CookbookStudy and examsNo. 11
A law school outlinefrom case briefs to the outline you take into the exam
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Contracts — fall 2026No. 1
Formationoffer and acceptance
11 sections, 5,180 words, about 22 minutes, 4 highlights, revised 16 November
How I attack a formation question. Consideration and defences have documents of their own; this is the route through all three, in the order the exam wants.
Is there an enforceable contract? The order of attack
Start from the fact pattern. Was there an offer, judged objectively as in Lucy v. Zehmer? If not, no contract. Was it accepted, on the mirror-image rule at common law or UCC 2-207 for goods? If not, no contract. Was there consideration? If not, ask whether promissory estoppel stands in for it; if not, no contract. With consideration or a substitute, ask whether any defence applies, such as the statute of frauds, mistake, misrepresentation, duress or incapacity. If none does, the contract is enforceable; if one does, it is unenforceable or voidable.
- Fact pattern
- Leads to Valid offer?
- Valid offer?
- Leads to Acceptance?, yes
- Leads to No contract, no
- Acceptance?
- Leads to Consideration?, yes
- Leads to No contract, no
- Consideration?
- Leads to Any defence?, yes
- Leads to Promissory estoppel?, no
- Promissory estoppel?
- Leads to Any defence?, yes
- Leads to No contract, no
- Any defence?
- Leads to Enforceable contract, no
- Leads to Unenforceable or voidable, yes
- No contract
- Enforceable contract
- Unenforceable or voidable
```element flowchart
{
"caption": "Is there an enforceable contract? The order of attack",
"description": "Start from the fact pattern. Was there an offer, judged objectively as in Lucy v. Zehmer? If not, no contract. Was it accepted, on the mirror-image rule at common law or UCC 2-207 for goods? If not, no contract. Was there consideration? If not, ask whether promissory estoppel stands in for it; if not, no contract. With consideration or a substitute, ask whether any defence applies, such as the statute of frauds, mistake, misrepresentation, duress or incapacity. If none does, the contract is enforceable; if one does, it is unenforceable or voidable.",
"direction": "TD",
"nodes": [
{
"id": "facts",
"label": "Fact pattern",
"shape": "stadium"
},
{
"id": "offer",
"label": "Valid offer?",
"shape": "diamond"
},
{
"id": "accept",
"label": "Acceptance?",
"shape": "diamond"
},
{
"id": "consid",
"label": "Consideration?",
"shape": "diamond"
},
{
"id": "estoppel",
"label": "Promissory estoppel?",
"shape": "diamond"
},
{
"id": "defence",
"label": "Any defence?",
"shape": "diamond"
},
{
"id": "none",
"label": "No contract",
"shape": "rectangle",
"emphasis": "quiet"
},
{
"id": "contract",
"label": "Enforceable contract",
"shape": "rectangle",
"emphasis": "key"
},
{
"id": "voidable",
"label": "Unenforceable or voidable",
"shape": "rectangle"
}
],
"links": [
{
"from": "facts",
"to": "offer",
"line": "solid",
"head": "arrow"
},
{
"from": "offer",
"to": "accept",
"label": "yes",
"line": "solid",
"head": "arrow"
},
{
"from": "offer",
"to": "none",
"label": "no",
"line": "solid",
"head": "arrow"
},
{
"from": "accept",
"to": "consid",
"label": "yes",
"line": "solid",
"head": "arrow"
},
{
"from": "accept",
"to": "none",
"label": "no",
"line": "solid",
"head": "arrow"
},
{
"from": "consid",
"to": "defence",
"label": "yes",
"line": "solid",
"head": "arrow"
},
{
"from": "consid",
"to": "estoppel",
"label": "no",
"line": "solid",
"head": "arrow"
},
{
"from": "estoppel",
"to": "defence",
"label": "yes",
"line": "solid",
"head": "arrow"
},
{
"from": "estoppel",
"to": "none",
"label": "no",
"line": "solid",
"head": "arrow"
},
{
"from": "defence",
"to": "contract",
"label": "no",
"line": "solid",
"head": "arrow"
},
{
"from": "defence",
"to": "voidable",
"label": "yes",
"line": "solid",
"head": "arrow"
}
]
}
```1. Offer. A manifestation of willingness to bargain that would lead a reasonable person to think their assent is invited and will close the deal. Judged by words and conduct, not secret intent: Lucy v. Zehmer (3). An advertisement is usually not an offer, unless it is clear, definite and leaves nothing open: Lefkowitz (1).
2. Acceptance. At common law it must mirror the offer. For goods, UCC §2-207 lets an acceptance with different terms still make a contract (7, 9).
Sections
- 1Lefkowitz v. Great Minneapolis Surplus Store — when an advertisement is an offerEvidence, 1 source
- 2Restatement (Second) §24 — what an offer isEvidence, 1 source
- 3Lucy v. Zehmer — the objective theory of assentEvidence, key, 2 sources
- 4What if Zehmer had been genuinely drunk?Question, 1 note
and 7 more sections
How it works
Sixty briefs in a folder become the outline you take into the exam. Each Contracts topic is a document: its overview is your outline, in your own words, headed by a flowchart of the order of attack, and every rule points to the brief behind it. The index gathers the case names, from Hadley to Zehmer.