Revision Comments CONTRACTS Issues Covered: You missed major issues. You missed important

Revision Comments CONTRACTS

Issues Covered:

You missed major issues.
You missed important sub-issues.

Law Knowledge and Use:

You didn’t provide enough law or legal definitions to key terms.
You provided too much recitation or discussion of the law in general, rather than applying laws to the facts.
You need to focus on proving or disproving the elements of the rules of law in your analysis.

Argument and Analysis:

You were too conclusionary and did not provide enough argument for both sides of the issues. You need to play with the facts more and adequately explain the arguments both sides would be expected to make.
You need to explain why you believe the facts lead to the conclusion you reached.

Format and Structure:

You need to use the IRAC format.
Your essay would be improved with more white space. Skip lines between issues and skip lines within the sections, following the issue statement, rule, and analysis.
You need to label the issues discussed with an issue statement framed as a yes/no question or with the legal topic covered. This may help you focus your analysis on answering the question, as opposed to simply telling what you know about a topic.

Writing Style:

Mechanics:

Additional Comments

Teddy,

I can see that you have studied contract law and that you are learning what to do. Going forward, I encourage you to practice building greater depth and nuance into your analysis. It is also important to learn and implement the IRAC style of legal writing for your essays at NWCU.

Under a standard IRAC analysis, you work through each legal issue presented in the fact pattern in a way that identifies the issue, states the governing legal rule, analyzes whether the facts are (or are not) sufficient to meet each element of that rule, and then arrives at a well-reasoned conclusion.

While this is a very different style of writing than what you have done previously, it is incredibly effective for building thorough and methodical legal analysis in a way that focuses on proving whether the facts of a case meet the governing law or not.

In this case, for example, evaluating the issue of whether Bob made an offer might look like this: “Did Bob make an offer to buy the patio furniture?” (Skip a line) “An offer is the outward manifestation of present contractual intent, with certain and definite terms, that is communicated to the offeree.” (Skip a line) “In this case, the facts tell us that Bob responded to seeing Sarah’s post to sell her furniture with a text message. His text message indicated an express interest in purchasing the patio set and asked if she would accept $200. Bob’s decision to proactively and affirmatively contact Sarah about the patio furniture evidences an outward manifestation. His willingness to pay $200 in exchange for the patio set proves he had present contractual intent. The terms of his offer were sufficiently certain and definite: 1 patio set (quantity), for immediate purchase (time of performance), between Bob and Sarah (identity of the parties), for $200 (price), regarding the patio set Sarah listed for sale (subject matter). Even though the time of performance was only implied and not express, the court can use reasonable gap fillers in this case because the contract arises under the UCC. Finally, we know the offer was communicated to the offeree because the facts tell us that he texted the message directly to Sarah. Her subsequent reply proves that she didm, in fact, receive the offer” (Skip a line) “Because all elements for an offer have been established under the facts, Bob made a valid offer to Sarah.”

Thereafter, you would proceed to adopt the same approach for the rest of the issues that follow. In this way, law school essays differ from traditional essay writing in that your primary job is to build analysis that focuses on what the facts from a hypothetical prove.

As a matter of law, the first issue that you need to address for any contracts exam is which law governs — Article 2 of the UCC or common law — and why.

You are right that it to evaluate the nature of Sarah’s original posting and to consider the legal implications it set forth. And you are likely correct in your conclusion that Sarah made an invitation to treat, not an offer. But the bulk of your points on a law school essay exam comes from proving the conclusions that you assert.

To begin, why should Sarah’s online post even be considered under the rule for advertisements rather than that of a traditional offer? What about her post makes you consider whether it is an advertisement in the first place? Once you establish that the nature, language, and/or intent of the post supports concluding it was an advertisement, then you can look to the competing rules of law set forth in the rule split. What is the legal rule for advertisements? Are they considered traditional offers (binding upon acceptance) or merely invitations to solicit offers (not binding). What is the legal rule split and what does that mean for how Sarah’s online post should be evaluated, depending upon which jurisdiction it occurred in? Then, in your conclusion, it is important to account for the fact that Sarah’s post may be treated differently, depending upon the rule in the jurisdiction of the events. For example, if the events occur in a jurisdiction that follows the majority rule, her post will only be considered an invitation to solicit offers. If the events occur in a jurisdiction that follows the minority rule — and if you have provided sufficient proof to establish the terms as sufficiently definite and specific — then her post may be considered as a traditional offer that becomes binding upon acceptance. By building out a much more detailed and thorough analysis of the issue, you create stronger proof for your ultimate conclusion.

One thing to keep in mind for contracts exams is that it often helps to address the issues chronologically if they are raised in an order that gives rise to multiple contract claims. In that way, you can keep track of the legal significance of each party’s actions at every step of the way.

In this case, for example, you would want to individually IRAC, analyze, and prove the following issues in order before moving on to evaluate the significance of Sarah’s negotiations with Bob:  What law governs? / Did Sarah make an advertisement? / Could Sarah’s advertisement be considered an offer in minority jurisdictions? / Did Bob accept Sarah’s offer? / Did Bob make a counteroffer? / Did Sarah make a counteroffer? / Did Sarah revoke her counteroffer? / Did Bob accept Sarah’s counteroffer? / Was their agreement supported by consideration? / Did Bob and Sarah make an enforceable contract?

Only after going through that process would you be able to arrive at an accurate and well-reasoned conclusion as to whether Sarah and Bob entered into a contract and why.

By walking through the issues individually and in order, you would find that Sarah made the final counteroffer, that she failed to effectively revoke it, that Bob accepted her counteroffer, and that their agreement was supported by consideration. As a matter of law, a contract comes into force the moment that a valid offer is accepted (provided that the agreement is supported by consideration).

For that reason, the fact that Sarah entered into a contract with Carl before Bob conveyed his acceptance is an issue that speaks to whether Sarah can *perform* each of the contracts. But it is not sufficient to impact whether Sarah and Bob actually made an enforceable contract in the first place. If you have an offer and acceptance, you can prove mutual assent between the parties. If you have mutual assent and consideration (which we do in this case) a contract is formed.

Once you establish and build out the legal implications of Sarah’s negotiations with Bob, you can move on to take the same approach in evaluating the implications of her negotiations with Carl.

In that way, the following issues should be IRAC’d and analyzed related to Carl: Did Carl make a counteroffer? / Did Sarah accept Carl’s counteroffer? Was their agreement supported by consideration? / Did Carl and Sarah make an enforceable contract?

The legal significance of Dan’s actions is more nuanced. For example, if the events occurred in a jurisdiction that follows the majority rule on advertisements, then Dan’s actions would be of limited significance. But if the events occurred in a jurisdiction that follows the minority rule on advertisements — and if you proved that Sarah’s online post met the requisite elements to be considered a binding agreement — then Dan would have a stronger claim. For example, consider what implication, if any, it might have to view Sarah’s posting as an offer for a unilateral contract. Did it invite acceptance through performance? If so, what do you make of the fact that only Dan fulfilled the requested performance? At what point do unilateral contracts come into being? When the requested performance is attempted? Or when the requested performance is completed? How might these considerations deepen your analysis of Dan’s claim to the furniture?

Once you fully explore and build out the formation issues related to Sarah’s negotiations with the three potential buyers, then you can move on to consider issues of performance, breach, and remedies.

The facts establish that Sarah entered into contracts with Bob and Carl for the same subject matter. Would Sarah be able to perform both contracts? Why or why not? If she will not be able to perform both contracts, then she will have to breach one of them. Which of the contracts would the law prioritize to enforce? Why? What does that mean for the one or two other parties who lose out? And what does any of that mean for potential remedies for the parties?

Learning the substantive law is the first step. Learning how to apply that law and convey your analysis through the IRAC format is how you succeed on law school exams.