How long should a contracts case brief be?

One page, roughly 350 to 500 words. If you are exceeding that, you are almost certainly reproducing facts rather than selecting them. A useful test: delete any fact whose change would not alter the outcome.

Do I need to brief the note cases and problems after the principal case?

Do not full-brief them, but do write a one-line entry for each: name, the fact that distinguishes it from the principal case, and the outcome. Contracts professors use note cases to probe the boundaries of the rule, and cold calls frequently land there. The UCC problems in most casebooks are worth working out in writing because they are the closest thing to an exam question you will see before the exam.

Should I cite the Restatement (Second) of Contracts in my brief?

Cite it when the court did, and note whether the court adopted the section as the law of the jurisdiction or merely cited it as persuasive. The Restatement is an American Law Institute publication, not enacted law, so a jurisdiction is bound only if its courts have adopted the provision. The correct form is Restatement (Second) of Contracts § 90 (Am. L. Inst. 1981), though in class notes the section number alone is fine.

What if the casebook editor cut the facts or the damages discussion?

Brief what is in front of you and flag the gap. Editors routinely cut damages analysis and procedural history, which is why students misstate holdings. If a case seems to be missing a step, pull the full opinion on Westlaw or Lexis — five minutes of reading often explains a passage the edit made incoherent.

My professor never asks about facts, only hypotheticals. Do I still need to brief?

Yes, at least early on, but shift the emphasis. Compress the facts to two sentences and expand the rule and notes sections, where you write down your own variations: what if the breach had been willful, what if the buyer were a merchant, what if the promise had been made before rather than after the performance. That habit is exactly what the exam tests.

How do I tell whether a contract is for goods or services?

UCC § 2-105 defines goods as things movable at the time of identification to the contract. For hybrid transactions most courts apply the predominant purpose test — asking whether the contract's essential thrust is the sale of goods or the rendering of services — while a minority apply a gravamen test that asks which portion of the deal the complaint actually concerns. Note in your brief which test the court used, because the outcome often turns on it.

How to Brief a Contracts Case

What makes a contracts brief different from a torts or civil procedure brief?

Three things. First, the governing law is not obvious. A contracts case is decided under state common law, under UCC Article 2 if it involves a sale of goods, or occasionally under the CISG. Your brief should say which, in the first line of the rule section. Courts often bury this; you should not. If the contract mixes goods and services, note whether the court used the predominant purpose test or a gravamen test, because the answer changes the outcome.

Second, contracts cases have a transaction underneath them. In a torts case the facts are usually one event. In a contracts case there are typically several — negotiation, offer, response, partial performance, breach, cover or resale — spread across weeks or years. Order matters enormously, because doctrines like the mailbox rule, the last-shot rule under UCC § 2-207, anticipatory repudiation, and waiver all turn on sequence.

Third, the remedy is part of the holding, not an afterthought. Many canonical contracts cases exist because of what the court measured, not whether it found a breach. Hawkins v. McGee, 146 A. 641 (N.H. 1929), is a formation case in one sentence and a damages case for the rest. If your brief stops at 'the court found a contract,' you have missed the reason it is in the book.

What are the parts of the brief, and what goes in each?

Keep the standard architecture and load it with contracts-specific content. Aim for one page, or roughly 350–500 words.

For the citation, use Bluepages Rule B10: case name, reporter volume, reporter abbreviation, first page, and a parenthetical with court and year — Lucy v. Zehmer, 84 S.E.2d 516 (Va. 1954). Omit the court identifier only when the reporter itself makes it clear, which is why U.S. Reports citations show just the year.

Citation and posture: full cite plus who appealed from what ruling — demurrer, 12(b)(6), summary judgment, directed verdict, jury verdict, or bench trial findings.
Facts: the deal facts (who promised what, for what, when) and then the dispute facts (what went wrong).
Issue: a one-sentence question that embeds the two or three facts the court actually relied on.
Holding: the direct answer, in the same terms as the issue.
Rule: the generalizable statement of law, stripped of the parties' names.
Reasoning: why the court chose that rule, including policy, commercial expectations, and any Restatement or UCC section invoked.
Disposition: affirmed, reversed, remanded — and what happens on remand.
Separate opinions and your own notes: hypotheticals the professor is likely to run, and how the case fits the ones before it.

How do you write the facts section for a contract dispute?

Write it as a timeline, not a narrative. Number or date each communication and each act of performance. For every promise, record who made it, in what form (oral, writing, conduct), what it asked for in return, and whether performance was rendered, tendered, or excused. Label the parties by role — offeror/offeree, buyer/seller, promisor/promisee — not just by name, because on an exam you will meet the roles again and never the names.

Include only facts that carry legal weight. A fact is legally relevant if changing it would change the outcome. In Lefkowitz v. Great Minneapolis Surplus Store, Inc., 86 N.W.2d 689 (Minn. 1957), the fact that the newspaper ad specified 'First Come First Served,' a quantity, and a price is the whole case; the fact that the plaintiff was a man whom the store refused on a 'house rule' is what makes the added-term problem visible. The color of the coats is not relevant.

Flag which facts were found below and which were assumed. If the case comes up on demurrer or 12(b)(6), the court is taking the plaintiff's allegations as true and deciding only whether they state a claim. Students routinely misread such cases as holding that a contract existed, when the holding is only that one was adequately pleaded.

How do you frame the issue and extract a usable rule?

A good contracts issue names the doctrine and the operative facts: 'Where a builder substantially completes a house but installs pipe of a different brand of identical quality, is the owner's damages measure the cost of replacement or the diminution in the property's value?' That is Jacob & Youngs, Inc. v. Kent, 129 N.E. 889 (N.Y. 1921). A bad issue — 'Was there a breach?' — is useless because it could belong to any case in the book.

For the rule, write the sentence you would actually deploy on an exam, then note the source. If the court applied a Restatement section, cite it: Restatement (Second) of Contracts § 90 for promissory estoppel, § 71 for the bargained-for exchange definition of consideration, § 241 for the material-breach factors, § 351 for foreseeability of damages. If it applied Article 2, cite the section — § 2-207 for the battle of the forms, § 2-201 for the statute of frauds, § 2-712 and § 2-713 for buyer's cover and market damages. The Restatement is not binding law, so note whether the court adopted it or merely cited it approvingly.

Distinguish the rule the court announced from the rule the court applied. Peevyhouse v. Garland Coal & Mining Co., 382 P.2d 109 (Okla. 1962), announces a general damages principle and then applies a narrower one limited to cases where the remedial cost is grossly disproportionate to the value gained and the covenant is incidental to the contract's main purpose. Record both.

How should you handle remedies and standards of review?

Always record the interest protected. Expectation puts the plaintiff where performance would have; reliance restores the position before the promise; restitution disgorges the benefit conferred on the defendant. Note which one the court chose and whether it discussed limits — foreseeability under the rule of Hadley v. Baxendale, 156 Eng. Rep. 145 (Ex. 1854), certainty, mitigation, or the availability of specific performance because the goods are unique or damages inadequate.

Also record the standard of review, because in contracts it doubles as substantive doctrine. Whether a writing is ambiguous is generally a question of law reviewed de novo; what an ambiguous term means is generally a question of fact. Whether a breach is material is usually a fact question. Whether a communication is an offer can go either way depending on the court. When a professor asks 'who decides,' the answer is often sitting in the appellate posture you skipped.

What does a finished brief look like?

Jacob & Youngs, Inc. v. Kent, 129 N.E. 889 (N.Y. 1921). Posture: builder sued for the unpaid balance; trial court excluded evidence that the substituted pipe was of equal quality and directed a verdict for the owner; Appellate Division reversed; Court of Appeals affirmed the reversal.

Facts: Contract to build a country residence for roughly $77,000, specifying Reading-brand wrought iron pipe. The builder installed pipe of the same grade and quality but a different manufacturer, discovered after the walls were closed. The owner withheld final payment and demanded replacement, which would require tearing out completed structure.

Issue: Whose breach is trivial and unintentional, and where the cost of literal compliance is grossly out of proportion to the good to be attained, may the owner withhold the price, or is the remedy limited to the difference in value?

Holding and rule: Limited to difference in value. Substantial performance of a construction contract satisfies the constructive condition of exchange where the omission is trivial and innocent; the damages measure is diminution in value rather than cost of completion when replacement cost is grossly disproportionate to the benefit gained. Cardozo's reasoning: the parties' intent controls, but courts will not read a specification as an express condition where forfeiture would result; willful transgressors get no such indulgence. McLaughlin, J., dissenting: the owner bargained for Reading pipe and was entitled to it. Note for exam: contrast with express conditions strictly enforced, and with Peevyhouse's disproportionality test.

Should you book brief instead, and does it vary by professor?

It varies, and what drives the variation is how the professor runs class. If your contracts professor cold-calls on procedural posture and asks you to restate holdings in your own words, write full briefs for the first six to eight weeks until the moves are automatic, then switch to book briefing — margin annotations plus color-coded highlighting for facts, issue, rule, reasoning, and disposition. If the professor teaches primarily from problems and the UCC text, the cases matter less and book briefing is enough from the start.

Whatever format you use, the brief is not the study aid. Your outline is. Every week, move the rule from each brief into the outline under the correct heading — offer, acceptance, consideration, promissory estoppel, statute of frauds, parol evidence, interpretation, conditions, breach, excuse, damages. A stack of briefs with no outline is a stack of notes you will not reread.

How to Brief a Contracts Case