IN Bar cheat sheet

Civil procedure (federal court): subject-matter jurisdiction requires either federal question under 28 U.S.C. §1331 or diversity under §1332 (complete diversity plus amount in controversy exceeding $75,000, exclusive of interest and costs).

Erie doctrine: in diversity cases, federal courts apply state substantive law (including statutes of limitations and choice-of-law rules) and federal procedural law; if no federal rule or statute on point, apply federal practice unless it affects outcome-determinative substantive rights.

Personal jurisdiction: general jurisdiction requires domicile or continuous-and-systematic affiliations so essentially at home; specific jurisdiction requires purposeful availment, relatedness, and reasonableness under fair play and substantial justice.

Contracts: under UCC Article 2 (goods), a definite offer can be accepted in any reasonable manner; under common law, the mirror-image rule applies, but a counteroffer with different terms operates as a rejection and new offer.

Statute of Frauds categories: marriage, year, land, executor, surety, sale of goods over $500 (UCC §2-201), plus modified UCC and UETA rules; note the main-purpose doctrine for surety and the part-performance exception.

Torts: negligence requires duty, breach, actual cause (but-for), proximate cause (foreseeability), and damages; comparative negligence reduces recovery, while contributory negligence (where retained) bars recovery entirely.

Criminal law: Fourth Amendment requires a warrant supported by probable cause unless an exception applies (search incident to arrest, automobile, plain view, consent, exigency, inventory); Miranda custody plus interrogation triggers warnings.

Evidence: relevance requires probative value and materiality; hearsay is an out-of-court statement offered to prove the truth of the matter asserted, subject to exemptions (party-opponent, prior consistent/inconsistent statements, etc.) and exceptions (present sense impression, excited utterance, business records).

Constitutional law: state action doctrine limits constitutional claims to government action; substantive due process applies strict scrutiny to fundamental rights and intermediate scrutiny to sex classifications, while rational basis governs economic regulations.

Agency: a principal is bound by an agent's acts if the agent had actual authority (express or implied) or apparent authority (third-party reasonable belief created by the principal's manifestations); ratification can also bind the principal.

Partnerships: under RUPA, a partnership is an association of two or more persons to carry on a business for profit; absent an agreement, profits and losses are shared equally, and each partner has equal management rights.

Corporations: directors owe duties of care and loyalty; the business judgment rule presumes informed decisions made in good faith with no conflict of interest; interested-director transactions require fairness or disinterested approval.

Secured transactions (UCC Article 9): attachment requires value, debtor's rights in collateral, and a security agreement; perfection by filing is generally required for priority, except for purchase-money security interests in consumer goods (automatic) and possessory pledges.

Family law: premarital agreements are enforceable if in writing, voluntarily executed, and without unconscionability; child custody is decided under the best-interests-of-the-child standard, considering factors such as stability, parental fitness, and the child's preference.

Wills and estates: a valid will requires testamentary intent, capacity, and statutory formalities (signature by testator and two witnesses in most states); holographic wills are valid in many states if material provisions are in the testator's handwriting.

Trusts: a trust requires settlor, trustee, trust property (res), and ascertainable beneficiaries; spendthrift clauses restrict voluntary and involuntary alienation by beneficiaries, subject to exceptions for necessities and certain government claims.

Conflict of laws: the traditional approach applies the law of the place of the wrong (lex loci delicti); modern approaches include the most-significant-relationship test (Restatement Second) and interest analysis; contractual choice-of-law clauses are generally enforced unless contrary to a fundamental public policy.

MPT tasks typically include a memo, brief, contract provision, client letter, or will; the File contains facts and the Library contains legal authorities (cases, statutes, regulations).

The MPT is scored on factual analysis, legal analysis, and communication; candidates must apply the provided law to the provided facts rather than relying on outside knowledge.

Time allocation: 90 minutes per MPT task; a common approach is 45 minutes reading and outlining, 40 minutes drafting, and 5 minutes reviewing.

Objective memos use headings that state conclusions, followed by analysis applying each legal element to specific facts; avoid conclusory statements unsupported by the File.

Persuasive briefs require a statement of facts favorable to the client, legal argument with citations to the Library, and a clear request for relief; adverse facts must be addressed, not ignored.

When the Library contains conflicting authorities, reconcile them by hierarchy (statute over case law), jurisdiction, date, and factual similarity; distinguish cases on material facts.

Client letters should be written in plain language, avoid legal jargon, summarize the analysis and options, and state clear next steps; do not include citations to cases the client cannot access.

Drafting contracts or statutes requires precision: define key terms, use consistent terminology, address contingencies, and check that all elements required by the task instructions are covered.

Removal: a defendant may remove a case from state to federal court if the federal court would have original jurisdiction; removal is unavailable for in-state defendants in diversity cases (forum-defendant rule).

Supplemental jurisdiction (28 U.S.C. §1367): allows claims that are part of the same case or controversy as a claim with original jurisdiction; discretionary dismissal is permitted if the supplemental claim raises novel state-law issues.

Venue: proper in a district where any defendant resides (if all defendants reside in the same state), where a substantial part of the events occurred, or where property is located; transfer under §1404 is for convenience and the interest of justice.

Evidence: character evidence is generally inadmissible to prove conduct, but may be admissible to show motive, opportunity, intent, preparation, plan, knowledge, identity, or absence of mistake (MIMIC).

Evidence: prior consistent statements are admissible to rebut a charge of recent fabrication or improper influence; prior inconsistent statements under oath at a prior proceeding are admissible substantively.

Evidence: expert testimony under Daubert requires reliable methods, relevant specialized knowledge, and a fit between the testimony and the facts; the trial judge acts as gatekeeper.

Evidence: best evidence rule requires the original writing to prove its contents when the contents are at issue; duplicates are admissible unless authenticity is disputed, and summaries are permitted for voluminous records.

Torts: strict liability for abnormally dangerous activities requires an activity that creates a foreseeable and highly significant risk of harm that cannot be eliminated with reasonable care, and the activity must be inappropriate to its location.

Torts: defamation of a public figure requires actual malice (knowledge of falsity or reckless disregard for truth); private plaintiffs need at least negligence for matters of public concern, and actual injury for presumed or punitive damages.

Contracts: anticipatory repudiation allows the non-breaching party to treat the contract as breached immediately or wait for performance; the repudiating party may retract unless the other party has materially changed position or indicated finality.

Contracts: expectation damages place the non-breaching party in the position performance would have produced; consequential damages require foreseeability (Hadley v. Baxendale), and mitigation limits recovery.

Criminal law: accomplice liability requires intent to assist the principal's conduct; mere knowledge or presence is insufficient, and withdrawal requires repudiation or neutralizing assistance before the crime.

Criminal law: felony murder requires an underlying felony that is independent of the killing and not merged; the death must be a foreseeable result of the felony, and the defendant must be guilty of the felony.

Constitutional law: the Commerce Clause permits regulation of channels and instrumentalities of interstate commerce, persons or things in interstate commerce, and activities substantially affecting interstate commerce (substantial-effects test).

Constitutional law: procedural due process requires notice and an opportunity to be heard before deprivation of life, liberty, or property; the Mathews v. Eldridge balancing test weighs private interest, risk of erroneous deprivation, and government interest.

Agency: an agent's duty of loyalty prohibits self-dealing and usurping business opportunities; the duty of care requires reasonable diligence, and the principal must indemnify the agent for authorized acts.

Partnership: a limited liability partnership (LLP) shields partners from personal liability for partnership obligations arising from negligence or malpractice of other partners, but partners remain liable for their own negligence.

Corporations: a shareholder derivative action requires demand on the board or futility; the demand is excused if a majority of directors is interested or lacks independence.

Corporations: the duty of loyalty prohibits insider trading, usurping corporate opportunities, and competing with the corporation; the duty of care is breached by gross negligence, not ordinary negligence.

Secured transactions: a financing statement must include the debtor's name, the secured party's name, and an indication of the collateral; a seriously misleading error in the debtor's name makes the filing ineffective.

Secured transactions: priority among conflicting security interests in the same collateral generally follows first-to-file-or-perfect; a purchase-money security interest in goods has priority if perfected within 20 days after the debtor receives possession.

Negotiable instruments: a holder in due course must take the instrument for value, in good faith, and without notice of defenses; an HDC takes free of personal defenses but subject to real defenses (fraud in the factum, duress, incapacity, illegality).

Bankruptcy: Chapter 7 liquidation requires a debtor to pass the means test; the automatic stay halts collection actions, and the trustee may avoid preferential transfers made within 90 days before filing (one year for insiders).

Family law: a court has jurisdiction over divorce if one spouse is domiciled in the state; property division follows equitable distribution, considering factors such as duration of marriage, contributions, and economic circumstances.

Family law: spousal support may be awarded based on need and ability to pay, considering the standard of living during marriage; modification requires a substantial change in circumstances.

Wills: revocation can occur by physical act (burning, tearing, canceling) with intent to revoke, by subsequent instrument (express or implied by inconsistency), or by operation of law (divorce revokes provisions for the former spouse in many states).

Wills: ademption applies when specifically devised property is no longer in the estate at death; the beneficiary receives nothing unless the disposition is a general devise or ademption by satisfaction is shown.

Trusts: a resulting trust arises when a transfer is made without consideration or with an improper purpose, and the beneficial interest reverts to the transferor; a constructive trust is a remedy for unjust enrichment.

Trusts: the trustee's duty of impartiality requires balancing the interests of income beneficiaries and remainder beneficiaries; the prudent investor rule requires diversification and reasonable care.

Conflict of laws: a court applies its own procedural rules (forum law) and may apply another state's substantive law; the public policy exception permits refusal to apply foreign law contrary to fundamental forum policy.

Conflict of laws: judgments are entitled to full faith and credit if the rendering court had jurisdiction and the judgment is final; penal judgments and tax claims are generally not enforced extraterritorially.

Memo format: heading (To, From, Date, Re), question presented, brief answer, statement of facts, analysis, and conclusion; each legal element should be analyzed separately with facts from the File.

Brief format: caption, statement of facts, argument with headings stating legal conclusions, citations to the Library, and a conclusion requesting specific relief.

Client letter format: date, salutation, introductory statement of the question, plain-language analysis, options and recommendations, and closing; avoid legalese and unexplained citations.

Contract provision drafting: identify the parties, define key terms, state obligations and conditions, address remedies and termination, and ensure consistency with the task instructions.

Factual analysis: identify legally significant facts, resolve ambiguities, and note missing facts; do not invent facts not in the File, but reasonable inferences are permitted.

Legal analysis: quote or paraphrase the controlling rule from the Library, then apply each element to the facts; distinguish adverse authority and explain why it does not control.

Formatting: use headings and short paragraphs; cite authorities by name and page or section; follow any format instructions in the task memo exactly.

Time management: skim the task memo first, then read the File and Library; outline before drafting, and reserve time to check that all required elements are addressed.

Estates: fee simple absolute is the largest estate and is freely alienable; a life estate ends at death and cannot be devised; a fee tail is largely abolished in the United States.

Future interests: reversion, possibility of reverter, and right of entry are retained by the grantor; remainder interests (vested or contingent) are held by third parties; the Rule Against Perpetuities applies to contingent remainders and executory interests.

Landlord-tenant: a lease is a conveyance of an estate; the implied warranty of habitability requires the landlord to maintain the premises in a habitable condition, and retaliatory eviction is prohibited.

Concurrent ownership: joint tenants have the right of survivorship and equal shares; tenants in common have no survivorship and may hold unequal shares; tenancy by the entirety requires a valid marriage.

Easements: an express easement requires a writing; an easement by necessity requires unity of ownership and strict necessity; a prescriptive easement requires open, notorious, adverse, and continuous use for the statutory period.

Recording acts: a race statute protects the first to record; a notice statute protects a subsequent purchaser without notice; a race-notice statute protects a subsequent purchaser without notice who records first.

Mortgages: a mortgage is a security interest in real property; foreclosure extinguishes junior liens, and the proceeds are distributed by priority; a deficiency judgment may be sought if proceeds are insufficient.

Fourth Amendment: a search requires a warrant or an exception; the exclusionary rule bars evidence obtained in violation of the Fourth Amendment, subject to good-faith, inevitable-discovery, and attenuation exceptions.

Fifth Amendment: Miranda warnings are required before custodial interrogation; the public safety exception permits unwarned questioning when there is an immediate threat to public safety.

Sixth Amendment: the right to counsel attaches at the initiation of adversarial judicial proceedings; it is offense-specific, and a defendant may waive it knowingly and voluntarily.

Hearsay exemptions: party-opponent statements, prior statements under oath, and prior consistent statements are not hearsay; statements offered for their effect on the listener are also not hearsay.

Hearsay exceptions: present sense impression (statement during or immediately after an event), excited utterance (startling event), then-existing mental, emotional, or physical condition, and business records.

Confrontation Clause: testimonial hearsay is inadmissible unless the declarant is unavailable and the defendant had a prior opportunity to cross-examine; nontestimonial statements are governed by hearsay rules.

Character evidence in criminal cases: the defendant may offer evidence of a pertinent trait, and the prosecution may rebut; the prosecution may offer evidence of the victim's character only in limited circumstances (e.g., self-defense).

Constitutional law: equal protection analysis applies strict scrutiny to suspect classifications (race, national origin, alienage), intermediate scrutiny to sex and illegitimacy, and rational basis to age, wealth, and disability.

Constitutional law: the First Amendment protects speech, press, assembly, and petition; content-based restrictions require a compelling interest and narrow tailoring, while content-neutral time, place, and manner restrictions require an important interest and ample alternatives.

Constitutional law: the Establishment Clause prohibits government endorsement of religion; the Lemon test (secular purpose, primary effect, excessive entanglement) is applied in many jurisdictions, though the Supreme Court has shifted toward a historical-practices approach.

Torts: battery requires intentional harmful or offensive contact; assault requires apprehension of imminent harmful or offensive contact; false imprisonment requires confinement within boundaries without consent or legal authority.

Torts: trespass to land requires intentional entry without consent; nuisance requires substantial and unreasonable interference with another's use and enjoyment of land.

Torts: products liability requires a defective product (manufacturing, design, or warning defect) and causation; strict liability applies to sellers engaged in the business of selling the product.

Torts: proximate cause requires foreseeability; intervening causes may supersede if unforeseeable, but foreseeable intervening acts (negligence, rescue attempts) do not break the chain.

Torts: damages include compensatory (economic and noneconomic) and punitive damages; punitive damages require gross negligence or intentional misconduct and are subject to constitutional limits (State Farm v. Campbell).

Scoring criteria: factual analysis (identifying and using relevant facts), legal analysis (correctly applying the Library), and communication (organization, clarity, and format).

Common pitfall: relying on outside legal knowledge instead of the Library; the MPT tests application of provided authorities, and outside rules may be incorrect for the task.

Common pitfall: failing to address all parts of the task memo; each instruction (e.g., analyze, draft, recommend) must be covered in the response.

Common pitfall: ignoring adverse facts or authorities; a strong response acknowledges weaknesses and explains why the client's position prevails or how to mitigate risk.

Common pitfall: writing in a conclusory manner without applying facts; each legal element should be tied to specific facts from the File.

Common pitfall: poor organization; use headings that track the legal elements and follow the format requested in the task memo.

Common pitfall: mismanaging time; allocate time for reading, outlining, drafting, and reviewing, and avoid spending excessive time on one section.

Common pitfall: incorrect citations; cite the Library authorities by name and section, and do not invent citations or page numbers.

Offer and acceptance: an offer must be definite and communicated; acceptance must be unequivocal and communicated to the offeror, unless the offer invites acceptance by performance or the mailbox rule applies.

Consideration: a bargained-for exchange of legal value; past consideration, moral obligation, and illusory promises are generally insufficient.

UCC Article 2: a contract for goods may be modified without consideration if made in good faith; the statute of frauds requires a writing for goods over $500, with exceptions for specially manufactured goods and admission.

Conditions: a condition precedent must occur before performance is due; a condition subsequent terminates an existing duty; substantial performance satisfies the condition unless the breach is material.

Remedies: specific performance is available for unique goods or land when damages are inadequate; replevin recovers specific goods; cover and resale are UCC remedies for buyers and sellers.

Third-party beneficiaries: an intended beneficiary may enforce the contract; an incidental beneficiary may not; the promisee and promisor may modify or rescind the contract before the beneficiary's rights vest.

Assignment and delegation: an assignment transfers rights and requires no consideration; a delegation transfers duties but does not relieve the delegator of liability unless a novation occurs.

Agency: an agency relationship requires consent, control, and acting on behalf of the principal; no consideration is required, and the agent's authority may be actual, apparent, or inherent.

Agency: a principal is liable for the agent's torts committed within the scope of employment under respondeat superior; intentional torts are generally outside the scope unless foreseeable or authorized.

Agency: the agent's duty of loyalty prohibits self-dealing, usurping business opportunities, and disclosing confidential information; the duty of care requires reasonable diligence.

Partnership: a general partnership is formed by an association of two or more persons to carry on a business for profit; no filing is required, and each partner is personally liable for partnership obligations.

Partnership: a limited partnership requires at least one general partner and one limited partner; limited partners are not personally liable for partnership obligations unless they participate in control.

Partnership: dissociation occurs when a partner ceases to be associated with the partnership; wrongful dissociation may trigger damages, and dissolution requires winding up.

Corporations: a promoter is personally liable for pre-incorporation contracts unless the corporation adopts the contract or the third party agrees to look only to the corporation.

Professional responsibility: a lawyer must provide competent representation, abide by the client's decisions about the objectives of representation, and keep the client reasonably informed.

Professional responsibility: a lawyer may not represent a client if the representation creates a concurrent conflict of interest, unless the lawyer reasonably believes the representation will not be adversely affected and the client gives informed consent.

Professional responsibility: a lawyer must keep client information confidential, with exceptions for informed consent, implied authorization, and disclosure necessary to prevent reasonably certain death or substantial bodily harm.

Professional responsibility: a lawyer may not commingle client funds with the lawyer's own funds; client funds must be held in a trust account, and earned fees must be withdrawn promptly.

Remedies: compensatory damages require actual injury and causation; nominal damages are available for breach of contract without actual loss; punitive damages are generally not available for breach of contract.

Remedies: equitable remedies include injunction, specific performance, and restitution; injunctions require irreparable harm, inadequacy of legal remedies, and a balance of hardships.

Remedies: restitution prevents unjust enrichment and may be available in quasi-contract; the measure is the benefit conferred, not the expectation interest.

Remedies: liquidated damages are enforceable if the amount is reasonable and difficult to estimate at the time of contracting; otherwise they are an unenforceable penalty.

Relevance: evidence is relevant if it has any tendency to make a fact more or less probable and the fact is of consequence; relevant evidence may be excluded if its probative value is substantially outweighed by unfair prejudice, confusion, or waste of time.

Character evidence: in civil cases, character evidence is generally inadmissible to prove conduct; in criminal cases, the defendant may offer evidence of a pertinent trait, and the prosecution may offer evidence of the victim's character in self-defense cases.

Impeachment: a witness may be impeached by prior inconsistent statements, bias, interest, conviction of a crime, and reputation for truthfulness; extrinsic evidence is generally not permitted for collateral matters.

Privileges: attorney-client, physician-patient, and spousal privileges protect confidential communications; the attorney-client privilege survives death and is not waived by disclosure to a third party necessary for representation.

Authentication: evidence must be authenticated by evidence sufficient to support a finding that the item is what the proponent claims; self-authenticating documents include certified public records and newspapers.

Witnesses: a witness must have personal knowledge and take an oath; expert witnesses may testify if qualified by knowledge, skill, experience, training, or education.

Trial procedure: the plaintiff bears the burden of proof by a preponderance of the evidence in civil cases and beyond a reasonable doubt in criminal cases; the burden of production shifts, but the burden of persuasion remains.

Real property: a deed must be in writing, signed by the grantor, identify the parties and the land, and be delivered with intent to convey; recording provides constructive notice to subsequent purchasers.

Real property: adverse possession requires actual, open and notorious, exclusive, continuous, and hostile possession for the statutory period; color of title may shorten the period.

Real property: a covenant runs with the land if it touches and concerns the land, the parties intended it to run, and there is privity of estate; an equitable servitude requires notice and intent.

Real property: zoning ordinances regulate land use; a variance requires undue hardship and no adverse effect on the public welfare; a special exception is permitted when the use is compatible with the neighborhood.

Real property: a taking requires a public use and just compensation; regulatory takings may require compensation if the regulation denies all economically beneficial use or fails the Penn Central balancing test.

Real property: a landlord must mitigate damages when a tenant abandons the premises; the tenant remains liable for rent until the landlord re-lets or the lease terminates.

Real property: a security deposit must be held in trust and returned within the statutory period, with an itemized statement of deductions; failure may result in statutory penalties.

Use the Library as the sole source of law; do not rely on outside statutes or cases, and do not cite authorities not provided unless the task explicitly permits it.

When a statute controls, quote the relevant text and apply each element to the facts; when a case controls, state the holding and explain how the facts are similar or distinguishable.

Cite cases by name and page or paragraph; cite statutes by section; follow any citation format specified in the task memo.

When the Library contains a statute and a case interpreting it, apply the statute as interpreted by the case; do not ignore the case law.

When the Library contains conflicting cases, identify the conflict, explain the reasoning of each, and choose the controlling authority based on jurisdiction, date, and hierarchy.

Use parenthetical explanations for citations when the relevance is not obvious; keep quotations short and integrate them into the analysis.

Check that every legal conclusion is supported by a citation to the Library or by facts from the File; unsupported assertions weaken the response.

Standing requires injury in fact, causation, and redressability; third-party standing is permitted when the plaintiff has a close relationship with the third party and the third party is hindered from asserting its own rights.

Ripeness requires a concrete dispute that is fit for judicial review; mootness applies when the dispute is no longer live, subject to exceptions for capable-of-repetition-yet-evading-review and voluntary cessation.

Sovereign immunity: the Eleventh Amendment bars suits against states in federal court; exceptions include consent, congressional abrogation under Section 5 of the Fourteenth Amendment, and suits against state officers for prospective relief (Ex parte Young).

Federal preemption: express preemption occurs when a federal statute explicitly displaces state law; implied preemption occurs when state law conflicts with federal law or when federal law occupies the field.

Dormant Commerce Clause: state laws that discriminate against interstate commerce are invalid unless they serve a legitimate local purpose that cannot be achieved by nondiscriminatory means; nondiscriminatory laws are valid unless the burden on interstate commerce clearly exceeds the local benefits.

Privileges and immunities (Article IV): states may not discriminate against nonresidents with respect to fundamental rights, unless there is a substantial reason and the discrimination is closely related to that reason.

Contracts Clause: states may not impair the obligations of contracts, but reasonable regulations affecting contracts are valid if they serve a significant legitimate public purpose and are reasonable and appropriate.

Criminal law: mens rea levels include purposely, knowingly, recklessly, and negligently; the prosecution must prove the required mental state for each element of the offense.

Criminal law: accomplice liability requires intent to assist the principal's conduct; mere knowledge or presence is insufficient, and withdrawal requires repudiation or neutralizing assistance.

Criminal law: conspiracy requires an agreement between two or more persons to commit a crime and an overt act in furtherance (where required); the bilateral approach requires at least two guilty parties, while the unilateral approach requires only one.

Criminal law: self-defense requires a reasonable belief in imminent unlawful force; deadly force is permitted only if the defendant reasonably believes it is necessary to prevent imminent death or serious bodily harm.

Criminal procedure: a warrantless arrest requires probable cause; a warrantless search incident to arrest may extend to the area within the arrestee's immediate control.

Criminal procedure: the exclusionary rule bars evidence obtained in violation of the Fourth Amendment; the good-faith exception applies when officers reasonably rely on a warrant later found invalid.

Criminal procedure: the Sixth Amendment right to a speedy trial is evaluated under the Barker v. Wingo factors: length of delay, reason for delay, defendant's assertion of the right, and prejudice.

Negligence per se: a statute establishes the standard of care if the plaintiff is within the class the statute intended to protect and the harm is the type the statute was intended to prevent.

Res ipsa loquitur: the doctrine permits an inference of negligence when the accident is of a type that ordinarily does not occur without negligence, the instrumentality was in the defendant's exclusive control, and the plaintiff did not contribute.

Defamation: publication to a third party is required; truth is an absolute defense; public figures must prove actual malice, and private plaintiffs must prove at least negligence for matters of public concern.

Invasion of privacy: four torts include appropriation of name or likeness, intrusion upon seclusion, public disclosure of private facts, and false light; each requires a reasonable expectation of privacy.

Misrepresentation: fraudulent misrepresentation requires a false statement of material fact, knowledge of falsity, intent to induce reliance, justifiable reliance, and damages.

Damages: the collateral source rule prevents reduction of damages by payments from sources independent of the tortfeasor; the eggshell plaintiff rule requires the defendant to take the victim as found.

Damages: comparative negligence reduces recovery in proportion to the plaintiff's fault; contributory negligence bars recovery entirely in jurisdictions that retain it, subject to the last-clear-chance doctrine.

Contracts: an offer must be definite and communicated; acceptance must be unequivocal and communicated, unless the offer invites acceptance by performance or the mailbox rule applies.

Contracts: consideration requires a bargained-for exchange of legal value; past consideration, moral obligation, and illusory promises are generally insufficient.

Contracts: the statute of frauds requires a writing for contracts involving marriage, a year, land, executors, suretyship, and goods over $500; the part-performance exception applies to land and goods.

Contracts: anticipatory repudiation allows the non-breaching party to treat the contract as breached immediately or wait for performance; the repudiating party may retract unless the other party has materially changed position.

Sales: under UCC Article 2, a contract for goods may be modified without consideration if made in good faith; the statute of frauds requires a writing for goods over $500, with exceptions for specially manufactured goods and admission.

Sales: the implied warranty of merchantability requires goods to be fit for their ordinary purpose; the implied warranty of fitness for a particular purpose arises when the seller knows the buyer's particular purpose and the buyer relies on the seller's skill.

Sales: the perfect tender rule requires the seller to deliver goods that conform exactly to the contract; the buyer may reject nonconforming goods, subject to the seller's right to cure.

When drafting a contract, identify the parties, recite consideration, define key terms, and state the obligations and conditions clearly; avoid ambiguity that could lead to disputes.

When drafting a will, include a residuary clause, name an executor, and comply with statutory formalities; consider guardianship provisions for minor children.

When drafting a client letter, use plain language, explain the legal analysis and options, and state clear next steps; avoid citations to cases the client cannot access.

When drafting a memo, use headings that state conclusions, followed by analysis applying each legal element to specific facts; avoid conclusory statements unsupported by the File.

When drafting a brief, state the facts favorably to the client, cite the Library, and address adverse facts and authorities; conclude with a clear request for relief.

When drafting a statute or regulation, define key terms, state the scope and exceptions, and provide enforcement mechanisms; check that all elements required by the task instructions are covered.

When drafting a settlement agreement, include the parties, the terms of settlement, release of claims, confidentiality provisions, and a statement that the agreement is binding and enforceable.