MEE key terms

A principal is bound by an agent's acts when the principal's manifestations lead a third party reasonably to believe the agent has authority, even if the agent lacks actual authority.

A court disregards the LLC or corporation's separate identity and holds owners personally liable, typically where owners commingle funds, undercapitalize the entity, or use it to commit fraud or injustice.

A lawsuit brought by a shareholder or LLC member on behalf of the entity to enforce a claim the entity holds, after satisfying demand or futility requirements; any recovery normally goes to the entity.

Obligation of directors, officers, partners, and controlling shareholders to act in the entity's interest, disclosing conflicts and refraining from self-dealing or usurping corporate opportunities unless the transaction is fair or properly approved.

A person who is not a partner may be liable to a third party who relied on the person's representations of partnership status, when the alleged partner consented to the representation.

The due process test for personal jurisdiction: the defendant must have purposeful contacts with the forum such that suit there is fair and reasonable and arises from or relates to those contacts.

A federal court hearing a claim with original jurisdiction may also hear related claims lacking an independent basis, including state claims within the same case or controversy; it must dismiss if the anchor claim drops.

In diversity cases federal courts apply state substantive law but follow the Federal Rules or federal practice on procedural matters, unless the federal approach encourages forum shopping or inequitable administration of the laws.

A final judgment on the merits bars a later suit between the same parties or their privies on the same claim, including claims that were raised or could have been raised.

A Rule 12(b)(6) motion asserts that the complaint's factual allegations, accepted as true, do not plausibly entitle the plaintiff to relief; it is decided on the pleadings without outside evidence.

Constitutional rights generally restrain government, so a plaintiff must show governmental involvement, such as a public function or significant entanglement, before challenging private conduct under the Fourteenth Amendment.

The most demanding review: the government must show its classification is necessary to serve a compelling interest and is narrowly tailored; it applies to suspect classifications and fundamental rights.

The Article III requirement that a plaintiff show an injury in fact that is concrete and particularized, fairly traceable to the defendant, and likely to be redressed by a favorable ruling.

Even without conflicting federal law, states may not discriminate against or unduly burden interstate commerce; discriminatory laws need a legitimate local purpose that cannot be served by nondiscriminatory means.

Before depriving a person of life, liberty, or property, government must give notice and a meaningful opportunity to be heard, with procedures balanced under the Mathews v. Eldridge factors.

Under UCC Article 2, a buyer may reject goods if they or the tender fail in any respect to conform to the contract, subject to the seller's cure rights and installment-contract protections.

An unequivocal indication before performance is due that a party will not perform lets the other party treat the breach as final, sue immediately, or await performance, and may demand adequate assurance.

A rule requiring a signed writing for enforceability of certain contracts, such as land sales, suretyship promises, and goods priced over $500, with defined exceptions like part performance and specially manufactured goods.

When parties adopt a fully integrated writing, prior or contemporaneous agreements cannot contradict or supplement it; evidence remains admissible to explain ambiguity, show fraud, or establish a condition precedent.

Under UCC 2-205, an offer by a merchant to buy or sell goods is irrevocable without consideration if a signed writing assures it will be held open, for at most three months.

The mental state element of an offense, such as purposely, knowingly, recklessly, or negligently, that must accompany the prohibited act for conviction under the Model Penal Code framework.

A killing during the commission of an inherently dangerous felony is murder without proof of intent to kill, limited in many jurisdictions by the agency, proximate cause, and merger doctrines.

A brief investigative detention permissible when an officer has reasonable suspicion, based on specific articulable facts, that a person is involved in criminal activity; a frisk requires reasonable suspicion of weapons.

Custodial interrogation triggers the requirement of warnings and a waiver; custody means a reasonable person would not feel free to leave, and interrogation means words likely to elicit an incriminating response.

The Fifth Amendment bars a second prosecution after acquittal or conviction and multiple punishments for the same offense, though it does not bar retrial after a mistrial or reversal for most trial errors.

An out-of-court statement offered to prove the truth of the matter asserted; it is inadmissible unless an exclusion applies or a recognized exception, such as excited utterance, covers it.

A hearsay exception for a statement relating to a startling event, made while the declarant was under the stress of excitement, which reduces the risk that the statement was fabricated.

Proof of a person's traits offered to show conduct in conformity is generally barred in civil cases and in the prosecution's case-in-chief, but may be admissible for impeachment or after the defendant opens the door.

To prove the content of a writing, recording, or photograph, the original must be produced unless an exception such as loss, unavailability, or collateral matter applies.

Under Rule 702 and Daubert, expert testimony must rest on sufficient facts, reliable methods, and reliable application of those methods; the judge screens reliability and the jury then weighs the testimony.

Acquiring title by actual, open and notorious, exclusive, continuous, and hostile possession of another's land for the statutory period; some states also require payment of taxes or color of title.

A purchaser who pays value, takes without notice of prior interests, and records first prevails under a race-notice statute; notice may be actual, inquiry, or constructive from the record.

An estate that may be cut short by the grantor's exercise of a right of entry on a stated event; the grantor must act, and the interest does not revert automatically.

An easement arising when land becomes landlocked upon severance of unified ownership, requiring strict necessity at the time of severance; it ends when the necessity ends and cannot be transferred apart from the land.

A doctrine allowing negligence to be inferred when the injury-causing instrument was in the defendant's exclusive control and the accident is of a kind that ordinarily does not occur without negligence.

An unexcused violation of a statute intended to protect a class including the plaintiff from the type of harm suffered establishes breach; the plaintiff must still prove causation and damages.

The scope-of-risk limit on liability: harm must be a foreseeable result of the breach rather than an extraordinary consequence, though the precise manner and extent of harm need not be foreseen.

Liability without fault for harm from an activity with a risk of serious harm that cannot be eliminated by reasonable care, is inappropriate to its location, and is of uncommon value to the community.

A system reducing a plaintiff's recovery in proportion to the plaintiff's fault; pure versions allow recovery however careless the plaintiff, while modified versions bar recovery above a stated threshold.