Contracts – Strategies for Final Exam Success

Here are seven tips and strategies for preparing the outline portion of the Contracts final exam.

1. Save any summary of the facts for the Essay.

The issue spotting outline is just that: an issue spotting outline. Include statements of fact where relevant to explain different ways in which legal issue may be resolved.

Example:

The fact pattern states: “A and B met on the street and started talking. A said, ‘I’d gladly pay you Tuesday for a hamburger today.’ B said, ‘If you’re that hungry, I’d be happy to help you out.’ A walked to a nearby hamburger stand and ordered a hamburger. He turned to B and said, ‘Please pay the cashier for me.’ B refused. A sued B for breach of contract. What can A recover, if anything?”

Begin by writing:

I. Did A and B enter into an enforceable agreement?”
You do not need to repeat or summarize the facts.

2. Keep separate issues separate.

Example:

In A v. B above, there are three major issues: Did A and B enter into an enforceable agreement? If so, did B breach that agreement? If B breached the agreement, what should A recover?

Organize them as follows:

I. Did A and B enter into an enforceable agreement?
II. If so, did B breach that agreement?
III. If B breached the agreement, what should A recover?

Do not combine them. For example, do not organize them as follows:

I. Did B breach an enforceable agreement with A?
II. Can A enforce the agreement by collecting damages from B?

3. Prioritize legal issues instead of factual conflicts. Use factual conflicts to illustrate how legal issues may be resolved.

Example:

In A v. B above, write:

I. Did A and B enter into an enforceable agreement?
A. Did A make an offer to B? An offer will be found if the following elements are satisfied: intent to enter into an agreement if the offer is accepted; etc. etc. …
1. Is element one satisfied by A’s statement, in context?
2. Is element two satisfied by A’s statement, in context?
B. Did B accept an offer by A? Acceptance will be found if the following elements are satisfied: intent to enter into an agreement, etc. etc. …

Note how that framework focuses on a legal question, because the answer leads to legal consequences.

Don’t write:

I. What did A intend when A spoke to B?
A. A and B have a contract if B accepted A’s offer.

Note how that framework prioritizes a factual question: What did A intend? That is important, but only because it helps us answer a prior legal question. Even once we know A’s intent, we do not know anything that – alone – makes a difference under the law.

4. Connect each statement of a legal issue with a statement of the relevant legal rule. Any statement of an issue will present multiple, equally clear ways of doing that.

Example:

In A v. B above, extend the issues with rules as follows:

I. Did A and B enter into an enforceable agreement? A and B are bound by an agreement if A can prove that B manifested assent to an offer made by A, that the terms of the A/B agreement are reasonably certain, and that A’s promise was exchanged for consideration.
A. Was A’s statement reasonably understood by B as an offer? A needs to prove that a reasonable person in B’s position would have understood that A was making an offer.
(1. and 2. as necessary, etc.)
B. Did B manifest assent to A’s offer? A needs to prove that a reasonable person in A’s position would have understood that B was manifesting assent to A’s offer.
C. (and so on)
II. If so, did B breach that agreement? Any failure to perform an enforceable promise may be a breach of the agreement.
A. Did B make an express promise to pay for A’s hamburger?
B. Did B make an implied promise to pay for A’s hamburger?
III. If B breached the agreement, what should A recover? A nonbreaching party is ordinarily entitled to recover as damages the difference between the value of the goods or services provided by the breaching party and the value of the goods or services actually tendered.
A. What was the value of the thing that A bargained for in the A/B agreement?
B. What was the value of the thing that B provided under the A/B agreement?

OR, use the following format:

I. Did A and B enter into an enforceable agreement?
A. A and B are bound by an agreement if A can prove that B manifested assent to an offer made by A.
1. Was A’s statement reasonably understood as an offer? A needs to prove that a reasonable person in B’s position would have understood that A was making an offer.
(a. and b. as necessary, etc.)
2. Did B manifest assent to A’s offer? A needs to prove that a reasonable person in A’s position would have understood that B was manifesting assent to A’s offer.
B. A must also prove that the terms of the A/B contract are reasonably certain.
1. Etc. etc.
C. A must also prove that B’s promise was supported by consideration.
1. Etc. etc.

Note that the fact that alternative formats are possible means that alternative formats are permitted in order to connect legal issues and legal sub-issues.

5. List the issues in a logical sequence.

Organize the issues above as follows:

I. Did A and B enter into an enforceable agreement?
II. If so, did B breach that agreement?
III. If B breached the agreement, what should A recover?

Do not organize them as follows:
I. What are A’s damages?
II. Did B breach a contract with A?
III. Did B accept A’s offer?

6. Use complete sentences.

Write:

I. Did A and B enter into an enforceable agreement?

Not:

I. Enforceability of the A/B agreement.

7. Be as clear and explicit as possible, using appropriate contract law language.

Write:

I. Did A and B enter into an enforceable agreement?

Not:

I. Did A and B have a meeting of the minds?

Finally, note this:

The purpose of asking students to produce outlines is to enforce the expectation and the discipline that all legal writing should be clear and direct and should be organized in a logical and consistent manner. So, even if students follow none of the recommendations here, or if students follow only some of them, or if students follow all of them but only some of the time, remember the virtues of clarity, directness, logic, and consistency.