Contracts × Civ Pro Challenge
Diana, a resident of Arizona, entered into a written contract with Orion Corp., a Delaware corporation with its principal place of business in California. The contract contained a forum selection clause stating that all disputes "shall be litigated exclusively in courts located in Los Angeles County, California."
Diana later filed suit against Orion in the U.S. District Court for the District of Arizona, alleging breach of contract after Orion failed to deliver goods that complied with the agreed-upon specifications. Orion moved to dismiss for improper venue under FRCP 12(b)(3), and alternatively requested a transfer to the Central District of California under 28 U.S.C. § 1404(a).
Diana objected, arguing that the forum selection clause was unenforceable because it was buried in fine print in the contract and litigating in California would impose significant hardship. While the motion was pending, Orion filed a motion for summary judgment, arguing that the contract was fully performed and that any alleged defects were minor and immaterial.
Before discovery closed, Diana sought leave to amend her complaint to add a related tort claim—fraudulent inducement—against Orion’s parent company, Nova Inc., which is incorporated and headquartered in Nevada. Orion opposed the motion as untimely and prejudicial.
Analyze all procedural and contractual issues. Use full IRAC structure for each.
🔍 IRAC Breakdown – Contracts × Civil Procedure (Bar Exam Style)
1. Enforceability of Forum Selection Clause (Venue Challenge)
Rule:
Forum selection clauses are presumptively valid and enforceable unless shown to be unreasonable under the circumstances—e.g., fraud, overreaching, or grave inconvenience. Courts consider factors from *The Bremen v. Zapata Off-Shore Co.* and enforce such clauses unless fundamentally unfair.
Analysis:
The clause is in writing and specifically designates a California forum. Diana claims hardship and buried language but presents no evidence of fraud or duress in contract formation. The clause does not appear fundamentally unfair.
Conclusion:
Forum selection clause is likely enforceable. Arizona is not a proper venue; case may be transferred or dismissed.
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2. Motion to Dismiss vs. Transfer (FRCP 12(b)(3); § 1404(a))
Rule:
Improper venue under FRCP 12(b)(3) allows dismissal. Alternatively, transfer to a more appropriate venue is authorized under § 1404(a), especially when honoring valid forum selection clauses (*Atlantic Marine Construction*).
Analysis:
Given the enforceable forum clause and the fact that the Central District of California encompasses Los Angeles County, transfer is proper. Courts usually prefer transfer over dismissal when the designated venue is available and proper.
Conclusion:
The court will likely grant the motion to transfer the case to the Central District of California rather than dismiss.
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3. Premature Motion for Summary Judgment
Rule:
Summary judgment is only proper if there is no genuine dispute of material fact and the moving party is entitled to judgment as a matter of law. A motion filed before meaningful discovery may be denied or deferred under Rule 56(d).
Analysis:
Diana may argue that she has not yet had the opportunity to conduct discovery to rebut Orion’s claims about minor defects. If material facts are in dispute (e.g., the severity of the breach), summary judgment is premature.
Conclusion:
Court should deny or defer the motion pending discovery.
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4. Motion to Amend Complaint (Adding Tort Claim & New Party)
Rule:
Under FRCP 15(a), courts should freely grant leave to amend when justice so requires, unless amendment would cause undue delay, bad faith, or prejudice. Adding new parties implicates FRCP 20 (permissive joinder) and Rule 21 (misjoinder).
Analysis:
The proposed tort claim arises from the same transaction as the contract dispute. However, adding Nova Inc. introduces issues of personal jurisdiction and potential prejudice. The court must evaluate whether the amendment will unduly delay proceedings or surprise the defense.
Conclusion:
The court may grant the amendment as to Orion but may sever or deny joinder of Nova Inc. unless personal jurisdiction and timely notice are established.
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5. Personal Jurisdiction Over Nova Inc.
Rule:
To assert personal jurisdiction, the defendant must have minimum contacts with the forum state such that jurisdiction is consistent with fair play and substantial justice (*International Shoe*). For corporations, look to purposeful availment and relatedness of the claim to forum activity.
Analysis:
Nova Inc. is a Nevada corporation with no direct connection alleged to Arizona. Diana must show purposeful availment—e.g., that Nova directly targeted Arizona in the business dealings or had significant control over Orion.
Conclusion:
Likely no personal jurisdiction over Nova Inc. without stronger factual support.
Jamie, a 21-year-old student in Arizona, organized a peaceful protest at a public city plaza to challenge rising college tuition. She obtained a permit from the city, which included a restriction prohibiting any use of amplification devices (e.g., microphones or speakers). Jamie used a handheld speaker during her speech, arguing the restriction was unconstitutional. Police warned her, but she refused to stop and was arrested for violating city code and inciting unlawful assembly.
At booking, officers searched Jamie’s locked phone without a warrant and accessed messages allegedly showing she coordinated with others to “escalate things” if media were present. Based on those messages, prosecutors charged Jamie with conspiracy to incite a riot.
At trial, the prosecution attempted to admit a co-defendant’s out-of-court statement: “Jamie told me to bring flares.” Jamie moved to exclude the statement and suppress the phone evidence.
Analyze all constitutional and evidentiary issues using full IRAC format.
🔍 IRAC Breakdown – Constitutional Law × Criminal Law × Evidence
1. First Amendment Violation – Time, Place, and Manner Restriction
Rule:
In a public forum, the government may impose content-neutral time, place, and manner restrictions if they are narrowly tailored to serve a significant governmental interest and leave open ample alternative channels of communication.
Analysis:
The city plaza is a traditional public forum. The ban on amplification appears content-neutral and aims to reduce noise disruption. However, it must be narrowly tailored—not overly broad—and allow meaningful expression. The city bears the burden to justify the restriction.
Conclusion:
If the restriction significantly inhibits speech without adequate justification or less restrictive alternatives, it may be unconstitutional. Jamie may prevail on First Amendment grounds.
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2. Fourth Amendment Violation – Warrantless Search of Phone
Rule:
Under *Riley v. California*, police must obtain a warrant to search the digital contents of a cell phone, even incident to a lawful arrest, unless exigent circumstances exist.
Analysis:
Jamie’s phone was locked and searched without a warrant. No facts suggest exigency, consent, or public safety concerns. The search violated her reasonable expectation of privacy.
Conclusion:
The phone search is unconstitutional. The evidence should be suppressed under the exclusionary rule.
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3. Fifth and Sixth Amendments – Right to Counsel and Self-Incrimination (not clearly violated here)
Rule:
Fifth Amendment prohibits compelled self-incrimination; Sixth Amendment guarantees counsel post-indictment. These may be implicated if interrogation occurred, but not clearly at issue here.
Analysis:
No indication Jamie was questioned post-arrest or post-charge without counsel; main issues relate to evidence gathering, not interrogation.
Conclusion:
Primary constitutional concern remains with the search, not statements.
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4. Admission of Co-Conspirator’s Statement – FRE 801(d)(2)(E)
Rule:
Statements made by a co-conspirator during and in furtherance of the conspiracy are non-hearsay under FRE 801(d)(2)(E), but admissibility requires the judge to find, by a preponderance of the evidence, that a conspiracy existed and the declarant and defendant were members.
Analysis:
The statement (“Jamie told me to bring flares”) implicates Jamie. The prosecution must first prove the existence of a conspiracy and that it was ongoing when the statement was made. If the statement was made after the conspiracy ended or was merely narrative, it is inadmissible hearsay.
Conclusion:
Admissibility depends on timing and purpose. If made during and to advance the conspiracy, it may be allowed. Otherwise, it should be excluded.
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5. Conspiracy to Incite a Riot – Substantive Criminal Law
Rule:
To prove conspiracy, prosecution must show an agreement between two or more persons to commit an unlawful act, and an overt act in furtherance of the conspiracy.
Analysis:
Prosecution may rely on phone messages as evidence of agreement. However, if those messages are excluded due to a Fourth Amendment violation, the conspiracy charge may collapse. Moreover, protected speech is not unlawful unless it is likely to incite imminent lawless action (*Brandenburg v. Ohio*).
Conclusion:
If Jamie’s speech did not reach the threshold of incitement and the phone evidence is excluded, the conspiracy charge likely fails.
The city of Mesa, Arizona passed a redevelopment ordinance allowing it to seize and repurpose blighted private properties for mixed-use commercial development. Karen, a homeowner, lived on a corner lot in an aging but structurally sound home. She received notice that her home would be condemned and transferred to a private developer to build luxury apartments and retail space.
Karen sued the city in federal court, alleging an unconstitutional taking under the Fifth and Fourteenth Amendments.
Separately, a group of neighbors also challenged the ordinance on the grounds that it was passed without adequate public hearings and disproportionately impacted low-income communities. The city argued it had broad police powers and that compensation would be paid.
While the litigation was pending, the city fenced off Karen’s property and began demolition. Karen moved for a preliminary injunction to stop the demolition, arguing irreparable harm.
Issue 1 – Public Use Requirement (Takings Clause – Substantive)
Rule: Under the Fifth Amendment, government may take private property only for “public use” with just compensation. “Public use” includes broader economic development per Kelo v. City of New London.
Analysis: Transferring to a private developer for economic benefit can qualify — but the court may still scrutinize the purpose and proportionality.
Conclusion: This may be upheld if the city shows legitimate redevelopment interest, but the line is close.
Issue 2 – Just Compensation Requirement
Rule: Just compensation is measured by fair market value at time of taking.
Analysis: Compensation must be adequate regardless of the property’s emotional value to owner.
Conclusion: If offered, the compensation element is met — dispute hinges more on public use and process.
Issue 3 – Procedural Due Process (14th Amendment)
Rule: Government must give notice and an opportunity to be heard before depriving property rights.
Analysis: Failure to conduct public hearings or provide timely recourse may violate procedural due process.
Conclusion: Strong claim if ordinance was fast-tracked without sufficient public input or individualized notice.
Issue 4 – Equal Protection (Disparate Impact)
Rule: Facial neutrality plus disparate impact may violate Equal Protection if discriminatory intent is shown.
Analysis: Ordinance disproportionately affecting low-income groups without a rational basis may trigger strict scrutiny if intentional.
Conclusion: Weak claim unless intent to discriminate is proven; rational basis likely suffices otherwise.
Issue 5 – Preliminary Injunction (Equitable Remedy)
Rule: Must show (1) likelihood of success on merits, (2) irreparable harm, (3) balance of hardships, and (4) public interest.
Analysis: Demolition before litigation resolves = likely irreparable harm. City may argue delays harm redevelopment.
Conclusion: Injunction may be granted if takings or due process claims appear strong.
Morgan hired Apex Roofers, a licensed roofing company, to install a new roof on her home. The contract specified that Apex would use premium-grade shingles and complete the job within two weeks. Apex used lower-quality shingles without informing Morgan and completed the job late. Six months later, during a mild rainstorm, the roof partially collapsed due to poor installation, causing $40,000 in water damage to Morgan’s home and injuring her neighbor, Sam, who was inside at the time.
Morgan sued Apex for breach of contract and negligence. Apex argued that any recovery should be limited to contractual remedies and that Sam cannot recover under a contract to which he was not a party.
Analyze all viable claims and defenses under tort and contract law. Use full IRAC structure for each.
🔍 IRAC Breakdown – Torts × Contracts
1. Breach of Contract (Morgan v. Apex)
Rule:
A breach of contract occurs when one party fails to perform a duty under the contract. Damages may include expectation damages intended to place the plaintiff in the position they would have been in had the contract been performed.
Analysis:
Apex failed to use the contracted premium shingles and delayed completion. These are clear breaches. The roof’s collapse may also evidence a failure to substantially perform.
Conclusion:
Apex is liable to Morgan for breach. She may recover the cost of repair and consequential damages (e.g., water damage), if foreseeable.
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2. Negligence – Property Damage (Morgan v. Apex)
Rule:
To establish negligence, plaintiff must show: (1) duty, (2) breach, (3) causation, and (4) damages. Professionals owe a duty to perform services with reasonable skill and care.
Analysis:
Apex owed Morgan a duty as a contractor. Use of substandard materials and improper installation constitutes a breach. The collapse and resulting damage were foreseeable consequences.
Conclusion:
Morgan has a strong negligence claim for the water damage caused by Apex’s breach of duty.
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3. Economic Loss Rule – Tort vs. Contract Recovery
Rule:
In many jurisdictions, the economic loss rule bars recovery in tort for purely economic damages arising from a contractual relationship. However, damage to other property or personal injury allows tort recovery.
Analysis:
Morgan suffered both economic losses and property damage. Because there’s damage beyond the roof itself, tort recovery is not barred.
Conclusion:
Morgan may pursue both contract and tort remedies for property damage and consequential loss.
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4. Negligence – Personal Injury to a Third Party (Sam v. Apex)
Rule:
A duty of care may extend to foreseeable third parties, even if not in privity. A contractor can be liable to non-clients for personal injuries caused by negligent work.
Analysis:
Sam was injured due to Apex’s substandard roofing. As someone inside the home, he was a foreseeable victim of structural failure.
Conclusion:
Sam can recover under tort theory. Contractual privity is not required for negligence claims.
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5. Limitation of Damages via Contractual Terms (Defense)
Rule:
Contracts may include limitations on liability or disclaimers, but such clauses are narrowly construed and not enforceable for gross negligence or personal injury.
Analysis:
No facts indicate a limitation clause was included. Even if present, it would likely not shield Apex from liability for personal injuries or grossly negligent construction.
Conclusion:
Apex likely cannot limit its liability in this case.
Police officers in Phoenix received an anonymous tip that Ethan, a college student, was distributing narcotics out of his apartment. Without obtaining a warrant, officers entered Ethan’s building through an unlocked hallway door and knocked on his apartment. When Ethan opened the door, an officer claimed to smell marijuana and immediately entered without consent. Inside, officers found packaged pills, a loaded firearm, and a locked safe.
Ethan was arrested and remained silent during custodial interrogation. He later requested a lawyer. Despite this, a different officer approached him two hours later and initiated conversation about the case. Ethan confessed.
At trial, prosecutors sought to introduce:
1. The drugs and gun found in the apartment,
2. Ethan’s confession,
3. A prior misdemeanor theft conviction from college to impeach Ethan's testimony.
Ethan moved to suppress the physical evidence and confession, and objected to admission of the prior conviction.
Analyze the admissibility of each item under the U.S. Constitution and Federal Rules of Evidence. Use full IRAC for each.
🔍 IRAC Breakdown – Criminal Procedure × Evidence
1. Warrantless Entry and Search – Fourth Amendment
Rule:
Warrantless searches of a home are presumptively unreasonable unless an exception applies (e.g., consent, exigent circumstances, plain view, or search incident to arrest). Entry based solely on odor without consent or exigency violates the Fourth Amendment (*Kyllo v. United States*, *Florida v. Jardines*).
Analysis:
Officers lacked a warrant and entered solely based on odor. No exigency existed — Ethan opened the door voluntarily, and there was no immediate risk of destruction of evidence or flight.
Conclusion:
Search was unconstitutional. Drugs, gun, and safe should be suppressed as fruit of the unlawful entry.
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2. Custodial Interrogation and Right to Counsel – Fifth Amendment
Rule:
Under *Miranda v. Arizona*, once a suspect invokes their right to counsel, interrogation must cease until counsel is present. A reinitiation by law enforcement without a break in custody or waiver violates Miranda.
Analysis:
Ethan requested counsel. Officers re-approached him without counsel present or waiver, constituting a clear violation. The confession was the product of custodial interrogation after invocation.
Conclusion:
Confession must be suppressed under Miranda.
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3. Impeachment with Prior Conviction – FRE 609
Rule:
Under FRE 609(a)(1), prior felony convictions (punishable by death/imprisonment >1 yr) may be used to impeach if probative of truthfulness. For misdemeanors, only crimes involving dishonesty or false statements (e.g., fraud, perjury) are admissible. Balancing test applies under FRE 403.
Analysis:
Ethan’s theft conviction is a misdemeanor. Unless it involved deceit or dishonesty (e.g., shoplifting with intent to defraud), it is inadmissible. Even if admissible, the probative value must outweigh unfair prejudice.
Conclusion:
Prior conviction likely excluded unless prosecution shows it involved dishonesty.