CONTRACTS & SALES — FREE MBE PRACTICE QUESTIONS
A free sample of NCBE-style Contracts & Sales questions with full per-choice explanations. Click “Reveal” after you commit to an answer. Pair these with the Contracts & Sales Master Outline and its one-sheet.
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QUESTION 1 — UCC § 2-206 - Acceptance by Shipment and Contract Formation Timing (hard)
Buyer Apex Kitchens sent a purchase order for 500 commercial ovens at $2,000 each, stating no liability for consequential damages. Seller HeatPro shipped 500 conforming ovens with an invoice disclaiming all consequential damages. Apex accepted the ovens, then sent a letter attempting to add a new consequential-damages cap of $50,000. HeatPro never agreed. Apex later sought lost-profits damages from a delayed shipment on a later order. Is Apex bound by HeatPro's consequential-damages disclaimer on the accepted shipment contract?
(A) Yes, because HeatPro's shipment constituted acceptance and the disclaimer became part of the contract under UCC § 2-207.
(B) Yes, only if Apex signed HeatPro's invoice before using the ovens.
(C) No, because Apex's purchase order controlled and rejected consequential-damages disclaimers.
(D) No, because consequential damages cannot be limited in commercial oven sales.
► Reveal answer & explanations
Correct answer: A. Correct. Under UCC § 2-206 and § 2-207, shipment of conforming goods can constitute acceptance, and additional terms in the confirming invoice may become part of the contract between merchants unless objected to.
Why the others are wrong:
(B) Incorrect. Merchant parties need not sign for additional terms to become part of the contract under § 2-207 between merchants.
(C) Incorrect. A buyer's order does not automatically control when the seller accepts by performance with different terms in a merchant transaction.
(D) Incorrect. Consequential damages may be limited or disclaimed subject to UCC rules and unconscionability limits.
Black-letter rule: UCC § 2-206 permits acceptance by shipment of conforming goods; between merchants, UCC § 2-207 allows additional terms in acceptance or confirmation to become part of the contract unless they materially alter the offer or are objected to.
Trap: Assumes buyer's order always governs after seller ships conforming goods.
Memory hook: Ship conforming goods = accept; merchant forms battle under 2-207.
QUESTION 2 — UCC Contract Interpretation - Course of Dealing vs. Usage of Trade (hard)
For three years, supplier and buyer always shipped goods FOB buyer's plant per their invoices. A trade association usage in the industry requires FOB seller's warehouse unless otherwise agreed. Their new contract was silent on delivery terms. Supplier shipped FOB its warehouse; buyer rejected, citing past practice. What delivery term governs?
(A) FOB seller's warehouse, because usage of trade always overrides course of dealing.
(B) FOB buyer's plant, because course of dealing prevails over conflicting usage of trade under UCC § 1-303(c).
(C) FOB buyer's plant, only if the contract expressly incorporated past practice.
(D) Neither; the contract is void for indefiniteness.
► Reveal answer & explanations
Correct answer: B. Correct. When course of dealing and usage of trade conflict, course of dealing prevails over usage of trade under UCC § 1-303(c).
Why the others are wrong:
(A) Incorrect. UCC § 1-303 ranks express terms first, then course of performance, course of dealing, and usage of trade.
(C) Incorrect. Course of dealing may supply terms without express incorporation when the contract is silent.
(D) Incorrect. UCC gap-fillers supply delivery terms rather than voiding merchant contracts.
Black-letter rule: UCC § 1-303(c): express terms control; then course of performance, course of dealing, and usage of trade; when course of dealing and usage of trade conflict, course of dealing prevails.
Trap: Assumes industry usage always beats parties' past practice.
Memory hook: UCC 1-303: express > performance > dealing beats usage.
QUESTION 3 — Contracts - Breach of Contract Damages and Mitigation (medium)
Buyer contracted to buy 1,000 widgets at $10 each from Seller. Seller breached. Market price rose to $14. Buyer covered by buying substitute widgets at $14 and lost a $5,000 profit on a resale contract because the substitute shipment arrived two days late. What damages can Buyer recover?
(A) Only $4,000 cover damages ($4 price difference times 1,000 widgets).
(B) $4,000 cover damages plus $5,000 lost profit if the resale loss was foreseeable consequential damages.
(C) Only $5,000 lost profit, because cover damages are penal.
(D) $14,000, representing full replacement cost regardless of contract price.
► Reveal answer & explanations
Correct answer: B. Correct. Buyer may recover cover damages plus foreseeable consequential damages such as lost profits on known resale contracts.
Why the others are wrong:
(A) Incorrect. Foreseeable consequential damages from breach may be recovered in addition to cover damages.
(C) Incorrect. Cover damages are a primary remedy, not barred when consequential damages exist.
(D) Incorrect. Damages are measured by contract breach formulas, not full replacement price alone.
Black-letter rule: A breaching seller's damages include cover price difference and foreseeable consequential damages such as lost profits on collateral contracts when foreseeable at formation.
Trap: Limits recovery to price differential without consequential losses.
Memory hook: Cover spread plus foreseeable lost profit if breach hurt resale.
QUESTION 4 — Contracts - Divisible Contracts (medium)
Contractor agreed to remodel two unrelated client offices for $20,000 each, with separate payment due upon completion of each office. Contractor finished the first office but abandoned the second. Client paid nothing. Can Contractor recover for the completed office?
(A) No, because Contractor breached the entire contract by abandoning the second office.
(B) No, unless the contract expressly labeled each job independent.
(C) Yes, if the contract is divisible and performance of each office is separate consideration for its payment.
(D) Yes, only if Client accepted the partial performance of both offices.
► Reveal answer & explanations
Correct answer: C. Correct. When a contract is divisible with separate consideration for each performance, substantial performance of one unit allows recovery for that unit minus damages for breach of the other.
Why the others are wrong:
(A) Incorrect. Divisible contracts permit recovery for completed units despite breach on another.
(B) Incorrect. Divisibility may be inferred from separate performances and separate payments even without an express label.
(D) Incorrect. Recovery depends on divisibility and substantial performance, not acceptance of both units.
Black-letter rule: A divisible contract treats each performance as separate consideration; a party who substantially performs one unit may recover for that unit despite breach of another.
Trap: Denies any payment after breach of one divisible unit.
Memory hook: Two jobs, two prices — finish one, get paid for one.
📝 Want the full bank? These are a free sample. Drill thousands of NCBE-style MBE questions — with per-choice rationales, named trap analysis, an adaptive weak-spot engine, and a predicted-score tracker — at MBEMax. Your first 10 MBE questions and the entire MPRE bank are free. Part of the ALL4JDS / Bar Exam Project family.
Keep studying: Contracts & Sales Master Outline · Contracts & Sales One-Sheet · How to Attack the MBE.