From rough notes to exam-ready thinking.

Offer: an objective manifestation of willingness to enter a bargain, communicated so that assent concludes it; read the words and conduct in context, not by the offeror’s hidden intent.

Definiteness: parties, subject matter and quantity must be clear enough to enforce; Article 2 fills price and delivery gaps with its default rules.

Termination: revocation is effective on receipt before acceptance; lapse, rejection and a counteroffer also end the power of acceptance.

Irrevocable offers: an option supported by consideration, a merchant’s signed firm offer under UCC § 2-205, or a statutory substitute under Article 2.

Acceptance: the mirror-image rule at common law; for sales of goods, UCC § 2-207 governs acceptances with additional or different terms (the battle of the forms), with special rules when both parties are merchants.

Acceptance timing: the mailbox rule makes a properly dispatched acceptance effective on dispatch, unless the offer specifies receipt or an option is involved.

Consideration: a bargained-for exchange of legal detriment; past consideration, illusory promises and a preexisting duty fail the test.

Statute of frauds: land, one-year, suretyship, marriage, executor and goods of $500 or more must be evidenced by a writing signed by the party to be charged.

Exceptions: part performance for land, specially manufactured goods, payment and acceptance, receipt and acceptance, judicial admission, and reliance.

Assent defects: duress requires an improper threat leaving no reasonable alternative; review undue influence and misrepresentation alongside it.

Fraudulent, material and negligent misrepresentation differ in remedy; silence is actionable only where a duty to disclose exists.

Unconscionability: weigh procedural and substantive unfairness in the commercial setting, including surprise and the absence of meaningful choice.

Capacity and legality: a minor’s agreement is voidable; licensure, usury and public-policy limits can bar enforcement.

Conditions: precedent, concurrent and subsequent; decide whether the parties required strict compliance or substantial performance.

Material breach factors: the benefit the non-breaching party expected, adequacy of compensation, hardship to the breaching party, and good faith.

Sale of goods: the perfect-tender rule applies to a single delivery, subject to the buyer’s right to reject and the seller’s right to cure.

Anticipatory repudiation: a clear and unequivocal refusal permits a demand for adequate assurance and, if commercially reasonable, suspension of performance.

Excuse: impracticability requires that the event’s non-occurrence was a basic assumption on which the contract was made; analyze frustration of purpose the same way.

Compare UCC § 2-615 with the parties’ own allocation of risk through force-majeure, market-shift and price-adjustment terms.

Expectation: benefit of the bargain, including lost profits proved with reasonable certainty rather than speculation.

Consequential damages require foreseeability at formation and proof that the loss could not reasonably have been avoided.

Reliance and restitution: out-of-pocket recovery and disgorgement where expectation is unavailable or too uncertain to prove.

Mitigation: avoidable consequences; the non-breaching party cannot recover losses it could reasonably have prevented.

Liquidated damages: enforceable only if the sum was a reasonable forecast at formation and actual harm is difficult to prove; otherwise it is a penalty.

Specific performance: land and unique goods, where the legal remedy is inadequate and enforcement is feasible for both sides.

Article 2: buyer’s cover and market-price damages; seller’s resale and market-price damages, subject to notice and acceptance rules.

Assignment and delegation: contract rights are generally assignable, subject to anti-assignment clauses and material changes in the obligor’s duty.

Delegation of performance does not discharge the delegator, and the obligee may object to a delegation that materially changes the duty.

Third-party beneficiaries: distinguish intended creditor and donee beneficiaries from incidental beneficiaries; vesting limits later modification.

Novation and accord and satisfaction: novation requires assent from all parties, and an accord discharges a disputed claim once performed.