July 2019 · ORIGINAL INSTRUCTIONAL EXAMPLE

Essay 5: Contracts & Remedies
Sample Answer & Question Pointers

July 2019 California Bar Examination · Fact-specific analysis, an issue outline, and pointers on the official question.

By Bar Exam Doctor · Published November 4, 2026

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This is an original, ungraded instructional response. It is not an official State Bar selected answer, a scored student submission, or a claim of attorney review. Use it to compare reasoning and organization after attempting the question. Alternative reasoned analyses may be possible.

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The actual question, with pointers

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Official source page 7

QUESTION 5 Sam owned a classic 1965 Eris automobile. Only 500 such cars were made and they are considered highly valuable. Sam and Art, a classic car specialist, signed a valid written contract. The contract stated in its entirety: Art will serve as Sam’s exclusive agent3 in selling his Eris car. Upon successful sale, Art will earn a commission equal to 10% of the sale price. A few days later, Sam showed his Eris to Bob, who had learned of the car when he saw a “For Sale” sign Sam had decided to place on it while parked in his driveway. Bob, wanting to add the Eris to his personal collection, mailed Sam a signed letter1 later that day offering to pay $250,000 for the car. When Sam received the letter, he telephoned Bob and said he accepted the offer. They agreed to meet the following week for payment and exchange of title. Sam then called Art and said he was terminating their agreement. The next day, Charlie saw an advertisement for Sam’s Eris in a classic car trade publication. Art had placed the ad prior to Sam terminating their agreement. Charlie drove to Sam’s house and offered $300,000 for the car and said he would mail a written contract to Sam that day. Sam said he would “think about it.” He did not inform Charlie of his agreement with Bob. When Charlie’s contract arrived, Sam signed it, placed it in a stamped envelope addressed to Charlie, and dropped it in the mailbox2. Sam died in his sleep that night. His will left all his property to his only relative, a nephew named Ned. Ned wants to keep the Eris. As a result, Bob and Charlie filed timely claims against Sam’s estate seeking title to the car. Art filed a timely claim seeking a 10% sales commission. What contract rights and remedies, if any, do each of the following parties have against Sam’s estate: 1. Bob? Discuss. 2. Charlie? Discuss. 3. Art? Discuss.

Before you write: issue outline

  1. Apply the UCC writing requirement separately against each party to be charged.
  2. Determine when Charlie’s mailed acceptance became effective relative to Sam’s death.
  3. Distinguish exclusive agency from an exclusive right to sell and trace the buyer Art procured.

1. Bob's sale agreement

The Eris is movable personal property, so its sale is governed by Article 2 of the UCC. Bob's signed letter offered $250,000 for the identified car, and Sam accepted by telephone. The planned later meeting for payment and transfer is consistent with an already formed agreement, rather than necessarily a condition that no contract exist until delivery. The subject and price are definite, and Sam's death does not ordinarily eliminate an existing contractual obligation of his estate.

Enforceability presents a separate problem. A sale of goods for $500 or more ordinarily requires a sufficient writing signed by the party against whom enforcement is sought, identifying a sale and a quantity. Bob's letter is signed by Bob, not Sam. Bob is asserting the contract against Sam's estate, so his own signature ordinarily does not satisfy the writing requirement against that defendant. The car's uniqueness does not itself eliminate the statute of frauds.

No payment or delivery occurred, and the goods were not specially manufactured for Bob. The merchant-confirmation exception does not appear applicable to this private seller and collector, and the letter was an offer rather than a written confirmation of a prior oral agreement. If the estate admits the agreement in the relevant judicial setting, an admission exception may permit enforcement to the admitted extent; the facts do not say it has done so. An oral telephone acceptance alone is insufficient.

Accordingly, Bob has a formed but ordinarily unenforceable sale agreement unless an exception or additional signed memorandum can be shown. If enforceable, the rare model, limited production, and collector character strongly support specific performance under UCC section 2-716 because a substitute may be unavailable. He also may seek appropriate breach damages measured under Article 2 and supported by market or cover evidence. Charlie's $300,000 offer suggests a possible value differential but is not automatically a final market valuation. Without overcoming the writing defense, however, neither specific performance nor ordinary contract damages follows merely from the prior oral acceptance.

2. Charlie's agreement

Charlie's initial $300,000 proposal was not accepted when Sam said he would think about it. That response did not itself promise a sale. Charlie then mailed a written contract embodying his offer. Sam signed it, addressed the acceptance to Charlie, and placed it in the mail before dying that night.

Absent a contrary required method or receipt condition, acceptance by an authorized reasonable medium ordinarily becomes effective on proper dispatch under the mailbox rule. Charlie's use of a mailed contract reasonably invited a mailed acceptance. Sam therefore accepted before death. His later death cannot revoke an offer that had already resulted in a contract. Even if delivery of the document occurred afterward, that timing does not ordinarily defeat an acceptance already effective on mailing.

Sam's signed written contract satisfies the statute of frauds against his estate, assuming the identified car and sale terms are in the document as described. Unlike Bob's case, the party to be charged supplied the signature. Sam's earlier agreement with Bob does not automatically prevent formation of the second contract; it may create inconsistent obligations and breach exposure, but the estate cannot simply deny Charlie's contract because Sam had privately promised the car elsewhere.

Ned inherits subject to enforceable estate obligations. A devise of all property is not a right to keep property free of valid contracts made before death. Charlie likely can obtain specific performance because only 500 examples of this highly valuable classic model were made and it was individually identified. The court should consider whether a substantially equivalent car is reasonably obtainable, but the facts strongly support uniqueness and inadequate damages. If specific performance is unavailable or the car must go to another claimant, Article 2 expectation and incidental or consequential damages may be available upon appropriate proof. The estate cannot necessarily satisfy the obligation simply by returning a deposit, particularly since none is described.

3. Competing claims to the same car

Formation, enforceability, and present title are distinct. Neither proposed buyer received possession or the title documents before Sam died, and the parties planned a later exchange. The facts do not establish a completed delivery to either purchaser or a buyer-in-ordinary-course priority question involving a dealer. One should not assume that mailing an offer or signing a contract instantly resolved every ownership issue in the identified goods.

On the supplied facts Charlie has the stronger enforceable claim because Sam signed his agreement and accepted before death. Bob's earlier agreement matters if he overcomes the statute of frauds, but an earlier oral bargain does not automatically defeat Charlie's right to relief. A court faced with two enforceable obligations would have to determine the proper equitable and title consequences and any notice-related issues from the actual facts. It cannot order the single car delivered to both. Damages would be the alternative for a disappointed party with a valid enforceable claim. There is no indication that Charlie knew of Bob's agreement, since Sam expressly withheld it.

4. Art's agency contract

Sam's signed agreement appoints Art exclusive agent and promises a ten-percent commission on a successful sale. This is an agency-services agreement rather than itself a sale of goods to Art. A reasonable-efforts obligation by the professional agent can supply consideration, and Art in fact placed an advertisement. The absence of an express duration does not make every part of the agency arrangement meaningless.

Exclusive agency ordinarily means Sam may not employ another competing agent but may sell personally without owing the exclusive agent a commission, unless the contract provides an exclusive right to sell regardless of who procures the buyer. The quoted writing uses exclusive agent, not a clear unconditional right to a commission on any sale. Bob saw Sam's own sign, approached Sam, and did not come through Art. Thus, a completed personal sale to Bob ordinarily would not earn Art a $25,000 commission simply because the agency was exclusive.

Sam had power to terminate the agency, which was not a power coupled with an ownership interest merely because Art hoped to earn a commission. Whether an abrupt termination also breached the contract depends on its reasonable duration and terms; a power to revoke does not necessarily eliminate damages for wrongful revocation. Death would also terminate ordinary ongoing agency authority, but not extinguish compensation already earned or an existing damages claim.

Charlie is different from Bob: he saw the advertisement Art placed while authorized and came to buy because of it. That links Art's work to the $300,000 sale. Under the procuring-cause principle, a principal ordinarily cannot avoid an earned commission merely by revoking authority after the agent's effective efforts and personally completing the resulting transaction. The estate can argue Art did not personally negotiate and that successful sale requires more than a contract awaiting performance. Art can respond that his authorized advertisement produced a ready buyer on terms Sam accepted and that the estate cannot defeat compensation by refusing its own enforceable sale obligation.

Art therefore has a substantial claim to the ten-percent commission on Charlie's $300,000 transaction, or $30,000, subject to the contract's proper interpretation of when a sale is successful and whether it is completed or prevented by the seller. The stronger result is compensation for the buyer his work procured, rather than a commission on Bob's independent approach. Ned's preference to keep the car does not itself nullify either Charlie's enforceable rights or Art's associated compensation claim.

Sources and further comparison

The official question controls its facts and jurisdiction. These responses address the exam scenario; subsequent legal changes and other fact patterns may require a different analysis. The PT uses the supplied fictional Columbia library, which must not be replaced with outside law.