Analyzing a Contract (for exam) Related Articles:

1L, Contracts

1. UCC vs. Common Law (Restatement)?

• Sale of goods = UCC.

2. What is the contract? What is to be enforced?

• Interpretation
• Is there ambiguity in the contract? Is the contract "integrated"? (i.e. fully expressed)
  
• If ambiguity or not integrated, parol evidence can be used to refine contract.
• Also look to express terms, course of prior dealings, course of prior performance, and trade usage.
• Are there any conditions precedent?
• Did either side waive any such conditions through precedent?

3. Who had the first material breach?

• Any "bad faith"?
• Was there a repudiation/renunciation?
• Did one side demand "adequate assurances?" And did other side give them?
• Justification
• Fraud
• Changed circumstances/impossibility/impracticability
• Modification
• Frustration
  

4. Damages

• Check "duty to mitigate"--cannot "run-up" damages.
• Consequential vs. incidental damages.
• Willful breach? Material?
• Generally, damages are expectancy--"benefit of the bargain"
• Can otherwise be: "restitution" or "reliance" (anticipated profits are too speculative)
• Check: if trivial and not willful, can be "loss in value" vs. cost of replacement.