Exam Prep
For grade weights and assessment policy, see Assessment.
How to approach and take both kinds of test in this course: essays on the finals, and multiple-choice items on the in-class module quizzes and embedded throughout the bank. The format, weight, and other logistics belong on the syllabus; this page is about method.
Three things make the difference on a contracts essay: the structure of your answer (visible IRAC, in order), the precision of your rule statements (cited, applied, not dumped), and the discipline of analyzing both sides before you conclude. Multiple-choice items reward a different muscle: fast issue recognition, distractor triage, and a calibrated sense of which body of law governs. The materials below train both.
The IRAC color code
The annotations on the model essays use the same color code the professor uses in class to mark structural moves in legal writing:
- Green = Issue — the question of law being addressed
- Yellow = Rule — the legal rule that controls the issue
- Teal = Analysis — applying the rule to the facts; both sides
- Magenta = Conclusion — the answer that resolves the issue
- Red dashed = professor comment — a teaching note in the margin
The practice exam
Exam Practice Exam — Fall 2022Model essays
Each essay below answers the same prompt. Every paragraph is color-coded by IRAC structure and annotated with the professor's marginal comments. Read them for what the analysis does on the page, not as templates to copy. The variance across the four shows that there is no single "right" essay; there are many defensible moves and many ways an answer can fall short.
How to take an essay test
- Read the prompt twice before writing. The first read identifies what is being asked. The second identifies what the prompt forbids. Many students lose points by analyzing what the prompt excluded.
- Triage the issues before you start the essay. List every potential issue on scrap paper, then mark the ones the prompt's facts dispositively raise. Spend essay time on the dispositive ones; mark the non-dispositive ones in a single sentence and move on.
- Write the umbrella paragraph first, then the sub-IRACs. The umbrella sets the structure (what elements you are about to analyze and why). The sub-IRACs do the work. A grader who reads only the umbrella should be able to predict the rest of the essay.
- Inside each sub-IRAC, write in order: Issue, Rule, Analysis, Conclusion. Move on only when each is on the page. Resist starting the conclusion in the middle of the analysis; resist restating the rule inside the analysis. Both are the most common errors on the model essays.
- Argue both sides in the Analysis. An essay that names one party's argument without naming the other's is structurally incomplete, even if the named argument is correct. The exam rewards the move from "X can argue" to "Y's best defense is"; it does not reward the absence of "Y's best defense."
- State the Conclusion as an answer. "Thus, there was no contract" is a conclusion. "The court could go either way" is a hedge. A grader cannot give credit for a hedge.
- Budget time, then enforce the budget. Decide the per-issue time before you start writing. When the budget runs out on an issue, stop and move on, even mid-sentence. An essay with five sub-IRACs of medium quality scores higher than an essay with two sub-IRACs of high quality and three missing.
Multiple-choice training
Two pieces, in order. The walkthrough teaches the method on twelve worked examples; the trainer runs you through twelve representative items from the bank with per-distractor analysis.
Quick reference
The walkthrough above covers each of these with a worked example.
- 01 Composition Find the call before parsing facts.
- 02 Read carefully The deciding phrase is usually short.
- 03 No assumptions Use only what the stem says.
- 04 Simple reading Skip the baroque reading.
- 05 Statute trigger A cited UCC section decides the issue.
- 06 People details Status descriptors do doctrinal work.
- 07 Reword positive Collapse “best” to “which one wins.”
- 08 Negative calls Underline LEAST, EXCEPT, NOT.
- 09 Summon the test Recite elements before reading choices.
- 10 Every aspect Facts, law, reasoning, issue. Grade Y/N.
- 11 Y/N method Three Ns and one Y identify the answer.
- 12 Two-part answers Result and reasoning both must be right.
How to take a multiple-choice test
- Read the stem twice before looking at the choices. The first read locates the facts. The second locates the question. Cover the choices with your hand or scroll past them; the choices will pull your eye toward whichever distractor sounds most lawyerly, and that is usually not the answer.
- Predict an answer before you read the choices. Say the rule, apply it to the facts, name the result. Then compare your prediction to the four choices. If your prediction matches one cleanly, that is almost always the answer. If it matches none, re-read the stem; you missed something.
- Eliminate first, choose second. Strike the silly distractor, strike the absolutist ("always," "never," "automatically"), strike the choice that answers a different question than the stem asked. You will usually be down to two before you have to think hard.
- Watch for length-asymmetry tells. The correct answer is often the longest because the test author writes the full rule and abbreviates the distractors. Length is a tiebreaker, not a rule, but it tilts close calls.
- Recognize the doctrinal traps specific to contracts. First: which body of law governs? R2d for services and land; UCC Article 2 for goods; predominant-purpose or gravamen for hybrids. Second: which jurisdiction's rule does the question assume — majority or minority? Third: which stage is at issue — formation, enforcement, performance, or remedies? Most wrong answers state real law about a stage the stem is not asking about.
- When two answers seem defensible, pick the one more specific to the stem's facts. The test author wrote the stem to invite one answer. The other defensible choice usually states the broader rule abstractly; the right choice ties its language to a fact in the prompt.
- Budget 1.5 to 2 minutes per item. If you are still stuck after two minutes, mark the item, pick your best guess, and move on. Time spent past the budget on one item costs you points on the next three.
- Trust your first instinct on items you prepared for. Do not second-guess unless you spot a specific error in your reasoning. Random doubt is not new information.
- After the quiz, review every item you missed. Knowing why you missed it is worth more than the points. The next quiz tests the same techniques on different facts.
MCQ traps to recognize
- The length tell. The correct answer often runs noticeably longer than the distractors. Authors state the rule fully on the right answer and clip the rest. Example: three choices fit on one line; the fourth runs two lines and names two elements.
- The absolute distractor. Choices that say "always," "never," "automatically," or "in all cases" are usually wrong in law. Example: "A minor's contract is never enforceable" overstates R2d § 14.
- The off-axis distractor. A choice that states correct law but answers a different question than the stem asked. Example: the stem asks who bears the burden of proof; the distractor describes the substantive standard.
- The two-defensible trap. Two choices each look right on a fast read. Pick the one whose language tracks a specific fact in the stem. Example: "expectation damages" and "lost-resale profits" both fit, but the stem mentions the resale contracts by name.
- The R2d-vs-UCC trap. The stem's facts trigger UCC Article 2 (goods) but a distractor applies R2d common-law analysis, or the reverse. Hybrid transactions add a layer: predominant-purpose or gravamen-of-complaint. Example: a sale of medical equipment treated under R2d § 261 instead of UCC § 2-615.
- The minority-rule trap. The choice states a minority rule as if it were settled. Look in the stem for "the majority rule," "most jurisdictions," "this jurisdiction follows" — if you do not see a cue, default to the R2d / UCC majority. Example: "contracts of adhesion are unenforceable" — a position some courts adopt, not the majority rule.
Cases to learn cold
Be able to state each case's rule in one sentence and its dispositive fact in two. On the exam, you will not have time to summarize a case; you will have time to name it and connect it.
Module I: Foundations
- Steinberg v. Chicago Medical School A contract may be formed through a sequence of acts when one party invites performance, the other performs, and the conduct objectively manifests assent; the offeror's undisclosed intent is immaterial.
- Pappas v. Bever A statement of present intention to act in the future is not a promise; the language of intent does not become a binding commitment merely because the speaker later behaves as if it were.
Module II: Mutual Assent
- Lucy v. Zehmer The mental assent of the parties is not requisite for the formation of a contract; the law imputes to a person an intention corresponding to the reasonable meaning of his words and acts. A secret joking intent is no defense when a reasonable person would believe the words and conduct manifested a serious bargain.
- Raffles v. Wichelhaus Where two parties attach materially different meanings to a critical term and neither has reason to know of the other's meaning, no contract is formed for want of mutual assent.
- Lefkowitz v. Great Minneapolis Surplus Store An advertisement is an offer when it is clear, definite, and explicit, and leaves nothing open for negotiation. A seller cannot impose new conditions of acceptance after the offer has been accepted by performance.
- Leonard v. Pepsico, Inc. An advertisement does not constitute an offer where no objective, reasonable person could understand it to be a serious expression of willingness to enter a bargain. Obvious humor, exaggeration, and commercial context can defeat any reasonable inference of an offer.
Module III: Consideration
- Hamer v. Sidway Forbearance from the exercise of a legal right is sufficient consideration, even if the promisor receives no economic benefit. Consideration looks to the promisee's detriment as much as to the promisor's gain.
- Ricketts v. Scothorn A gratuitous promise that induces foreseeable, substantial action in reliance becomes enforceable to the extent justice requires. Reliance can supply what bargain does not.
- Mills v. Wyman A moral obligation alone is not sufficient consideration to support a promise. A promise to pay for benefits already conferred to a third person (here, an adult son) is unenforceable for want of consideration.
- Webb v. McGowin Where the promisee has materially benefited the promisor by an act done at risk to the promisee, a subsequent promise to pay for that benefit is enforceable; moral obligation can support such a promise when accompanied by a material benefit previously received.
Module IV: Defenses
- Sherwood v. Walker A mutual mistake going to the substance of the thing bargained for, not merely to its quality, renders the contract voidable. Where both parties believed a cow to be barren and she proved fertile, the mistake went to the very nature of the bargained-for animal.
- Wood v. Boynton Mutual mistake as to the value, but not the identity, of the subject matter does not justify rescission. A sale stands when both parties were ignorant of the true nature of the thing and neither bore a duty to investigate.
- Quebodeaux v. Quebodeaux Duress rendering a contract voidable requires three elements: an involuntary act by the victim, no reasonable alternative to the act, and circumstances induced by the other party. Threats that exploit a power imbalance and leave no realistic option satisfy the test.
- Webster Street Partnership, Ltd. v. Sheridan A contract entered into by a minor is voidable. The minor may disaffirm within a reasonable time after reaching majority. Necessaries are an exception, but housing is not a necessary where the minor could live with parents able and willing to provide for him.
Module V: Interpretation
- Frigaliment Importing Co. v. B.N.S. International Sales Corp. The party asserting a narrower meaning for an ambiguous term bears the burden of proving that meaning by the preponderance of the evidence; trade usage, dictionary definitions, regulatory definitions, and course of dealing inform but do not by themselves resolve the ambiguity.
- Wood v. Lucy, Lady Duff-Gordon An exclusive agency agreement carries an implied promise by the agent to use reasonable efforts to bring profits and revenues into existence. The whole writing may be instinct with an obligation, imperfectly expressed, sufficient to support a contract.
- Gianni v. R. Russell & Co. Where the parties have adopted a writing as the final expression of their agreement on a subject, prior or contemporaneous oral agreements on the same subject are merged into the writing and cannot be proved to add to or vary its terms.
Module VI: Performance & Breach
- Kingston v. Preston Covenants in a contract are mutual and dependent where the performance of one is in the nature of a condition precedent to the performance of the other. Where dependent covenants exist, a party need not perform until the other has performed or tendered performance.
- Jacob & Youngs, Inc. v. Kent Substantial performance of an entire contract satisfies the constructive condition of exchange and entitles the performer to the contract price less damages for the deficiency. Where the breach is trivial and innocent, damages are measured by diminution in value rather than the cost of completion, particularly where completion would involve economic waste.
- Hochster v. De La Tour A renunciation of a contract before the time fixed for performance is itself a breach. The injured party may sue immediately on the repudiation; she is not required to wait for the performance date and is free to arrange substitute transactions in the interval.
- Taylor v. Caldwell Where the continued existence of a specific thing essential to performance is implicitly assumed by the parties, the destruction of that thing without fault of either party discharges both from performance. This is the doctrine of impossibility by supervening destruction of the subject matter.
- Krell v. Henry Where the principal purpose of a contract is frustrated by a supervening event not the fault of either party and not within the risks the parties allocated, performance is excused. Frustration of purpose differs from impossibility: performance remains possible, but its value has evaporated.
- Alaska Packers' Association v. Domenico A modification of an existing contract demanding additional compensation for the same performance is unenforceable for lack of consideration (pre-existing duty rule) and, where coerced by the obligor's leverage over a counterparty with no realistic alternative, is also voidable as the product of duress.
Module VII: Money Damages
- Hadley v. Baxendale Damages for breach of contract are recoverable for losses (1) arising naturally, that is, according to the usual course of things, from the breach itself, or (2) such as may reasonably be supposed to have been in the contemplation of both parties at the time they made the contract as the probable result of its breach. Special damages not within either branch are not recoverable.
- Peevyhouse v. Garland Coal & Mining Co. When a breach of contract involves a defective or incomplete performance and the cost of completing the performance is disproportionate to the resulting increase in the value of the property, damages are measured by the diminution in value rather than the cost of completion. The proportionality principle limits cost-of-completion damages.
- Lawrence v. Fox Where one party makes a promise to another for the benefit of a third person, that third person may enforce the promise even though he is not a party to the contract and gave no consideration for the promise. The third-party creditor beneficiary has a direct right of action against the promisor.
Rules to recite from memory
Recite each rule operationally; the verbatim section text is not required, but a one-sentence statement of what the rule does is. If you cannot say it without looking, you do not know it yet.
Module I: What a contract is
Promise, agreement, bargain, mutual assent + consideration.
Module II: Offer and acceptance
Definite offer; preliminary negotiations; acceptance; mailbox rule; battle of the forms.
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R2d § 24Offer Defined -
R2d § 26Preliminary Negotiations -
R2d § 33Certainty -
R2d § 50Acceptance of Offer Defined; Acceptance by Performance; Acceptance by Promise -
R2d § 63Time When Acceptance Takes Effect -
UCC § 2-204Formation in General -
UCC § 2-206Offer and Acceptance in Formation of Contract -
UCC § 2-207Additional Terms in Acceptance or Confirmation
Module III: Consideration and substitutes
Bargained-for exchange; adequacy not required; promissory estoppel.
Module IV: Defenses to formation
Statute of Frauds; mistake; misrep; duress; undue influence; unconscionability.
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R2d § 110Classes of Contracts Covered -
R2d § 131General Requisites of a Memorandum -
R2d § 152When Mistake of Both Parties Makes a Contract Voidable -
R2d § 153When Mistake of One Party Makes a Contract Voidable -
R2d § 164When a Misrepresentation Makes a Contract Voidable -
R2d § 175When Duress by Threat Makes a Contract Voidable -
R2d § 177When Undue Influence Makes a Contract Voidable -
UCC § 2-201Formal Requirements; Statute of Frauds -
UCC § 2-302Unconscionable Contract or Clause
Module V: Interpretation and the parol evidence rule
Whose meaning prevails; integrated agreements; trade usage; warranties.
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R2d § 201Whose Meaning Prevails -
R2d § 202Rules in Aid of Interpretation -
R2d § 203Standards of Preference in Interpretation -
R2d § 209Integrated Agreements -
R2d § 213Effect of Integrated Agreement on Prior Agreements (Parol Evidence Rule) -
R2d § 216Consistent Additional Terms -
UCC § 1-303Course of Performance, Course of Dealing, and Usage of Trade -
UCC § 2-313Express Warranties by Affirmation, Promise, Description, Sample -
UCC § 2-314Implied Warranty: Merchantability; Usage of Trade -
UCC § 2-315Implied Warranty: Fitness for Particular Purpose
Module VI: Performance, breach, excuse
Conditions; order of performance; material breach; repudiation; impracticability; frustration.
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R2d § 224Condition Defined -
R2d § 225Effects of the Non-Occurrence of a Condition -
R2d § 234Order of Performances -
R2d § 237Effect on Other Party's Duties of a Failure to Render Performance -
R2d § 241Circumstances Significant in Determining Whether a Failure Is Material -
R2d § 250When a Statement or an Act Is a Repudiation -
R2d § 261Discharge by Supervening Impracticability -
R2d § 265Discharge by Supervening Frustration -
UCC § 2-609Right to Adequate Assurance of Performance -
UCC § 2-610Anticipatory Repudiation -
UCC § 2-615Excuse by Failure of Presupposed Conditions
Module VII: Damages and remedies
Expectation, reliance, restitution; foreseeability; cost-of-completion vs diminution; specific performance; liquidated damages.
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R2d § 344Purposes of Remedies -
R2d § 347Measure of Damages in General -
R2d § 348Alternatives to Loss in Value of Performance -
R2d § 351Unforeseeability and Related Limitations on Damages -
R2d § 356Liquidated Damages and Penalties -
R2d § 357Availability of Specific Performance and Injunction -
UCC § 2-708Seller's Damages for Non-Acceptance or Repudiation -
UCC § 2-712Cover; Buyer's Procurement of Substitute Goods -
UCC § 2-713Buyer's Damages for Non-Delivery or Repudiation -
UCC § 2-715Buyer's Incidental and Consequential Damages -
UCC § 2-716Buyer's Right to Specific Performance or Replevin
What the rubric rewards and does not reward
- Rewards. Rule precision; issue spotting; orderly application of the rule to the facts; an answer to the question presented.
- Does not reward. Generic theory; reciting cases the prompt does not implicate; restating the facts at length; concluding before analyzing; mixed or clashing metaphorical frames Switching between inconsistent figurative images in the same argument, which obscures legal reasoning instead of clarifying it. that blur legal analysis.
The full rubric states what each Level requires across all 5 dimensions (Issue, Rule, Analysis, Conclusion, Quality).