Full Outline Structure
A hierarchical breakdown of every topic your Contracts outline should cover.
1
Formation
Offer
- Manifestation of present contractual intent, definite terms, communicated to offeree
- Advertisements — generally invitations to deal, not offers (Lefkowitz exception for clear, definite, explicit terms)
- Termination of offer — revocation (effective upon receipt), rejection, counteroffer, lapse of time, death/incapacity
- Option contracts — irrevocable if supported by consideration or promissory estoppel; UCC firm offer rule (2-205)
Acceptance
- Mirror image rule (common law) — acceptance must match offer exactly; any variance is a counteroffer
- UCC 2-207 — additional terms in acceptance between merchants become part of contract unless material alteration, objection, or offer limits
- Mailbox rule — acceptance effective upon dispatch; revocation effective upon receipt
- Silence as acceptance — only in limited circumstances (prior dealings, taking benefit of offered services)
- Unilateral contracts — acceptance by full performance; beginning performance creates option contract (Restatement 2d §45)
Consideration
- Bargained-for exchange — legal detriment to promisee or benefit to promisor
- Past consideration is not consideration (Mills v. Wyman exception for moral obligation + material benefit)
- Pre-existing duty rule — performing existing obligation is not consideration (Stilk v. Myrick); UCC allows good-faith modifications without consideration
- Adequacy — courts generally do not inquire into adequacy (Hamer v. Sidway — forbearance as consideration)
- Illusory promises — requirement/output contracts saved by obligation of good faith (UCC 2-306)
2
Defenses to Formation
Capacity & Duress
- Minors — voidable at minor's option; liable for necessities at reasonable value
- Mental incapacity — voidable if unable to understand nature and consequences
- Physical duress — voids contract entirely; economic duress — improper threat + no reasonable alternative
- Undue influence — unfair persuasion of party under domination or in relationship of trust
Misrepresentation & Unconscionability
- Fraudulent misrepresentation — intentional misstatement of material fact inducing reliance
- Mutual mistake — both parties mistaken about basic assumption, material effect, adversely affected party did not bear risk (Sherwood v. Walker)
- Unilateral mistake — generally not a defense unless other party knew or should have known
- Unconscionability — procedural (surprise, unequal bargaining) + substantive (oppressive terms); analyzed at time of formation (Williams v. Walker-Thomas)
Statute of Frauds
- MYLEGS — Marriage, Year (cannot perform within one year), Land, Executor, Goods ($500+ UCC), Surety
- Sufficient writing — identify parties, subject matter, essential terms, signed by party to be charged
- Part performance exception (land) — possession + payment + improvements
- UCC exceptions — specially manufactured goods, judicial admission, partial payment/delivery
- Promissory estoppel can override Statute of Frauds when enforcement avoids injustice
3
Interpretation & Parol Evidence
Parol Evidence Rule
- Partial integration — extrinsic evidence of consistent additional terms admissible
- Complete integration — no extrinsic evidence of prior/contemporaneous agreements
- Always admissible — formation defenses (fraud, duress, mistake), conditions precedent, subsequent modifications, ambiguity
- Four corners vs. contextual approach — Williston (plain meaning) vs. Corbin (all relevant evidence of meaning)
Contract Interpretation
- Plain meaning rule vs. contextual interpretation
- Contra proferentem — ambiguity construed against drafter
- Course of performance > course of dealing > trade usage (UCC hierarchy)
- Implied duty of good faith and fair dealing in every contract (UCC 1-304)
4
Conditions & Performance
Conditions
- Condition precedent — event that must occur before duty to perform arises
- Condition subsequent — event that discharges existing duty
- Condition concurrent — mutual conditions that must be performed simultaneously
- Express vs. constructive conditions — constructive conditions read in to prevent unjust enrichment
- Excuse of conditions — waiver, estoppel, forfeiture avoidance, impossibility, hindrance/failure to cooperate
Performance & Breach
- Substantial performance (common law) — immaterial breach allows recovery minus damages (Jacob & Youngs v. Kent)
- Perfect tender rule (UCC 2-601) — buyer can reject for any nonconformity; seller's right to cure (2-508)
- Anticipatory repudiation — unequivocal indication of intent not to perform; non-breaching party can sue immediately or await performance
- Divisible contracts — breach of one installment may not excuse entire contract (UCC 2-612)
5
Excuse of Performance
Impossibility, Impracticability & Frustration
- Impossibility — performance objectively impossible due to unforeseen event (Taylor v. Caldwell)
- Impracticability (UCC 2-615) — extreme and unreasonable difficulty, not merely increased cost
- Frustration of purpose — principal purpose substantially frustrated by unforeseen event (Krell v. Henry)
- Risk allocation — defense fails if party assumed the risk expressly or by circumstances
Discharge
- Mutual rescission — both parties agree to cancel
- Accord and satisfaction — agreement to accept substitute performance
- Novation — substitution of new party, requires consent of all parties
- Modification — common law requires consideration; UCC requires only good faith
6
Remedies
Expectation Damages
- Benefit of the bargain — put non-breaching party in position as if contract performed
- Formula — loss in value + incidental/consequential damages - costs avoided - loss avoided
- Hadley v. Baxendale — consequential damages must be foreseeable at time of contracting
- Certainty requirement — damages cannot be speculative
- Duty to mitigate — cannot recover for damages that could have been reasonably avoided
Reliance & Restitution
- Reliance damages — expenditures in reliance on the contract; used when expectation is uncertain
- Restitution — restore benefit conferred on breaching party to prevent unjust enrichment
- Breaching party restitution — may recover value conferred in excess of non-breaching party's damages
Specific Performance & Liquidated Damages
- Specific performance — available when legal remedy inadequate (unique goods, real property)
- Not available for personal service contracts (Thirteenth Amendment concerns)
- Liquidated damages — enforceable if reasonable forecast of damages and actual damages difficult to calculate
- Penalty clauses — unenforceable if grossly disproportionate to anticipated or actual loss
7
UCC Article 2 & Third-Party Rights
UCC Article 2 — Sale of Goods
- Applies to transactions in goods; common law governs services and real property
- Merchant vs. non-merchant distinctions — firm offers, battle of forms, implied warranty of merchantability
- Warranties — express (2-313), implied merchantability (2-314), implied fitness for particular purpose (2-315)
- Buyer's remedies — cover (2-712), market price differential (2-713), specific performance for unique goods
- Seller's remedies — resale (2-706), market price differential (2-708), action for price (2-709)
Third-Party Beneficiaries
- Intended vs. incidental beneficiaries — only intended beneficiaries have enforcement rights
- Creditor beneficiary — performance satisfies promisor's obligation to third party
- Donee beneficiary — promisor intends to confer gift on third party
- Vesting — rights vest when beneficiary materially changes position, manifests assent, or brings suit
Assignment & Delegation
- Assignment — transfer of rights under contract; generally freely assignable
- Delegation — transfer of duties; generally permissible unless personal skill or trust
- Anti-assignment clauses — narrowly construed; may bar delegation but not always assignment of right to payment
- Obligor's defenses — assignee takes subject to all defenses obligor could assert against assignor
8
Promissory Estoppel & Quasi-Contract
Promissory Estoppel
- Elements — promise, foreseeable reliance, actual reliance, injustice avoided only by enforcement (Restatement 2d §90)
- Substitute for consideration when traditional formation fails
- Damages may be limited to reliance rather than full expectation
- Subcontractor bids — Drennan v. Star Paving (offer irrevocable due to foreseeable reliance)
Quasi-Contract / Unjust Enrichment
- Not a true contract — equitable remedy to prevent unjust enrichment
- Elements — benefit conferred, appreciation/knowledge, inequitable retention
- Measure of recovery — reasonable value of benefit conferred (quantum meruit)
Outlining Tips for Contracts
Always identify whether UCC Article 2 or common law governs before analyzing — this is the threshold question on every contracts exam
Build a formation checklist (offer, acceptance, consideration, defenses) and run through it systematically on every exam question
Master the remedies formulas — expectation, reliance, and restitution calculations are heavily tested and easy points if you know the math
Create a comparison chart for UCC vs. common law differences — battle of forms, Statute of Frauds thresholds, modification, and perfect tender vs. substantial performance
Pay close attention to promissory estoppel as a fallback — when formation fails, professors expect you to analyze PE as an alternative theory
Understand conditions deeply — many exam questions turn on whether a condition was satisfied, waived, or excused
Keep the parol evidence rule straight with a decision tree: Is the writing integrated? Partially or fully? What type of evidence is being offered?
Recommended Length
40-60 pages
A thorough Contracts outline typically runs 40-60 pages and covers all 8 major sections with key rules, leading cases, and professor-specific notes. Start with this template and expand each section with your class notes, case briefs, and hypotheticals from lecture.