Contracts bar exam questions & notes.
Formation, defenses, performance, breach, and remedies — common law with UCC Article 2 integrated. Try 4 free exam-format questions with explanations below, preview the notes, and see every topic NCBE lists for the NextGen exam.
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Notes preview
From the Contracts notes: Governing Law: CL vs UCC
The first topic of every subject is free with an account, notes included. Here is how the notes read.
Why this matters
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.
Goods go to the UCC; everything else stays common law
Here is the whole thing in one line: UCC Article 2 governs contracts for the sale of goods; the common law governs everything else. 'Everything else' is a huge category — services, real estate, employment, insurance, loans, licenses of intangible rights, and construction all live under the common law. Article 2 is the narrow, specialized rulebook; the common law is the default that catches whatever Article 2 does not reach. So your first question is never 'is this a contract?' It is 'is this a contract for goods?' If yes, open the UCC. If no, you are in common-law land. One vocabulary warning: Article 2 covers the sale of goods. A lease of goods is not a sale — it belongs to a different UCC article (Article 2A). And selling a house is not selling goods — real estate is common law. You need both words, sale and goods, to be true before Article 2 applies.
Common law governs these (Article 2 does not reach them)
- Services — consulting, repair, medical care, transportation, entertainment.
- Real estate — buying, selling, or leasing land and buildings.
- Employment contracts — the promise to work and the promise to pay wages.
- Intangibles and rights — insurance policies, loans, and pure licenses of intellectual property.
- Construction contracts — building a house is a service, even though lumber and fixtures change hands.
All 11 topics in Contracts
Scope-alignedmarks the 10 topics NCBE flags at memorize level — know these cold; the rest lean on provided materials and reasoning.
- 01Free
Governing Law: CL vs UCC★
Identifying whether a transaction is governed by the common law or UCC Article 2, and how to treat hybrid (goods-and-services) transactions under UCC 2-102.
Listen to the episode - 02
Formation★
Mutual assent — offer and acceptance; unilateral, bilateral, and implied-in-fact contracts; the manifestation of assent; control and termination of the power of acceptance; the mirror-image rule and its UCC displacement; and modification of contracts (common law and UCC).
Listen to the episode - 03
Consideration & Substitutes★
Consideration as a bargained-for exchange (adequacy, past consideration, the preexisting-duty rule, forbearance) and obligations enforceable without a bargained-for exchange — promissory estoppel and restitution.
Listen to the episode - 04
Defenses★
Defenses to enforceability: incapacity; duress and undue influence; mistake and misunderstanding; fraud, misrepresentation, and nondisclosure; illegality and public policy; and unconscionability under the common law and the UCC.
Listen to the episode - 05
Statute of Frauds★
The statute of frauds: contracts covered, satisfaction of the writing requirement, exceptions to the writing requirement, the UCC statute of frauds and its exceptions, and electronic transactions under UETA.
Listen to the episode - 06
Parol Evidence & Interpretation★
Contract content and meaning: the parol evidence rule (common law and UCC), rules of interpretation and their priority, usage of trade, course of dealing and course of performance, and omitted and implied terms.
Listen to the episode - 07
Performance, Conditions & Good Faith★
Performance at common law: promises versus conditions, the nonoccurrence and excuse of conditions, conditions of satisfaction, and the obligation of good faith and fair dealing.
Listen to the episode - 08
UCC Performance & Warranties★
Performance under UCC Article 2 (tender, risk of loss, title, delivery terms, rejection, cure, acceptance, and revocation) and warranties and disclaimers — express warranties, warranties of title and against infringement, implied warranties of merchantability and fitness, and their disclaimer.
Listen to the episode - 09
Breach, Repudiation & Excuse★
Breach and discharge: material versus partial breach and substantial performance; anticipatory repudiation (common law and UCC); impossibility, impracticability, and frustration of purpose and risk of loss; discharge of duties (accord and satisfaction, novation, rescission, release); and breach of employment contracts.
Listen to the episode - 10
Remedies★
Contract remedies: the expectation interest and its measure; causation, certainty, and foreseeability; liquidated damages versus penalties; avoidable consequences and mitigation; reformation; specific performance and injunction; reliance and restitution interests; and remedies under the UCC.
Listen to the episode - 11
Third Parties
Third-party rights and obligations: intended versus incidental third-party beneficiaries and defenses against their claims; and assignment of rights and delegation of duties, including under the UCC.
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Try before you buy
4 sample K questions
Real questions from the Contracts bank, with the full explanation. The paid bank covers all 11 topics and difficulty levels.
Riverside Diner, a restaurant, orders 60 dozen ceramic coffee mugs from a wholesaler for $2,400, with delivery promised in three weeks. When the shipment arrives, roughly a third of the mugs are chipped, and the owner wants to know what rules govern her right to reject them. Her lawyer explains that before any rejection rule can be applied, they must first pin down which body of contract law governs the purchase, because the standard for rejecting an imperfect shipment differs sharply between the two regimes.
Which body of law governs the diner's purchase of the mugs?
- The common law of contracts.
- UCC Article 2A.
- UCC Article 2. Correct
- UCC Article 2 and the common law together.
A company contracts with a homeowner to design and maintain her garden for one growing season for $9,000, sending a crew each week to prune, plant, and mulch. Midway through the season the homeowner is dissatisfied with the pruning and wants to know whether she can treat the imperfect work as a breach and withhold the balance. Her attorney says the first step is to identify which body of contract law governs, because the standard for adequate performance — substantial performance versus strict conformity — differs between the two regimes.
Which body of law governs the landscaping contract?
- The common law of contracts. Correct
- UCC Article 2.
- UCC Article 2A.
- The Uniform Electronic Transactions Act.
A state law student is drilling herself on UCC § 2-105, which defines 'goods' as things movable at the time they are identified to the contract for sale. She reminds herself that only a sale of goods pulls a transaction into Article 2 and its warranty and formation rules, so classification is the threshold move. She writes down four proposed sale contracts and tries to decide which one has a subject matter that qualifies as goods under the Code's movability test.
Which of the following is a sale of 'goods' under UCC Article 2?
- The sale of a 40-acre parcel of farmland.
- The sale of 100 shares of corporate stock.
- The assignment of a three-year commercial lease.
- The sale of a used delivery van. Correct
A developer hires a general contractor to build a warehouse for $2.4 million. The contractor supplies all of the steel, concrete, lumber, and fixtures and furnishes the labor to erect the structure. After completion, the developer claims the roof leaks and sues. The parties dispute whether the UCC's perfect-tender rule or the common law's substantial-performance standard measures the contractor's obligation, and the value of the materials alone exceeds $1 million. The jurisdiction follows the majority approach to contracts that combine goods and services.
Which body of law most likely governs the construction contract?
- UCC Article 2, because the materials exceeded $1 million in value.
- UCC Article 2, because the contractor furnished movable materials.
- The common law, because building a structure is predominantly a service. Correct
- Both bodies of law, split between the materials and the labor.
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