How to Outline Contracts

Organize by the life cycle of a transaction, not by the order of your casebook chapters. A contract dispute unfolds in a fixed sequence, and an exam answer that tracks that sequence never leaves points on the table. Use eight top-level headings: (1) governing law; (2) formation — offer, acceptance, consideration, and consideration substitutes; (3) defenses to formation and enforcement; (4) terms — interpretation, parol evidence, gap fillers, warranties; (5) performance, conditions, and breach; (6) excuse — impracticability, frustration, mistake; (7) remedies; (8) third parties — assignment, delegation, third-party beneficiaries.

Each heading is a question you ask in order, and the answer to an earlier one shuts off later ones. If there is no consideration and no reliance, you never reach parol evidence. If the contract is voidable for duress, you never reach damages. Writing the outline in this order trains you to spot when an issue is genuinely live versus when you are just reciting doctrine you memorized.

Resist the temptation to make promissory estoppel a subheading under consideration. Give it its own slot as an alternative theory of obligation, alongside restitution/unjust enrichment. On exams these show up as fallback arguments when the bargain theory fails, and burying them makes you forget to argue them.

Put governing law first, on page one, and never let it become an afterthought. Article 2 applies to transactions in goods — movable things identified at the time of contracting. Common law, as summarized in the Restatement (Second) of Contracts, governs services, real estate, employment, and intangibles. For mixed contracts most courts apply the predominant purpose test, asking whether the deal is essentially one for goods with services incidental, or the reverse; a minority use a gravamen test that applies Article 2 only to the goods portion. Write out both tests and a sentence on how you would argue each side for a software installation or a roofing job.

Then run a two-column comparison for every doctrine where the two bodies of law diverge. This comparison chart is the single highest-value page in a Contracts outline. Cover at minimum:

Use the same four-part template for every doctrine so your eye can find things under time pressure. First, a rule statement in one or two sentences that you could copy verbatim onto an exam. Second, the elements broken into numbered sub-parts, because element lists become your paragraph structure. Third, the factual trigger — the concrete pattern that signals this doctrine is in play. Fourth, the fights: the sub-issues where courts split or where the facts can be argued both ways.

Cases go in as compressed fact patterns attached to rules, never as briefs. "Uncle promises nephew $5,000 to forbear drinking and smoking — forbearance of a legal right is consideration (Hamer v. Sidway)" is worth more than a page of procedural history. "Buyer contracts for a cow both parties believe is barren; she is pregnant — mutual mistake as to a basic assumption (Sherwood v. Walker)" gives you a comparison point for the next mistake hypothetical. Keep two or three anchor cases per doctrine, and include the counterexample: pair Jacob & Youngs v. Kent (substantial performance, damages limited to diminution in value) with Peevyhouse v. Garland Coal (the same logic applied harshly to a remedial promise) so you can argue both directions.

Cite Restatement and UCC sections by number in the outline itself. Section numbers are cheap to memorize, they signal precision, and many professors accept them where they would not accept a case name. If you quote provisions in a paper, the Bluebook forms are Restatement (Second) of Contracts § 90 (Am. L. Inst. 1981) and U.C.C. § 2-207 — the model codes and restatements rule in Rule 12. On an exam, no citation formalities are needed; just the number.

Three areas defeat students because the doctrine is genuinely procedural, and each deserves a flowchart rather than prose. Section 2-207 is first. Write it as ordered questions: Is there a definite and seasonable expression of acceptance, or is it expressly conditional on assent to the new terms? If yes to acceptance, a contract exists on the offeror's terms plus, between merchants, any additional terms that do not materially alter the deal, were not objected to, and were not foreclosed by the offer. If no writing forms a contract but the parties performed, subsection (3) gives you the terms on which the writings agree plus Article 2 gap fillers. Add a separate note on how different terms are treated — some courts knock both out, some treat them as additional — because that split is exam bait.

Conditions are second. Separate express conditions (strict compliance, mitigated by waiver, estoppel, and the disproportionate forfeiture doctrine of Restatement § 229) from constructive conditions of exchange (substantial performance suffices). Then attach the material breach analysis: the § 241 factors, the difference between suspending performance and treating a breach as total, and anticipatory repudiation with the right to demand adequate assurance under § 2-609.

Remedies are third, and they should be the longest section. Start with the three interests — expectation, reliance, restitution. Write the expectation formula out: loss in value plus other loss, minus cost avoided, minus loss avoided. Then the limits: foreseeability from Hadley v. Baxendale and § 351, reasonable certainty, and mitigation (Rockingham County v. Luten Bridge; Parker v. Twentieth Century-Fox on comparable substitute employment). Then a separate block for equitable relief, liquidated damages enforceability, and the UCC's buyer and seller remedy sections keyed to whether the goods were accepted, rejected, or never delivered.

A 60-page master outline is a learning tool, not an exam tool. Two weeks out, compress it into a 5–10 page attack outline consisting only of ordered questions with no rule text. It should read: Goods or services? Predominant purpose. Offer? Advertisement, price quote, or bilateral versus unilateral problem. Acceptance? Mailbox rule, § 45 part performance, silence. Consideration? Bargained-for exchange, illusory promise, pre-existing duty. If none: promissory estoppel, restitution, material benefit rule.

The attack outline exists to guarantee coverage, so add explicit checkpoints where students routinely go silent: always ask whether the statute of frauds applies and whether an exception saves the deal; always ask whether an ambiguous term creates a Raffles v. Wichelhaus no-contract problem before you analyze breach; always run damages even if you concluded there was no enforceable contract, because partial credit lives there. If your professor uses closed-book exams, this is the document you memorize.

Substantially, and you should adapt the content while keeping the life-cycle skeleton. Coverage genuinely differs: some Contracts courses are heavily UCC-focused, others spend weeks on remedies and barely touch Article 2, and some devote real time to relational contract theory, form contracts and online assent, or the economics of efficient breach. What drives the variation is the casebook and the professor's scholarly commitments — a Corbin-influenced, realist course will emphasize context, course of dealing, and good faith under § 205, while a more formalist course will press the plain meaning rule and express conditions.

Two concrete adaptations. First, whatever the professor spent three or more class sessions on is a near-certain exam issue; give it disproportionate outline space regardless of how commercial outlines weight it. Second, if the professor uses a signature framework, vocabulary, or ordering of elements, adopt it verbatim. Graders reward their own categories. Old exams and model answers, where available, tell you more about the right outline structure than any hornbook.

On timing: outline each unit within a week of finishing it, while you still remember the class discussion, and do not wait for reading period. Then use the outline by writing practice answers to old hypotheticals with it open. Every time you cannot find a rule fast, that is a structural defect — fix the outline, not your memory.