| BLANK (as in the text) | WITH STUDENT SUMMARY |
| I. INTRODUCTION
| I. INTRODUCTION - ACRONYM IS OACLLS VIPR TAD |
| A. Contract Questions' Scope | A. Contract Questions' Scope - heavily tested and cross-over questions. 3 questions per exam. |
| B. Overall Memory Ladder Acronym - OACLLS VIPR TAD | C. Overall Memory Ladder Acronym - OACLLS VIPR TAD |
| C. Privity of Contract | C. Privity of Contract - necessary to have standing to sue on contract. |
| D. Common Law v. UCC Distinction | D. Common Law v. UCC Distinction - identify the governing law in first sentence of answer |
| 1. UCC Intention of Reasonableness | 1. UCC Intention of Reasonableness - requires less precision in terms |
| 2. Application | 2. Application - does UCC or common law apply? |
| a. Common Law - SIR | a. Common Law - SIR - Services, Intangibles, and Real Estate |
| b. UCC | b. UCC - sale of “goods” - movable items |
| c. Distinction | c. Distinction - can be subtle - book sale & binding repair |
| d. Mixed Contract | d. Mixed Contract - predominate factor for contract governs |
| 3. Fill in Blanks and Conflict Functions | 3. Fill in Blanks and Conflict Functions - UCC default provisions fill-in gaps except quantity |
| 4. Duty to Communicate | 4. Duty to Communicate - UCC may impose; none under common law |
| 5. Merchant v. Casual Party | 5. Merchant v. Casual Party - special provisions if deals in goods or is expert; usually seller M |
| 6. Application by Analogy | 6. Application by Analogy - good faith and duty to mitigate damages |
| E. Express or Implied | E. Express or Implied |
| 1. Express Contract | 1. Express Contract - oral or written agreement |
| 2. Implied Contract | 2. Implied Contract - necessary intent exhibited by actions of parties |
| a. Implied in Fact | a. Implied in Fact - real contract but no agreement on price/fee |
| b. Implied in Law | b. Implied in Law - avoid unjust enrichment, quasi contract, Quantum Meruit |
| F. Acceptance by Promise or Act | F. Acceptance by Promise or Act |
| 1. Bilateral | 1. Bilateral - promisor seeking a return promise from promisee, both promises independently enforceable |
| 2. Unilateral | 2. Unilateral - seeking acceptance by performance of the act required, example reward offer |