BUSINESS ASSOCIATIONS
A shareholder may bring a derivative claim against a third party for harm suffered by the corporation. The shareholder must have been a shareholder at the time of the wrongful act, must fairly and adequately represent the interests of the corporation, and must first make a written demand on the board of directors to take action, unless such a demand would be futile .
Supplemental Jurisdiction
A federal court with subject matter jurisdiction over a claim may exercise supplemental jurisdiction over other claims that are so related to the original claim that they form part of the same case or controversy.
Time, Place and Manner Restrictions
The government may impose reasonable restrictions on the time, place, and manner of speech in a public forum, provided the restrictions are content-neutral, narrowly tailored to serve a significant government interest, and leave open ample alternative channels for communication.
Terms Required in the Offer
Under the common law, an offer must contain all essential terms, including the parties, subject matter, price, and quantity. Under the UCC, the only essential term is quantity.
Voluntary Manslaughter
Voluntary manslaughter is an intentional killing committed in the heat of passion upon adequate provocation.
Unavailability Requirement
Certain hearsay exceptions require the declarant to be unavailable to testify, such as former testimony, statements against interest, and dying declarations. A declarant is unavailable if they are exempt from testifying due to privilege, refuse to testify, testify to not remembering the subject matter, cannot be present due to death or illness, or are absent from the hearing and the proponent has been unable to procure their attendance.
Duty to Mitigate
In a majority of states, a landlord has a duty to mitigate damages by making reasonable efforts to re-let the premises if a tenant abandons.
Actual and Proximate Cause
Actual cause, or cause-in-fact, is established if the plaintiff's injury would not have occurred but for the defendant's negligent conduct. Proximate cause, or legal cause, requires that the plaintiff's injury was a foreseeable result of the defendant's negligent conduct.
General Partnership Formation
A general partnership is formed when two or more persons associate as co-owners to carry on a business for profit, regardless of their subjective intent. A sharing of profits from a business is prima facie evidence that a partnership exists.
Specific Jurisdiction
Specific personal jurisdiction exists when the cause of action arises out of or relates to the defendant's purposeful contacts with the forum state.
Unprotected Speech
Certain categories of speech receive no First Amendment protection, including speech that incites imminent lawless action, fighting words, defamation, and obscenity.
Acceptance
Acceptance is a manifestation of assent to the terms of the offer in the manner prescribed or authorized by the offer.
Involuntary Manslaughter
Involuntary manslaughter is an unintentional killing committed with criminal negligence or during the commission of an unlawful act that is not a felony.
Present Sense Impression
A statement describing or explaining an event or condition made while the declarant was perceiving the event or condition, or immediately thereafter, is an exception to the hearsay rule.
Termination of an Easement
An easement may be terminated by estoppel, necessity, destruction of the servient tenement , condemnation , release, abandonment, merger, or prescription .
Eggshell Plaintiff Rule
A defendant is liable for all harm that the plaintiff suffers as a result of the defendant's tortious conduct, even if the plaintiff suffers from a pre-existing condition that makes the harm greater than a normal person would have suffered.
Partner Duty of Loyalty
Partners in a general partnership owe a duty of loyalty to the partnership and the other partners. This duty requires a partner to account for any benefit derived from the partnership's business, to refrain from dealing with the partnership as an adverse party, and to refrain from competing with the partnership.
Motion for Summary Judgement
A court will grant a motion for summary judgment if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.
Exclusive State Powers
The Tenth Amendment reserves to the states powers not delegated to the federal government by the Constitution, nor prohibited by it to the states.
Contract Modification
At common law, a modification of a contract requires new consideration. Under the UCC, an agreement modifying a contract for the sale of goods needs no consideration to be binding, but must be made in good faith.
1st and 2nd Degree Murder
First-degree murder is typically defined as a deliberate and premeditated killing or a killing that occurs during the commission of an inherently dangerous felony. Second-degree murder is a killing with malice aforethought that does not qualify as first-degree murder.
Excited Utterance
A statement relating to a startling event or condition, made while the declarant was under the stress of excitement that it caused, is an exception to the hearsay rule.
Implied Warranty Fitness/Suitability
In most jurisdictions, a builder of a new home impliedly warrants that the home is fit for its intended purpose and constructed in a workmanlike manner.
Defective Products
A product may be defective due to a flaw in its manufacturing, a defective design, or an inadequate warning.
Conflict Interest Transactions
A conflict of interest transaction between a director and the corporation is a breach of the duty of loyalty unless the transaction is approved by a majority of disinterested directors after full disclosure, approved by a majority of disinterested shareholders after full disclosure, or is fair to the corporation at the time it was authorized.
Change of Venue
For the convenience of the parties and witnesses and in the interest of justice, a district court may transfer any civil action to any other district where it might have been brought.
Commerce Power
Congress has the power to regulate the channels and instrumentalities of interstate commerce, persons and things in interstate commerce, and activities that have a substantial effect on interstate commerce.
Mirror Image Rule and UCC 2-207
Under the common law's mirror image rule, the acceptance must be a mirror image of the offer. UCC § 2-207 provides that for the sale of goods, an acceptance with additional or different terms is still an acceptance, and the new terms may become part of the contract depending on whether the parties are merchants.
Felony Murder Rule
The felony murder rule provides that a person is guilty of murder if a death results from the commission of an inherently dangerous felony.
Medical Diagnosis or Treatment
A statement made for—and reasonably pertinent to—medical diagnosis or treatment and describing medical history, or past or present symptoms, pain, or sensations, or the inception or general character of the cause or external source thereof, is an exception to the hearsay rule.
Adverse Possession
A person can acquire title to real property by adverse possession if their possession is continuous, open and notorious, actual, and hostile for the statutory period.
Comparative Fault
In a comparative fault jurisdiction, the plaintiff's recovery is reduced by the percentage of their own negligence. In a modified comparative fault jurisdiction, the plaintiff's recovery is barred if their negligence exceeds a certain threshold (usually 50%).
Piercing the Corporate Veil
A court may pierce the corporate veil and hold shareholders personally liable for the corporation's obligations if the plaintiff can show that the corporation is an alter ego or mere instrumentality of the shareholder, that the shareholder is using the corporate form to perpetrate a fraud or injustice, and that an inequitable result will occur if the veil is not pierced.
Removal
A defendant may remove a case from state court to the federal court for the district in which the state court action is pending if the federal court would have had original subject matter jurisdiction over the action.
Takings Clause (Eminent Domain)
The Fifth Amendment's Takings Clause, applicable to the states through the Fourteenth Amendment, prohibits the government from taking private property for public use without just compensation.
Anticipatory Repudiation
Anticipatory repudiation occurs when a party to a contract, prior to the time set for performance, unequivocally indicates that he will not perform when the time comes. The non-repudiating party may sue for damages immediately, wait to sue, treat the contract as discharged, or urge the other party to perform.
Causation in Homicide
The defendant's act must be both the actual cause and the proximate cause of the victim's death. Proximate cause is a legal determination that the defendant should be held criminally responsible for the death.
Impeachment
A witness's credibility may be attacked, or impeached , by various means, including showing bias, prior inconsistent statements, bad character for truthfulness, or sensory defects.
Shelter Rule
A person who takes real property from a bona fide purchaser will prevail against any interest that the transferor-bona fide purchaser would have prevailed against. This is true even if the person taking the property had notice of the prior interest.
Affirmative Duty to Act
Generally, there is no affirmative duty to act to help a person in peril. However, such a duty may arise from a special relationship between the parties, or when the defendant created the danger.