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Step 1 · Answered

This is a real Contracts question from our bank

ContractsContract formation and modification under the UCCLaw School

Riverside Hospital sent MedPro Supplies a signed purchase order for 5,000 disposable surgical gowns. The order said nothing about indemnity or dispute resolution. MedPro mailed back its standard confirmation, repeating quantity and price but adding an indemnity clause and a requirement that disputes be arbitrated. Both are merchants. MedPro delivered the gowns, Riverside paid, and the gowns were used. Riverside later claimed a shipment was defective and filed suit in court. MedPro demanded arbitration under its confirmation form.

In Riverside's lawsuit, is a court likely to require Riverside to arbitrate its dispute with MedPro based on the arbitration clause in MedPro's confirmation form?

  • AYes, because arbitration clauses are always enforceable to promote efficient dispute resolution.
  • BYes, because additional written terms automatically become part of every sale-of-goods contract.
  • CNo, because Riverside's purchase order expressly rejected all additional boilerplate terms.
  • DNo, because the arbitration clause is an additional term that may materially alter.

Correct · D

D is correct. This transaction is a sale of goods between merchants, so the battle of the forms rules apply. Riverside's signed purchase order was the offer. MedPro's confirmation was a definite expression of acceptance. It repeated the dickered terms but added indemnity and arbitration provisions. Those are "additional terms," not part of the original offer. Between merchants, additional terms can become part of the contract only if certain conditions are met. One key limitation is that an additional term will not be incorporated if it would materially alter the contract. Clauses that change how disputes are resolved, such as mandatory arbitration provisions and broad indemnity requirements, often have significant practical and legal consequences. Courts frequently treat them as material alterations because they surprise or substantially shift risk. Here, the parties formed a contract for gowns based on the matching terms of the order and confirmation, and they performed under that contract. The arbitration clause was only a proposal for an added term. Because it is the kind of term that may materially alter the bargain, a court is unlikely to treat it as having silently become part of the contract. Riverside therefore cannot be compelled to arbitrate based solely on MedPro's boilerplate.

Rule tested

UCC § 2-207(2)

The additional terms are to be construed as proposals for addition to the contract. Between merchants such terms become part of the contract unless:

Related authority

UCC § 2-207(1)

A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms.

UCC § 2-207(2)(b)

they materially alter it; or

UCC § 2-207(3)

Conduct by both parties which recognizes the existence of a contract is sufficient to establish a contract for sale although the writings of the parties do not otherwise establish a contract. In such case the terms of the particular contract consist of those terms on which the writings of the parties agree, together with any supplementary terms incorporated under any other provisions of this Act.

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Select Course
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Business AssociationsShareholder and member litigation: direct, derivative, and class litigationLaw School

Priya, a shareholder of Valley Regional Hospital, filed a derivative action alleging that Valley's board approved above‑market leases with a real estate company owned by director Lopez. While the suit was pending, the board renegotiated the related‑party leases at significantly lower rates, saving Valley substantial annual costs. After the case was dismissed as moot, Priya moved for an order requiring Valley to reimburse her litigation expenses.

If the court finds that the derivative action produced a substantial benefit for Valley, how should it rule on Priya's motion for expenses?

ADeny the motion, because shareholders must always bear their own expenses.
BDeny the motion, because any benefit from the leases goes only to Priya.
CGrant the motion, because a substantial corporate benefit justifies shifting her expenses.
DGrant the motion, because the corporation expressly promised to reimburse Priya's costs.

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Your performance

Torts · Negligence

51/69 correct4h 18m studiedBar Exam
62%

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51 correct answers

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Essay prompt

Torts · Negligence — duty & breach

Level 2 · Exam-like fact pattern

Facts

Dana owns a corner café. After a winter storm, ice forms on the sidewalk directly in front of her entrance. Dana notices the ice at 7:00 a.m. but opens for business without salting or posting a warning. At 8:15 a.m., Paul, a regular customer, slips on the ice while entering, fractures his wrist, and sues Dana for negligence.

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Discuss whether Dana owed Paul a duty of care and whether she breached that duty. Analyze both sides and conclude.

Compare a sample submission to the model

Your submission

Incomplete — gaps the model fills

The issue is whether Dana is liable to Paul for negligence. Dana owed Paul a duty because he was a customer at her café. Landowners have to keep their property safe. Paul slipped on ice in front of the entrance, so Dana breached by not salting the sidewalk. Dana might say the storm just happened, but she still should have put up a sign. Therefore Dana breached her duty and is liable.

Model answer

Attorney-written for maximum points

The issues are (1) whether Dana owed Paul a duty of care as a business invitee, and (2) whether she breached that duty by failing to salt or warn about ice she had actually noticed. A landowner owes invitees a duty to use reasonable care to keep the premises reasonably safe and to warn of known latent dangers. Actual notice of a hazardous condition triggers a duty to remedy it within a reasonable time or warn. Paul was an invitee: he entered for Dana’s business purpose. Dana had actual notice at 7:00 a.m. and still opened without salting or warning. A jury could find breach. Dana may argue the storm was recent and that a short interval before remediation was reasonable — but opening for customers without any warning undercuts that defense. Dana owed Paul a duty of care and likely breached it by failing to remedy or warn about ice she had actually seen before inviting customers onto the sidewalk.

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Performance Task · Brief

Persuasive brief

Other torts · Claims based on defamation and invasion of privacy, defenses, and constitutional limitations

Dr. Elena Vargas of EcoConsult LLC seeks representation against Citizens for Clean Groundwater and the Middleburg Gazette. On May 12, 2026, the coalition distributed leaflets at a town meeting accusing Dr. Vargas of falsifying groundwater tests for the Apex Landfill project and concealing 2018 EPA sanctions that suspended her license.… Prepare a persuasive brief analyzing liability under Franklin authorities. Apply Restatement (Second) of Torts §§ 558 and 559 to determine whether the statements constitute false and defamatory communications, whether unprivileged publication occurred through leaflets, speech, ar…

  • Focus only on defamation under §§ 558 and 559 and related false-light privacy issues
  • Do not address other privacy torts or affirmative defenses

Memorandum to Examinee

Memorandum · May 20, 2026 · Dana Carraway → Examinee

Memorandum Buckman & Carraway Attorneys at Law 240 West End Highway Middleburg, Franklin 33905 To: Examinee From: Dana Carraway Date: May 20, 2026 Re: Vargas v. Citizens for Clean Groundwater and Middleburg Gazette Dr. Elena Vargas, an environmental scientist at EcoConsult LLC, seeks our representation in a defamation and invasion of privacy action. The defendants are the citizen group Citizens for Clean Groundwater and the Middleburg Gazette. On May 12, 2026, the group distributed leaflets at a town meeting accusing Dr. Vargas of falsifying groundwater test results for the Apex Landfill project and concealing 2018 EPA sanctions that suspended her license for six months. On May 18, 2026, group leader Martin Hale repeated these claims in a public speech. The Gazette published an article on June 1, 2026, repeating the accusations. The group's website also posted cropped intimate photographs taken from Dr. Vargas's personal social media account, presented without context to suggest professional impropriety. Dr. Vargas denies any falsification or sanctions. […]

Model answer

The Statements Are False and Defamatory Communications

Rule

  • Restatement (Second) of Torts § 559 defines a defamatory communication as one tending to harm reputation by lowering estimation in the community or deterring association.
  • Section 558(a) requires a false and defamatory statement concerning another as the first element of defamation liability.

Application

  • Flyers accused Dr. Vargas of falsifying Apex tests and concealing 2018 EPA sanctions; transcript and article repeated identical claims; Henderson and Rivera confirm such professional-misconduct accusations qualify as defamatory per se.
  • Dr. Vargas denies falsification or sanctions; case file establishes statements are false; Mendez holds similar accusations lower professional reputation.

Conclusion

  • All publications satisfy the false-and-defamatory element under §§ 558(a) and 559.

Defendants Made Unprivileged Publications to Third Parties

Rule

  • Restatement § 558(b) requires an unprivileged publication to a third party; § 577 defines publication as intentional or negligent communication to one other than the defamed and treats each repetition as a separate publication.

Application

  • Leaflets distributed at town meeting reached attendees; Hale speech at May 18 meeting communicated to audience; Gazette article reached subscribers; website posts reached online viewers; Rivera and Mendez hold each medium constitutes separate publication.
  • No privilege applies; defendants intentionally disseminated to third parties.

Conclusion

  • Multiple unprivileged publications to third parties occurred via leaflets, speech, article, and website.

Defendants Acted with Fault Amounting at Least to Negligence

Rule

  • Restatement § 558(c) requires fault at least amounting to negligence on the part of the publisher.

Application

  • Coalition failed to verify public records before accusing Vargas of sanctions; Gazette published without contacting Vargas or checking licensing records; Henderson and Rivera hold failure to verify readily available information satisfies negligence.
  • Mendez confirms negligence when coalition made no reasonable inquiry before publication.

Conclusion

  • Defendants acted with at least negligence.

Statements Are Actionable Irrespective of Special Harm

Rule

  • Restatement § 558(d) requires either actionability irrespective of special harm or existence of special harm; professional-misconduct statements are typically actionable per se.

Application

  • Accusations of falsifying tests and concealing sanctions impute professional dishonesty; Henderson and Rivera hold such statements actionable without special harm.
  • No proof of special damages needed.

Conclusion

  • Statements are actionable per se under § 558(d).

Multiple Publications Create Separate Liabilities

Rule

  • Section 577(2)–(3) provides each repetition constitutes a separate publication and one who repeats is liable as if originating the statement.

Application

  • Leaflets, Hale speech, Gazette article, and website posts each repeat the core accusations; Rivera explicitly treats each as an independent cause of action.

Conclusion

  • Four separate publications support independent defamation claims.

Out-of-Context Photographs Support False-Light Privacy Liability

Rule

  • Mendez recognizes that posting cropped personal photographs without context alongside defamatory text raises false-light invasion-of-privacy claims independent of defamation.

Application

  • Website displayed cropped beach and party photos from Vargas's personal Instagram with text implying professional impropriety; Rivera notes such photographs raise separate false-light concerns; Mendez reverses summary judgment on identical facts.

Conclusion

  • Privacy claim is independently viable.

Conclusion: Liability Established on All Elements

  • Every element of Restatement §§ 558 and 559 is satisfied by the leaflets, speech, article, and website; photographs add false-light liability; Henderson, Rivera, and Mendez compel denial of any dispositive motion and support proceeding to trial.

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Consideration

/kənˌsɪdəˈreɪʃən/noun

  1. 1

    A bargained-for exchange of legal value that makes a promise enforceable as a contract.

  2. 2

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Points accumulate as you do real work and convert into a discount on your subscription. They never expire, and you keep earning them on the free plan before you ever pay.

Earn on any plan. Applies as a discount once you are on a paid plan.

I literally get paid to study… how is this real?

Leo F., 1L
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  • Earned for work that counts

    Points come from first-time correct answers, graded essays scored on the rubric, and completed performance tasks — harder work is worth more.

  • They become money off

    Your balance converts into a credit on your monthly invoice, shown as its own line so you can see exactly what your studying saved.

  • They never expire

    Nothing resets monthly and nothing is lost by taking a break. The balance is yours.

  • Earn before you pay

    Points accumulate while you are on the free plan, so the balance is already waiting if you upgrade later.

  • Visible as you go

    Your balance and the discount it currently buys sit in your settings, next to accuracy and progress.

  • Stacks with other discounts

    Points still apply when you are on Study Buddy pricing, so the credit shows up on top of the lower monthly rate.

Watch study points become credit

See how completed work lands on the ledger and converts into money off your plan.

Multiple choice
4,670 study points
Essays
1,570 study points
Performance tasks
1,040 study points

Total points

7,280 study points

Monthly discount

$7.28

10 pts = $0.01 off

Start free. Stay free as long as you like.

Basic is a real plan that will get you real results. You can start boosting your exam scores today without any obligations, hidden fees, or surprise upcharges.

We give so much value for free because we were once in your shoes and genuinely want you to succeed — and once you see results, we hope you crave even more and upgrade later.

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  • Get results today

    You'll get everything you need to start boosting your exam scores, step-by-step.

  • Upgrade anytime

    There's no hidden fees, trial window, or sudden upcharges — upgrade anytime you want, or stick with free if that works best for you.

  • Your points carry over

    You can earn points on Basic and use them later when you upgrade to Pro for a discount.

(No card required.)

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