Attack outline
Contracts Essay Attack
Review the Contracts Essay Attack with ordered issue-spotting steps and Florida flags where relevant before you jump back into practice.
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Ordered attack steps
- Offer: Definite terms, intent to be bound
- Acceptance: Mirror image (common law) vs battle of forms (UCC)
- Consideration: Bargained-for exchange
- UCC vs Common Law (goods vs services/real property)
- Statute of Frauds (MYLEGS)
- Capacity (minors, mental incapacity)
- Duress, undue influence
- Misrepresentation, fraud
- Unconscionability
- Mistake (mutual vs unilateral)
- Integrated agreement?
- Completely vs partially integrated
- Exceptions: Ambiguity, fraud, condition precedent, subsequent modification
- Conditions (precedent, concurrent, subsequent)
- Material vs minor breach
- Substantial performance doctrine
- Anticipatory repudiation
- UCC perfect tender rule
- Impossibility/Impracticability
- Frustration of purpose
- Modification (consideration needed at common law, not UCC)
- Expectation damages (benefit of bargain)
- Reliance damages
- Restitution
- Consequential damages (Hadley v. Baxendale)
- Specific performance
- Liquidated damages
- Third-party beneficiaries (intended vs incidental)
- Assignment of rights
- Delegation of duties
- E-SIGN Act (15 U.S.C. § 7001): electronic signatures satisfy any law requiring a writing or signature — click-through "I Agree" = valid e-signature for Statute of Frauds
- UETA (adopted by FL as F.S. Ch. 668): electronic records and signatures given same legal effect as paper/ink
- Online contract formation: clickwrap (enforceable — affirmative assent), browsewrap (risky — passive, often unenforceable without actual notice), shrinkwrap (enforceable if terms were available before purchase)
- UCC § 2-508 cure: seller may cure nonconforming tender within the contract time; if seller reasonably believed tender would be acceptable, seller gets additional reasonable time to cure