December 16, 2024 • 8 mins
Welcome back to the Bar Exam Toolbox podcast! Today we're reviewing the concepts from Contract Law we've covered in our "Listen and Learn" series.
In this episode, we discuss:
- The basics of contract formation
- The parol evidence rule
- Performance and breach of contract
- Anticipatory repudiation and defenses
- Attack plan for analyzing contract formation and performance issues
Resources:
- Private Bar Exam Tutoring (https://barexamtoolbox.com/private-bar-exam-tutoring/)
- "Listen and Learn" series (https://barexamtoolbox.com/bar-exam-toolbox-podcast-archive-by-topic/bar-exam-toolbox-podcast-explaining-individual-mee-and-california-bar-essay-questions/#listen-learn)
- Podcast Episode 181: Listen and Learn – Parol Evidence (Contracts) (https://barexamtoolbox.com/podcast-episode-181-listen-and-learn-parol-evidence-contracts/)
- Podcast Episode 213: Listen and Learn – Material Breach vs. Minor Breach (Contracts) (https://barexamtoolbox.com/podcast-episode-213-listen-and-learn-material-breach-vs-minor-breach-contracts/)
- Podcast Episode 119: Listen and Learn – Anticipatory Repudiation (Contracts) (https://barexamtoolbox.com/podcast-episode-119-listen-and-learn-anticipatory-repudiation-contracts/)
- Podcast Episode 292: Listen and Learn – Excuses for Non-Performance of a Contract (https://barexamtoolbox.com/podcast-episode-292-listen-and-learn-excuses-for-non-performance-of-a-contract/)
Download the Transcript
(https://barexamtoolbox.com/episode-293-spotlight-on-contracts-part-1/)
If you enjoy the podcast, we'd love a nice review and/or rating on Apple Podcasts (https://itunes.apple.com/us/podcast/bar-exam-toolbox-podcast-pass-bar-exam-less-stress/id1370651486) or your favorite listening app. And feel free to reach out to us directly. You can always reach us via the contact form on the Bar Exam Toolbox website (https://barexamtoolbox.com/contact-us/). Finally, if you don't want to miss anything, you can sign up for podcast updates (https://barexamtoolbox.com/get-bar-exam-toolbox-podcast-updates/)!
Thanks for listening!
Alison & Lee
Mark as Played
Transcript
Episode Transcript
Available transcripts are automatically generated. Complete accuracy is not guaranteed.
Lee Burgess (00:01):
Welcome to the Bar Exam Toolbox podcast.
Today, we're doing Part 1of our two-part substantive
spotlight series on Contract Law.
Your Bar Exam Toolbox hosts are AlisonMonahan and Lee Burgess, that's me.
We're here to demystify the barexam experience, so you can study
effectively, stay sane, and hopefullypass and move on with your life.
We're the co-creators of the Law SchoolToolbox, the Bar Exam Toolbox, and the
(00:23):
career-related website CareerDicta.
Alison also runs TheGirl's Guide to Law School.
If you enjoy the show, please leavea review on your favorite listening
app, and check out our sister podcast,the Law School Toolbox podcast.
If you have any questions, don'thesitate to reach out to us.
You can reach us via the contactform on BarExamToolbox.com,
and we'd love to hear from you.
And with that, let's get started.
(00:51):
Hey there, future lawyers.
Welcome to another episode ofsubstantive spotlight, where
we're diving into Contract Law.
I'm Lee Burgess, and today we'retalking about how contracts come
to life, grow up, and sometimes- well, break their promises.
Think of it as a soap opera, but withmore paperwork and fewer evil twins.
You know what's fascinatingabout contracts?
(01:12):
They're everywhere.
Every time you click "I agree"on your phone updates, grab your
morning coffee, or order thoselate-night impulse purchases online,
you're swimming in contract law.
Today, we're going to break downthe key concepts we've covered
in our "Listen and Learn" series.
And trust me, understanding thesewill make you the life of any law
school party, if that's a thing.
(01:33):
So, let's start at the beginning.
Every contract has a story, andit usually begins with an offer.
Not the romantic kind; we're talking aboutthe "I'll sell you this for that" kind.
In contract law, we're alwayslooking for that magical meeting
of the minds, where both partiesagree on what they're getting into.
It's like a dance, really - one partyleads with an offer, the other responds
(01:55):
with acceptance, and somewhere in there,we need consideration - that's the
legal term for "What's in it for me?"
Now, here's where things get spicy.
Not everyone's word is asclear as they think it is.
Enter our friend, the parol evidence rule.
Think of it as our bouncer at clubcontract, deciding what evidence
gets in and what stays out.
(02:16):
As we've covered in our "Listen andLearn" episodes, if you've got a fully
integrated contract, that's fancy talk for"Everything's in writing, and we mean it."
You can't just show up later withsome conversation from last Tuesday
and say, "But wait, there's more!"
But what if something inthe contract isn't clear?
Well, that's when our bouncermight let in some evidence to help
(02:38):
explain what those terms mean.
It's like having a translatorfor contract speak.
Just remember, this rule is all aboutprior or contemporaneous statements.
If you made changes after the contract,that's a whole different story.
Now, let's talk aboutperformance - the "doing what
you promised" part of contracts.
(02:59):
Sometimes it's crystal clear - youeither painted the house or you didn't.
But often it's more complicated than that.
Maybe you painted the house, but usedeggshell white instead of pearl white.
Does that matter?
This is where we get intothe territory of substantial
performance versus material breach.
Think of it this way: Substantial performance is like (03:18):
undefined
getting a 90% on your exam.
Sure, it's not perfect,but it's pretty darn good.
A material breach on the otherhand is like showing up to
take the wrong exam entirely.
One gets you a passing grade, withmaybe some point deductions, and
the other - well, let's just sayyou might need to retake the class.
But here's a plot twist (03:39):
Sometimes people don't even wait to breach
the contract; they do it in advance.
We call this anticipatory repudiation,which is basically someone saying,
"Yeah, about that thing I promisedto do - not going to happen."
It's like canceling a datebefore you even get stood up.
(04:00):
When this happens, theother party has options.
They can treat the contract as brokenand sue right away; they can wait to
see if the other party changes theirmind; they can try to convince the other
party to perform; they can even findsomeone else to do what was promised.
And let's not forget about impossibilityand impracticability - the "I
(04:24):
really can't do it" defenses.
These are like the emergencyexits of contract law.
But don't get too excited; courtsdon't hand these out like candy.
Just because something becomesmore difficult or expensive
doesn't mean you're off the hook.
As we learned in our "Listen andLearn" episodes, these defenses
are more for those "acts of God"situations, not "I didn't realize
(04:47):
this would be so hard" scenarios.
Here's a quick attack plan foranalyzing contract formation and
performance issues on an exam:
1.
Start with formation basics: valid offer and acceptance, proper (04:57):
undefined
consideration, any formation defenses.
2.
Check what evidence we can use (05:06):
Is the contract fully or partially integrated?
Are there any exceptions tothe parole evidence rule?
Any subsequent modifications?
3.
Look at performance (05:18):
What exactly was promised?
Was it actually performed?
And if not, howsignificant was the breach?
4.
If there's a breach, classify it (05:29):
material or minor breach; anticipatory repudiation;
or any valid defenses like impossibility.
Now, if you're thinking, "Wow,that's a lot to master", don't worry.
We've got you covered withour "Listen and Learn" series.
Let me give you a roadmap fordiving deeper into these topics.
(05:52):
Start with formation and interpretation.
Our episode on "Listen and Learn - ParolEvidence" breaks down everything you need
to know about what evidence courts willconsider when interpreting contracts.
Think of it as your guide tocontract interpretation drama.
Then, when you're ready to tackleperformance issues, check out "Listen
(06:12):
and Learn - Material Breach vs.
Minor Breach".
This episode is crucial forunderstanding the difference between
"Oops, I messed up a little" and"Wow, I completely dropped the ball."
We walk through real bar examquestions to show you exactly how
these issues pop up on test day.
Got a party who's breakingpromises before they're even due?
(06:33):
Our "Listen and Learn - AnticipatoryRepudiation" episode has you covered.
And for those "But I couldn't help it!"
defenses, dive into ourepisode on "Listen and Learn
- Impossibility, Impracticability,and Frustration of Purpose".
Trust me, these defenses aretrickier than they sound.
Pro tip (06:51):
Listen to these episodes in order.
Start with formation, thenmove to performance issues.
It's like building a house - youneed the foundation before
you can put up the walls.
Each episode includes practice questionsand detailed analysis to help you
master these concepts for any exam.
And trust me, these topicsshow up all the time.
(07:12):
Remember, contract law is allabout expectations and fairness.
Courts want to enforce agreements, butthey also want to make sure nobody's
taking advantage of the situation.
It's like being a referee in a game, wherethe rules are written by the players.
Stay tuned for Part 2, where we'lldive into the exciting world of what
happens after a breach - remedies!
Because, let's face it - sometimes"I'm sorry" just doesn't
(07:35):
cut it in contract law.
We'll also talk about all thedifferent types of damages and who
can actually enforce these contracts.
Third-party rights, anyone?
Until next time, this is Lee Burgesssigning off from substantive spotlight
on contracts, where promises matterand performance is everything.
If you enjoyed this episode of theBar Exam Toolbox podcast, please
(07:58):
take a second to leave a review andrating on your favorite listening app.
We'd really appreciate it.
And be sure to subscribeso you don't miss anything.
If you have any questions or comments,please don't hesitate to reach out to
myself or Alison at lee@barexamtoolbox.comor alison@barexamtoolbox.com.
Or you can always contactus via our website contact
form at BarExamToolbox.com.
(08:19):
Thanks for listening, and we'll talk soon!
Welcome to the Bar Exam Toolbox podcast.
Today, we're doing Part 1of our two-part substantive
spotlight series on Contract Law.
Your Bar Exam Toolbox hosts are AlisonMonahan and Lee Burgess, that's me.
We're here to demystify the barexam experience, so you can study
effectively, stay sane, and hopefullypass and move on with your life.
We're the co-creators of the Law SchoolToolbox, the Bar Exam Toolbox, and the
(00:23):
career-related website CareerDicta.
Alison also runs TheGirl's Guide to Law School.
If you enjoy the show, please leavea review on your favorite listening
app, and check out our sister podcast,the Law School Toolbox podcast.
If you have any questions, don'thesitate to reach out to us.
You can reach us via the contactform on BarExamToolbox.com,
and we'd love to hear from you.
And with that, let's get started.
(00:51):
Hey there, future lawyers.
Welcome to another episode ofsubstantive spotlight, where
we're diving into Contract Law.
I'm Lee Burgess, and today we'retalking about how contracts come
to life, grow up, and sometimes- well, break their promises.
Think of it as a soap opera, but withmore paperwork and fewer evil twins.
You know what's fascinatingabout contracts?
(01:12):
They're everywhere.
Every time you click "I agree"on your phone updates, grab your
morning coffee, or order thoselate-night impulse purchases online,
you're swimming in contract law.
Today, we're going to break downthe key concepts we've covered
in our "Listen and Learn" series.
And trust me, understanding thesewill make you the life of any law
school party, if that's a thing.
(01:33):
So, let's start at the beginning.
Every contract has a story, andit usually begins with an offer.
Not the romantic kind; we're talking aboutthe "I'll sell you this for that" kind.
In contract law, we're alwayslooking for that magical meeting
of the minds, where both partiesagree on what they're getting into.
It's like a dance, really - one partyleads with an offer, the other responds
(01:55):
with acceptance, and somewhere in there,we need consideration - that's the
legal term for "What's in it for me?"
Now, here's where things get spicy.
Not everyone's word is asclear as they think it is.
Enter our friend, the parol evidence rule.
Think of it as our bouncer at clubcontract, deciding what evidence
gets in and what stays out.
(02:16):
As we've covered in our "Listen andLearn" episodes, if you've got a fully
integrated contract, that's fancy talk for"Everything's in writing, and we mean it."
You can't just show up later withsome conversation from last Tuesday
and say, "But wait, there's more!"
But what if something inthe contract isn't clear?
Well, that's when our bouncermight let in some evidence to help
(02:38):
explain what those terms mean.
It's like having a translatorfor contract speak.
Just remember, this rule is all aboutprior or contemporaneous statements.
If you made changes after the contract,that's a whole different story.
Now, let's talk aboutperformance - the "doing what
you promised" part of contracts.
(02:59):
Sometimes it's crystal clear - youeither painted the house or you didn't.
But often it's more complicated than that.
Maybe you painted the house, but usedeggshell white instead of pearl white.
Does that matter?
This is where we get intothe territory of substantial
performance versus material breach.
Think of it this way: Substantial performance is like (03:18):
undefined
getting a 90% on your exam.
Sure, it's not perfect,but it's pretty darn good.
A material breach on the otherhand is like showing up to
take the wrong exam entirely.
One gets you a passing grade, withmaybe some point deductions, and
the other - well, let's just sayyou might need to retake the class.
But here's a plot twist (03:39):
Sometimes people don't even wait to breach
the contract; they do it in advance.
We call this anticipatory repudiation,which is basically someone saying,
"Yeah, about that thing I promisedto do - not going to happen."
It's like canceling a datebefore you even get stood up.
(04:00):
When this happens, theother party has options.
They can treat the contract as brokenand sue right away; they can wait to
see if the other party changes theirmind; they can try to convince the other
party to perform; they can even findsomeone else to do what was promised.
And let's not forget about impossibilityand impracticability - the "I
(04:24):
really can't do it" defenses.
These are like the emergencyexits of contract law.
But don't get too excited; courtsdon't hand these out like candy.
Just because something becomesmore difficult or expensive
doesn't mean you're off the hook.
As we learned in our "Listen andLearn" episodes, these defenses
are more for those "acts of God"situations, not "I didn't realize
(04:47):
this would be so hard" scenarios.
Here's a quick attack plan foranalyzing contract formation and
performance issues on an exam:
1.
Start with formation basics: valid offer and acceptance, proper (04:57):
undefined
consideration, any formation defenses.
2.
Check what evidence we can use (05:06):
Is the contract fully or partially integrated?
Are there any exceptions tothe parole evidence rule?
Any subsequent modifications?
3.
Look at performance (05:18):
What exactly was promised?
Was it actually performed?
And if not, howsignificant was the breach?
4.
If there's a breach, classify it (05:29):
material or minor breach; anticipatory repudiation;
or any valid defenses like impossibility.
Now, if you're thinking, "Wow,that's a lot to master", don't worry.
We've got you covered withour "Listen and Learn" series.
Let me give you a roadmap fordiving deeper into these topics.
(05:52):
Start with formation and interpretation.
Our episode on "Listen and Learn - ParolEvidence" breaks down everything you need
to know about what evidence courts willconsider when interpreting contracts.
Think of it as your guide tocontract interpretation drama.
Then, when you're ready to tackleperformance issues, check out "Listen
(06:12):
and Learn - Material Breach vs.
Minor Breach".
This episode is crucial forunderstanding the difference between
"Oops, I messed up a little" and"Wow, I completely dropped the ball."
We walk through real bar examquestions to show you exactly how
these issues pop up on test day.
Got a party who's breakingpromises before they're even due?
(06:33):
Our "Listen and Learn - AnticipatoryRepudiation" episode has you covered.
And for those "But I couldn't help it!"
defenses, dive into ourepisode on "Listen and Learn
- Impossibility, Impracticability,and Frustration of Purpose".
Trust me, these defenses aretrickier than they sound.
Pro tip (06:51):
Listen to these episodes in order.
Start with formation, thenmove to performance issues.
It's like building a house - youneed the foundation before
you can put up the walls.
Each episode includes practice questionsand detailed analysis to help you
master these concepts for any exam.
And trust me, these topicsshow up all the time.
(07:12):
Remember, contract law is allabout expectations and fairness.
Courts want to enforce agreements, butthey also want to make sure nobody's
taking advantage of the situation.
It's like being a referee in a game, wherethe rules are written by the players.
Stay tuned for Part 2, where we'lldive into the exciting world of what
happens after a breach - remedies!
Because, let's face it - sometimes"I'm sorry" just doesn't
(07:35):
cut it in contract law.
We'll also talk about all thedifferent types of damages and who
can actually enforce these contracts.
Third-party rights, anyone?
Until next time, this is Lee Burgesssigning off from substantive spotlight
on contracts, where promises matterand performance is everything.
If you enjoyed this episode of theBar Exam Toolbox podcast, please
(07:58):
take a second to leave a review andrating on your favorite listening app.
We'd really appreciate it.
And be sure to subscribeso you don't miss anything.
If you have any questions or comments,please don't hesitate to reach out to
myself or Alison at lee@barexamtoolbox.comor alison@barexamtoolbox.com.
Or you can always contactus via our website contact
form at BarExamToolbox.com.
(08:19):
Thanks for listening, and we'll talk soon!
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