BUSINESS ASSOCIATIONS
Actual Authority of Agent to Bind Principal
AN AGENT HAS THE AUTHORITY TO BIND A PRINCIPAL TO A CONTRACT WHEN THE AGENT ACTS WITH ACTUAL OR APPARENT AUTHORITY. ACTUAL AUTHORITY CAN BE EXPRESS OR IMPLIED
Diversity Jurisdiction
A federal court has diversity jurisdiction over a civil action where the amount in controversy exceeds $75,000, exclusive of interest and costs, and there is complete diversity of citizenship between the plaintiffs and defendants.
State Action Requirement
The protections of the U.S. Constitution generally apply only to government action, not the actions of private individuals or entities, unless the private actor is performing a traditional public function or there is significant state involvement with the private actor's conduct.
Common Law vs. UCC
The Uniform Commercial Code (UCC) governs contracts for the sale of goods. The common law governs all other types of contracts, including those for services and real estate.
Mental State Requirements
For a conviction, the prosecution must prove that the defendant had the requisite mental state, or mens rea , for the crime. The common law mental states are specific intent, general intent, and malice. The Model Penal Code proposes four mental states: purposely, knowingly, recklessly, and negligently.
Hearsay
Hearsay is an out-of-court statement offered in evidence to prove the truth of the matter asserted. It is generally inadmissible unless it falls under an exception or exclusion.
Deed Types and Merger
The three main types of deeds are the general warranty deed, the special warranty deed, and the quitclaim deed. Under the doctrine of merger , the contract for the sale of land merges into the deed at closing, and the buyer's rights are thereafter governed by the deed, not the contract.
Negligence Elements
To establish a prima facie case for negligence, a plaintiff must prove that the defendant owed a duty of care to the plaintiff, the defendant breached that duty, the breach was the actual and proximate cause of the plaintiff's injury, and the plaintiff suffered damages.
Apparent Authority
APPARENT AUTHORITY ARISES WHEN A THIRD PARTY REASONABLY BELIEVES THE AGENT HAS AUTHORITY TO ACT ON BEHALD OF THE PRINCIPAL, AND THAT BELIEF IS TRACEABLE TO THE PRINCIPAL'S MANIFESTATIONS
Federal Question Jurisdiction
Federal courts have subject matter jurisdiction over cases 'arising under' the Constitution, laws, or treaties of the United States.
State Sovereign Immunity
The Eleventh Amendment prohibits federal courts from hearing most private actions against state governments. This immunity does not extend to suits against state officials for injunctive relief or to suits where the state has consented to be sued.
A valid contract requires an offer, acceptance, and consideration.
Miranda Analysis
Law enforcement officers must provide Miranda warnings to a suspect before engaging in a custodial interrogation . A suspect is in custody if a reasonable person would not feel free to leave. An interrogation is any conduct by the police that they should know is reasonably likely to elicit an incriminating response.
Non-Hearsay
Statements that are not offered to prove the truth of the matter asserted are not hearsay. This includes statements offered to show their effect on the listener, legally operative facts, and circumstantial evidence of the declarant's state of mind.
Recording Statutes and Notice
Recording statutes determine the priority of competing interests in real property. A notice statute protects a subsequent bona fide purchaser for value who takes without notice of a prior interest. A race-notice statute protects a subsequent bona fide purchaser for value who takes without notice and records first. A race statute protects a subsequent purchaser who records first, regardless of notice.
Respondeat Superior
Under the doctrine of respondeat superior , an employer is vicariously liable for the torts of an employee committed within the scope of employment.
Contract Liability of the Partnership
A PARTNERSHIP IS LIABLE FOR CONTRACTS ENTERED INTO ON ITS BEHALF BY A PARTNER WITH AUTHORITY TO ACT FOR THE PARTNERSHIP
Citizenship for Diversity Purposes
For diversity jurisdiction purposes, an individual is a citizen of the state of their domicile . A corporation is a citizen of every state in which it is incorporated and of the one state where it has its principal place of business.
Dormant Commerce Clause
In the absence of federal regulation, a state or local government may regulate interstate commercial activity, but may not discriminate against or unduly burden interstate commerce.
Expectation Damages
Expectation damages are the standard measure of damages for breach of contract and are intended to put the non-breaching party in the same position they would have been in had the contract been fully performed.
4th Amendment Searches
A search for Fourth Amendment purposes occurs when the government intrudes upon a person's reasonable expectation of privacy or physically intrudes upon a constitutionally protected area. A search is generally unreasonable if it is conducted without a warrant.
Logical Relevance
Evidence is relevant if it has any tendency to make a fact of consequence to the determination of the action more or less probable than it would be without the evidence.
Leasehold Interest
A leasehold is an estate in land under which the tenant has a present possessory interest in the leased premises and the landlord has a future interest . The main types of leaseholds are the tenancy for years, the periodic tenancy, the tenancy at will, and the tenancy at sufferance.
The Reasonable Person Standard
In a negligence action, the defendant's conduct is measured against the standard of a reasonably prudent person under the same or similar circumstances.
DISSOLUTION OF A PARTNERSHIP IS THE COMMENCEMENT OF THE WINDING-UP PROCESS. EVENTS THAT CAN CAUSE DISSOLUTION INCLUDE THE EXPRESS WILL OF A PARTNER TO WITHDRAW, THE EXPIRATION OF THE TERM OF THE PARTNERSHIP OR THE AGREEMENT OF THE PARTNERS
Venue
Venue in a federal civil action is proper in a judicial district where any defendant resides, if all defendants reside in the same state; a judicial district in which a substantial part of the events or omissions giving rise to the claim occurred; or if neither of the first two apply, any judicial district in which any defendant is subject to the court's personal jurisdiction.
14th Amendment Equal Protection
The Equal Protection Clause of the Fourteenth Amendment prohibits states from denying any person within their jurisdiction the equal protection of the laws. Government classifications that treat similarly situated people differently are subject to different levels of scrutiny depending on the classification and the rights involved.
Terminating the Offer
An offer may be terminated by the offeror's revocation, the offeree's rejection or counteroffer, the lapse of time, or the death or incapacity of either party.
Larceny/Emblezzlement
Larceny is the trespassory taking and carrying away of the personal property of another with the intent to permanently deprive the owner thereof. Embezzlement is the fraudulent conversion of the property of another by one who is in lawful possession of the property.
Character Evidence
Evidence of a person's character or character trait is generally inadmissible to prove that on a particular occasion the person acted in accordance with the character or trait. However, there are exceptions in criminal cases and when character is an essential element of a charge, claim, or defense.
Assignments
An assignment is the transfer by a tenant of their entire remaining interest in the lease. The assignee is in privity of estate with the landlord and is liable for the covenants in the original lease that run with the land.
Strict Liability
A defendant is strictly liable for injuries caused by an abnormally dangerous activity or by a wild animal. In a products liability case, a manufacturer, distributor, or seller of a defective product is strictly liable for harm caused by the defect.
Business Judgement/Duty of Care
The business judgment rule protects a corporation's directors from liability for their decisions if they acted on an informed basis, in good faith, and in the honest belief that the action was in the best interests of the company. A director has a duty to act with the care that a person in a like position would reasonably believe appropriate under similar circumstances.
Personal Jurisdiction
A court may exercise personal jurisdiction over a defendant if the state's long-arm statute authorizes it and the exercise of jurisdiction comports with the Due Process Clause of the Fourteenth Amendment. Due process requires that the defendant have sufficient minimum contacts with the forum state such that the maintenance of the suit does not offend traditional notions of fair play and substantial justice.
1st Amendment Free Speech
The First Amendment protects freedom of speech, but this protection is not absolute. The government may regulate speech based on its content only if the regulation is necessary to achieve a compelling government interest. Content-neutral regulations of the time, place, and manner of speech are subject to intermediate scrutiny.
The Offer
An offer is a manifestation of a present intent to contract, communicated to an identified offeree, containing definite and certain terms.
Common Law Murder
Common law murder is the unlawful killing of a human being with malice aforethought . Malice can be established by showing an intent to kill, an intent to inflict great bodily injury, a reckless indifference to an unjustifiably high risk to human life , or an intent to commit a felony .
M.I.M.I.C
Evidence of a defendant's prior bad acts or crimes is not admissible to prove the defendant's character in order to show action in conformity therewith. However, such evidence may be admissible for other purposes, such as to prove Motive, Intent, absence of Mistake, Identity, or Common plan or scheme.
Abandonment
If a tenant abandons the leased premises, the landlord may accept the surrender and terminate the lease, or re-let the premises on the tenant's behalf and hold the tenant liable for any deficiency.
Negligence Per Se
An unexcused violation of a statute that establishes a specific standard of care constitutes negligence per se if the plaintiff is within the class of persons intended to be protected by the statute and the harm is of the type the statute was intended to prevent.