Welcome to the World of Contracts!

In the REG (Regulation) section of the CPA exam, Business Law makes up a significant portion of your score. Contracts are the foundation of almost every business transaction. Whether you are buying a cup of coffee or auditing a multi-million dollar construction project, a contract is likely involved. Don't worry if this seems like a lot of "legalese" at first—we are going to break it down into simple, logical pieces that make sense in the real world.

1. The Basics: Common Law vs. UCC

Before we dive in, you must know there are two sets of "rules" for contracts. Knowing which one to apply is half the battle!

  • UCC Article 2 governs sales of goods; other UCC articles address other commercial transactions. Common law generally governs services and real estate. Contract formation ordinarily requires offer, acceptance and consideration, with capacity, legality and applicable form requirements; statutory exceptions and doctrines such as promissory estoppel can change the analysis.

Quick Review: If you hire an accountant to do your taxes, use Common Law (Service). If you buy a laptop for your office, use UCC (Goods).

2. Contract Formation: The "Legally Binding" Recipe

UCC Article 2 governs sales of goods; other UCC articles address other commercial transactions. Common law generally governs services and real estate. Contract formation ordinarily requires offer, acceptance and consideration, with capacity, legality and applicable form requirements; statutory exceptions and doctrines such as promissory estoppel can change the analysis.

A. The Offer

An offer is a promise to do (or not do) something. To be valid, it must show intent to enter a contract and be communicated to the other person. Under Common Law, the offer must be "definite."

Memory Aid: For Common Law offers, remember RISE terms must be clear (Price, Quantity, Time, etc.).

B. Acceptance

Under common law, a purported acceptance conditioned on different terms is generally a counteroffer. An unconditional acceptance accompanied by a mere request for a change need not be a counteroffer. UCC 2-207 has different rules for additional or different terms in goods transactions; merchant status and express conditions matter.

The Mailbox Rule: This is a classic CPA exam favorite. Acceptance is generally effective when sent (dropped in the mailbox), not when received.
Example: If you mail your acceptance on Monday, the contract is formed on Monday, even if the other person doesn't get the letter until Thursday.

C. Consideration

Consideration is the "price" of the contract. Both parties must give up something of legal value. It doesn't have to be money; it could be a promise to perform a service or a promise to stop doing something you have a legal right to do.

Common Mistake to Avoid: "Past consideration" is no consideration. If your boss says, "Because you did such a great job last year, I’ll give you a $5,000 bonus," that is a gift, not a contract, because the work was already done.

UCC Article 2 governs sales of goods; other UCC articles address other commercial transactions. Common law generally governs services and real estate. Contract formation ordinarily requires offer, acceptance and consideration, with capacity, legality and applicable form requirements; statutory exceptions and doctrines such as promissory estoppel can change the analysis.

3. Defenses: Why a Contract Might Be Invalid

Sometimes you have an offer, acceptance, and consideration, but the contract is still "bad." We call these defenses. Some make a contract Void (it never existed) and others make it Voidable (one party can choose to back out).

Fraud (The MAIDS Mnemonic)

To prove fraud, you need to show:

  1. Material Misrepresentation of fact.
  2. Actual and justifiable reliance by the victim.
  3. Intent to induce reliance.
  4. Damages (the victim lost money).
  5. Scienter (the person lied on purpose).

Statute of Frauds: When things MUST be in writing

Most oral contracts are legal, but some are so important they must be in writing to be enforceable. Think of MY LEGS:

  • M: Marriage (contracts where marriage is the consideration).
  • Y: Year (contracts that cannot be performed within one year).
  • L: Land (buying or selling real estate).
  • E: Executor (promises to pay estate debts out of your own pocket).
  • G: Goods for \( \$500 \) or more.
  • S: Suretyship (promising to pay someone else's debt).

The common-law one-year Statute of Frauds rule concerns agreements that, by their terms, cannot be fully performed within one year from making the agreement. Expected or actual duration alone is not the test. A contract performable within a year may still require a writing under another rule, such as an interest in land or applicable UCC goods rules; state-law exceptions must be considered.

4. Third-Party Rights

Usually, only the people who signed the contract have rights. However, there are exceptions:

  • Assignment: Giving your rights to someone else (e.g., "Pay my friend instead of me").
  • Delegation: Giving your duties to someone else (e.g., "I'm too busy, so my friend will paint your house"). Note: You are still liable if your friend does a bad job!
  • Third-Party Beneficiary: If the contract was specifically made to benefit a third person (like a life insurance policy), that person can sue to enforce it.

5. Discharge and Breach

How does a contract end? Usually, by everyone doing what they promised (Performance). But sometimes, things go wrong.

A. Breach

If one party doesn't do what they promised, it's a breach.
- Material Breach: The failure is so big the other party is excused from performing and can sue for damages.
- Minor Breach: You still got most of what you wanted, so you still have to pay, but you can deduct a little bit for the minor mistake.

B. Remedies (Money!)

The goal of contract law is to put the "injured" person in the position they would have been in if the contract had been performed.
- Compensatory Damages: This pays for the actual loss (e.g., the extra cost to hire someone else).
- Liquidated Damages: A specific amount of money written into the contract ahead of time in case of a breach. These must be reasonable and not a "penalty."

Quick Review Box:
- Common Law = RISE.
- UCC = Goods.
- Fraud = MAIDS.
- Writing required = MY LEGS.
- Acceptance = Mailbox Rule.

Closing Encouragement

Contracts might seem dense, but they follow a logical flow: Did we make a deal? Was it a fair deal? Was it in writing if it needed to be? If someone broke it, how do we fix it? Keep these core questions in mind, and you'll navigate the REG contract questions with confidence!