[The format and instructions for the final exam for the Fall 2014 edition of Contracts (Section B) will be substantially in the following form. The content of the exam will focus principally on the material discussed in Sections V and VI of the Syllabus. It is expected, however, that students will know and be able to use and apply the major contract law concepts and tools introduced and discussed throughout the course.]
Three (3) Hours, open book
This examination consists of [number] pages, including this page. Make sure that you have all [number] pages. If you do not, notify the proctor immediately.
This is a three-hour, open-book exam. You may use any books or materials you wish. You may not submit any prepared notes with your answer, and you may not discuss cases or sections of the UCC or the Restatement that were not on the Syllabus.
You will have one hour to read the exam and think about your answer, making rough notes if you wish. During that hour you may not write in your blue book or work on your computer. After that hour is over, you may begin outlining and/or writing your answer.
Your answer must consist of two parts.
In the first part, you will outline the legal issues you identify in the fact scenario (the “issue spotting outline”). Use complete sentences; for example, an issue involving mutual assent might be phrased as follows: “The defendant may argue that its promise is unenforceable because the defendant did not timely accept the plaintiff’s offer.” You should identify all legal issues that are reasonably presented by the facts. You should break major legal issues into related legal and factual sub-issues as much as you see you fit. If you have a factual question or note a factual ambiguity, you should note that explicitly and identify how further factual clarity would affect your issues outline. You should cite a case (briefly, just by name), Restatement or UCC section if that is necessary to make clear the legal basis for an issue you are raising, but there is no need to cite any cases, Restatement or UCC sections for basic propositions about contract law. Do not include any analysis of the issues you identify in the outline. The total number of points for this exam is 100; this issue spotting outline is worth 50 points.
When you are finished with your outline, you must choose one legal issue that you judge to be important to the advice you are asked to give in the problem. This legal issue may involve legal sub-issues. You must then analyze that issue in depth and write out and reach a final assessment of the strengths and weaknesses of your client’s legal position [or of the argument that you are asked to analyze] with respect to that issue only. Be sure to frame your assessment as a response to the question or questions posed in the fact scenario. You may, if you wish, explain or justify your choice of issue. In grading the exam, I will not assign points separately regarding the choice of a legal issue for this portion of your answer. However, the quality of your analysis will be assessed in part based on whether the legal issue that you choose is important to analysis of the fact scenario taken as a whole. Your analysis is worth 50 points.
In the event that you change your mind about what issue to write about after you begin your analysis, do not change issues. Instead, you should explain at the end of your analysis why your judgment has changed and what other issue you would have written on had you recognized this sooner in the exam. I will take your explanation and proposal for an alternative issue for analysis into account when assigning points for this part of the exam.
As a guideline, you should spend equal time on the issue spotting section and the analysis sections of the exam.
The problems posed in this examination take place in the hypothetical State of Sell. You should assume that the State of Sell is a common law jurisdiction that has endorsed the Restatement (2d) of Contracts as part of the common law of that state. Its legislature has also enacted Articles I and II of the Uniform Commercial Code in their current form.