Joe had a wealthy brother, Steve, who owned an aging, unoccupied house situated on a large, tree-covered lot. Joe asked Steve if he would sell the property and, if so, at what price. Steve replied that he would not sell, but would let Joe have possession of the property free of charge if Joe would maintain it. A few days later, Joe wrote Steve and asked permission to go on and take possession of the property for the purpose of making the substantial repairs and renovations necessary to make the house habitable and to take up residence there. Steve wrote back: "Of course you may go on the property we discussed. I promise that if you make the house habitable, it is yours for at least the next ten years." Over the next several months, Joe spent more than 300 hours of his free evenings and weekends working on the house, expended $6,000 for materials, and paid out another $5,000 for plumber and electrician help. Joe often slept overnight at the house on occasions when he worked late. Just as the house became habitable and ready for Joe to take up permanent residence on the property, Steve told him that Buyer had offered $200,000 for the house for immediate possession, that Steve had accepted Buyer's offer, and that Steve would compensate Joe for his out-of-pocket expenses ($11,000) but not for his time and labor. The rental value of the property, as restored by Joe, is $800 per month, and Joe's time is worth $15 an hour. What are Joe's rights and remedies? Discuss. I will post an answer this weekend for critique and analysis

Hi everyone! How is your semester going? Can you believe we are already winging down the fall semester? This is the time to lock in your slap down rul outlines and those rules and begin practicing your new knowledge! For 2L or 3L students wanting practice for Sales or advance Contract Law classes that focus on the Uniform Commercial Code Article 2 (UCC), I uploaded all my past exams since 2020 and their corresponding rubric to our classroom for you! Some rubrics were simpler as they were intended to give student basic structural guidance. However, some rubrics are the actual grading rubrics I used to asses my students! We are working on uploading past Contract Law essays for our 1L students. Stay tuned!

Many people look at offer and acceptance as what is needed for a contract, but a verbal offer and acceptance actually is not needed for a contract to form. What are the elements needed to form a contract?

For the advanced contracts folks that are ready to jump into the UCC completely (warning: this is NOT intended for the 1L students just learning the basics of the UCC). This was the final exam we gave for our Sales Law class based on Article 2 of the UCC in Spring 2026. For now, I will post it. Later in the week, I will post the intended outline so you can see how close you got to what we were looking for AND discuss any points where you disagree with me! Have fun! Sales Final Exam Fall 2025 Essay Question: Recommended time 60 minutes On February 1, Pizza Place, located in Chicago, called Stew, a pepperoni producer located in Napersville, and ordered 100 pounds of pepperoni, at $5 per pound, for delivery to Chicago, on or before February 8. Stew knew from previous contracts with Pizza Place that the pepperoni should be “average quality used for pizza topping.” On February 2, Stew sent Pizza Place an email confirming the agreement and setting forth all its terms. In listing the terms, Stew added an additional term that any dispute was subject to binding arbitration. On February 3, Pizza Place received and read the memorandum. Pizza Place was surprised by the arbitration term, which was rare in the industry. Pizza Place did not respond to the memorandum. On February 7, Stew discovered that the market price of pepperoni had climbed to $15 a pound. Hoping to find buyers to sell the pepperoni at the higher price, Stew sent a memo stating he may not be able to deliver the pepperoni to Pizza Place at the agreed upon price. On February 7, Stew sent Pizza Place the following e-mail: “We need a firm commitment that you will deliver the agreed upon pepperoni by 9pm PST today or we’ll buy the pepperoni elsewhere.” Instead of replying to the email, Stew immediately delivered the pepperoni to Pizza Place. Pizza Place accepted the packaged pepperoni and immediately submitted full payment. On February 8, Pizza Place opened the packaged pepperoni for use on pizza in the retail store only to discover it was salami, a different type of meat not regularly used on pizza. This difference was not noticeable through the packaging. Pizza Place immediately sent Stew an email that they want a full refund. Stew immediately received and read the email, but instead of refunding the purchase price, he delivered 100 pounds of conforming pepperoni to Pizza Place.

Whether you call it battle of the forms, the knockout rule or simply 2-207, this rule is one of the most complex things that you will ever learn in law. In my classes this week this is what we focused on. Do you have tips or things that have worked to help you understand this complex rule? If so, please share in the comments. Here are my tips: 1. Remember that the transaction must be for the sale of a good or this rule never applies 2. If you can accept under 2-206 and use the mirror image rule acceptance concept do that, and do not go into this doctrine unless you need it 3. The triggers to know that you need to address 2-207 include an acceptance that contains different or additional terms. If you see that then that means you need to address acceptance under 2-207 (1) 4. Do not hit sections 12 and 3 of 2-207 at the same time because you will not ever need all three of them 5. Always start off with 2-207(1)) by itself. In this provision, you were looking for your actual acceptance. If you have a seasonable or definite expression of acceptance or written confirmation, that is sent within a reasonable time, and no provisional language requiring acceptance… Then you have acceptance with different additional terms under section one. 6. If you find acceptance in 2-207-1, then go to 2-207–2 to determine whether the difference or additional terms will become part of the contract. If the transaction is not between merchants, according to UC 2–104, then the additional term does not become part of the contract. 7. However, if the contract is between merchants, the additional term becomes part of the contract, unless one of three things happens. The other merchant must object to it, there must be provisional language in the offer, limiting acceptance to the terms contained in the inside of it, or the additional term as materially alter the original offer 8. Material offer is defined in the comments underneath 2–207. It is defined as undo hardship or surprise. So to argue material alteration use the facts to show that it will cause surprise to the other party by not ascending to it and including it in the contract And let that be your driver as to whether it should be excluded or not 9. Now, if you did not find acceptance in 2–207 section one, but the parties are still acting like they have a contract, even though it’s not legally binding, then and only then do you go to 2–207. Now, if you read the language of 2–207, you will see that the conduct accepts the contract however the terms of the contractor limited to only those that have been agreed-upon or are implied terms. So that means that the additional or different term that was proposed during acceptance, never becomes part of the contract under 2–207 section 3. 10. My final tip is to remind you to make sure to do a merchant analysis before you start addressing 2–207 section 2. You use 2–104 to address whether or not the parties involved in the transactions are considered merchants is for purposes of this transaction. There are three ways that they can be considered a merchant. If they sell the goods of the kind, if they hold themselves out as an expert, or they hire a third-party expert.