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Contracts Outline Zehmer

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					    RGANIZING:
Many Methods, One Goal
      Reasons to Organize
• To learn course content
  – By giving context and examples
  – By grouping to remember through association
    and sequence
• To highlight analysis process
  – To test and practice application of law to facts
• To prepare for exams
  – For thoroughness in answers
  – To increase speed in writing exams
       How do I pick a format for
       organizing my materials?
• Start with what has worked for you in past courses.
• Note and try other methods if they help you
  understand content or analysis of course materials.
• ‘To Outline’ is code for ‘To Organize’
  – Create a tool to help you
     • Understand material
     • Learn steps of analysis
• Set up the structure of your ‘organizing tool’ so you
  remember material in the way you will use it.
  – This increases speed of recall for planning and writing
    exam answers.
      Preliminary Questions
• Goals: What do I want to accomplish?
  – Organize to conceptualize material
  – Create a tool to guide legal problem solving
• What organizing format works best for me?
• Would it be more efficient to use an ―outline‖
  created by someone who knows more than I?
• How can I tell if my ―organizing method‖ will
  help me accomplish my goals?
         Organizing to Conceptualize
• Main Topics
   – What are the main topics in the course?
       • What distinguishes each topic?
       • How are the topics like and different?
       • How will you identify issues that fall in topic area?
   – How do the main topics relate to each other
       • Can they occur together?
       • Are any topics mutually exclusive?
       • Is there an order among topics such that one or some
         should be analyzed before others?
• This layer of organizing identifies the large areas of a course.
  Usually there are no more than 5-9 of these. Scan a problem
  for relevant main topics.
                 Subtopics
• Make a list of all legal principles, rules,
  questions, public policy issues, and terms.
• Group these using each main topic as a
  category.
• Within each category sort these and include
  case examples to help remember the
  applications and arguments.
• Put in an order that reflects what you need to
  analyze a new set of facts.
      Creating a Tool to Guide
          Problem Solving
• Remember, the goal is analysis!
• Does your tool include:
  – Questions to ask of facts or to test legal principles?
  – Legal tests and rules?
  – Arguments and counter arguments?
  – Case examples?
  – Public policy arguments?
  – Other terms or criteria used by professor or
    important in class discussion?
Practical Questions for Creating a
  Flow Chart or Decision Tree

 •   What is a flowchart or decision tree?
 •   Why would I create one?
 •   Is it a substitute for an outline?
 •   What if I don’t learn visually?
 •   What software can I use?
            Creating a Flowchart
               in 3 easy steps

   Brainstorm




                      Organize

Created by Ruta Stropus,         Go with
DePaul Law School
                                 the analysis
                Academic Support Program
                        Samples




**CAVEAT - The following material may not be useful for your
classes. They may not conform to the law of your casebook or that
of your professor. Please use this material as a guide to creating
your own.


                                                                     10
                                        Contracts
                               Sample - ―Brainstorm‖ Sheet

  List rules/key words/phrases

  Promissory Estoppel
  Offer
  Contract
  Acceptance
  Consideration
  Communication - knowledge
     of offer
  Void
  Voidable
  Certainty of terms
  Commitment/promise                                                              Brainstorm
  Termination
***The substance of the following material should not be used for your classes.
They do not conform to the law of your casebook or that of your professor.
Please use this material ONLY as a guide to creating your own.

 Created by Ruta Stropus, DePaul Law School                                                    11
                               Contracts
       Sample organization of rules/key words/phrases
I. Requirements for contract

  A. Offer
    1. Commitment/promise
    2. Certainty of Terms
                                           Organize
    3. Communication
    4. Termination

  B. Consideration

  C.     Acceptance                          Created by Ruta
                                             Stropus, DePaul
  D. Promissory Estoppel                     Law School
II. Is contract valid?                       ***The substance of the
                                             following material should not be
                                             used for your classes. They do
  A. Void                                    not conform to the law of your
                                             casebook or that of your
                                             professor. Please use this
  B. Voidable                                material ONLY as a guide to
                                             creating your own.          12
                                     Contracts
                                  Sample Flowchart 1




  Go with
  the analysis

 ***The substance of the
 following material should not
 be used for your classes. They
 do not conform to the law of
 your casebook or that of your
 professor. Please use this
 material ONLY as a guide to
 creating your own.

Created by Ruta Stropus, DePaul Law School             13
                             Contracts - Sample Flowchart 2




 ***The substance of the
 following material should
 not be used for your
 classes. They do not
 conform to the law of
 your casebook or that of
 your professor. Please
 use this material ONLY
 as a guide to creating
 your own.
Created by Ruta Stropus, DePaul Law School                    14
                                               Contracts
                                 Sample Analytic Outline
       Step 1 - Is there an offer?
          Look to see if all of the following elements exist:
            1. Commitment/promise
            2. Certainty of Terms                                            Go with
            3. Communication
       * make sure the offer has not been terminated!                        the analysis
       Step 2 - Is there consideration?

       Step 3 - Has the offer been accepted?
         1. If yes - then we have a contract
         2. If no then try to enforce using promissory
       estoppel

       Step 4 - Make sure the contract is valid
         Look to see if it is
            1. Automatically Void and/or
            2. Voidable by one of the parties
***The substance of the following material should not be used for your      Created by Ruta Stropus,
classes. They do not conform to the law of your casebook or that of your
professor. Please use this material ONLY as a guide to creating your own.   DePaul Law School 15
                                                                                                                ***The substance of the
                                         Contracts - Sample Outline 2                                           following material
                                                                                                                should not be used for
I. Is this UCC or Common Law?
     A. Is this the sale of goods?  UCC                                                                        your classes. They do
     B. Is this the sale of services or land?  Common law (Lucy v. Zehmer)                                     not conform to the law
     C. Is this unclear?                                                                                        of your casebook or that
          1. Predominant Purpose test — split-up the bill; what was bargained for, what did buyer really want?
          2. Gravamen test — where did the problem arise from: the goods or the services?
                                                                                                                of your professor.
II. Is there an Offer? — Does it confer upon another the power of acceptance to bind the two parties?           Please use this material
     A. Definiteness: terms, price, quantity, time (ct’s sometimes look elsewhere Seagram) §33.                 ONLY as a guide to
     B. Is this merely an invitation to negotiate? (Harvey; Owen)                                               creating your own.
          1. Who was the offer address to (General Public/Advertisement (Craft) or a Specific Person)?
          2. Does the Offeree know of others? (Reasonable Person Test) (Southworth; Dickinson)
     C. Does offer ask for acceptance?
     D. Intent of Offeror
          1. Offeree’s interpretation of intent (Lucy) Reasonable Person Test again.
          2. Look at wording of the offer. (rephrase if necessary to understand)
          3. Is this offer illusory? A promise w/no commitment? §77
III. If there is an Offer, is it bargaining for a Promise or Performance? §32
IV. Is there an Acceptance? (Offer indicates how acceptance is to be made: Int’l Filter)
     A. How is acceptance made (promise or performance)?
     B. When was acceptance made? Time Limit?: Ever-Tite Roofing; B/F Revocation?: §2-206; Any medium reasonable: §63 Mailbox Rule
     C. Even if offer bargains for promise, can satisfy by Specific performance. (White: not specific enough).
     D. Notice—must be notice—w/in a reasonable time (UCC §2-206), unless waived (Int’l Filter)
     E. Is this really an acceptance or a counter-offer/rejection w/add’l or different terms?
          1. CL Mirror Image rule (§38-39)
          2. UCC Analysis (§2-207)
V. Was the Offer Revoked before Acceptance? §42, 43 (can be inferred by indirect comm. Dikcinson)
     A. Would a reasonable person assume this was a revocation? §42 (same exam, i.e., phone messages)
          1. Language or Actions sufficient to put someone on notice? (Hoover; Dickinson (3rd party informs)
          2. How did the Offeree react? May indicate success of notice.
     B. Means of revocation (notification) to determine if made before acceptance.
VI. Is the Offer Revocable at all? Is this an Option K?
     A. UCC: Is this a Merchant (§2-205)? (be careful who is making the offer  Ever-Tite Roofing case)
     B. CL: Is there consideration?
          1. Substitute: Is the Offeror inducing Offeree to act to his detriment?
          2. Is only way to avoid injustice to enforce? §87 (option Ks) & §90 (gifts). Promissory Estoppel §90

                                                                                                                                     16
                                                                    Created by Ruta Stropus,
                                                                    DePaul Law School

                               Mapping Contracts
                                                 Formation



            Offer                             Consideration                                Acceptance
    (Promise to do or not do                         (definition)                            (definition)
    something definite,
    communicated or offeree)
                                                                                               Clearly not
         Clear offer                                                                           offer


  Lucy                    Dohrman                      Fairmount               Lefkowitz          Craft
                                                       Keller                  Owen               Moulton
                                                                                Harvey
***The substance of the following material should not be used for your classes.
They do not conform to the law of your casebook or that of your professor.      Massee
Please use this material ONLY as a guide to creating your own.
                                                         IRAC
                                                                             Broad and General



          •    Issue
          •    Rule
          •    Application/Analysis
          •    Conclusion


                                                                             Narrow and Specific


***The substance of the following material should not be used for your      Created by Laurie Zimet, UC
classes. They do not conform to the law of your casebook or that of your
professor. Please use this material ONLY as a guide to creating your own.   Hastings College of the Law
                                                 IRAC cont.
                ISSUE:                       Is there an offer?
                                        DEFINITION OF AN OFFER:
                                        An offer is a promise from the
                                        offer or that manifests the
                                        party’s commitment to take
                                        some action in exchange for a
                                        return promise or performance
                                        from the other party




***The substance of the following material should not be used for
your classes. They do not conform to the law of your casebook or    Created by Laurie Zimet, UC
that of your professor. Please use this material ONLY as a guide
to creating your own.                                               Hastings College of the Law
                                                 IRAC cont.
                RULE: To Determine if an Offer is present
                                    1. Has an offer been
                                       communicated?
                                    2. Do we have certainty of
                                       terms?
                                    3. Is there a
                                       commitment/promise?




***The substance of the following material should not be used for
your classes. They do not conform to the law of your casebook or    Created by Laurie Zimet, UC
that of your professor. Please use this material ONLY as a guide
to creating your own.                                               Hastings College of the Law
                                                 IRAC cont.
                    Rule Application/Analysis: Certainty

                                                                                       Yes
          Rule for Certainty:              a. Has offer been           Fact/case for
                                                                                       No
                                              terminated?
                                           b. Is there
                                              consideration?Fact/case for              Yes
                                                                                       No
                                           c. Has the offer been
                                                                                Yes
                                              accepted? Fact/case for           No



***The substance of the following material should not be used for
your classes. They do not conform to the law of your casebook or    Created by Laurie Zimet, UC
that of your professor. Please use this material ONLY as a guide
to creating your own.                                               Hastings College of the Law
                                               Conclusion
                       YES                                                       NO
       A contract: make sure it is not                              Does promissory estoppel apply?
       void.
                                                                    NO – there are other ways to
       (Give a fact example)                                             enforce.
                                                                      YES – we can enforce
                                                                             the contract




***The substance of the following material should not be used for
your classes. They do not conform to the law of your casebook or    Created by Laurie Zimet, UC
that of your professor. Please use this material ONLY as a guide
to creating your own.                                               Hastings College of the Law
 Organize, Use, and Revise
• Try out any or all methods
• Apply to a problem
• Use your method to see how well it works
  for you
• Revise to make it better
• Try on a different problem
• You are learning as you do this!

				
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