CON 3990V CERTIFICATION EXAM 2025/2026 COMPLETE
ACCURATE EXAM ACTUAL QUESTIONS AND CORRECT
VERIFIED ANSWERS (DETAILED ANSWERS) - 143
Questions
Section 1: Contract Formation and Types (Questions 1-15)
1 A software company sends a signed email to a vendor stating: 'We offer to purchase 1000 licenses at $50 each,
delivery by June 1. This offer is irrevocable for 30 days.' The vendor receives the email on May 1. On May 5,
the software company sends a revocation via overnight mail, which arrives on May 6. On May 7, the vendor
mails an acceptance. Which of the following best describes the legal status?
A) A contract was formed on May 7 because the offer was irrevocable under the UCC firm offer rule.
B) No contract was formed because the revocation was effective upon dispatch on May 5.
C) No contract was formed because the revocation was received before acceptance was dispatched.
D) A contract was formed on May 7 because the acceptance was dispatched before the revocation could be
effective under the mailbox rule.
Answer: A
Rationale: The offer is a firm offer under UCC 2-205 because it is made by a merchant in a signed writing giving
assurance that it will be held open. It is irrevocable for the stated 30 days, so the revocation is ineffective.
Acceptance by mail is effective upon dispatch (mailbox rule), so a contract formed on May 7.
2 A homeowner says to a roofer, 'If you replace my roof by Friday, I will pay you $5,000.' The roofer does not
reply but begins work on Wednesday and completes the roof on Thursday. Which of the following best
characterizes this contract?
A) Unilateral contract formed by performance of the act requested.
B) Bilateral contract formed when the roofer began performance.
C) Implied-in-fact contract formed by the conduct of the parties.
D) Quasi-contract to prevent unjust enrichment.
Answer: A
Rationale: The homeowner's offer promises payment in exchange for an act (completing the roof). The roofer
accepts by performing the requested act, forming a unilateral contract. Beginning work is not acceptance; only full
performance completes the contract.
3 A buyer sends a purchase order for 100 widgets at $10 each. The seller responds with an acknowledgment form
that includes an arbitration clause. The buyer does not object and accepts delivery of the widgets. Under UCC
2-207, which of the following is true?
A) The arbitration clause is part of the contract because the buyer accepted the goods.
B) The contract consists of the terms on which the writings agree, and the arbitration clause is a proposed
addition that becomes part of the contract unless objected to.
C) The contract consists of the terms on which the writings agree, and the arbitration clause is a material
alteration that does not become part of the contract.
D) No contract is formed because the acknowledgment is a counteroffer.
Answer: C
Rationale: Under UCC 2-207, additional terms in a definite and seasonable expression of acceptance become part of
,the contract unless they materially alter it. An arbitration clause is typically a material alteration. Therefore, the
contract includes the original terms without the arbitration clause.
4 A promises to pay B $1,000 if B stops smoking for one year. B has never smoked. B refrains from smoking for
one year. Which of the following is correct regarding consideration?
A) There is valid consideration because B gave up a legal right to smoke.
B) There is no consideration because B did not suffer a legal detriment.
C) There is valid consideration because B performed the requested act.
D) There is no consideration because the promise was conditional.
Answer: B
Rationale: Consideration requires a bargained-for exchange of legal detriment. B's refraining from smoking is not a
legal detriment because B had no legal right to smoke (smoking is not a legally protected activity). Therefore, no
contract.
5 A landlord and tenant have an oral lease for two years. After one year, the landlord agrees in writing to reduce
the rent by $200 per month for the remaining year because the tenant complained about maintenance issues. The
tenant pays the reduced rent. Is the modification enforceable?
A) Yes, because the modification is in writing and supported by consideration (the tenant's continued
occupancy).
B) Yes, because the modification is in writing and the tenant relied to his detriment.
C) No, because the modification lacks new consideration.
D) No, because the lease is required to be in writing under the Statute of Frauds.
Answer: C
Rationale: Under the preexisting duty rule, a promise to do what one is already legally obligated to do is not
consideration. The tenant was already obligated to pay the original rent. The landlord's promise to reduce rent is
unenforceable without new consideration. The writing does not substitute for consideration.
6 A company promises to pay a former employee $10,000 per month for life if the employee agrees not to
compete for two years. The employee agrees. After two years, the employee begins competing. The company
stops payments. Which of the following is most accurate?
A) The promise to pay for life is unenforceable because the consideration (non-compete) is completed after two
years, leaving the remaining payments unsupported.
B) The entire contract is void for lack of mutuality of obligation.
C) The contract is enforceable as a unilateral contract for the two-year period, but the lifetime payments beyond
that are gratuitous.
D) The contract is enforceable as a bilateral contract, and the company must continue payments for life.
Answer: A
Rationale: Consideration must be bargained-for exchange. The employee's promise not to compete for two years is
the consideration for the employer's promise to pay $10,000 per month. However, the payments are to continue for
life, which extends beyond the period of performance. The future payments after two years lack consideration,
making them unenforceable unless there is additional consideration.
7 A contractor submits a bid of $500,000 to build a warehouse. The owner says, 'That's too high; I'll pay
$450,000.' The contractor responds, 'I can't do it for that.' The owner then says, 'OK, I accept your original bid
of $500,000.' Which of the following is true?
A) A contract exists at $500,000 because the owner's final statement is an acceptance of the original offer.
B) No contract exists because the owner's counteroffer of $450,000 terminated the original offer.
,C) A contract exists at $450,000 because the contractor's response was a rejection of the counteroffer.
D) No contract exists because the contractor's response was a rejection of the original offer.
Answer: B
Rationale: The owner's statement 'I'll pay $450,000' is a counteroffer, which terminates the original offer of
$500,000. The contractor's rejection of the counteroffer does not revive the original offer. The owner's later attempt
to accept the original offer is ineffective because that offer no longer exists.
8 A student orally agrees to tutor a classmate in exchange for a laptop worth $600. The tutoring is completed over
three months. The classmate refuses to give the laptop. Which of the following is most accurate?
A) The contract is unenforceable under the Statute of Frauds because it cannot be performed within one year.
B) The contract is enforceable because the student fully performed.
C) The contract is unenforceable because the value exceeds $500 and there is no writing.
D) The contract is enforceable because it is a contract for services, not goods.
Answer: B
Rationale: The Statute of Frauds requires a writing for contracts that cannot be performed within one year. Here, the
tutoring was completed in three months, so the contract is not within the Statute. Full performance by the student
takes the contract out of the Statute. The contract is for services, not goods, so the UCC $500 threshold does not
apply.
9 A seller offers to sell a painting to a buyer for $10,000. The buyer responds, 'I'll give you $8,000.' The seller
says, 'No.' The buyer then says, 'OK, I accept your $10,000 offer.' Which of the following best describes the
result?
A) A contract is formed at $10,000 because the buyer's final statement is an acceptance.
B) A contract is formed at $8,000 because the buyer's counteroffer was accepted by the seller's silence.
C) No contract is formed because the buyer's counteroffer terminated the original offer.
D) No contract is formed because the seller's rejection terminated the original offer.
Answer: C
Rationale: The buyer's response of '$8,000' is a counteroffer, which terminates the original $10,000 offer. The
seller's rejection of the counteroffer does not revive the original offer. The buyer's subsequent attempt to accept is
ineffective. No contract exists.
10 A contractor promises to build a deck for a homeowner for $5,000. The homeowner agrees. Before construction
begins, the contractor informs the homeowner that costs have increased and demands $6,000. The homeowner
reluctantly agrees to pay $6,000. After completion, the homeowner pays only $5,000. Which of the following is
correct?
A) The homeowner must pay $6,000 because the modification was agreed to.
B) The homeowner must pay $6,000 because the contractor's performance was a benefit to the homeowner.
C) The homeowner need only pay $5,000 because the modification lacked consideration.
D) The homeowner need only pay $5,000 because the modification was obtained by duress.
Answer: C
Rationale: The preexisting duty rule applies: the contractor was already obligated to build the deck for $5,000. The
promise to pay more is not supported by new consideration. Therefore, the modification is unenforceable, and the
original contract price governs. Duress may also be argued, but the core issue is lack of consideration.
11 A software company posts a job listing on its website stating, 'We are seeking a senior developer. Salary
negotiable. Please send your resume to HR.' A developer emails her resume and a cover letter stating, 'I accept
the position at $150,000 per year.' Has a contract been formed?
, A) Yes, because the developer accepted the offer by sending her resume.
B) Yes, because the job listing constitutes an offer and the developer's response is an acceptance.
C) No, because the job listing is merely an invitation to negotiate, not an offer.
D) No, because the developer's salary term is a counteroffer that rejects any implied offer.
Answer: C
Rationale: The job listing is an invitation to make an offer, not an offer itself. The developer's email is an offer,
which the company must accept to form a contract. Option C is correct; options A and B incorrectly treat the listing
as an offer. Option D is wrong because there was no prior offer to counter.
12 A supplier sends a signed contract to a buyer offering to sell 1,000 units at $100 each. The buyer's agent, who
has authority to accept offers up to $90,000, signs a copy and returns it with a note: 'We accept, but please
deliver by June 1 instead of July 1.' Under the UCC, what is the legal effect?
A) A contract is formed on the original terms because the agent lacked authority to modify delivery date.
B) A contract is formed on the buyer's terms because the modification is not a material alteration under the UCC.
C) No contract is formed because the buyer's response is a counteroffer.
D) The original offer is revoked because the agent exceeded authority.
Answer: C
Rationale: Under UCC 2-207, a definite and seasonable expression of acceptance that contains additional or
different terms is generally a counteroffer if the acceptance is expressly made conditional on assent to the new
terms. Here, the buyer's response changes a material term (delivery date), and the agent's authority limit does not
affect the formation analysis. Thus, it is a counteroffer, not an acceptance.
13 A landlord and tenant sign a lease agreement that includes a clause stating: 'This contract is subject to the tenant
obtaining a business license from the city within 30 days.' The tenant applies for the license but is denied due to
zoning laws. Which statement best describes the contract's status?
A) The contract is void because the condition precedent cannot be satisfied.
B) The contract is voidable at the tenant's option due to impossibility.
C) The contract is unenforceable because of mutual mistake.
D) The contract is valid but the landlord may sue for breach if the tenant fails to obtain the license.
Answer: A
Rationale: The clause creates a condition precedent to the landlord's obligation to perform. Since the condition
(obtaining a license) cannot be satisfied, no duty to perform arises, and the contract is void. Option B is wrong
because voidability requires a choice; here the condition fails. Option C is incorrect because there is no mistake
about facts at formation. Option D is wrong because the tenant is not in breach; the condition simply failed.
14 A manufacturer sends a letter to a retailer stating, 'We will sell you 500 units at $50 each. This offer remains
open for 10 days.' The retailer does not reply. Three days later, the manufacturer sells the units to another
buyer. The retailer then accepts the original offer. Which of the following is true?
A) The manufacturer's sale to the third party revoked the offer by operation of law.
B) The offer was irrevocable for 10 days because it stated a time period.
C) The retailer's acceptance is effective because the offer had not been revoked.
D) The offer was revoked when the manufacturer sold the units, but the retailer can sue for breach of an option
contract.
Answer: A
Rationale: Under common law, an offer can be revoked at any time before acceptance, even if it states it will remain
open, unless there is consideration for a separate option contract. The manufacturer's sale to a third party is an
indirect revocation that the retailer learned of (or should have learned of). Thus, the offer was revoked before
ACCURATE EXAM ACTUAL QUESTIONS AND CORRECT
VERIFIED ANSWERS (DETAILED ANSWERS) - 143
Questions
Section 1: Contract Formation and Types (Questions 1-15)
1 A software company sends a signed email to a vendor stating: 'We offer to purchase 1000 licenses at $50 each,
delivery by June 1. This offer is irrevocable for 30 days.' The vendor receives the email on May 1. On May 5,
the software company sends a revocation via overnight mail, which arrives on May 6. On May 7, the vendor
mails an acceptance. Which of the following best describes the legal status?
A) A contract was formed on May 7 because the offer was irrevocable under the UCC firm offer rule.
B) No contract was formed because the revocation was effective upon dispatch on May 5.
C) No contract was formed because the revocation was received before acceptance was dispatched.
D) A contract was formed on May 7 because the acceptance was dispatched before the revocation could be
effective under the mailbox rule.
Answer: A
Rationale: The offer is a firm offer under UCC 2-205 because it is made by a merchant in a signed writing giving
assurance that it will be held open. It is irrevocable for the stated 30 days, so the revocation is ineffective.
Acceptance by mail is effective upon dispatch (mailbox rule), so a contract formed on May 7.
2 A homeowner says to a roofer, 'If you replace my roof by Friday, I will pay you $5,000.' The roofer does not
reply but begins work on Wednesday and completes the roof on Thursday. Which of the following best
characterizes this contract?
A) Unilateral contract formed by performance of the act requested.
B) Bilateral contract formed when the roofer began performance.
C) Implied-in-fact contract formed by the conduct of the parties.
D) Quasi-contract to prevent unjust enrichment.
Answer: A
Rationale: The homeowner's offer promises payment in exchange for an act (completing the roof). The roofer
accepts by performing the requested act, forming a unilateral contract. Beginning work is not acceptance; only full
performance completes the contract.
3 A buyer sends a purchase order for 100 widgets at $10 each. The seller responds with an acknowledgment form
that includes an arbitration clause. The buyer does not object and accepts delivery of the widgets. Under UCC
2-207, which of the following is true?
A) The arbitration clause is part of the contract because the buyer accepted the goods.
B) The contract consists of the terms on which the writings agree, and the arbitration clause is a proposed
addition that becomes part of the contract unless objected to.
C) The contract consists of the terms on which the writings agree, and the arbitration clause is a material
alteration that does not become part of the contract.
D) No contract is formed because the acknowledgment is a counteroffer.
Answer: C
Rationale: Under UCC 2-207, additional terms in a definite and seasonable expression of acceptance become part of
,the contract unless they materially alter it. An arbitration clause is typically a material alteration. Therefore, the
contract includes the original terms without the arbitration clause.
4 A promises to pay B $1,000 if B stops smoking for one year. B has never smoked. B refrains from smoking for
one year. Which of the following is correct regarding consideration?
A) There is valid consideration because B gave up a legal right to smoke.
B) There is no consideration because B did not suffer a legal detriment.
C) There is valid consideration because B performed the requested act.
D) There is no consideration because the promise was conditional.
Answer: B
Rationale: Consideration requires a bargained-for exchange of legal detriment. B's refraining from smoking is not a
legal detriment because B had no legal right to smoke (smoking is not a legally protected activity). Therefore, no
contract.
5 A landlord and tenant have an oral lease for two years. After one year, the landlord agrees in writing to reduce
the rent by $200 per month for the remaining year because the tenant complained about maintenance issues. The
tenant pays the reduced rent. Is the modification enforceable?
A) Yes, because the modification is in writing and supported by consideration (the tenant's continued
occupancy).
B) Yes, because the modification is in writing and the tenant relied to his detriment.
C) No, because the modification lacks new consideration.
D) No, because the lease is required to be in writing under the Statute of Frauds.
Answer: C
Rationale: Under the preexisting duty rule, a promise to do what one is already legally obligated to do is not
consideration. The tenant was already obligated to pay the original rent. The landlord's promise to reduce rent is
unenforceable without new consideration. The writing does not substitute for consideration.
6 A company promises to pay a former employee $10,000 per month for life if the employee agrees not to
compete for two years. The employee agrees. After two years, the employee begins competing. The company
stops payments. Which of the following is most accurate?
A) The promise to pay for life is unenforceable because the consideration (non-compete) is completed after two
years, leaving the remaining payments unsupported.
B) The entire contract is void for lack of mutuality of obligation.
C) The contract is enforceable as a unilateral contract for the two-year period, but the lifetime payments beyond
that are gratuitous.
D) The contract is enforceable as a bilateral contract, and the company must continue payments for life.
Answer: A
Rationale: Consideration must be bargained-for exchange. The employee's promise not to compete for two years is
the consideration for the employer's promise to pay $10,000 per month. However, the payments are to continue for
life, which extends beyond the period of performance. The future payments after two years lack consideration,
making them unenforceable unless there is additional consideration.
7 A contractor submits a bid of $500,000 to build a warehouse. The owner says, 'That's too high; I'll pay
$450,000.' The contractor responds, 'I can't do it for that.' The owner then says, 'OK, I accept your original bid
of $500,000.' Which of the following is true?
A) A contract exists at $500,000 because the owner's final statement is an acceptance of the original offer.
B) No contract exists because the owner's counteroffer of $450,000 terminated the original offer.
,C) A contract exists at $450,000 because the contractor's response was a rejection of the counteroffer.
D) No contract exists because the contractor's response was a rejection of the original offer.
Answer: B
Rationale: The owner's statement 'I'll pay $450,000' is a counteroffer, which terminates the original offer of
$500,000. The contractor's rejection of the counteroffer does not revive the original offer. The owner's later attempt
to accept the original offer is ineffective because that offer no longer exists.
8 A student orally agrees to tutor a classmate in exchange for a laptop worth $600. The tutoring is completed over
three months. The classmate refuses to give the laptop. Which of the following is most accurate?
A) The contract is unenforceable under the Statute of Frauds because it cannot be performed within one year.
B) The contract is enforceable because the student fully performed.
C) The contract is unenforceable because the value exceeds $500 and there is no writing.
D) The contract is enforceable because it is a contract for services, not goods.
Answer: B
Rationale: The Statute of Frauds requires a writing for contracts that cannot be performed within one year. Here, the
tutoring was completed in three months, so the contract is not within the Statute. Full performance by the student
takes the contract out of the Statute. The contract is for services, not goods, so the UCC $500 threshold does not
apply.
9 A seller offers to sell a painting to a buyer for $10,000. The buyer responds, 'I'll give you $8,000.' The seller
says, 'No.' The buyer then says, 'OK, I accept your $10,000 offer.' Which of the following best describes the
result?
A) A contract is formed at $10,000 because the buyer's final statement is an acceptance.
B) A contract is formed at $8,000 because the buyer's counteroffer was accepted by the seller's silence.
C) No contract is formed because the buyer's counteroffer terminated the original offer.
D) No contract is formed because the seller's rejection terminated the original offer.
Answer: C
Rationale: The buyer's response of '$8,000' is a counteroffer, which terminates the original $10,000 offer. The
seller's rejection of the counteroffer does not revive the original offer. The buyer's subsequent attempt to accept is
ineffective. No contract exists.
10 A contractor promises to build a deck for a homeowner for $5,000. The homeowner agrees. Before construction
begins, the contractor informs the homeowner that costs have increased and demands $6,000. The homeowner
reluctantly agrees to pay $6,000. After completion, the homeowner pays only $5,000. Which of the following is
correct?
A) The homeowner must pay $6,000 because the modification was agreed to.
B) The homeowner must pay $6,000 because the contractor's performance was a benefit to the homeowner.
C) The homeowner need only pay $5,000 because the modification lacked consideration.
D) The homeowner need only pay $5,000 because the modification was obtained by duress.
Answer: C
Rationale: The preexisting duty rule applies: the contractor was already obligated to build the deck for $5,000. The
promise to pay more is not supported by new consideration. Therefore, the modification is unenforceable, and the
original contract price governs. Duress may also be argued, but the core issue is lack of consideration.
11 A software company posts a job listing on its website stating, 'We are seeking a senior developer. Salary
negotiable. Please send your resume to HR.' A developer emails her resume and a cover letter stating, 'I accept
the position at $150,000 per year.' Has a contract been formed?
, A) Yes, because the developer accepted the offer by sending her resume.
B) Yes, because the job listing constitutes an offer and the developer's response is an acceptance.
C) No, because the job listing is merely an invitation to negotiate, not an offer.
D) No, because the developer's salary term is a counteroffer that rejects any implied offer.
Answer: C
Rationale: The job listing is an invitation to make an offer, not an offer itself. The developer's email is an offer,
which the company must accept to form a contract. Option C is correct; options A and B incorrectly treat the listing
as an offer. Option D is wrong because there was no prior offer to counter.
12 A supplier sends a signed contract to a buyer offering to sell 1,000 units at $100 each. The buyer's agent, who
has authority to accept offers up to $90,000, signs a copy and returns it with a note: 'We accept, but please
deliver by June 1 instead of July 1.' Under the UCC, what is the legal effect?
A) A contract is formed on the original terms because the agent lacked authority to modify delivery date.
B) A contract is formed on the buyer's terms because the modification is not a material alteration under the UCC.
C) No contract is formed because the buyer's response is a counteroffer.
D) The original offer is revoked because the agent exceeded authority.
Answer: C
Rationale: Under UCC 2-207, a definite and seasonable expression of acceptance that contains additional or
different terms is generally a counteroffer if the acceptance is expressly made conditional on assent to the new
terms. Here, the buyer's response changes a material term (delivery date), and the agent's authority limit does not
affect the formation analysis. Thus, it is a counteroffer, not an acceptance.
13 A landlord and tenant sign a lease agreement that includes a clause stating: 'This contract is subject to the tenant
obtaining a business license from the city within 30 days.' The tenant applies for the license but is denied due to
zoning laws. Which statement best describes the contract's status?
A) The contract is void because the condition precedent cannot be satisfied.
B) The contract is voidable at the tenant's option due to impossibility.
C) The contract is unenforceable because of mutual mistake.
D) The contract is valid but the landlord may sue for breach if the tenant fails to obtain the license.
Answer: A
Rationale: The clause creates a condition precedent to the landlord's obligation to perform. Since the condition
(obtaining a license) cannot be satisfied, no duty to perform arises, and the contract is void. Option B is wrong
because voidability requires a choice; here the condition fails. Option C is incorrect because there is no mistake
about facts at formation. Option D is wrong because the tenant is not in breach; the condition simply failed.
14 A manufacturer sends a letter to a retailer stating, 'We will sell you 500 units at $50 each. This offer remains
open for 10 days.' The retailer does not reply. Three days later, the manufacturer sells the units to another
buyer. The retailer then accepts the original offer. Which of the following is true?
A) The manufacturer's sale to the third party revoked the offer by operation of law.
B) The offer was irrevocable for 10 days because it stated a time period.
C) The retailer's acceptance is effective because the offer had not been revoked.
D) The offer was revoked when the manufacturer sold the units, but the retailer can sue for breach of an option
contract.
Answer: A
Rationale: Under common law, an offer can be revoked at any time before acceptance, even if it states it will remain
open, unless there is consideration for a separate option contract. The manufacturer's sale to a third party is an
indirect revocation that the retailer learned of (or should have learned of). Thus, the offer was revoked before
