Contracts NextGen Bar Exam Study Guide

About Contracts

Formation, defenses, performance, breach, and remedies — common law with UCC Article 2 integrated. NCBE flags 10 of its topics at memorize level; the rest lean on provided materials and reasoning.

From chapter 1, Governing Law: CL vs UCC

The very first move in every contracts problem is deciding which rulebook applies, and there are two. One is the common law of contracts — the judge-made rules distilled in the Restatement (Second) of Contracts. The other is Article 2 of the Uniform Commercial Code (the UCC), a statute every state has enacted to govern the sale of goods. These two bodies of law agree on a great deal, but they split apart on exactly the questions the exam loves: how an offer stays open, whether a mismatched acceptance still makes a contract, whether you need new consideration to change a deal, what happens when goods arrive slightly off-spec, and what warranties ride along automatically. Pick the wrong rulebook and you will apply the wrong rule to every one of those questions. That is why 'governing law' sits at position one. This topic is starred, which means you must recall the dividing line cold, with no statute provided — although for a genuinely mixed goods-and-services deal, the exam may hand you resources to work from. Learn to spot goods in a heartbeat and the rest of contracts organizes itself.