In U.S. contract law, what makes a promise enforceable as a bargain?

Ordinarily, objective mutual assent, sufficiently definite terms and consideration, subject to capacity, legality, required formalities and other defenses. Offer and acceptance are a common way to establish assent. Not every promise is an enforceable bargain, but doctrines such as promissory estoppel can sometimes support enforcement without a conventional exchange. State law governs the precise requirements.

What does Jacob & Youngs v. Kent illustrate about substantial performance and damages?

The New York case involved pipe of a different brand from the specification. Substantial performance did not erase the contractual deviation, but replacement would have required disproportionate demolition. The court used diminution in value rather than automatically awarding the replacement cost. The lesson is to distinguish entitlement to payment from the appropriate damages measure; it is not permission to ignore specifications or a rule that every defect is measured by repair cost.

Why is past performance usually not consideration for a later promise, and what illustrates a statutory exception?

Performance already completed before the promise ordinarily was not given in exchange for that promise, so it is not bargained-for consideration. But exceptions are jurisdiction-specific. New York General Obligations Law § 5-1105 can enforce a signed written promise based on past consideration when the writing expresses it, it is proved, and it would have been valid consideration except for timing. “Past consideration never counts anywhere” is too absolute.

Why is a person who happens to benefit from a contract not necessarily entitled to enforce it?

An incidental benefit is insufficient. Third-party enforcement depends on the applicable intended-beneficiary rules and the agreement. California’s Goonewardene framework asks whether the third party would benefit, whether benefiting that party was a motivating purpose of the contracting parties, and whether enforcement fits the contract’s objectives and their reasonable expectations. The beneficiary need not always be named, but mere foreseeability of some benefit is not enough; defenses and conditions can still apply.

Under Delaware UCC § 2-609, does a party always have 30 days to answer a demand for adequate assurance?

No. After reasonable grounds for insecurity and a justified written demand, adequate assurance must be provided within a reasonable time that cannot exceed 30 days after receipt. The reasonable period may be shorter. Pending assurance, the insecure party may suspend performance, if commercially reasonable, for which it has not already received the agreed return. Adequacy depends on the circumstances; failure to provide it within that period is a repudiation.

For an offer inviting acceptance only by performance, what does beginning performance do under Restatement § 45?

Beginning or tendering the invited performance creates option protection against revocation; mere preparation is not enough under that rule. The offeror’s duty to provide the promised exchange ordinarily depends on completion or tender of the requested performance. Beginning does not itself impose a promise to finish on the offeree. This differs from an offer accepting a return promise or either promise or performance; read the offer before classifying it.

Does a material breach automatically and permanently excuse every remaining obligation of the other party?

No. Under the common-law framework, an uncured material failure can suspend the other party’s remaining performance; whether it ultimately discharges that duty depends on factors including cure and the circumstances. A minor breach can support damages while leaving performance duties in place. Check the contract’s conditions, applicable rules and whether the breach is sufficiently serious before treating the whole relationship as ended.

What does mitigation mean for contract damages?

A claimant cannot recover loss that could reasonably have been avoided without undue risk, burden or humiliation under the applicable rule. This limits recoverable damages rather than generally creating a separate claim against the injured party for failing to mitigate. Reasonable mitigation expenses may be recoverable even if the attempt fails. Hindsight alone does not make an unsuccessful, reasonable response unreasonable.

Why is specific performance not simply an automatic remedy for breach?

It is discretionary equitable relief requiring an appropriate basis, sufficiently definite terms and satisfaction of applicable equitable conditions. Inadequacy of damages is central. Land or unique goods are common examples, but Delaware UCC § 2-716 also permits other proper circumstances. Courts generally do not compel a person to perform a personal-service contract. A valid damages claim does not necessarily supply enough certainty for an enforceable performance order.

What are three routes by which an offer can become temporarily irrevocable in U.S. contract law?

Examples are an enforceable option supported by consideration; a qualifying merchant’s signed firm offer under the applicable UCC § 2-205; and the option protection created by beginning invited performance under Restatement § 45. Under Delaware § 2-205, the no-consideration protection cannot exceed three months, and an assurance on the offeree’s form requires separate signing. These are examples, not an exhaustive list; state statutes and reliance doctrines can also matter.

How does an offer differ from a preliminary negotiation under the U.S. objective approach?

An offer communicates a commitment that reasonably invites the recipient to conclude the bargain by accepting. Preliminary negotiations leave further assent to be obtained. Terms must be sufficiently definite under the applicable law, but every detail need not already be fixed: Article 2 can supply some missing terms. A secret intention to avoid commitment does not override an objectively manifested offer.

How do impracticability and frustration of purpose differ?

Impracticability concerns performance becoming impracticable because a basic assumption fails; frustration concerns a substantial defeat of the contract’s principal purpose even though performance may remain possible. Under the Restatement framework, fault and allocation of risk matter, and ordinary financial difficulty is usually insufficient. A foreseeable event is not automatically dispositive in every case. Delaware UCC § 2-615 additionally addresses qualifying seller delay or nondelivery, notice and fair allocation when capacity is only partly affected.

What is the mailbox rule, and why should it not be applied automatically to an option?

Under the usual U.S. common-law rule, an acceptance sent by an invited or reasonable method can take effect on proper dispatch. The offer can require receipt instead. Under the Restatement option rule, acceptance normally becomes effective on receipt, unless the parties provide otherwise. Revocation generally must be communicated, and electronic communications require their own applicable rules; “all messages count when sent” is not the rule.

Does modifying an existing contract always require new consideration?

No. The traditional common-law rule ordinarily requires new consideration, but exceptions and statutes matter. For example, New York General Obligations Law § 5-1103 recognizes a signed written modification without new consideration. Delaware UCC § 2-209 also dispenses with consideration for goods-contract modifications, while good faith and applicable signed-record or statute-of-frauds requirements remain relevant. Identify the governing law before applying the pre-existing-duty rule.

Why can an unusual business loss fail the foreseeability test for contract damages?

The breaching party must have had reason, when contracting, to foresee the relevant kind of loss as a probable result of breach. Ordinary losses may follow naturally; unusual circumstances may need to have been communicated. Proof that the loss actually occurred is not enough. Causation, reasonable certainty and avoidability remain separate limits, and special statutory rules or contractual limitations can also affect recovery.

In California’s unconscionability analysis, are unfair bargaining procedures alone enough to invalidate a term?

No. California requires both procedural unconscionability, concerning oppression or surprise, and substantive unconscionability, concerning unduly harsh or one-sided terms. They operate on a sliding scale: greater strength in one can require less in the other, but neither disappears. Fuentes v. Empire Nissan (2026) emphasizes that poor legibility is not, by itself, substantive unfairness. Do not automatically equate an adhesion contract or a bad bargain with unenforceability.

Is rescission for a unilateral mistake always unavailable unless the other party knew of the mistake?

No. Under Restatement § 153, a material mistake about a basic assumption may support avoidance if the mistaken party does not bear the risk and either enforcement would be unconscionable or the other party had reason to know of, or caused, the mistake. California’s Donovan v. RRL Corp. recognizes the unconscionability route. Mutual mistake has a distinct analysis; neither a shared error nor a unilateral error automatically cancels a contract.

How does anticipatory repudiation differ from mere uncertainty about future performance?

Repudiation involves a sufficiently clear refusal or disabling conduct concerning performance not yet due; mere doubt is not automatically repudiation. Under Delaware UCC §§ 2-610 and 2-611, a repudiation substantially impairing the contract’s value permits specified remedies and suspension, or waiting for performance for a commercially reasonable time. Retraction has limits once cancellation, material change of position or an indication of finality occurs. Cancellation and rescission are not interchangeable labels.

How does UCC § 2-207 separate contract formation from disputes over terms in exchanged forms?

A definite, timely acceptance can form a contract despite additional or different terms unless acceptance is expressly conditional on assent to them. Whether additional terms enter the contract is a separate question; between merchants, § 2-207(2) includes exceptions for material alteration, objections and an offer limiting acceptance. Treatment of different terms varies by jurisdiction. If writings fail but conduct recognizes a contract, subsection (3) supplies a further route with agreed terms and statutory supplements.

How do reliance damages differ from expectation damages?

Reliance damages aim to compensate qualifying expenditure or loss incurred because of the contract, rather than automatically giving the profit expected from performance. They can be an alternative measure, subject to causation and other limits. Under the Restatement approach, the breaching party may reduce recovery by proving losses the claimant would have suffered even if the contract had been performed. A losing bargain cannot simply be converted into a guaranteed profitable one.

Under the common-law mirror-image approach, does asking for a change always turn acceptance into a counteroffer?

No. An acceptance made conditional on agreement to a new term is a counteroffer. An unconditional acceptance accompanied by a request or suggestion can still accept the original offer. Compare “I accept, but only if delivery is Friday” with “I accept; could you deliver Friday?” Interpret the communication in context rather than treating every extra sentence as a rejection.

What counts as consideration, and must the exchange have equal market value?

Consideration is a bargained-for promise, act or forbearance: each side seeks the other’s exchange. A legal detriment means undertaking or surrendering something one was not already obliged to do, not necessarily suffering a financial loss. Courts generally do not require equal economic value, although sham exchanges, coercion or unconscionability can raise separate issues. A gratuitous promise is not made a bargain merely by calling it one.

What should an exam answer check before treating an oral contract as unenforceable under a statute of frauds?

Check the jurisdiction, the kind of agreement, the required signed writing or record, and any exception. Common categories include certain land transactions, promises to answer for another’s debt and agreements incapable of performance within one year of making. For goods, Delaware UCC § 2-201 uses a price threshold of $500 and has exceptions, including specified admissions, accepted payment or goods, and specially manufactured goods. Do not treat a mnemonic as a universal rule or say every oral contract is void.

How does complete integration differ from partial integration?

A partially integrated writing is final as to the terms it contains but is not the complete, exclusive statement of the agreement. Consistent additional terms may therefore be admissible; complete integration generally excludes them. Even a complete writing does not automatically exclude all interpretive context. Delaware UCC § 2-202 separately recognizes course of performance, course of dealing and usage of trade. Determine integration and the purpose of the evidence before applying an exclusion.

When is an agreed damages clause an unenforceable penalty under Delaware UCC § 2-718?

An unreasonably large amount is a penalty rather than an enforceable liquidation of damages. The statute considers reasonableness in light of anticipated or actual harm, difficulty proving loss, and inconvenience or infeasibility of obtaining an adequate remedy. A clause is not valid merely because the parties signed it, nor must calculating actual loss have been literally impossible. Other jurisdictions and contract types require their own analysis.

How does restitution differ from reliance, and what does quantum meruit usually measure?

Restitution focuses on a benefit unjustly retained by the other party; reliance focuses on the claimant’s loss from relying. They need not be the same amount. Quantum meruit commonly concerns the reasonable value of compensable services, subject to its legal requirements. Restitution may be available in some failed-contract or breach situations, but it is not automatic recovery of every benefit or all of the recipient’s profits.

Which rules govern a U.S. sale of goods, and why must a mixed goods-and-services contract be checked separately?

Start with the governing state’s enacted UCC Article 2 for sales of movable goods; ordinary services and real-estate transfers generally use other law. Mixed-contract tests are not uniform. For example, current Delaware § 2-102 applies Article 2 to a hybrid transaction’s goods aspects even when goods do not predominate; when goods predominate, Article 2 generally applies to the transaction, subject to its stated qualifications.

A supplier’s $1,000 contract would cost $700 to perform. After $200 is spent, the customer breaches and $500 of further cost is avoided. What is the basic expectation loss?

It is $1,000 − $500 = $500: reimbursement of the $200 already spent plus the $300 expected profit. This assumes no payment received, salvage, substitute earnings or other loss. More generally, expectation damages combine lost performance value and recoverable other loss, less costs and losses avoided. Causation, foreseeability, certainty and mitigation still apply; do not award both the full contract price and the costs that were never incurred.

Does the parol evidence rule exclude every piece of evidence outside a written contract?

No. Its core concern is using prior agreements or contemporaneous oral agreements to contradict terms adopted as a final written expression. It is not a blanket ban on external evidence. Applicable law can permit evidence about validity, fraud, mistake, interpretation or later modification. For example, California Code of Civil Procedure § 1856 expressly preserves several such exceptions; calling a broken promise “fraud” does not by itself establish fraudulent inducement.

Can a public advertisement be an offer rather than merely an invitation to negotiate?

Yes. Although advertisements commonly invite customers to make offers, sufficiently definite language can promise performance upon a stated acceptance without further bargaining. For example, “First five customers at 9 a.m.: one specified mug each for $2” can indicate a limited offer. Identify the promised item, acceptance conditions and remaining discretion; do not assume every advertisement creates a contract.

How do duress and undue influence differ as defenses to contractual consent?

Duress commonly involves an improper threat leaving no reasonable alternative. Undue influence involves unfair persuasion, such as exploiting a relationship of domination or trust, weakness or distress under the applicable law. Strong bargaining or an unpleasant choice alone does not establish either defense. The facts and jurisdiction determine whether consent was legally impaired and what relief follows; the two labels should not be treated as synonyms.

Under Restatement § 90, when can reliance make a promise enforceable without ordinary consideration?

The promisor should reasonably expect the promise to induce action or forbearance by the promisee or a third person; it does induce that response; and enforcement is necessary to avoid injustice. Courts apply their jurisdiction’s requirements to the facts. The remedy may be limited as justice requires, so promissory estoppel does not automatically award every expected benefit of the proposed bargain.

U.S. Contract Law: Formation, Performance and Remedies

32 U.S. contract-law review cards on offer, acceptance, consideration, promissory estoppel, common-law versus UCC Article 2 rules, Statute of Frauds, parol evidence, formation defenses, conditions and material breach, third-party rights, and expectation, reliance, restitution, and equitable remedies.

Level: intermediate
Languages: en → en
Cards: 32
Markdown: U.S. Contract Law: Formation, Performance and Remedies (.md)

Flashcards (32)

#	Front (Term / Question)	Back (Definition / Answer)
1	In U.S. contract law, what makes a promise enforceable as a bargain?	Ordinarily, objective mutual assent, sufficiently definite terms and consideration, subject to capacity, legality, required formalities and other defenses. Offer and acceptance are a common way to establish assent. Not every promise is an enforceable bargain, but doctrines such as promissory estoppel can sometimes support enforcement without a conventional exchange. State law governs the precise requirements.
2	What does Jacob & Youngs v. Kent illustrate about substantial performance and damages?	The New York case involved pipe of a different brand from the specification. Substantial performance did not erase the contractual deviation, but replacement would have required disproportionate demolition. The court used diminution in value rather than automatically awarding the replacement cost. The lesson is to distinguish entitlement to payment from the appropriate damages measure; it is not permission to ignore specifications or a rule that every defect is measured by repair cost.
3	Why is past performance usually not consideration for a later promise, and what illustrates a statutory exception?	Performance already completed before the promise ordinarily was not given in exchange for that promise, so it is not bargained-for consideration. But exceptions are jurisdiction-specific. New York General Obligations Law § 5-1105 can enforce a signed written promise based on past consideration when the writing expresses it, it is proved, and it would have been valid consideration except for timing. “Past consideration never counts anywhere” is too absolute.
4	Why is a person who happens to benefit from a contract not necessarily entitled to enforce it?	An incidental benefit is insufficient. Third-party enforcement depends on the applicable intended-beneficiary rules and the agreement. California’s Goonewardene framework asks whether the third party would benefit, whether benefiting that party was a motivating purpose of the contracting parties, and whether enforcement fits the contract’s objectives and their reasonable expectations. The beneficiary need not always be named, but mere foreseeability of some benefit is not enough; defenses and conditions can still apply.
5	Under Delaware UCC § 2-609, does a party always have 30 days to answer a demand for adequate assurance?	No. After reasonable grounds for insecurity and a justified written demand, adequate assurance must be provided within a reasonable time that cannot exceed 30 days after receipt. The reasonable period may be shorter. Pending assurance, the insecure party may suspend performance, if commercially reasonable, for which it has not already received the agreed return. Adequacy depends on the circumstances; failure to provide it within that period is a repudiation.
6	For an offer inviting acceptance only by performance, what does beginning performance do under Restatement § 45?	Beginning or tendering the invited performance creates option protection against revocation; mere preparation is not enough under that rule. The offeror’s duty to provide the promised exchange ordinarily depends on completion or tender of the requested performance. Beginning does not itself impose a promise to finish on the offeree. This differs from an offer accepting a return promise or either promise or performance; read the offer before classifying it.
7	Does a material breach automatically and permanently excuse every remaining obligation of the other party?	No. Under the common-law framework, an uncured material failure can suspend the other party’s remaining performance; whether it ultimately discharges that duty depends on factors including cure and the circumstances. A minor breach can support damages while leaving performance duties in place. Check the contract’s conditions, applicable rules and whether the breach is sufficiently serious before treating the whole relationship as ended.
8	What does mitigation mean for contract damages?	A claimant cannot recover loss that could reasonably have been avoided without undue risk, burden or humiliation under the applicable rule. This limits recoverable damages rather than generally creating a separate claim against the injured party for failing to mitigate. Reasonable mitigation expenses may be recoverable even if the attempt fails. Hindsight alone does not make an unsuccessful, reasonable response unreasonable.
9	Why is specific performance not simply an automatic remedy for breach?	It is discretionary equitable relief requiring an appropriate basis, sufficiently definite terms and satisfaction of applicable equitable conditions. Inadequacy of damages is central. Land or unique goods are common examples, but Delaware UCC § 2-716 also permits other proper circumstances. Courts generally do not compel a person to perform a personal-service contract. A valid damages claim does not necessarily supply enough certainty for an enforceable performance order.
10	What are three routes by which an offer can become temporarily irrevocable in U.S. contract law?	Examples are an enforceable option supported by consideration; a qualifying merchant’s signed firm offer under the applicable UCC § 2-205; and the option protection created by beginning invited performance under Restatement § 45. Under Delaware § 2-205, the no-consideration protection cannot exceed three months, and an assurance on the offeree’s form requires separate signing. These are examples, not an exhaustive list; state statutes and reliance doctrines can also matter.
11	How does an offer differ from a preliminary negotiation under the U.S. objective approach?	An offer communicates a commitment that reasonably invites the recipient to conclude the bargain by accepting. Preliminary negotiations leave further assent to be obtained. Terms must be sufficiently definite under the applicable law, but every detail need not already be fixed: Article 2 can supply some missing terms. A secret intention to avoid commitment does not override an objectively manifested offer.
12	How do impracticability and frustration of purpose differ?	Impracticability concerns performance becoming impracticable because a basic assumption fails; frustration concerns a substantial defeat of the contract’s principal purpose even though performance may remain possible. Under the Restatement framework, fault and allocation of risk matter, and ordinary financial difficulty is usually insufficient. A foreseeable event is not automatically dispositive in every case. Delaware UCC § 2-615 additionally addresses qualifying seller delay or nondelivery, notice and fair allocation when capacity is only partly affected.
13	What is the mailbox rule, and why should it not be applied automatically to an option?	Under the usual U.S. common-law rule, an acceptance sent by an invited or reasonable method can take effect on proper dispatch. The offer can require receipt instead. Under the Restatement option rule, acceptance normally becomes effective on receipt, unless the parties provide otherwise. Revocation generally must be communicated, and electronic communications require their own applicable rules; “all messages count when sent” is not the rule.
14	Does modifying an existing contract always require new consideration?	No. The traditional common-law rule ordinarily requires new consideration, but exceptions and statutes matter. For example, New York General Obligations Law § 5-1103 recognizes a signed written modification without new consideration. Delaware UCC § 2-209 also dispenses with consideration for goods-contract modifications, while good faith and applicable signed-record or statute-of-frauds requirements remain relevant. Identify the governing law before applying the pre-existing-duty rule.
15	Why can an unusual business loss fail the foreseeability test for contract damages?	The breaching party must have had reason, when contracting, to foresee the relevant kind of loss as a probable result of breach. Ordinary losses may follow naturally; unusual circumstances may need to have been communicated. Proof that the loss actually occurred is not enough. Causation, reasonable certainty and avoidability remain separate limits, and special statutory rules or contractual limitations can also affect recovery.
16	In California’s unconscionability analysis, are unfair bargaining procedures alone enough to invalidate a term?	No. California requires both procedural unconscionability, concerning oppression or surprise, and substantive unconscionability, concerning unduly harsh or one-sided terms. They operate on a sliding scale: greater strength in one can require less in the other, but neither disappears. Fuentes v. Empire Nissan (2026) emphasizes that poor legibility is not, by itself, substantive unfairness. Do not automatically equate an adhesion contract or a bad bargain with unenforceability.
17	Is rescission for a unilateral mistake always unavailable unless the other party knew of the mistake?	No. Under Restatement § 153, a material mistake about a basic assumption may support avoidance if the mistaken party does not bear the risk and either enforcement would be unconscionable or the other party had reason to know of, or caused, the mistake. California’s Donovan v. RRL Corp. recognizes the unconscionability route. Mutual mistake has a distinct analysis; neither a shared error nor a unilateral error automatically cancels a contract.
18	How does anticipatory repudiation differ from mere uncertainty about future performance?	Repudiation involves a sufficiently clear refusal or disabling conduct concerning performance not yet due; mere doubt is not automatically repudiation. Under Delaware UCC §§ 2-610 and 2-611, a repudiation substantially impairing the contract’s value permits specified remedies and suspension, or waiting for performance for a commercially reasonable time. Retraction has limits once cancellation, material change of position or an indication of finality occurs. Cancellation and rescission are not interchangeable labels.
19	How does UCC § 2-207 separate contract formation from disputes over terms in exchanged forms?	A definite, timely acceptance can form a contract despite additional or different terms unless acceptance is expressly conditional on assent to them. Whether additional terms enter the contract is a separate question; between merchants, § 2-207(2) includes exceptions for material alteration, objections and an offer limiting acceptance. Treatment of different terms varies by jurisdiction. If writings fail but conduct recognizes a contract, subsection (3) supplies a further route with agreed terms and statutory supplements.
20	How do reliance damages differ from expectation damages?	Reliance damages aim to compensate qualifying expenditure or loss incurred because of the contract, rather than automatically giving the profit expected from performance. They can be an alternative measure, subject to causation and other limits. Under the Restatement approach, the breaching party may reduce recovery by proving losses the claimant would have suffered even if the contract had been performed. A losing bargain cannot simply be converted into a guaranteed profitable one.
21	Under the common-law mirror-image approach, does asking for a change always turn acceptance into a counteroffer?	No. An acceptance made conditional on agreement to a new term is a counteroffer. An unconditional acceptance accompanied by a request or suggestion can still accept the original offer. Compare “I accept, but only if delivery is Friday” with “I accept; could you deliver Friday?” Interpret the communication in context rather than treating every extra sentence as a rejection.
22	What counts as consideration, and must the exchange have equal market value?	Consideration is a bargained-for promise, act or forbearance: each side seeks the other’s exchange. A legal detriment means undertaking or surrendering something one was not already obliged to do, not necessarily suffering a financial loss. Courts generally do not require equal economic value, although sham exchanges, coercion or unconscionability can raise separate issues. A gratuitous promise is not made a bargain merely by calling it one.
23	What should an exam answer check before treating an oral contract as unenforceable under a statute of frauds?	Check the jurisdiction, the kind of agreement, the required signed writing or record, and any exception. Common categories include certain land transactions, promises to answer for another’s debt and agreements incapable of performance within one year of making. For goods, Delaware UCC § 2-201 uses a price threshold of $500 and has exceptions, including specified admissions, accepted payment or goods, and specially manufactured goods. Do not treat a mnemonic as a universal rule or say every oral contract is void.
24	How does complete integration differ from partial integration?	A partially integrated writing is final as to the terms it contains but is not the complete, exclusive statement of the agreement. Consistent additional terms may therefore be admissible; complete integration generally excludes them. Even a complete writing does not automatically exclude all interpretive context. Delaware UCC § 2-202 separately recognizes course of performance, course of dealing and usage of trade. Determine integration and the purpose of the evidence before applying an exclusion.
25	When is an agreed damages clause an unenforceable penalty under Delaware UCC § 2-718?	An unreasonably large amount is a penalty rather than an enforceable liquidation of damages. The statute considers reasonableness in light of anticipated or actual harm, difficulty proving loss, and inconvenience or infeasibility of obtaining an adequate remedy. A clause is not valid merely because the parties signed it, nor must calculating actual loss have been literally impossible. Other jurisdictions and contract types require their own analysis.
26	How does restitution differ from reliance, and what does quantum meruit usually measure?	Restitution focuses on a benefit unjustly retained by the other party; reliance focuses on the claimant’s loss from relying. They need not be the same amount. Quantum meruit commonly concerns the reasonable value of compensable services, subject to its legal requirements. Restitution may be available in some failed-contract or breach situations, but it is not automatic recovery of every benefit or all of the recipient’s profits.
27	Which rules govern a U.S. sale of goods, and why must a mixed goods-and-services contract be checked separately?	Start with the governing state’s enacted UCC Article 2 for sales of movable goods; ordinary services and real-estate transfers generally use other law. Mixed-contract tests are not uniform. For example, current Delaware § 2-102 applies Article 2 to a hybrid transaction’s goods aspects even when goods do not predominate; when goods predominate, Article 2 generally applies to the transaction, subject to its stated qualifications.
28	A supplier’s $1,000 contract would cost $700 to perform. After $200 is spent, the customer breaches and $500 of further cost is avoided. What is the basic expectation loss?	It is $1,000 − $500 = $500: reimbursement of the $200 already spent plus the $300 expected profit. This assumes no payment received, salvage, substitute earnings or other loss. More generally, expectation damages combine lost performance value and recoverable other loss, less costs and losses avoided. Causation, foreseeability, certainty and mitigation still apply; do not award both the full contract price and the costs that were never incurred.
29	Does the parol evidence rule exclude every piece of evidence outside a written contract?	No. Its core concern is using prior agreements or contemporaneous oral agreements to contradict terms adopted as a final written expression. It is not a blanket ban on external evidence. Applicable law can permit evidence about validity, fraud, mistake, interpretation or later modification. For example, California Code of Civil Procedure § 1856 expressly preserves several such exceptions; calling a broken promise “fraud” does not by itself establish fraudulent inducement.
30	Can a public advertisement be an offer rather than merely an invitation to negotiate?	Yes. Although advertisements commonly invite customers to make offers, sufficiently definite language can promise performance upon a stated acceptance without further bargaining. For example, “First five customers at 9 a.m.: one specified mug each for $2” can indicate a limited offer. Identify the promised item, acceptance conditions and remaining discretion; do not assume every advertisement creates a contract.
31	How do duress and undue influence differ as defenses to contractual consent?	Duress commonly involves an improper threat leaving no reasonable alternative. Undue influence involves unfair persuasion, such as exploiting a relationship of domination or trust, weakness or distress under the applicable law. Strong bargaining or an unpleasant choice alone does not establish either defense. The facts and jurisdiction determine whether consent was legally impaired and what relief follows; the two labels should not be treated as synonyms.
32	Under Restatement § 90, when can reliance make a promise enforceable without ordinary consideration?	The promisor should reasonably expect the promise to induce action or forbearance by the promisee or a third person; it does induce that response; and enforcement is necessary to avoid injustice. Courts apply their jurisdiction’s requirements to the facts. The remedy may be limited as justice requires, so promissory estoppel does not automatically award every expected benefit of the proposed bargain.