Most Tested Contracts Areas on FL Bar Exam: Part One

Florida Contracts looks broad at first glance, but the Florida Bar Exam repeatedly tests the same core issues. A review of released essays shows a consistent pattern: Florida focuses on a small set of distinctions where state law meaningfully differs from common law, the UCC, and what students remember from MBE prep.

This article is Part 1 of a six-part Ameribrights series covering the most consistently tested Florida Contracts topics:

• Contract Formation (objective test, essential terms, specificity, Florida’s strict real-property rules)

   

• Defenses to Enforcement (duress, fraud, public-policy limits, unconscionability)

   

• Statute of Frauds (Florida-specific SOF categories, real-estate, loan agreements, part performance)

   

• Contract Interpretation (Florida’s four-corners rule, ambiguity, parol evidence)

   

• Performance & Breach (material breach, substantial performance, UCC vs. common-law rules)

   

• Remedies (expectation, reliance, restitution, lost profits, Florida nuances)

Each part includes clear Florida rules, high-yield distinctions from the UCC/MBE, and short Florida Bar Essay Samples modeled on released FBBE essays — so you can see exactly how these rules appear under exam conditions.

This Part 1 focuses on core formation issues: essential terms under Florida common law, Florida’s strict real-property rules, mixed goods-and-services contracts, and offer/acceptance timing (mailbox rule, revocation, options, and reliance).

How does Florida determine whether a contract was formed (objective test, essential terms, and specificity requirements)?

Florida Objective Test for Contract Formation 

Florida contract formation requires (1) an objective manifestation of assent and (2) sufficiently definite essential terms. Florida courts are stricter than the UCC in determining whether terms are definite enough to enforce.

Would a reasonable person interpret the parties’ words and conduct as showing assent?

Courts look at how the parties’ words, conduct, and surrounding circumstances would appear to a reasonable person — not their subjective thoughts (Kolodziej v. Mason, 996 So.2d 970 (Fla. 4th DCA 2008)). If a reasonable person would think an offer was made and accepted on definite terms, Florida finds formation.

FL Essential-Terms Requirement (Common Law) 

Florida requires that essential terms be sufficiently definite, especially in service, real-estate, and other non-UCC contracts. Courts require the following terms:

• identity of the parties
• subject matter
• price or method to determine price
• quantity or work to be performed

“Under Florida law, a claim for breach of an oral contract arises only when the parties mutually assented to a certain and definite proposition and left no essential terms open.” Tiara Condo. Ass’n v. Marsh & McLennan Cos., 607 F.3d 742, 746 (11th Cir.2010)

• Florida will imply: reasonable time, manner, performance

   

• Florida will NOT imply: price (if central), scope, property description, essential obligations

This has been tested several times, particularly in the following situations: land sale agreements with missing terms, unclear service contracts, and preliminary negotiations v. valid offers. 

Special Rule: Real Property Contracts Must Include Property Description

In Florida, a real estate contract is unenforceable without a sufficient property description. This is stricter than general common law.

Florida courts require:

• a description that identifies the property with reasonable certainty, often via address, legal description, or identifiable parcel reference.

Acceptable: 

• street address, 
• legal description, 
• plat reference, and
• Identifiable parcel reference. 

Not Acceptable: 

• “seller’s home”, 
• “the property discussed,” and
• vague verbal descriptions.  

Missing or vague property descriptions = no enforceable contract.

UCC Formation in Florida (Article 2 Applies) 

Florida has no unique Article 2 variation (Fla. Stat. Ch. 672) — so the formation rule is exactly the same as UCC nationwide:

• A contract can be formed even with open terms (672.204(3))
• Only quantity is required (unless output/requirements contract)
• Courts can fill gaps: price, delivery, time, payment, etc.

And yes — the “additional terms” issue applies when (672.207)

• both parties are merchants, and
• the acceptance contains additional or different terms.

Additional terms bind merchants, unless

• offer limits acceptance,
• materially alters, or
• objection made.

This is UCC §2-207, which Florida applies exactly like federal/MBE law.

The Actual Distinctions Florida Wants You to Discuss 

• Florida Common Law: Strict on Essential Terms 
• For goods, FL follows UCC: Flexible on Missing terms. 

Common Law (Florida): 

• Missing essential terms = No Contract
• Courts only imply non-essential terms. 
• Greater risk that the writing is “too indefinite”

UCC (Florida):

• A contract can exist even with substantial open terms 
• Additional terms only bind merchants unless exceptions apply
• Mirrors the federal/MBE rule. 

High Yield FL Tricky Areas

• Agreements to agree – unenforceable unless all essential terms are fixed. Courts will NOT fill in material terms later.
• Term not yet determined (e.g., “we’ll set the final price later”) – Florida treats this as no contract unless a clear method for determining the term exists (e.g., appraisal formula, UCC gap fillers for goods).
• Missing time of performance – courts may imply reasonable time, BUT only if all essential terms are already definite.
• Uncertain duration (“as long as we work well together”) – generally too indefinite unless tied to an external, objective standard.
• “Subject to financing,” “subject to inspection,” or “subject to board approval” clauses – these often show preliminary negotiations, not assent.
• Letters of intent / term sheets – presumed non-binding unless expressly stating they intend to be bound now, not later.
• Vague employment terms (“fair bonus,” “generous vacation”) – too indefinite; Florida will not supply fundamental employment terms.
• Open quantity in non-UCC contracts – unenforceable; Florida will not imply indefinite quantities outside requirements/output contracts governed by the UCC.
• Missing deposit / earnest money in land deals – often treated as evidence the parties were not finished negotiating.
• “We’ll execute a formal contract later” – Florida presumes there is no contract unless the parties intended to be bound before the formal document.

FL Essay Sample #1 – Real Property & Essential Terms

Florida Bar Essay Sample: A seller emails a buyer stating: “I’ll sell you my property on Biscayne Bay for $900,000. We can finalize the exact legal description later.” The buyer responds the same day: “Agreed. Also, please include the boat dock and the outdoor furniture.” The next week, the seller tells the buyer that the deal is off. The buyer sues for breach of contract.

Issue 1: Was a contract formed under Florida common law?
Florida uses an objective test for formation. A reasonable person would interpret the seller’s email as showing willingness to enter a bargain for real property at a definite price. However, under Florida’s essential-terms requirement, real estate contracts are enforceable only if the property is described with reasonable certainty. 

Here, the property is identified only as “my property on Biscayne Bay,” which Florida courts hold too vague unless there is only one such property or the description is otherwise uniquely identifying. Because the contract lacks an adequate property description, no enforceable land contract was formed, even though price and parties were clear.

Issue 2: Did the buyer’s reply operate as an acceptance?
Even if a property description had been sufficient, the buyer’s response adds new material terms (“boat dock” and “outdoor furniture”). Under Florida common law, acceptance must mirror the offer. Adding additional items is a counteroffer, not acceptance, terminating the power of acceptance.

Thus, no contract was formed under common-law rules.

Issue 3: Could UCC Article 2 apply to the added items?
The outdoor furniture constitutes “goods” governed by UCC Article 2, which Florida adopts without modification. Under §2-207, the buyer’s reply could still form a contract for the goods if both parties are merchants—but here they are not, so the terms do not automatically become part of the deal.

At best, the reply is an invitation to negotiate for the goods separately.

Conclusion
Florida would find no enforceable contract for the real property due to the inadequate property description and the counteroffer issue. No UCC contract formed for the goods either. The seller is not liable for breach.

Bottom Line

Florida applies a strict objective test and requires definite essential terms in common-law contracts — especially in service and real-property agreements. Missing core terms (price, scope, property description) usually kills formation. For goods, Florida follows the UCC completely, allowing open terms and applying §2-207 for additional terms. The distinction: Florida common law is rigid; Florida UCC is flexible.

How does Florida handle mixed goods-and-services contracts (predominant purpose test)?

Florida applies the “predominant purpose” test.

Courts look at the totality of the circumstances, including the following factors:

• the contract language,
• the buyer’s primary purpose,
• the relative cost of goods vs. services, and
• the nature of the seller’s business.

If goods predominate, Article 2 (UCC) governs.
If services predominate, common law governs.

Examples (high-yield for the exam):

• Installation of hurricane windows → usually goods, UCC applies
• Construction of a home with materials included → often services, common law applies
• Contracts with detailed service provisions but incidental goods → services, no UCC

Allied Shelving & Equipment, Inc. v. National Deli, LLC, 154 So.3d 482, 484 (Fla. 3d DCA 2015); Bonebrake v. Cox, 499 F.2d 951, 960 (8th Cir.1974) 

FL Essay Sample #2 – Mixed Contracts (Predominant Purpose)

A homeowner hires Sunrise Renovations to “renovate the kitchen and install new custom cabinets.” The written agreement lists a lump-sum price of $28,000 but does not break down the cost of labor vs materials. A dispute arises when the contractor delivers the cabinets but refuses to finish the installation unless the homeowner pays an additional $5,000 due to “unexpected labor costs.” The homeowner sues for breach of contract. The issue is whether the contract is governed by the UCC or Florida common law.

Governing Law

Because the contract involves both services (renovation work) and goods (cabinets), Florida applies the predominant-purpose test to determine whether Article 2 applies. Courts consider (1) the contract’s language, (2) the relative cost of goods and services, and (3) the purpose of the transaction.

Here, although the cabinets are a significant component, the overall objective of the agreement is a kitchen renovation, which includes design, demolition, customization, and installation. The contract is labeled a “renovation agreement,” and the work to be performed extends well beyond supplying goods. The services clearly dominate the nature of the transaction.

Therefore, the contract is governed by Florida common law, not the UCC.

Enforceability / Effect of Missing Terms

Under Florida common law, essential terms (scope of work and price) must be definite. Sunrise agreed to “renovate the kitchen and install new custom cabinets” for a fixed price. The scope is clear enough for enforcement, and Florida courts can imply reasonable time and manner of performance.

Because the price was fixed, the contractor cannot unilaterally modify the contract without new consideration from the homeowner. Florida does not follow the UCC’s “no-consideration-needed” rule for modifications.

Breach

Sunrise’s refusal to finish installation unless the homeowner pays more constitutes a breach. The homeowner is entitled to enforce the contract as written and recover any damages necessary to place her in the position she would have been in had the contract been completed.

Conclusion

The contract is governed by Florida common law under the predominant-purpose test, and Sunrise breached the agreement by demanding additional payment without consideration.

Bottom Line

Florida applies the predominant-purpose test to mixed goods-and-services contracts. If the contract’s primary purpose is the sale of goods, the UCC applies; if services dominate, common-law contract rules apply. For exam purposes: always classify the contract based on its main objective and then apply either Article 2 or Florida common-law rules accordingly.