LAW2102 Cheatsheet · Contract B

0 · Exam Mapcourse.json · brief

“The exam will be open book and will contain problem questions (requiring the provision of advice in relation to hypothetical fact scenarios) or as otherwise informed by the Chief Examiner.” (LAW2102 Assessments page, 2026)

Final coverage: the whole Reading Guide except the international content, which is quiz-only.

1 · IRAC That ScoresCh 1

drop-in answer frameI — Whether [conduct] satisfies [doctrine/element].
R — [test] ([case]) / [section].
A — Here, [fact] supports [element] because… Unlike [case/other reading]… Counter: …
C — Therefore, likely [right/remedy], subject to [uncertainty].

Missing fact → Never invent it. Name it, then state how each possible answer changes the advice.

1b · Whole-Problem SpineCh 1

2 · Termination GatewayCh 2 · Topics 1–2

By agreement: apply an express termination clause on its terms, or identify a later contract discharging the first. If relying on breach, classify the term before naming the remedy.

Construction traps

• A contractual label is not decisive; construe the whole instrument and avoid an unreasonable trivial-breach result (Schuler; Ankar).
• If condition status is uncertain, argue the intermediate-term route in the alternative.
• Do not import delay doctrine here: lateness needs an essential-time hook or a notice to complete.

Exam move → Put both classifications to work: “If not a condition, repeated breach nevertheless deprived X of substantially the whole benefit because…”

Case-keyword deployment

3 · Repudiation & DelayCh 3 · Topics 3–4

Repudiation is objective conduct evincing unwillingness or inability to perform, or willingness to perform only in a manner substantially inconsistent with the contract (Carr v Berriman; Shevill). A clear pre-performance renunciation is anticipatory breach (Foran v Wight) and immediately raises an election.

Trap → Mere delay is not automatically repudiatory. If time was not essential, the safe advice is usually to serve a notice to complete.

Repudiation application

Quote the decisive conduct and characterise it objectively. Negotiation or an honest arguable interpretation may fall short; final refusal, inability or insistence on fundamentally inconsistent performance may qualify. For anticipatory renunciation, explain why no waiting is required.

4 · Election PivotCh 4 · Topics 6–7

Election is generally irrevocable once communicated or manifested. Affirmation with knowledge may remove the right on that breach. Termination is prospective, not rescission ab initio: debts already due and damages for breach survive.

4b · Restrictions on TerminatingCh 4 · Allianz 2022

Allianz v Delor Vue (2022) is the modern anchor for keeping election, waiver and estoppel analytically distinct. A reservation of rights or fresh breach may answer an affirmation argument.

5 · Damages GauntletCh 5 · Topic 8

Compensatory principle: place the innocent party, so far as money can, in the position as if performed (Robinson v Harman; Amann); compensate, do not punish.

Hadley remotenessLimb 1 — loss arises naturally in the ordinary course.
Limb 2 — special loss was within both parties’ reasonable contemplation at contract time as a serious possibility.

Causation: common-sense causal link; independent event may break it (Alexander). Mitigation: reasonable steps; no avoidable loss, but reasonable mitigation cost is recoverable (Burns; British Westinghouse).

Non-pecuniary: generally unavailable; recognised enjoyment/peace-of-mind class (Baltic Shipping). Psychiatric injury is recoverable subject to remoteness (Elisha 2024).

6 · Fixed Sum or Penalty?Ch 6 · Topic 9

Andrews v ANZ: the doctrine can reach a collateral stipulation even absent breach. The contract’s label is not conclusive. If penalty, stipulated amount is unenforceable beyond actual loss; fall back to ordinary Robinson v Harman damages.

6b · Specific PerformanceCh 6 · Topic 10

7 · Action for DebtCh 7 · Topic 11

Debt advantage: fixed sum, no proof of loss, no mitigation. Substantial performance may permit the price less defects. Affirm-and-sue requires performance without the repudiator’s cooperation and a legitimate interest (White & Carter); without it, terminate and claim mitigated damages (Clea Shipping / The Alaskan Trader).

Accrual first: an entire obligation ordinarily requires complete performance before price; a divisible obligation creates severable debts as each part is earned. Keep this anterior to the affirmation question.

Do not merge → Liquidated damages can be a debt if valid; ordinary damages remain subject to proof, causation, remoteness and mitigation.

8 · FrustrationCh 8 · Topic 13

Categories: destruction of subject matter (Taylor v Caldwell); disappearance of foundation (Krell v Henry); loss of essential state of affairs; illegality; excessive delay. Always return to Codelfa; Davis Contractors. Effect: automatic prospective discharge; Victorian ACLFTA adjusts pre-discharge money and valuable benefits.

9 · Vitiating FactorsCh 9 · Topics 14–15

Duress: Universe Tankships; Crescendo. Undue influence: actual, or presumed from trust/confidence; stronger party rebuts with free independent act/advice (Johnson v Buttress). Unconscionable dealing: special disadvantage, known/ought known, unconscientious advantage (Amadio; Blomley; Thorne v Kennedy).

Rescission: ab initio; restitutio in integrum; substantial practical restoration can suffice (Alati). Test affirmation, delay, third-party rights, inability to restore (Henjo).

10 · ACL EndgameCh 10–11 · ss 4, 18, 20–22

s 18: strict liability; conduct includes silence/half-truth where disclosure expected and future representation without reasonable grounds (s 4). Identify audience and error (Campomar; Butcher) plus reliance/causation. s 21: acceptable-commercial-behaviour standard (Lux; Kobelt; Stubbings); apply live s 22 factors. Remedy: s 236 loss “because of” contravention; ss 237/243 compensation, voiding, variation, refund or rescission-type order.

11 · Under-Time Answer LoopCh 1 · practice

1. Read instruction + parties. “Advise X” means balanced advice, not advocacy.
2. Run the spine. Termination → election/restrictions → remedy → frustration/vitiation → ACL.
3. Cluster by issue. One mini-IRAC for each arguable doctrine; avoid a single global Rule section.
4. Use marks to govern time. Keep Issue/Rule compact; spend the largest share applying both readings; leave a clear conclusion.
5. At the time check: if case narration exceeds factual application, stop narrating and compare.

application sentence engineFOR claimant: [fact] satisfies [element] because… This resembles [authority keyword].
FOR respondent: unlike [authority], [distinguishing fact]…
WEIGH: stronger view is… because [decisive fact].

12 · Trap Detectorall chapters

12b · Rule-to-Authority SprintFAQ · case canon

13 · Drill 1 — NorthwindCh 2 WE · 10 marks

Facts. Bean Bros promises monthly “single-origin Ethiopian arabica, delivered by 7am each Monday”. For three consecutive Mondays it supplies a blend; twice it arrives at 9am. Advise Northwind on termination.

I · R

Issue: classify both promises and ask whether each breach carries termination. Rule: condition = essentiality (Bancks; Luna Park); contractual label not conclusive (Schuler); intermediate breach must deprive substantially the whole benefit (Hong Kong Fir; Koompahtoo). Time must be essential.

A · C

Origin: single-origin quality likely goes to the root because Northwind on-sells that identity. Thus condition; alternatively, three blended deliveries defeat the central benefit. Counter: if buyers cared only about usable coffee, loss may be reparable. Time: two 9am deliveries likely yield damages only unless the Monday-morning slot was expressly, impliedly or naturally essential.

conclusionNorthwind can probably terminate for the repeated origin breach and claim damages; lateness alone probably does not justify termination without essential time.

10-mark shape → 1 issue · 3 rule · 4 application · 2 application/conclusion in the guide example.

14 · Drill 2 — PieworksCh 5 WE · 12 marks

Facts. Orchard fails to supply 1,000 trays for $20,000. Pieworks would have netted $15,000 ordinary profit, buys substitutes for $26,000, and loses an undisclosed one-off $8,000 promotion.

I · R

Issue: measure and filters for each head. Rule: position as if performed (Robinson; Amann); causation (Alexander); Hadley limb 1 natural loss / limb 2 contemplated special loss; reasonable mitigation (Burns).

A · C — carry every number

• Cover: $26,000 − $20,000 = $6,000; the substitute purchase both proves loss and shows mitigation.
• Ordinary profit: $15,000 arises naturally; likely limb 1.
• Promotion: $8,000 was not disclosed at contract time; likely fails limb 2. Counter: general supermarket knowledge may support contemplation of some special loss.

answerLikely recovery = $6,000 + $15,000 = $21,000. The extra $8,000 likely fails remoteness.

14b · Damages Filter TrapsCh 5

15 · Remedies Quick RoutesCh 5–7 · Topics 8–11

Debt: fixed sum, no proof of loss, no mitigation. Entire obligation needs full/substantial performance; divisible obligation accrues by part. Affirm-and-sue requires both gates (White & Carter); failure returns the claimant to damages (Clea Shipping).

Classification → Ask what is being claimed before choosing the test: compensation, a stipulated sum, an accrued price, or the promised performance itself.

15b · Remedy TrapsCh 5–7

• A penalty finding does not erase ordinary damages.
• Debt and liquidated damages avoid proving precise loss only when the sum is valid and due.
• Specific performance is discretionary even where damages are inadequate.
• Affirmation keeps both parties bound and may leave performance risk with the innocent party.

Specific-performance answer: identify why substitution with money fails, then work every discretionary bar. Unique subject matter opens the gate; it does not compel the order.

Debt conclusion: state whether the sum has accrued and, if repudiation came first, which affirmation gate succeeds or fails; then identify the damages fallback.

16 · Frustration in 3 MovesCh 8 · Topic 13

Pinpoint the event. Then ask whether contract language allocated it. Self-induced events, foreseeability/provision and mere hardship defeat the doctrine. A frustrated contract has ended, so a later supposed threat to breach it cannot support duress.

17 · Drill 3 — HaleCh 9 WE · 14 marks

Facts. Elderly, recently bereaved Hale relies on mentor Quill for all decisions. Quill sells Hale Quill’s struggling shop well above value; no independent advice. Months later Hale wants out.

Influence: trust/confidence shifts onus; no independent advice hinders rebuttal (Johnson). Dealing: bereavement/dependence = special disadvantage; Quill knew and took advantage through inflated sale (Amadio; Thorne). Remedy: strong claims; contract voidable. Rescind promptly; substantial restoration (Alati), subject to delay, affirmation, third-party rights and inability to restore (Henjo).

14-mark shape → 2 issue · 4 rule · 5 application · 3 conclusion in the guide example; the parallel branches earn separate analysis before the remedy converges.

18 · Drill 4 — ACL TeaCh 10–11 WE · 12 + 12

Facts. Verde sells retailer Kettle imported tea labelled “100% Australian-grown”. Kettle relies, buys at a premium, customers return stock; Verde sold genuine local tea to other clients and refuses a refund. Some tea is on-sold.

s 18

False provenance label is conduct in trade or commerce. Relevant audience—Kettle and downstream consumers—would be led into error; Kettle relied. Strict liability: intention irrelevant. No disclaimer appears to cure the message (Butcher; Campomar). Likely contravention.

s 21 + remedies

Use s 21, not residual s 20: supply of goods; broader and post-contractual. Premium pricing, exploitation of reliance, inconsistent treatment (s 22(f)) and refusal to refund / lack of good faith (s 22(l)) may fall far outside acceptable commercial norms (Lux; Kobelt; Stubbings). Seek s 236 damages and ss 237/243 refund or compensatory/rescission-type orders. On-sold stock may limit full restoration (Henjo).

19 · Final Rapid Recallglossary · FAQ