Contracts Subject Matter Outline

NOTE: Examinees are to assume that the Official Text of Articles 1 and 2 of the Uniform Commercial Code have been adopted and is in effect. Approximately half of the Contracts questions on the MBE will be based on categories I and IV, and approximately half will be based on the remaining categories -- II, III, V, and VI. Approximately one-fourth of the Contracts questions on the MBE will be based on the Official Text of Articles 1 and 2 of the Uniform Commercial Code.

1. Formation of contracts
   1. Mutual assent (including offer and acceptance, unilateral, bilateral, and implied-in-fact contracts)
   2. Indefiniteness and absence of terms
   3. Consideration (bargained-for exchange)
   4. Obligations enforceable without a bargained-for exchange (including reliance and restitution)
   5. Modification of contracts
2. Defenses to enforceability
   1. Incapacity to contract
   2. Duress and undue influence
   3. Mistake and misunderstanding
   4. Fraud, misrepresentation, and nondisclosure
   5. Illegality, unconscionability, and public policy
   6. Statute of frauds
3. Contract content and meaning
   1. Parol evidence
   2. Interpretation
   3. Omitted and implied terms
4. Performance, breach, and discharge
   1. Conditions (express and constructive)
   2. Excuse of conditions
   3. Breach (including material and partial breach, and anticipatory repudiation)
   4. Obligation of good faith and fair dealing
   5. Express and implied warranties in sale-of-goods contracts
   6. Other performance matters (including cure, identification, notice, and risk of loss)
   7. Impossibility, impracticability, and frustration of purpose
   8. Discharge of duties (including accord and satisfaction, substituted contract, novation, rescission, and release)
5. Remedies
   1. Expectation interest (including direct, incidental, and consequential damages)
   2. Causation, certainty, and foreseeability
   3. Liquidated damages and penalties, and limitation of remedies
   4. Avoidable consequences and mitigation of damages
   5. Rescission and reformation
   6. Specific performance and injunction
   7. Reliance and restitution interests
   8. Remedial rights of breaching parties
6. Third-party rights
   1. Third-party beneficiaries
   2. Assignment of rights and delegation of duties