Business law
The Contract Rules
Sort common law from UCC Article 2 first; the mirror image, the writing rules, and the remedies all fork from there.
How the exam words it
- -The stem asks whether a valid contract formed, or whether an offer, acceptance, or consideration is missing.
- -A deal is oral and it asks whether the statute of frauds requires a writing.
- -An acceptance changes terms and it asks whether a contract formed under the mirror-image rule or UCC 2-207.
- -It asks which remedy or measure of damages applies, or whether the parol evidence rule bars a prior statement.
The playbook
- 1Classify the subject matter: a sale of goods is UCC Article 2, and everything else (services, real estate, employment) is common law.
- 2Test formation: offer, acceptance, and consideration, with the mailbox rule making an acceptance effective on dispatch.
- 3Under common law an acceptance must mirror the offer; under UCC 2-207 a definite acceptance with new terms still forms a contract, and between merchants the new terms can become part of it.
- 4Check the statute of frauds (goods of $500 or more, real estate, a promise that cannot be performed within one year, suretyship), then apply expectation damages, with the parol evidence rule barring prior terms that contradict a final writing.
The trap
Applying the common-law mirror-image rule to a sale of goods. Under UCC 2-207 a definite acceptance with additional terms still forms a contract; it does not automatically become a counteroffer.
How the exam varies it
The same pattern, re-skinned along these axes:
Common law versus UCC Article 2Formation versus the statute of frauds versus remediesMirror image versus the battle of the forms
Drill this pattern
8 questions of The Contract Rules from across the AUD topics. Clear it by getting 5 right with a streak of 3.