**Contracts Attack Sheet for the Florida Bar Exam**
Contracts law is a cornerstone of the Florida Bar Exam, and a strong understanding of the principles and rules is essential for success. This attack sheet provides a structured approach to analyzing contract issues likely to appear on the exam. It is designed to help you quickly recall the key concepts and steps for analyzing contract issues.
***I. Applicable Law***
– **Uniform Commercial Code (UCC):** For the sale of goods.
– **Common Law:** For services, real estate, and intangible assets.
***II. Formation of Contracts***
_A. Offer_
– **Definition:** A manifestation of willingness to enter into a bargain.
– **Requirements:** Definiteness, communication to the offeree, and intent to be bound.
_B. Acceptance_
– **Mirror Image Rule (Common Law):** Acceptance must match the offer exactly.
– **UCC 2-207 (“Battle of the Forms”):** Allows for acceptance with different or additional terms under certain circumstances.
_C. Consideration_
– **Definition:** A bargained-for exchange of promises or performance.
– **Adequacy:** Not generally required, except when consideration is so inadequate as to shock the conscience.
_D. Intent to be Bound (Meeting of the Minds)_
– **Objective Standard:** Would a reasonable person in the position of the parties conclude that there was an agreement?
_E. Defenses to Formation_
– **Incapacity:** Minors, mentally incapacitated, intoxicated persons.
– **Illegality:** The subject matter or consideration is illegal.
– **Fraud, Duress, Undue Influence, Misrepresentation:** These undermine genuine assent.
***III. Statute of Frauds (SOF)***
– **Requirement:** Certain contracts must be in writing and signed by the party to be charged.
– **MY LEGS:** Marriage, contracts that cannot be performed within one Year, Land contracts, Executor contracts (to pay estate debts from personal funds), Goods ($500 or more under UCC), Suretyship.
– **Exceptions:** Partial performance, promissory estoppel, admissions, custom-made goods.
***IV. Terms of the Contract***
_A. Express Terms_
– **Parol Evidence Rule:** When a written contract is intended to be a final expression, evidence of prior or contemporaneous agreements that contradict, modify, or vary contractual terms is inadmissible.
_B. Implied Terms_
– **Implied-in-Fact:** Terms implied from the conduct of the parties.
– **Implied-in-Law (Quasi-Contract):** Not true contracts; imposed to avoid unjust enrichment.
_C. Warranties in Sale of Goods (UCC)_
– **Express Warranties:** Affirmation of fact, description, sample or model.
– **Implied Warranty of Merchantability:** Goods fit for the ordinary purposes for which they are used.
– **Implied Warranty of Fitness for a Particular Purpose:** When the seller knows the buyer’s special purpose.
***V. Performance and Breach***
_A. Conditions Precedent, Concurrent, and Subsequent_
– **Definition:** Events that must occur before a party has a duty to perform.
_B. Excuse of Performance_
– **Impossibility/Impracticability:** Unforeseen and cannot be overcome by reasonable efforts.
– **Frustration of Purpose:** A party’s principal purpose is substantially frustrated by an event whose non-occurrence was a basic assumption of the contract.
– **Anticipatory Repudiation:** An unequivocal indication that the party will not perform when performance is due.
_C. Discharge by Agreement_
– **Mutual Rescission, Novation, Accord and Satisfaction**
_D. Breach_
– **Material Breach:** Discharges the non-breaching party’s duty to perform and entitles them to damages.
– **Minor Breach:** Does not discharge duty to perform but may entitle to damages.
_E. Remedies for Breach_
– **Expectation Damages:** Put the non-breaching party in the position they would have been in if the contract had been performed.
– **Reliance Damages:** Reimburse for loss caused by reliance on the contract.
– **Restitution:** Prevent unjust enrichment of the breaching party.
– **Specific Performance:** Court order requiring performance, generally in unique goods or real estate transactions.
***VI. Third-Party Rights***
_A. Assignment of Rights_
– **Requirements:** Intention to transfer rights, effective immediately.
– **Limitations:** Prohibited by contract, substantial change in duties, or future rights.
_B. Delegation of Duties_
– **General Rule:** Contractual duties can be delegated unless delegation would change the obligee’s expectancy under the contract.
_C. Third-Party Beneficiary_
– **Intended Beneficiary:** Has rights and can enforce the contract.
– **Incidental Beneficiary:** No rights; cannot enforce the contract.
Remember, this attack sheet is a guideline and not an exhaustive list of contract law principles. It is important to not only memorize the black letter law but also to practice applying it through multiple-choice questions and essay practice. This way, you can master the art of IRAC (Issue, Rule, Analysis, Conclusion) and maximize your points on the Florida Bar Exam.