CONTRACTS REVIEW QUESTIONS Page |1

1. What is a contract?
2. What are the sections of a typical contract?
3. What is a preamble and what does it do?
4. Why are the definitions in a contract important? How do you know something is a defined term?
5. What is the difference between a representation and a warranty?
6. What is the difference between limitation of liability and indemnification provisions?
7. Why does the choice of law in a contract matter?
8. What are some examples of “boilerplate” provisions?
9. What is the difference between the term of an agreement and the termination provision?
10. Is there a duty to bargain in good faith?
11. Are letter of intent contracts?
12. What are the three kinds of arguments courts make in contract law cases?
13. What is the difference between law and equity in contracts law?
14. What is capacity?
15. What is the minority doctrine?
16. Can a minor ever be bound by contractual obligations?
17. When is a contract voidable for reason of mental infirmity?
18. When is a contract voidable for reasons of drunkenness?
19. When is a contract voidable for reason of old age?
20. How does guardianship impact contract formation?
21. How do courts decide whether a contract is void for reasons of public policy?
22. What are examples of contracts that violate specific laws?
23. What are examples of contracts that do not violate specific laws but are deemed by courts to violate public policy?
24. What is J. Holmes’ “understood indifference” standard?
25. What is the debate over enforcement of noncompetition and nonsolicitation agreements?
→ How can you tell is such an agreement is enforceable?
26. How do you know whether a contract needs to be in writing?
27. When is an oral agreement enforceable?
28. What is an offer?
29. When is something not an offer?
30. How long are offers open?
31. How do you know an offer has lapsed?
32. How do you know that an offer has been revoked?
33. What is the “master of the offer” doctrine?
34. What is the mirror image rule?
35. What is the last clear shot rule?
36. When is something a counteroffer versus a conditional acceptance?
37. How can you eliminate the power to revoke?
38. When does detrimental reliance potentially make an offer irrevocable?
39. What is a firm offer?
40. What is an example of language that creates a firm offer?
41. Is an advertisement an offer?
42. When is specific performance most likely to be awarded as a remedy?
43. What is the Mailbox Rule?
44. How do courts analyze formation of internet contracts?

45. How is a contract like a roadmap?

46. What is the difference between freedom to contract and freedom from contract?
47. What is the first part of the contract?
48. How do recitals function?
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49. Explain the difference between representations and warranties.

50. What types of consideration often appear in contracts?
51. What is the term of a contract?
52. What is a termination provision?
53. What is the difference between a breach and a default?
54. What is a limitation of liability?
55. What is an indemnification provision?
56. What is boilerplate?
57. What is a signature block?
58. What is the difference between a schedule and an exhibit?
59. Is there a duty to bargain in good faith?
60. What is the difference between a court deciding a case in contract law versus in equity?
61. Is an action grounded on promissory estoppel and equivalent to a breach of contract action?
62. How do you know whether you have an agreement or in your agreement to negotiate?
63. Are letters of intent contracts?
64. In pre-contractual liability cases where a plaintiff argues for promissory estoppel, how will courts analyze this inquiry?
65. Who can legally enter into a contract?
66. When do courts consider exceptions to the minority doctrine?
67. How do courts determine whether a mental infirmity is present in capacity inquiries?
68. When does public policy prohibit the enforcement of a contract?
69. What is Justice Holmes' understood indifference standard?
70. How would a court conduct a determination related to compensation for unlicensed workers?
71. How do courts analyze noncompetition agreements?
72. If an employer rescinds a job offer, what recourse because the prospective employee have?
73. What is the statute of frauds?
74. Must all essential terms of an agreement be contained in a single document for purposes of the statute of frauds?
75. In order to enforce a written agreement, whose signature is required?
76. How do you determine whether a contract runs for more than one year for purposes of a statute of frauds inquiry?
77. In a case for specific performance of an oral agreement, do courts of equity require partial performance in order to
compel specific performance?
78. When can the legal remedy of the damages be inadequate?
79. What are the three elements that must be present in any contract to create an enforceable set of obligations?
80. How long do offers remain open?
81. How do you determine whether an offer has lapsed?
82. Are offers revocable?
83. Who is the master of the offer?
84. What is the mirror image rule?
85. What is the last clear shot rule?
86. What is the battle of the forms?
87. How do you know that an offer has been rejected?
88. What is the difference between a counteroffer and a conditional acceptance?
89. What happens if an offeror dies or becomes incapacitated?
90. How can the power to revoke be limited?
91. What is a firm offer under the UCC?
92. Is a joke an offer?
93. When is an advertisement an offer?
94. What kind of magic language creates the ability for immediate acceptance and commencement of performance?
95. What is a clickwrap agreement?
96. What is a browse wrap?
97. What is a notice browsewrap? How do you know whether it is enforceable?
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98. What is the mailbox rule?

99. How does the UCC deal with additional terms in acceptances and confirmations?
100. What are the three different approaches courts can take in analyzing different or additional terms?
101. How do you know that acceptance has occurred?
102. Is silence acceptance? Are there exceptions?
103. Explain the difference between objective and subjective theories of consent? When do courts look to each?
104. In a goods contracts, what is the majority view with respect to resolving discrepant terms in the contract?
105. What is the warranty of merchantability?
106. Why does it matter whether a contract is between a merchant and a consumer or two merchants?
107. What is a shrink wrap agreement? When is it enforceable?
108. Are competent adults bound by their agreements if they do not read them?
109. What are the two elements of legally sufficient consideration?
110. What is the difference between sufficiency and adequacy in consideration doctrine?
111. What is the difference between consideration and a gift?
112. What is sham consideration?
113. What is token consideration?
114. Is a waiver of a legal right sufficient consideration?
115. Is refraining from speaking legally sufficient consideration?
116. How do you know whether forbearance is sufficient consideration?
117. Can a preexisting obligation to perform constitute sufficient consideration?
118. Is a promise to pay based on illegal consideration enforceable?
119. What is privity?
120. Does forbearance from discharge of an at will employee constitute sufficient consideration?
121. What do courts look to for help in interpreting contracts?
122. What happens if a price term is open?
123. What are the general rules of contractual construction?
124. If both parties entering into a contract are mistaken about a basic assumption of the contract, what happens?
125. How does this change if one party has expressly assumed the risk of the mistake?
126. How do unilateral mistakes differ?
127. How do courts address fraud and misrepresentation in contracts?
128. What is fraud in the inducement?
129. What is the difference between a void contract and a voidable contract?
130. What are the hallmarks of duress and coercion?
131. Is duress in business/economic circumstances frequently found?
132. What are the hallmarks of undue influence?
133. Explain impracticability.
134. Explain frustration of purpose.
135. In goods agreements, how the appropriate conduct of buyers and sellers when a problem in production arises.
136. Explain the difference between a promise and a condition.
137. How do you know whether a party is a third party beneficiary?
138. Explain the difference between vagueness and ambiguity.
139. What are the rules around assignments?
140. What are the two kinds of promises?
141. Explain unconscionability.
142. What are the hallmarks of unconscionability?
143. How do courts evaluate expert opinion?
144. When is specific performance appropriate?
145. What is a contract of adhesion?
146. How do you determine whether a breach is material or minor?
147. When will conditions and the promises they trigger be excused?
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148. What are a buyer's rights on improper delivery?

149. What is appropriate rejection of goods?
150. What constitutes acceptance?
151. When are duties discharged?
152. Why does the timing of conditions and promises matter for determining breach and damages?
153. Explain the duty to mitigate damages for nondelivery of goods and contrast it with the duty for services.
154. What is anticipatory repudiation?
155. Explain the dominant calculations of damages and how they differ.
156. When are liquidated damages appropriate?
157. What equitable remedies are possible in contract?