MEE guides

Whether the sailor's October 31 letter was a legally effective demand for adequate assurance of the builder's performance. Goods → UCC. Is a demand…

Because the contract is for the sale of goods (a boat), it is governed by UCC Article 2. When reasonable grounds for insecurity arise about a party's performance, the…

Here, the specially manufactured boat is a sale of goods, so the UCC governs. When the sailor learned that the builder's workers had been on strike since mid-October…

Therefore, the October 31 letter was a valid, justified demand for adequate assurance of due performance under the UCC. Valid demand for adequate…

Whether the homeowner validly assigned his contract rights to the neighbor, so that she can enforce the painting contract against the painter. Can…

A party may assign its contract rights to a third party without the obligor's consent, and the assignee may then enforce the contract, unless the assignment would…

Here, the homeowner assigned his right to the painter's performance to the neighbor. Although the painter would paint a different house, the facts state there is no…

Therefore, the neighbor would succeed against the painter for refusing to paint her house. Yes: valid assignment; the neighbor can enforce.

Whether the conservatory must pay the additional $60,000 to modify the common-law organ-repair contract. Same work, more money: enforceable?

A promise must be supported by consideration. Under the pre-existing duty rule, a promise to do only what one is already contractually bound to do is not consideration…

Here, the repair is a service contract governed by the common law. The business already owed a duty to repair the organ for $100,000 and promised nothing new for the…

Therefore, the conservatory most likely need not pay the additional $60,000 for the repair. No: unenforceable for lack of consideration.

Whether the owner's damages include the $50,000 it paid the substitute above the original $100,000 price. Recover the extra cover cost?

Contract damages protect the injured party's expectation interest, putting it in as good a position as if the contract had been performed. When a contractor breaches…

Here, the owner would have paid $100,000 but had to pay the only available substitute $150,000, so it is $50,000 worse off than if the contractor had performed. That…

Therefore, the owner may recover the $50,000. Yes: $50,000 recoverable.

Whether the tomato transaction is governed by UCC Article 2. Goods or not? sets the rules.

UCC Article 2 governs transactions in goods. Goods are things movable at identification and include growing crops. Where the UCC applies, common-law contract principles…

Here, the deal is for tomatoes, which are growing crops and therefore goods, so Article 2 governs, supplemented by common law. The document the gardener signed, which…

Therefore, the transaction is governed by UCC Article 2, supplemented by common law, and the signed document was an offer. UCC Article 2 applies. Was…

Whether the common law or UCC Article 2 governs this mixed goods-and-services contract. Goods, services, or a hybrid?

Sales of goods are governed by UCC Article 2; most other contracts by the common law. For a mixed (hybrid) contract involving both goods and services, courts apply the…

Here, the deal has both a goods aspect (the $5,000 equipment and tools she keeps) and a services aspect (the apprenticeship training). The arguments cut both ways: by…

Therefore, governing law turns on the predominant purpose; if the training predominates, the common law governs the parol-evidence and modification…

Whether these renovation contracts are governed by the common law or by UCC Article 2. Common law or UCC?

Sales of goods are governed by UCC Article 2; most other contracts by the common law. A mixed goods-and-services contract is governed, in whole, by the law of its…

Here, although the homeowner acquired some goods (flooring and fixtures), the price turned mostly on labor and she sought high-quality installation services, so the…

Therefore, the common law governs both contracts, so the substantial-performance doctrine, not perfect tender, applies. Common law governs both.

Whether the January 9 oral agreement is an enforceable contract despite the Statute of Frauds. Oral deal for goods, enforceable?

A contract for the sale of goods for $500 or more must be evidenced by a writing signed by the party to be charged. Under the Goods ≥ $500 → signed writing; merchant…

Here, the silk deal is a sale of goods for $100,000, so the Statute of Frauds applies. Both parties are merchants (Buyer manufactures scarves from silk; Seller imports…

Therefore, there is an enforceable contract between Buyer and Seller. Yes: enforceable (confirmatory memo).

Whether the First Amendment bars enforcing a total ban on public-sidewalk leafleting against the chapter. Is the ordinance a valid time/place/manner…

A public sidewalk is a traditional public forum. A contentbased restriction there gets strict scrutiny; a content-neutral time, Public forum. Content-neutral TPM…

Here, the ban is content-neutral (it targets the method, not the message) and keeping streets clean is significant, but a total ban on all leafleting is not narrowly…

Therefore, the ordinance fails and cannot be enforced against the chapter. Unconstitutional as applied.

Whether requiring 50% of electricity to come from “environmentally friendly” sources (which include in-state wind but exclude out-of-state natural…

A law is facially discriminatory only if it draws lines based on the geographic origin of goods; if it lines up on some other basis and only incidentally burdens…

Here, the Act classifies by energy type, not origin: wind qualifies wherever generated and gas is disfavored wherever sourced, so it is facially neutral. That in-state…

Therefore, Section 1 is most likely constitutional: facially neutral and, under a balancing test, the incidental burden does not clearly outweigh…

Whether the Act's mandatory retirement age of 50 for firefighters violates the Equal Protection Clause of the Fourteenth Amendment. Age…

The Equal Protection Clause bars a state from denying any person the equal protection of the laws. The level of review depends on the classification: strict scrutiny for…

Here, the Act draws a line based on age, and because age is not a suspect classification, rational-basis review applies. State A has legitimate interests in safe and…

Therefore, Question 1 resolves for the state: the Act survives rational-basis review and most likely does not violate the Equal Protection Clause.…

Whether the bank can maintain a suit in federal court against State A for money damages. Damages against the State itself → sovereign-immunity…

The Eleventh Amendment bars a private party from suing a nonconsenting state for damages in federal court (state sovereign immunity). The bar is overcome only if the…

Here, the bank, a State B resident, sues State A itself for $2 million in damages in federal court. That is precisely a suit against a state for money, which sovereign…

Therefore, the bank cannot maintain the damages suit against State A; a federal court would dismiss it on Eleventh Amendment grounds if the state…

Whether a private company running Oakwood is a state actor subject to the First Amendment. Is there state action at all?

Constitutional rights bind only government actors. Under the public-function theory, a private entity that performs functions traditionally and exclusively reserved to…

Here, the automaker supplies security, fire, sanitation, public streets and shops, and the only school, the full bundle of municipal services, and the district is open…

Therefore, Oakwood and its school are state actors bound by the First Amendment. State action exists; the threshold is met.

Whether the sale of the tower to the directors' LLC is a director's conflicting-interest transaction. threshold for the BJR question

G/R: A director's conflicting-interest transaction is one in which the corporation is on one side and a director, or an entity in which a director has a material…

Here, all four directors own 25% of the LLC that is buying the tower, so every director has a material financial interest and sits on both sides of the sale. This is a…

Therefore, the tower sale is a director's conflictinginterest transaction. sets up loss of the BJR Issue 2: Does the Business Judgment Rule Apply?…

Whether the investor's proposed proxy-access bylaw is inconsistent with state law. Can shareholders adopt this bylaw at all?

Under the MBCA, shareholders have the power to amend the corporation's bylaws, and the bylaws may contain any provision not inconsistent with law or the articles.…

Here, the proposal sets a procedure for shareholder nomination of directors (proxy access for 3%/1-year holders), a classic proper subject for the bylaws that the MBCA…

Therefore, the proposed bylaw is not inconsistent with state law, and the shareholders may adopt it. Not inconsistent; shareholders may adopt it.

Whether Parent, as controlling shareholder, breached a fiduciary duty by causing HomeSolar to adopt a no-dividend policy. Which standard governs the…

A controlling shareholder owes fiduciary duties of loyalty and care to the controlled corporation and its minority shareholders. But where the challenged action is not…

Here, the no-dividend policy applies equally to all HomeSolar shareholders, including Parent, so Parent gains nothing to the exclusion of the minority; it is not…

Therefore, Parent likely did not breach any duty with respect to the no-dividend policy. No breach (protected by the business judgment rule).

Whether the shareholder is entitled to inspect MEGA's board minutes and accounting records. Does she have a right to these documents?

A shareholder may inspect board minutes and accounting records upon a written demand made in good faith, for a proper purpose reasonably related to her interest as a…

Here, the shareholder seeks minutes and accounting records to decide whether to sue over the alleged illegal bribes, a proper purpose tied to protecting her economic…

Therefore, the shareholder is entitled to inspect the board minutes and accounting records related to the bribes. Yes: entitled to the related…

Whether Acme, as the controlling and managing member, owes a fiduciary duty that bars it from refusing to have A-B LLC pursue the concrete claim…

G/R: In a member-managed LLC, each member owes the LLC and the other members a duty of loyalty (act in the LLC's best interest, avoid self-dealing and conflicts, and…

Here, Acme is the 55% member and the manager, and it is the very party the LLC would sue. By using its control to block a valid $15M claim against itself, Acme placed…

Therefore, statement (1) is incorrect: Acme owes duties of loyalty and care and may not block the claim. lawyer wrong on (1) Issue 2: Brown's…

Whether the LLC is member-managed or managermanaged. Question 1.

G/R: An LLC is member-managed by default unless the certificate of organization or the operating agreement provides for manager-management. In a member-managed LLC each…

Here, neither the certificate nor the operating agreement appoints managers, and all three members actively run the shop. The default governs. no manager provision…

Therefore, the LLC is member-managed, so each member is an agent for ordinary business. sets up authority analysis Issue 2: The Tire Contract Issue.…

Whether the woman properly joined the man, AmCo, and CarCo as defendants in a single action. Can these three ride in one suit?

G/R: under Rule 20(a)(2), defendants may be joined in one action if (1) the claims against them arise out of the same transaction, occurrence, or series of transactions…

Here, the claims arise from a single series of related occurrences: the ambulance crash would not have happened but for the first collision and it exacerbated the same…

Therefore, the woman properly joined all three defendants under Rule 20. Yes: joinder proper.

Whether MedForms properly served the contractor with process. Ground (a): start with service.

G/R: under Rule 4(h) a corporation may be served by delivering the summons and complaint to an officer, a managing or general agent, or an agent authorized to receive…

Here, MedForms delivered the summons and complaint to the contractor's CEO, an officer, which the federal rule expressly authorizes. That both states allow service only…

Therefore, Section 1: service was proper and the motion to dismiss for insufficient service should be denied. Section 2: Subject-Matter Jurisdiction…

Whether the court has original jurisdiction over the defamation claim standing alone. Question 1: start with original jurisdiction.

G/R: federal courts have federal-question jurisdiction over claims arising under federal law on the face of a well-pleaded complaint, and diversity jurisdiction over…

Here, defamation is a state-law tort with no federal question, and both parties are State A citizens, so there is no diversity. The defamation claim has no independent…

Therefore, Section 1: the court lacks original jurisdiction over the defamation claim standing alone. Section 2: Supplemental Jurisdiction (Question…

Whether the caller's statements to the 911 dispatcher are inadmissible hearsay. Objection (a): the caller is absent, so start with hearsay.

G/R: hearsay is an out of court statement offered to prove the truth of the matter asserted, and it is inadmissible unless an exception applies. Present sense…

Here, the caller narrated the attack to the dispatcher as it unfolded, so the statements describe an event as she perceived it and qualify as present sense impressions.…

Therefore, Section 1: the caller's 911 statements clear the hearsay bar and the objection is overruled. Section 2: Caller's 911 Statements…

Whether the witness's trial claim of no memory and her denials may be impeached with her prior signed statement, and whether the statement may come…

G/R: a witness may be impeached with a prior inconsistent statement. A claim of memory loss can be treated as inconsistent with a prior statement on the same point…

Here, the witness swore she had no memory, had never seen the defendant, and never spoke to the officer, flatly contradicting her signed statement. Because she had…

Therefore, Section 1: the judge should have permitted the questioning and admitted the statement to impeach; sustaining the objections was error.…

Whether the authenticated text message is relevant and admissible. Item 1: relevance, then hearsay.

G/R: evidence is relevant if it has any tendency to make a consequential fact more or less probable. G/R: hearsay is an out of court statement offered for the truth of…

Here, the message makes it more probable that the brakes were defective and that the woman knew they needed repair, both consequential to negligence, so it is relevant.…

Therefore, Section 1: the text message is relevant and admissible to show the woman's knowledge and as a present sense impression. Section 2: The…

Whether University, as landlord, is liable to Susan for negligence. Does a landlord duty attach? TORTS—DUTY: LANDLORD, RESCUER & PSYCHIATRIST (JUL 12)

G/R: negligence requires duty, breach, actual and proximate causation, and damages. A landlord owes tenants a duty to take reasonable measures to protect them against…

Here, University controlled the dorm's common areas and had secured the rear door with a deadbolt, showing the criminal risk was foreseeable; leaving that lock broken…

Therefore, University is likely liable to Susan for her physical injuries. University liable.

Whether the driver is an employee or an independent contractor. Vicarious liability turns on this.

G/R: an agent is an employee if the principal has the right to control the manner of performance; otherwise the agent is an independent contractor. Factors include the…

Here, the drivers are paid hourly, work indefinitely on the store's schedule, use vans leased from and paid for by the store, need little special skill, and do work…

Therefore, the driver is an employee, so the store may be held vicariously liable; the first argument fails. Store's first defense fails. Argument…

Whether the employee was acting within the scope of his employment when he authorized the crew to move the cable. Vicarious liability starts here.

G/R: under respondeat superior a principal is liable for an employee's torts committed within the scope of employment. Conduct is within scope when it is of the kind the…

Here, the employee's duties were expressly limited to assessing damage and reporting, but he was at the scene during The narrow description does not shrink scope when…

Therefore, the employee acted within the scope of employment and the company is liable; the first argument fails. Company liable via respondeat…

Whether the defendant is presently competent to stand trial. Competent now?

COMPETENCY: a defendant may not be tried unless he can (1) understand the nature and consequences of the proceedings and (2) assist properly in his own defense. This is…

Here, the brain trauma leaves the defendant unable to remember the robbery or to understand counsel, the judge, and the proceedings, so he cannot make decisions like…

Therefore, the defendant is incompetent and the prosecution should be suspended. Section 1: yes, suspend. M'Naghten: Disease of the Mind (At the Time…

Whether Adam acted with the mens rea required for involuntary manslaughter. Reckless or criminally negligent?

INVOLUNTARY MANSLAUGHTER: an unintentional killing without malice caused by recklessness (conscious disregard of a known substantial risk of death or serious bodily…

Here, Adam wanted cars to slip and lose control and even predicted maybe there will even be a crash, showing he consciously disregarded a known risk of a collision, a…

Therefore, a jury could properly find Adam acted recklessly. Recklessness satisfied. Adam: Causation & the Unbelted Child Issue. Whether Adam's…

Whether the owner obtained the customer's property by false pretenses. Did he obtain property by false pretenses?

FALSE PRETENSES: (1) a false representation of a present or past material fact; (2) that causes the victim to pass title (not mere possession); (3) to the defendant; (4)…

Here, the owner's claims induced a sale, and the customer, relying on them, handed over $250 cash, so title passed. Elements (2) and (3) are met; the contest is over…

Therefore, the case turns on whether a false statement Remaining fight: falsity, knowledge,

Whether the woman's testimony repeating the man's threat is inadmissible hearsay. Hearsay?

HEARSAY is an out-of-court statement offered for the truth of the matter asserted; it is inadmissible unless an exception applies. A statement offered for a non-truth…

Here, self-defense turns on the woman's reasonable belief of imminent harm, so the threat is offered not to prove its content but to show the information she had…

Therefore, the statement is not hearsay and is admissible. Item 1: admissible.

Whether the buyer acquired title to the tract or any portion of it by adverse possession. The core question.

G/R: adverse possession requires possession that is actual, open and notorious, exclusive, hostile (under a claim of right, without permission), and continuous for the…

Here, building and living in a cabin and tending a garden on the half acre was actual, open, exclusive, and hostile use; the man’s 7 years, the sister’s 1 year, and the…

Therefore, Section 1: the buyer acquired title by adverse possession to the half acre only, not the full three-acre tract. Title limited to the used…

Whether the developer breached any present title covenant with respect to the recorded utility easements. Start with the six covenants.

G/R: a general warranty deed carries six covenants, three present (seisin, right to convey, and against encumbrances) and three future. The covenant against encumbrances…

Here, the recorded utility easements burden the lot and are encumbrances, and the deed listed no exceptions; the contract’s exception for easements of record merged into…

Therefore, Section 1: the developer breached the present covenant against encumbrances. Breach established.

Whether the man can recover the $80,000 repair cost from the builder. The builder claim.

G/R: most jurisdictions imply a warranty of quality in a builder-vendor’s sale of a new home, covering significant latent defects from poor workmanship discovered within…

Here, the man bought from the woman, not the builder, so he lacks privity with the builder; whether the warranty reaches a subsequent purchaser and whether economic loss…

Therefore, Section 1: the man is unlikely to prevail against the builder for the $80,000. Builder claim likely fails. Section 2: Personal Liability…

Whether Linda is bound to the sign contract despite telling the driver not to spend over $300. Is the principal bound by the over-limit purchase?

An agent has actual authority when he reasonably believes, from the principal's manifestations to him, that the principal wants him to act. An agent has apparent…

Here, the driver lacked actual authority because Linda capped the spend at $300. But the business card naming him her agent to buy signs was a manifestation traceable to…

Therefore, Linda is liable to the sign shop on the contract. Yes: bound by apparent authority.

Whether PSS is a partnership at will or one for a definite term or particular undertaking. classification drives everything

G/R: A partnership is at will unless the partners have agreed to remain partners for a definite term or until a particular undertaking is completed. A provision that…

Here, the agreement fixes no end date and no particular undertaking; it only requires notice before withdrawing. PSS is therefore a partnership at will. This matters…

Therefore, PSS is at will, and any partner's withdrawal will dissolve it. key premise for Q1 and Q2

Whether Radiology Services is a general partnership or an LLC. Which entity did they actually form?

A general partnership is the default entity when two or more persons carry on a business for profit as co-owners, sharing profits and management; with no definite term…

Here, the radiologists shared profits equally and comanaged the practice with no set term, which is a general partnership at will. Although they intended an LLC, they…

Therefore, Radiology Services is an at-will general partnership. At-will general partnership.

Whether Garden LLP is liable for the judgment entered against Garden Partnership. Question 1.

G/R: A partnership is an entity distinct from its partners, and it is liable for torts a partner or employee commits in the ordinary course of business. Qualifying as an…

Here, the employee's negligent repair occurred in the ordinary course of the repair business, so the judgment was the partnership entity's obligation. Filing the…

Therefore, Garden LLP is liable for the $500,000 judgment. answer to Question 1

Whether the owner or the agent is liable on the aluminumbasket contract. Transaction 1.

G/R: An agent binds a principal only when acting with actual or apparent authority. Actual authority comes from the principal's manifestations to the agent; apparent…

Here, the owner authorized only wicker baskets, so the agent had no actual authority to buy aluminum. There was no apparent authority either: the owner made no…

Therefore, the owner is not liable and the agent is liable on the basket contract. answer to Transaction 1 Issue 2: The Burners (Unidentified…