor’s Syllabus and Discussions
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To win a breach of contract claim, P needs:

1. Basis for enforcement. (First, look for consideration, then reliance [promissory estoppel], then possibly moral obligation)
There must be one of these bases in order for there to be an enforceable contract:
a. Consideration = bargained for exchange. If no consideration, go to reliance.
b. Reliance/promissory estoppel:
i. Promisor must reasonably expect that his promise will induce the promisee to act or forbear
ii. Promisee must justifiably rely on the promise to his detriment
iii. Promisee must suffer injustice that only enforcement can cure
If any of these are not met, then there is no reliance. Go to moral obligation.
c. Moral obligation (promissory restitution [Rest. §86]) (but most courts don’t use this).

2. Proper formation (“meeting of the minds”).

You need all of these:
a. Offer (consider advertisement v. actual offer; was it revoked? did it lapse? terminate by death?)
b. Acceptance (must be clearly communicated, mirror image rule [if change of terms, then it is a counter-offer, and thus both a rejection and a new
offer], mailbox rule [acceptance is effective upon dispatch for ordinary contract, upon receipt for option contracts], option contract [exclusive right to accept
for reasonable time, requires separate consideration for the option], implied acceptance is fine, silent acceptance is usually not)
i. Unilateral contracts --> acceptance is by complete performance, no notice required
ii. Bilateral contracts --> acceptance is by a promise to perform (common point of confusion: when a party begins performance, this can imply a
promise to perform/acceptance of a bilateral contract), notice required unless waived
c. Assent/intent to be bound (parties must intend to be legally bound to same thing) (the parties’ objective intent controls unless a party knows of the
other party’s subjective intent)
d. Definiteness (uncertainty as to key terms)
Even if any of these fail, possible recovery under reliance for pre-acceptance assurances (promises made during negotiations), but plaintiff can get
reliance damages only in such cases.

3. Writing (if statute of frauds applies; look for these common triggers: Marriage, More Than One Year, Land, Executors, Goods over $500, Sureties)
Exceptions to statute of frauds are:
a. Equitable estoppel (if someone says there is a written contract, they are estopped from denying it just because it’s not in writing), and
b. Promissory estoppel (if someone relies on the oral contract, but only in some states)

4. No other basis for unenforceability (D might raise infancy, incapacity, fraud, duress, modification w/o new consideration, unconscionability,
public policy, lack of adequate notice, etc. – add any possible defenses your course discusses)

DEFENSES are the absence of any of these components (no basis for enforcement, the contract was not properly formed, the contract was not evidenced by
a signed writing, or the contract is unenforceable). Also, “no such promise,” waiver, and “no breach” are defenses. Even if the defendant agrees that he
made a promise, he has a defense if he can say he kept the promise. Parties may argue that extrinsic evidence should come in to explain what a promise
meant – consider Plain Meaning Rule.

REMEDIES
1. Expectation damages = loss in value + other loss – cost avoided – other loss avoided.
Gives plaintiff the benefit of the bargain.
a. Loss in value = what promise promised minus what he delivered
b. Other loss = incidental and consequential damages

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1L Contracts Exam Outline Checklist Attack Sheet 2019-10-31, 2)17 PM

c. Cost avoided = money the plaintiff expected to pay but hasn’t had to pay
d. Other loss avoided = incidental costs the plaintiff expected to pay but hasn’t had to pay
2. Reliance damages = puts plaintiff back in pre-contract position
3. Restitution damages = plaintiff gets any money paid to defendant
4. Agreed remedies/liquidated damages (look for a clause)
5. Specific performance (look for unique things such as land or employment; argue this first, but only if money damages are inadequate)
6. Nominal damages (usually 6 cents or $1.00, awarded where there is a breach but no actual damages)

LIMITATIONS ON REMEDIES
1. Avoidable (duty to mitigate)
2. Uncertain (can’t calculate damages)
3. Unforeseeable (Hadley v. Baxendale) – no notice of consequential damages

ALTERNATIVE CLAIMS
1. Rescission (back out of contract for “unenforceability” grounds) – remember then to ask for restitution.
2. Restitution: unjust enrichment. Applies especially where there is no contract but someone has paid something.

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