NALA CP cheat sheet

FRCP 12(b) defenses - lack of personal jurisdiction, improper venue, insufficient process, insufficient service - are waived unless raised in a pre-answer motion or in the answer; lack of subject-matter jurisdiction and failure to state a claim are never waived.

FRCP 4(m): service must be completed within 90 days after the complaint is filed; absent good cause the court may dismiss without prejudice or order an extension.

FRCP 12(a)(1): 21 days to answer a complaint (60 days if the defendant is the United States); 14 days to reply to a counterclaim or crossclaim.

FRCP 26(a)(1) initial disclosures are due within 14 days after the Rule 26(f) discovery planning conference.

FRCP 33: 25 interrogatories including subparts absent leave or stipulation; 30 days to respond, plus 3 days if served by mail.

FRCP 36: no numerical limit on requests for admission; a matter stands admitted unless the party serves a written answer or objection within 30 days.

FRCP 30(d)(1): a deposition is limited to one day of 7 hours unless stipulated or ordered otherwise.

FRCP 50(b) and 59(b): renewed judgment as a matter of law and new trial motions are due 28 days after entry of judgment.

FRAP 4(a)(1): notice of appeal is due 30 days after entry of judgment, or 60 days when the United States is a party.

UCC 2-201: a sale of goods for $500 or more requires a writing signed by the party to be charged, subject to exceptions for specially manufactured goods, admissions, payment, and merchant confirmations.

Common-law Statute of Frauds categories (MY LEGS): marriage, year-plus performance, land, executor's promise, surety, sale of goods $500 or more.

UCC 2-205 firm offer: a merchant's signed written offer to buy or sell goods is irrevocable without consideration for the stated period, capped at three months.

Mailbox rule: acceptance is effective on dispatch; option contracts and irrevocable offers require receipt before acceptance is effective.

UCC 2-207: a definite expression of acceptance forms a contract even with different terms; between merchants, additional terms enter unless they materially alter the deal or are objected to.

UCC 2-601 perfect tender: the buyer may reject goods that fail in any respect; UCC 2-508 gives the seller a reasonable time to cure if the time for performance has not expired.

Expectation damages = loss in value + incidental and consequential damages − costs avoided or avoidable; reliance and restitution are alternative measures.

UCC 2-209: modification of a sales contract needs no consideration, but a signed writing is required if the contract as modified falls within the Statute of Frauds.

UCC 2-615 excuses delay or nondelivery when performance is impracticable because a basic assumption of the contract has failed, absent assumption of a greater obligation.

RMBCA: corporate existence begins when articles of incorporation are filed with the Secretary of State; bylaws govern internal affairs and may be adopted or amended by the board or shareholders.

De facto corporation status requires a colorable attempt to comply with incorporation law, good-faith belief in corporate status, and actual exercise of corporate privileges.

Promoters are personally liable on pre-incorporation contracts unless the third party agrees to look solely to the corporation; the corporation adopts such contracts by board action.

Business judgment rule: directors are presumed to have acted on an informed basis, in good faith, and in the best interest of the corporation; the plaintiff bears the burden of rebutting the presumption.

Duty-of-loyalty claims arise from self-dealing, usurpation of a corporate opportunity, and competing with the corporation; conflicting-interest transactions require disinterested-director or shareholder approval.

RMBCA 7.42: a shareholder must make written demand on the board and wait 90 days before bringing a derivative suit, unless irreparable injury or demand futility excuses the wait.

S corporation eligibility: 100 or fewer shareholders limited to individuals, estates, and certain trusts; one class of stock; domestic corporation; election on IRS Form 2553.

LLC members receive pass-through taxation and limited liability; in most states a charging order is the exclusive remedy of a judgment creditor against a member's interest.

Securities Act Rule 506(b): unlimited accredited investors plus up to 35 non-accredited purchasers meeting sophistication standards, with no general solicitation.

Fourth Amendment warrant exceptions: search incident to lawful arrest, plain view, exigency, consent, automobile, inventory, and Terry stop-and-frisk.

Terry v. Ohio: reasonable suspicion of criminal activity permits a brief detention; a protective pat-down requires separate reasonable suspicion that the person is armed.

Miranda warnings are required before custodial interrogation; custody is measured by whether a reasonable person would feel free to leave.

The Sixth Amendment right to counsel attaches when adversarial judicial proceedings begin - formal charge, preliminary hearing, indictment, information, or arraignment.

Exclusionary rule exceptions: good-faith reliance on a warrant, inevitable discovery, independent source, attenuation, and impeachment use.

MPC culpability levels: purposely, knowingly, recklessly, negligently; a culpable mental state must attach to each material element unless the statute clearly dispenses with it.

Speedy Trial Act (18 U.S.C. 3161): indictment within 30 days of arrest and trial within 70 days of indictment or first appearance, subject to excludable delay.

Double jeopardy attaches when the jury is sworn or the first witness is sworn in a bench trial; it bars retrial after acquittal but not after a mistrial for manifest necessity.

Crawford v. Washington: testimonial hearsay is admissible only if the declarant is unavailable and the defendant had a prior opportunity to cross-examine.

Intestate succession generally passes first to the surviving spouse and descendants; per stirpes divides by representation, per capita divides equally among heirs of the same degree.

UPC will execution: testamentary intent, capacity, a written document, the testator's signature or acknowledgement, and two witnesses signing within a reasonable time.

Revocation occurs by later will or codicil, physical act done with intent to revoke, or operation of law; UPC 2-804 revokes provisions for a former spouse upon divorce.

Holographic wills, valid in many states, require material provisions and signature in the testator's handwriting; nuncupative wills are limited to narrow circumstances.

A trust requires a settlor, trustee, and beneficiary; a revocable living trust avoids probate but does not by itself avoid estate or gift tax.

Nonclaim statutes bar creditor claims not filed within a fixed period after notice, commonly four months after publication; known creditors generally receive direct notice.

IRC 1014 gives inherited property a basis equal to fair market value at death; lifetime gifts generally carry over the donor's basis under IRC 1015.

A durable power of attorney survives incapacity; a health care power of attorney and living will govern medical decisions and end-of-life care.

Estate tax: the unified credit under IRC 2010 shelters an inflation-indexed exclusion amount; portability lets a surviving spouse use the deceased spouse's unused exclusion (DSUE).

Deed validity requires a writing, identification of grantor and grantee, words of grant, a description of the land, the grantor's signature, and delivery with present intent to convey.

General warranty deed covenants - present: seisin, right to convey, against encumbrances; future: quiet enjoyment, warranty, further assurances.

Recording acts: race (first to record wins), notice (later purchaser without notice wins), and race-notice (must record first and take without notice).

Adverse possession requires possession that is actual, open and notorious, exclusive, continuous for the statutory period, and hostile to the owner's title.

Joint tenancy requires the four unities - time, title, interest, and possession - and carries a right of survivorship; tenancy in common has no survivorship.

Statute of Frauds requires a signed writing for land sale contracts, leases exceeding one year, and easements; part performance or estoppel may excuse the writing.

Residential leases carry an implied warranty of habitability; breach supports rent abatement, repair and deduct, or termination of the lease.

Easement by necessity requires prior common ownership of both parcels and strict necessity; prescriptive easements use adverse-possession elements without the exclusivity requirement.

Title insurance covers title defects existing as of the policy date; a mortgage is a lien securing debt, while a deed of trust conveys title to a trustee with a power of sale.

Case citation format: Party v. Party, Volume Reporter Page (Court Year); pinpoint citations follow the first page, e.g., 477 U.S. 317, 322 (1986).

Primary authority includes constitutions, statutes, regulations, and cases; secondary authority such as treatises, Restatements, and law review articles is persuasive only.

Mandatory authority binds the court - statutes and decisions of higher courts in the same jurisdiction; persuasive authority includes sister-state and inferior-court decisions.

IRAC organizes legal analysis: Issue, Rule, Application, Conclusion; CRAC leads with the Conclusion as a thesis before the Rule and Application.

Shepard's (Lexis) and KeyCite (Westlaw) validate authority by displaying subsequent history, negative treatment, and citing references.

ABA Model Rule 1.6 bars revealing information relating to the representation without informed consent, subject to exceptions for death or substantial bodily harm, crimes, and court orders.

Model Rule 5.3 requires a lawyer to make reasonable efforts to ensure that a nonlawyer assistant's conduct is compatible with the lawyer's professional obligations.

Model Rule 5.5 and unauthorized-practice rules bar paralegals from giving legal advice, setting fees, or accepting clients; they may convey the lawyer's instructions and explain forms.

Model Rule 1.15 requires client funds to be held in a separate trust account, no commingling, and contemporaneous recordkeeping; disputed funds stay separate until resolved.