Contracts Attack Outline: How to Build One

Your master outline is a storage document. You build it to learn the material, it runs 40 to 80 pages, and it is organized by casebook chapter. Your attack outline is a retrieval document. It runs one to three pages, it is organized by the order in which you will actually analyze a fact pattern, and it contains no case summaries, no policy discussion, and no doctrine you already know cold.

The functional test: if you can execute an entry without looking at it, cut the entry. What stays is the material you blank on under time pressure — the four-factor test you can never fully recall, the exception you skipped last time, the remedy you always forget to price out. An attack outline is a list of your own failure points, arranged in analytical order.

Write the attack outline after the master outline, not instead of it. You cannot compress what you have not first assembled. Budget roughly the last week of the semester for compression.

Use a fixed sequence so that on exam day you never decide what to analyze next. The standard Contracts spine has eight stops, and each one gates the next.

Notice the gating logic. If no contract formed, you jump straight to promissory estoppel and restitution and skip everything else. If a defense voids the contract, remedies are restitutionary, not expectation. If a condition never occurred, there is no breach to remedy. Writing the outline in this order forces those dependencies into your head.

Give every entry three parts: the trigger, the test, and the fight. The trigger is the fact that makes you stop — 'seller ships nonconforming goods,' 'promise made after the benefit was conferred,' 'buyer's form has an arbitration clause the seller's form lacks.' The test is the elements, numbered, in the language your professor uses. The fight is the one or two facts a competent opponent points to.

Compare a bad entry — 'Promissory estoppel: Restatement § 90' — with a usable one: 'Trigger: promise, no bargained-for exchange. § 90: (1) promise the promisor should reasonably expect to induce action or forbearance, (2) promise does induce it, (3) injustice avoidable only by enforcement. Fight: was reliance reasonable given how indefinite the promise was; remedy may be limited to the reliance interest. Compare Feinberg v. Pfeiffer Co., 322 S.W.2d 163 (Mo. Ct. App. 1959), with Hoffman v. Red Owl Stores, Inc., 133 N.W.2d 267 (Wis. 1965) (precontractual negotiations).' The second one writes a paragraph for you.

Include case names only when the case is the shorthand for a rule your professor expects you to name — Hadley v. Baxendale, 156 Eng. Rep. 145 (Ex. 1854) for foreseeability, Jacob & Youngs v. Kent, 129 N.E. 889 (N.Y. 1921) for substantial performance and cost of completion versus diminution in value, Lucy v. Zehmer, 84 S.E.2d 516 (Va. 1954) for objective assent. Do not list every case you read. Case names are worth few points; correctly applied rules are worth most of them.

Put the governing-law question first and never bury it inside another entry. Then, at every node where the two bodies of law diverge, write both rules side by side in a two-column line. The divergences you must have in front of you are limited and predictable.

Consideration and modification: common law preexisting duty rule (Alaska Packers' Ass'n v. Domenico, 117 F. 99 (9th Cir. 1902)) and the Restatement § 89 unanticipated-circumstances exception, against UCC § 2-209(1), which enforces a good-faith modification with no new consideration. Irrevocable offers: Restatement § 87 option contracts and § 45 part performance, against the merchant firm offer in § 2-205. Acceptance with varying terms: the common law mirror image and last shot rules, against § 2-207. Statute of Frauds: the general categories, against § 2-201 with its merchant confirmatory memo, specially manufactured goods, admissions, and part performance exceptions. Breach standard: material breach and the Restatement § 241 factors, against the perfect tender rule in § 2-601 as softened by the seller's right to cure in § 2-508. Excuse: § 2-615 against Restatement §§ 261 and 265.

Remedies deserve a parallel UCC track of its own: buyer's cover (§ 2-712), buyer's market-price differential (§ 2-713), buyer's damages for accepted nonconforming goods (§ 2-714), incidental and consequential damages (§ 2-715), seller's resale (§ 2-706), and seller's market-price or lost-profit recovery (§ 2-708). Write the formulas out. Students lose points on arithmetic they could have copied.

Remedies is where exam points concentrate and where outlines are thinnest, because most courses reach it in the last two weeks. Structure it as a sequence rather than a menu: identify the interest, compute the number, then apply every limiting doctrine in order. The limits are the scoring opportunities.

Run this chain for each breach you found: (1) expectation — loss in value plus other loss, minus cost avoided and loss avoided, per Restatement § 347; (2) if expectation is too speculative, reliance under § 349; (3) if the contract is unenforceable or the plaintiff is in breach, restitution for benefit conferred; (4) limits — foreseeability at formation under Hadley and § 351, certainty under § 352, mitigation (Rockingham County v. Luten Bridge Co., 35 F.2d 301 (4th Cir. 1929); Parker v. Twentieth Century-Fox Film Corp., 474 P.2d 689 (Cal. 1970)); (5) agreed remedies — liquidated damages valid only if the anticipated or actual harm was difficult to estimate and the amount is a reasonable forecast, otherwise an unenforceable penalty; (6) equitable relief — inadequacy of damages, definiteness, feasibility of supervision, and § 2-716 for unique goods.

Add the two measurement fights that generate essay questions: cost of completion versus diminution in value in construction cases, and lost-volume seller status when the seller resells.

Start with your professor's past exams, which most schools archive. Read three of them before you compress anything and mark which issues recur. Professors have obsessions. If two of three exams turned on § 2-207 or on conditions precedent, those entries get half a page each and the third-party beneficiary entry gets two lines.

Then work through the syllabus, not the casebook table of contents, and delete anything skipped. Coverage varies enormously by section: some Contracts courses spend three weeks on the UCC and some barely mention it; some cover restitution and unjust enrichment as a freestanding unit and some fold it into remedies; some teach the CISG. Your attack outline should be unusable by a student in a different section. If a commercial outline could substitute for it, it is not doing its job.

Match the format to the exam format. For a closed-book exam, compress to one page you can reproduce from memory in the first five minutes on scratch paper. For an open-book exam, build a hyperlinked or tabbed document you can navigate in under ten seconds — and add a one-page issue-spotting checklist on top, because open-book students lose time hunting rather than thinking.

Take a timed practice exam using only the attack outline. Every time you reach for the master outline, mark what you needed and add it. Every entry you never opened is a candidate for deletion. Two or three cycles of this converge on a document that is genuinely yours.

Then run a reverse test: read a fact pattern and write only the issue list, no analysis, in eight minutes. Compare against the model answer or a study group's list. Missed issues are almost always structural — a stop you skipped because your outline ordered things by casebook chapter rather than by analytical sequence. Fix the order, not your memory.

Finish the attack outline at least ten days before the exam. The last week is for practicing with it, not building it. A perfect outline you have never executed under a clock is worth less than a rough one you have run four times.