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This foundational week introduces the concept of a contract, the sources of contract law, and the critical distinction between common law and UCC Article 2. Students will learn to identify which body of law governs a transaction — the single most important threshold question on any contracts exam.
A contract is a legally enforceable agreement between two or more parties that creates mutual obligations. The Restatement (Second) of Contracts § 1 defines it as "a promise or a set of promises for the breach of which the law gives a remedy, or the performance of which the law in some way recognizes as a duty."
If any element is missing, no enforceable contract exists.
On every contracts question, the FIRST thing you determine is: Does common law or UCC Article 2 apply?
This is not optional. The answer changes the rules for formation, modification, breach, and remedies.
- If goods predominate → UCC governs the entire contract - If services predominate → Common law governs the entire contract
Example: Hiring a contractor to install a new roof. - Materials (goods): shingles, nails, underlayment - Services: labor, expertise, installation - Analysis: The homeowner is primarily paying for the contractor's skilled labor and expertise. The goods are incidental to the service. - Result: Common law governs.
Example: Ordering a custom-built computer from a manufacturer. - Goods: the computer components and finished product - Services: assembly and customization - Analysis: The buyer is primarily paying for the finished product (goods). The assembly is incidental. - Result: UCC Article 2 governs.
Quasi-contract is not a contract at all. It is an equitable remedy imposed by courts to prevent unjust enrichment when no actual contract exists.
Elements: 1. Plaintiff conferred a benefit on defendant 2. Defendant had knowledge of the benefit 3. Defendant accepted or retained the benefit 4. It would be inequitable to allow defendant to retain the benefit without paying
Recovery: Reasonable value of the benefit conferred (quantum meruit for services, quantum valebant for goods).
The California First-Year Law Students' Examination (Baby Bar / FYLSX) tests Contracts, Torts, and Criminal Law. For Contracts, the examiners expect you to: - Identify the governing law (common law vs. UCC) as your first analytical step - Classify the contract type - Apply the predominant purpose test for mixed transactions - Distinguish void, voidable, and unenforceable contracts
Exam Tip: Always begin your Contracts answer with: "The threshold issue is whether common law or UCC Article 2 governs this transaction. Because [analysis], [common law / UCC] applies."
The statutes SofAI ties to this topic. Use them as your IRAC rule block, then verify the current text on the official leginfo link.
A contract is an agreement to do or not do a certain thing.
Exam hook: Anchor a Contracts essay's rule statement in the statutory definition before moving to the four elements.
A valid contract requires four things: parties capable of contracting, their consent, a lawful object, and sufficient consideration.
Exam hook: Use the four §1550 elements as the checklist for issue-spotting formation defects.
The object of a contract must be lawful; agreements for an unlawful purpose are void.
Something is unlawful if it is forbidden by law, contrary to good morals, or otherwise against public policy.
The Baby Bar (FYLSX) tests Contracts heavily. Every Contracts essay begins with the threshold question of governing law. The examiners expect you to identify common law vs. UCC Article 2 and apply the predominant purpose test for mixed transactions. This week's material is tested on virtually every Contracts essay.