Most-Tested MEE Rules

Federal courts have diversity jurisdiction when there is complete diversity of citizenship (no plaintiff shares state citizenship with any defendant) and the amount in controversy exceeds $75,000, exclusive of interest and costs. An individual is a citizen of the state of their domicile (residence plus intent to remain), while a corporation is a citizen of both its state of incorporation and the state of its principal place of business (the nerve center where high-level decisions are made). A single plaintiff may aggregate all claims against a single defendant to satisfy the amount.

Federal courts have federal question jurisdiction over civil actions arising under the Constitution, laws, or treaties of the United States. Under the well-pleaded complaint rule, the federal issue must appear on the face of the plaintiff's properly pleaded claim; an anticipated federal defense or counterclaim is insufficient. There is no amount-in-controversy requirement for federal question jurisdiction.

A court has personal jurisdiction over a defendant who has such minimum contacts with the forum that exercising jurisdiction does not offend traditional notions of fair play and substantial justice. Specific jurisdiction exists when the defendant purposefully availed itself of the forum and the claim arises out of those contacts; general (all-purpose) jurisdiction exists only where the defendant is essentially at home, such as an individual's domicile or a corporation's place of incorporation or principal place of business. Courts also weigh the burden on the defendant, the forum state's interest, and the plaintiff's interest in convenient relief.

Claim preclusion (res judicata) bars relitigation of claims that were or could have been raised when there is a valid final judgment on the merits, the same claim (same transaction or occurrence), and the same parties or their privies. Issue preclusion (collateral estoppel) bars relitigation of an issue of fact or law that was actually litigated, determined, and essential to a valid final judgment. Issue preclusion may be asserted by a nonparty in many jurisdictions, but it may be used only against a party who had a full and fair opportunity to litigate the issue in the prior action.

UCC Article 2 governs transactions in goods, meaning movable, tangible property identified at the time of sale, while the common law governs contracts for services, real estate, and intangibles. For mixed (hybrid) contracts involving both goods and services, most courts apply the predominant purpose test, applying Article 2 only if the sale of goods is the dominant thrust of the deal. Certain Article 2 provisions impose heightened standards on a merchant, a party who deals in goods of the kind or holds itself out as having special knowledge.

Contract formation requires mutual assent, generally shown by a valid offer and acceptance, plus consideration. An offer is a manifestation of present willingness to enter a bargain that creates a power of acceptance in a definite offeree, judged by an objective standard of outward expression. Under the common law mirror image rule, an acceptance must match the offer's terms exactly, and acceptance is effective on dispatch under the mailbox rule unless the offer provides otherwise; an offer may be revoked any time before acceptance unless an option or firm offer holds it open.

The Statute of Frauds requires a signed writing for certain contracts, including those that cannot be performed within one year, contracts in consideration of marriage, suretyship promises to answer for another's debt, transfers of an interest in land, and under the UCC, sales of goods for $500 or more. The writing must indicate a contract was formed, identify the parties and subject matter, and be signed by the party to be charged. Exceptions include part performance in land contracts, full performance, the merchant confirmatory memo rule, and goods that are specially manufactured or admitted in court.

Hearsay is an out-of-court statement offered to prove the truth of the matter asserted, and it is inadmissible unless an exclusion or exception applies. A statement offered for a non-truth purpose, such as to show its effect on the listener, the declarant's state of mind, notice, or a verbal act with legal significance, is not hearsay. A statement also includes nonverbal conduct intended as an assertion, but words offered merely to prove they were spoken are not hearsay.

A statement offered against an opposing party is not hearsay (an exclusion) when it is the party's own statement, one the party adopted or believed to be true, or one made by the party's agent on a matter within the scope of the relationship and during its existence. It also covers statements by a coconspirator made during and in furtherance of the conspiracy. These statements need not be against interest when made, and the offering party need not show the declarant is unavailable.

A present sense impression describes an event made while or immediately after perceiving it, and an excited utterance relates to a startling event made while under the stress of excitement it caused. A statement made for medical diagnosis or treatment is admissible to the extent reasonably pertinent, including the cause of a condition but generally not fault. The business records exception admits records kept in the regular course of a regularly conducted activity, made at or near the time by someone with knowledge, provided record-keeping was a regular practice and the source is trustworthy; all these exceptions apply whether or not the declarant is available.

Under a notice statute, a subsequent bona fide purchaser who takes for value and without notice of a prior unrecorded interest prevails over that earlier grantee. Under a race-notice statute, the later purchaser must both lack notice and record first to prevail. Notice may be actual, record (constructive), or inquiry, and one who pays no value or who has notice cannot qualify as a protected purchaser.

An express easement must satisfy the Statute of Frauds in writing. An easement by implication arises from prior apparent and continuous use existing at the time the parcel was severed, where the use is reasonably necessary. An easement by necessity requires common ownership followed by severance that leaves a parcel landlocked. A prescriptive easement requires use that is open and notorious, adverse, and continuous for the statutory period.

Under equal protection, classifications based on race, national origin, or alienage (state law) trigger strict scrutiny, requiring the law to be narrowly tailored to a compelling interest. Classifications based on gender or legitimacy receive intermediate scrutiny, demanding an exceedingly persuasive justification substantially related to an important interest. All other classifications get rational basis review, upheld if rationally related to any legitimate purpose.

Content-based speech restrictions trigger strict scrutiny, while content-neutral regulations are evaluated as time, place, and manner rules. In a traditional or designated public forum, content-neutral regulations must be narrowly tailored to a significant interest and leave open ample alternative channels. In a nonpublic forum, the government need only be viewpoint-neutral and reasonable. Prior restraints and vague or overbroad laws are strongly disfavored.

A negligence claim requires duty, breach, actual and proximate cause, and damages. The defendant must owe the plaintiff a duty of reasonable care, fail to meet the applicable standard, and thereby cause actual harm to the plaintiff's person or property. The plaintiff bears the burden of proving each element, and nominal damages are generally unavailable in negligence.

A duty of reasonable care is generally owed to all foreseeable plaintiffs within the zone of danger under the majority Cardozo view. The standard is that of a reasonably prudent person under like circumstances, an objective measure that does not account for the actor's own mental shortcomings. Professionals are held to the knowledge and skill of an ordinary member of their profession, and children are held to a standard of a like child except in adult or dangerous activities.

Actual cause is usually shown by the but-for test, with the substantial factor test applied when multiple sufficient causes combine. Proximate cause limits liability to harms that are a foreseeable result of the defendant's conduct. A defendant is liable for the foreseeable consequences of his negligence even where the precise manner of harm was unforeseeable.

A commercial seller is strictly liable for harm caused by a product that is defective and unreasonably dangerous when it left the seller's control. The three defect types are manufacturing defects (departing from the intended design), design defects (judged by a risk-utility or reasonable-alternative-design test), and inadequate warnings. The plaintiff need not be in privity, but the product must not have been substantially altered, and the defect must cause the injury.

Actual authority exists when the agent reasonably believes, based on the principal's manifestations to the agent, that the principal wishes the agent to act. It may be express (stated in words) or implied (reasonably necessary to carry out the express authority or arising from custom or prior dealings). An act within actual authority binds the principal to the third party even if the third party is unaware of it.

Apparent authority exists when a third party reasonably believes the agent has authority based on manifestations traceable to the principal. The key inquiry is what the principal communicated to the third party, not what the principal told the agent. A principal may be bound on apparent authority even where the agent lacked actual authority or acted contrary to instructions.

Under respondeat superior, an employer is vicariously liable for torts committed by an employee acting within the scope of employment. Conduct is within scope if it is the kind the employee was hired to perform, occurs substantially within authorized time and space limits, and is motivated at least in part to serve the employer. Intentional torts generally fall outside scope unless the force is connected to the employer's interests, and a frolic (a substantial personal deviation) breaks liability while a minor detour does not.

A general partnership is formed when two or more persons associate to carry on as co-owners a business for profit, regardless of whether the parties subjectively intend to form a partnership. No writing or filing is required. The sharing of profits raises a rebuttable presumption of partnership, unless the share is received as repayment of debt, wages, rent, or interest.

Partners owe the partnership and one another fiduciary duties of loyalty and care. The duty of loyalty requires accounting for profits, refraining from self-dealing or competing with the partnership, and avoiding undisclosed adverse interests. The duty of care limits liability to grossly negligent or reckless conduct, intentional misconduct, or knowing legal violations, and all partners must discharge their duties consistent with the obligation of good faith and fair dealing.

A director must discharge duties in good faith, with the care a reasonably prudent person would use, and in a manner reasonably believed to be in the corporation's best interests. Under the business judgment rule, courts presume that in making a decision directors acted on an informed basis and in good faith, and they will not second-guess decisions absent fraud, illegality, a conflict of interest, or gross negligence. Directors may reasonably rely on competent officers, employees, and experts.

The duty of loyalty requires a director to act in the corporation's best interests and not to engage in undisclosed self-dealing. A conflicting-interest transaction is not voidable solely due to the conflict if it was approved by disinterested directors after full disclosure, approved by disinterested shareholders after full disclosure, or was fair to the corporation at the time. The duty of loyalty also forbids usurping corporate opportunities and competing with the corporation.

The Fourth Amendment protects against unreasonable searches by the government, and a search occurs when the government intrudes on a reasonable expectation of privacy or physically trespasses on a constitutionally protected area to obtain information. To challenge a search, a defendant must have standing, meaning his own reasonable expectation of privacy was violated. There is no protection against searches by purely private actors not acting as government agents.

Searches and arrests generally require a warrant supported by probable cause, issued by a neutral and detached magistrate, and describing with particularity the place to be searched and items or persons to be seized. Probable cause exists when the totality of the circumstances shows a fair probability that evidence of a crime will be found or that a person committed a crime. A warrantless search is presumptively unreasonable unless a recognized exception applies.

Before custodial interrogation, police must warn a suspect of the rights to remain silent and to counsel under Miranda. Custody exists when a reasonable person would not feel free to terminate the encounter and leave, and interrogation includes express questioning or its functional equivalent reasonably likely to elicit an incriminating response. If the suspect unambiguously invokes the right to counsel, questioning must cease until counsel is present, and statements taken in violation of Miranda are generally inadmissible in the prosecution's case-in-chief.

Common-law murder is the unlawful killing of another with malice aforethought, which is established by any of four states of mind: intent to kill, intent to inflict serious bodily harm, a depraved-heart (reckless indifference to human life), or intent to commit a felony. First-degree murder typically requires a killing that is premeditated and deliberate or committed during an enumerated felony, with all other murders being second degree. Deadly weapon use supports an inference of intent to kill.

A federal court with original jurisdiction over a claim may exercise supplemental jurisdiction over related claims that form part of the same case or controversy, meaning they arise from a common nucleus of operative fact. In a case resting solely on diversity, supplemental jurisdiction is restricted: a plaintiff cannot use it to defeat the complete-diversity requirement against claims by plaintiffs joined under Rules 20 or 23. A court may decline supplemental jurisdiction when it has dismissed all original-jurisdiction claims or the supplemental claim raises a novel or complex state-law issue.

A defendant may remove a civil action from state to federal court only if the case could originally have been filed in federal court. Removal generally must occur within 30 days of service of the first removable pleading, and all defendants must consent. A diversity case may not be removed if any properly joined and served defendant is a citizen of the forum state (the in-state defendant rule), and diversity cases cannot be removed more than one year after commencement absent bad faith.

Venue is proper in a judicial district where any defendant resides if all defendants reside in the same state, or where a substantial part of the events giving rise to the claim occurred. A court may transfer to another district where the case could have been brought for the convenience of parties and witnesses and in the interest of justice; on a transfer for convenience, the transferee court applies the choice-of-law rules of the transferor court. If venue is improper, the court may dismiss or, in the interest of justice, transfer to a proper district.

Under the Erie doctrine, a federal court sitting in diversity applies federal procedural law but the substantive law of the state in which it sits, including that state's choice-of-law rules. When a valid Federal Rule of Civil Procedure is directly on point, it governs so long as it is procedural and constitutional under the Rules Enabling Act. Absent a controlling federal rule, courts ask whether applying federal practice would be outcome-determinative and implicate the twin aims of discouraging forum shopping and avoiding inequitable administration of the laws.

A complaint must contain a short and plain statement showing plausible entitlement to relief, pleading enough facts to raise a right to relief above the speculative level. A party may amend once as of right within 21 days of serving the pleading or within 21 days after a responsive pleading or Rule 12 motion; otherwise amendment requires consent or leave of court, which is freely given when justice requires. An amendment relates back to the original filing date when it asserts a claim arising from the same conduct, transaction, or occurrence; amendments changing a defendant relate back only if, within the service period, the new party received notice and knew the suit would have been brought against it but for a mistake.

Parties may discover any nonprivileged matter that is relevant to a claim or defense and proportional to the needs of the case. Work product, meaning materials prepared in anticipation of litigation, is protected and discoverable only on a showing of substantial need and inability to obtain the equivalent without undue hardship; an attorney's mental impressions, opinions, and legal theories receive near-absolute protection. The attorney-client privilege shields confidential communications made to obtain legal advice and, unlike work product, is not overcome by a showing of need.

Summary judgment is proper when the movant shows there is no genuine dispute of material fact and the movant is entitled to judgment as a matter of law. The court views the evidence in the light most favorable to the nonmoving party and draws all reasonable inferences in that party's favor, without weighing credibility. A movant who does not bear the burden of proof may prevail by showing the nonmovant lacks evidence to support an essential element, after which the nonmovant must point to specific facts creating a triable issue.

Under UCC 2-207, a definite and timely expression of acceptance forms a contract even if it states additional or different terms, displacing the common law mirror image rule. Between merchants, additional terms become part of the contract unless the offer expressly limits acceptance to its terms, the new terms materially alter the deal, or the offeror objects within a reasonable time. If the writings do not otherwise form a contract but the parties' conduct recognizes one, the contract consists of the terms on which the writings agree, supplemented by the UCC's gap-fillers.

Consideration requires a bargained-for exchange in which each party incurs a legal detriment or confers a benefit, and courts generally do not inquire into the adequacy of value. Under the pre-existing duty rule, a promise to do something one is already legally bound to do is not valid consideration to support a new promise. Promissory estoppel serves as a substitute for consideration when a promisor should reasonably expect to induce reliance, the promisee justifiably relies to their detriment, and injustice can be avoided only by enforcement.

At common law, a contract modification requires new consideration to be enforceable, though many courts excuse this where unanticipated circumstances make modification fair and equitable. Under UCC 2-209, a good-faith modification of a goods contract is binding without new consideration. A signed agreement barring oral modification (a no-oral-modification clause) is enforceable under the UCC, but a modification within the Statute of Frauds must itself satisfy the writing requirement.

The parol evidence rule bars admission of prior or contemporaneous evidence that contradicts a writing the parties intended as a final and complete (integrated) expression of their agreement. Evidence of consistent additional terms is admissible to supplement a partially integrated writing but not a fully integrated one. The rule does not bar evidence offered to show a defense to formation (such as fraud, duress, or mistake), to interpret an ambiguous term, or to establish a condition precedent to the contract's effectiveness.

The implied warranty of merchantability, arising in every sale by a merchant dealing in goods of the kind, guarantees the goods are fit for their ordinary purpose and pass without objection in the trade. The implied warranty of fitness for a particular purpose arises when any seller has reason to know the buyer's particular purpose and that the buyer is relying on the seller's skill to select suitable goods. Implied warranties may be disclaimed by conspicuous language (using terms like as is), and an express warranty is created by any affirmation of fact, description, or sample that becomes part of the basis of the bargain.

Anticipatory repudiation occurs when a party unequivocally indicates, before performance is due, that it will not perform. The nonbreaching party may immediately treat the contract as breached and sue, suspend its own performance, or await performance for a commercially reasonable time. A repudiating party may retract the repudiation before the other party materially changes position or treats it as final; where reasonable grounds for insecurity arise, a party may demand adequate assurance and treat the failure to provide it as a repudiation.

Expectation damages aim to place the nonbreaching party in the position it would have occupied had the contract been fully performed, measured by the loss in value plus consequential and incidental damages, minus costs avoided. Consequential damages are recoverable only if they were a foreseeable result of breach at the time of contracting. Damages must be proven with reasonable certainty and are reduced by losses the injured party could have mitigated through reasonable effort.

On breach by the seller, the buyer may cover by buying substitute goods and recover the difference between the cover price and contract price, or recover the difference between market price and contract price, plus incidental and consequential damages. On breach by the buyer, the seller may resell and recover the contract-resale differential, recover the market-contract differential, or, where those are inadequate, recover lost profits (the lost-volume seller). A buyer who has accepted nonconforming goods may recover damages for the difference in value, and the perfect tender rule generally lets a buyer reject goods that fail to conform in any respect.

The Confrontation Clause bars admission against a criminal defendant of testimonial hearsay from a declarant who does not testify, unless the declarant is unavailable and the defendant had a prior opportunity to cross-examine. Statements are testimonial when their primary purpose is to establish past facts for later prosecution, as in police interrogation, but are nontestimonial when made to meet an ongoing emergency. The clause applies only in criminal cases and is independent of whether the statement satisfies a hearsay exception.

Evidence is relevant if it has any tendency to make a fact of consequence more or less probable than it would be without the evidence, and relevant evidence is generally admissible. Under Rule 403, a court may exclude relevant evidence if its probative value is substantially outweighed by a danger of unfair prejudice, confusing the issues, misleading the jury, undue delay, or needlessly presenting cumulative evidence. The standard favors admissibility, requiring that the countervailing danger substantially outweigh probative value.

Character evidence is generally inadmissible to prove a person acted in conformity with that character on a particular occasion. In a criminal case, the accused may open the door by offering evidence of a pertinent good character trait, after which the prosecution may rebut. When character is admissible, it may be proven by reputation or opinion, and specific instances are allowed on cross-examination or where character is an essential element of a claim or defense, such as defamation or entrapment.

Evidence of other crimes, wrongs, or acts is not admissible to prove a person's propensity to act in accordance with character, but it may be admissible for a non-propensity purpose such as motive, opportunity, intent, preparation, plan, knowledge, identity, or absence of mistake (the MIMIC purposes). The proponent need only show enough evidence that the jury could reasonably find the act occurred. The evidence remains subject to Rule 403 balancing, and in criminal cases the prosecution must give reasonable notice on request.

A witness may be impeached by prior inconsistent statements, bias, sensory defects, or contradiction. Crimes of dishonesty or false statement are automatically admissible to impeach regardless of punishment, while other felonies are admitted subject to balancing (and a heightened standard protecting a criminal defendant-witness); convictions older than ten years are generally inadmissible. A witness's character for truthfulness may be attacked by reputation or opinion, and specific instances probative of truthfulness may be inquired into on cross-examination but generally not proven by extrinsic evidence.

A general warranty deed warrants against all title defects, including those arising before the grantor took title, through six covenants. A special warranty deed warrants only against defects arising during the grantor's own ownership. A quitclaim deed conveys whatever interest the grantor holds with no title covenants; the present covenants (seisin, right to convey, against encumbrances) are breached, if at all, at delivery, while the future covenants (quiet enjoyment, warranty, further assurances) run with the land and are breached only upon disturbance.

For a real covenant to run at law and bind successors for damages, there must be a writing, intent to bind successors, touch and concern the land, horizontal and vertical privity, and notice for the burden to run. An equitable servitude is enforceable by injunction and requires a writing, intent, touch and concern, and notice, but no privity. A common scheme can supply implied reciprocal servitudes and constructive notice in a residential subdivision.

Title by adverse possession requires possession that is open and notorious, actual, exclusive, hostile (without permission), and continuous for the statutory period. Tacking allows successive possessors in privity to combine their periods. The statute is tolled for disabilities existing at the time the cause of action accrued, and possession with the owner's permission is never adverse.

A fee simple determinable ends automatically upon a stated event and leaves a possibility of reverter in the grantor, signaled by durational words like so long as or until. A fee simple subject to a condition subsequent gives the grantor a right of entry that must be affirmatively exercised, signaled by words like but if or provided that. A fee simple subject to an executory limitation divests in favor of a third party upon the event.

A contingent remainder or vested remainder subject to open, plus an executory interest, are subject to the Rule Against Perpetuities: an interest is void if it might vest more than 21 years after a life in being at the creation of the interest. Reversions, possibilities of reverter, and rights of entry are not subject to RAP. Many jurisdictions apply a wait-and-see or 90-year cy pres reform to save otherwise void interests.

A joint tenancy carries a right of survivorship and requires the four unities of time, title, interest, and possession. A conveyance by one joint tenant of her interest severs the tenancy as to that share, creating a tenancy in common. In a majority of states a mortgage by one joint tenant under the lien theory does not sever, while under the title theory it may; an inter vivos transfer destroys survivorship as to the transferred share.

Every land sale contract implies a covenant of marketable title at closing, meaning title free from reasonable doubt and undisclosed encumbrances. Defects such as outstanding mortgages, significant encroachments, or a chain resting on adverse possession may render title unmarketable, but the buyer must give the seller a chance to cure before closing. The doctrine of merger generally extinguishes contract obligations once the deed is delivered and accepted.

A tenancy for years ends automatically at a fixed term, a periodic tenancy renews until proper notice, a tenancy at will ends at either party's choice, and a tenancy at sufferance arises when a holdover remains. An assignment transfers the tenant's entire remaining interest, putting the assignee in privity of estate with the landlord, while a sublease transfers less than the whole and creates no such privity. The original tenant remains liable on the lease covenants by privity of contract after assigning.

The implied warranty of habitability applies to residential leases and requires the premises to be fit for human habitation; it cannot be waived. Breach allows the tenant to repair and deduct, withhold rent, or terminate. Upon a tenant's wrongful abandonment, a majority of states require the landlord to mitigate damages by making reasonable efforts to re-let; the implied covenant of quiet enjoyment is breached by actual or constructive eviction.

A mortgage secures a debt with real property, and on default the lender may foreclose, typically by judicial sale. Lien priority generally runs first in time, first in right, subject to recording acts and purchase-money mortgage priority. Foreclosure eliminates junior interests but not senior liens, and the debtor retains an equity of redemption until sale, with some states also granting a statutory redemption afterward.

Most constitutional protections restrain only government conduct, so a plaintiff must show state action. A private actor may be treated as the state when it performs a traditional and exclusive public function or when the government is so entangled with or has significantly encouraged the private conduct that it bears responsibility. Mere regulation, licensing, or funding of a private entity is generally insufficient.

To establish standing, a plaintiff must show a concrete and particularized injury in fact, causation traceable to the defendant, and redressability by a favorable ruling. A litigant generally cannot assert the rights of third parties unless there is a close relationship and an obstacle to the third party's own suit. Taxpayer standing is barred except for narrow Establishment Clause challenges to congressional spending.

Under the Commerce Clause, Congress may regulate the channels and instrumentalities of interstate commerce and activities that substantially affect interstate commerce. Purely economic activity may be aggregated to find a substantial effect, but Congress may not regulate truly local, noneconomic activity on that theory, nor compel individuals to enter commerce. The power is broad but not unlimited.

Even without congressional action, the Dormant Commerce Clause limits state laws that burden interstate commerce. A law that discriminates against out-of-state commerce is virtually per se invalid unless the state proves it serves a legitimate local purpose unachievable by nondiscriminatory means. A nondiscriminatory law is upheld unless its burden on commerce clearly exceeds its local benefits, and the market-participant exception applies when the state buys or sells directly.

Procedural due process requires notice and an opportunity to be heard before the government deprives a person of life, liberty, or property, with the process due measured by the Mathews balancing of private interest, risk of error, and government burden. Substantive due process protects against arbitrary deprivations; laws burdening fundamental rights such as privacy, marriage, and travel get strict scrutiny, while other laws get rational basis review.

The Takings Clause bars the government from taking private property for public use without just compensation. A permanent physical occupation and a regulation denying all economically beneficial use are per se takings. Other regulatory takings are judged under the Penn Central factors, weighing the economic impact, interference with investment-backed expectations, and the character of the government action; exactions must satisfy nexus and rough proportionality.

Breach occurs when the defendant's conduct falls below the applicable standard of care. Under the Hand formula, conduct is unreasonable when the burden of precaution is less than the probability of harm multiplied by the magnitude of the loss. The factfinder weighs the foreseeable risks against the utility and cost of avoiding them to determine whether the actor behaved reasonably.

An intervening cause arising after the defendant's negligence does not cut off liability if it was foreseeable; ordinary negligent rescue, medical malpractice, and reactions to danger are typically foreseeable. A superseding cause is an unforeseeable intervening force, such as an unforeseeable criminal act or act of God, that breaks the causal chain and relieves the defendant of liability. The original tortfeasor remains liable where the intervening act is a normal response to the situation created.

Under negligence per se, a criminal statute's standard may set the civil standard of care when the plaintiff is within the class of persons the statute aims to protect and the harm is of the type the statute aims to prevent. A violation then establishes duty and breach, leaving causation and damages to be proven. Recognized excuses include where compliance would be more dangerous or was impossible.

Res ipsa loquitur permits an inference of breach where the harm is of a type that ordinarily does not occur without negligence and the instrumentality was within the exclusive control of the defendant. Modern formulations require that the injury more likely than not resulted from someone in the defendant's position. It allows the plaintiff to survive a directed verdict without proof of the specific negligent act.

Negligent infliction of emotional distress traditionally requires that the plaintiff be within the zone of danger and suffer physical symptoms from the emotional distress. Under the modern bystander rule, a plaintiff outside the zone may recover when she is closely related to the victim, present at the scene, and personally observes the injury. Some special relationships, such as mishandling a corpse or a false medical report, allow recovery without physical impact.

Under respondeat superior, an employer is vicariously liable for torts an employee commits within the scope of employment. Minor deviations (a detour) remain within scope, while a substantial departure (a frolic) does not. Intentional torts are usually outside the scope unless force is inherent in the work or done to serve the employer's purpose; the employee remains personally liable.

At common law a landowner owes an invitee a duty to inspect for and warn of or repair known and reasonably discoverable dangers, owes a licensee a duty to warn of known concealed dangers, and owes an undiscovered trespasser no duty. Under the attractive nuisance doctrine, a possessor may be liable to child trespassers for artificial conditions posing an unreasonable risk. Many jurisdictions now apply a single reasonable care standard to all lawful entrants.

Battery is an intentional harmful or offensive contact, assault is an intentional act causing reasonable apprehension of imminent contact, false imprisonment is intentional confinement within fixed boundaries, and IIED requires extreme and outrageous conduct causing severe distress. Intent may be shown by purpose or substantial certainty and transfers across torts and victims. Defenses include consent, self-defense, defense of others and property, and the shopkeeper's privilege.

Defamation requires a false defamatory statement of fact concerning the plaintiff, publication to a third party, and damage to reputation. Libel (written) is generally actionable without proof of special damages, while slander requires special damages unless it falls within a per se category. Where the matter is of public concern, the plaintiff must prove falsity and fault, with public figures required to show actual malice under New York Times v. Sullivan and private figures at least negligence.

When the principal is disclosed (the third party knows the principal's identity and existence), only the principal is liable on an authorized contract, not the agent. When the principal is partially disclosed (unidentified) or undisclosed, both the agent and the principal may be held liable on the contract. An agent who acts without authority may be liable to the third party for breach of the implied warranty of authority.

The decisive factor distinguishing an employee (servant) from an independent contractor is the principal's right to control the manner and means by which the work is performed. Courts weigh factors such as supervision, skill required, who supplies tools, method of payment, and the length of the relationship. The distinction matters because a principal is generally vicariously liable only for the torts of employees, not independent contractors.

Each partner is an agent of the partnership for the purpose of its business. A partner's act for apparently carrying on in the ordinary course the partnership business binds the partnership unless the partner lacked authority and the third party knew or had notice of that lack. Acts outside the ordinary course bind the partnership only with the authority of the other partners.

Partners are jointly and severally liable for all obligations of the partnership, including contracts and torts. A plaintiff generally must first exhaust partnership assets before reaching an individual partner's personal assets. An incoming partner is not personally liable for obligations arising before admission, while a dissociated partner may remain liable for pre-dissociation obligations and certain post-dissociation acts.

Dissociation is a partner's withdrawal from the partnership, which may be rightful or wrongful; after a dissociation the partnership either buys out the dissociated partner and continues, or it dissolves. Dissolution triggers winding up, during which assets are liquidated and applied first to creditors (including partners who are creditors) and then to partners' capital accounts and profits. In an at-will partnership, a partner's notice of withdrawal generally causes dissolution.

A direct suit redresses an injury to the shareholder individually, while a derivative suit enforces the corporation's own claim, with any recovery going to the corporation. To bring a derivative suit, the plaintiff must have been a shareholder at the time of the wrong (contemporaneous ownership), fairly represent the corporation's interests, and make a written demand on the board. Demand may be excused as futile where a majority of directors are interested or not independent, though some jurisdictions require demand in all cases.

Courts will pierce the corporate veil to hold shareholders personally liable where the corporate form is abused to work an injustice or fraud. Common grounds include treating corporate assets as one's own or commingling funds, failing to observe corporate formalities, and inadequate capitalization at formation. Piercing is applied more readily against closely held corporations and rarely against passive individual shareholders of large public companies.

A promoter who enters a contract on behalf of a corporation not yet formed is personally liable on that contract, and remains liable even after incorporation unless there is a novation releasing the promoter. The corporation is not bound until it adopts the contract expressly or by accepting its benefits with knowledge of the terms. Promoters owe fiduciary duties of good faith to the forming corporation and to other promoters and investors.

Incident to a lawful arrest, police may search the arrestee's person and the area within his immediate control (his wingspan) without a warrant. For an occupant arrested in a vehicle, police may search the passenger compartment only if the arrestee is unsecured and within reaching distance, or if it is reasonable to believe evidence of the offense of arrest is inside. Police generally may not search digital data on a cell phone seized incident to arrest without a warrant.

Under the automobile exception, police with probable cause may search a vehicle and any containers within it that may hold the object of the search. The plain view doctrine permits seizure of an item whose incriminating nature is immediately apparent when police are lawfully present. Consent must be voluntary and given by one with actual or apparent authority, and exigent circumstances (such as hot pursuit, imminent destruction of evidence, or emergency aid) justify a warrantless entry.

Police may conduct a brief investigatory stop when they have reasonable suspicion, based on articulable facts, that criminal activity is afoot. If the officer also reasonably suspects the person is armed and dangerous, the officer may conduct a frisk, a limited pat-down of outer clothing for weapons. An officer may seize an item felt during the frisk only if its incriminating character is immediately apparent under the plain feel doctrine.

The exclusionary rule bars admission of evidence obtained in violation of the Fourth, Fifth, or Sixth Amendments, and the fruit of the poisonous tree doctrine extends exclusion to evidence derived from the illegality. Tainted evidence may still be admitted under the independent source, inevitable discovery, or attenuation exceptions. The good-faith exception permits use of evidence obtained by police reasonably relying on a facially valid warrant later found defective.

Felony murder is a killing, even an accidental one, committed during the commission or attempted commission of an inherently dangerous felony such as burglary, arson, robbery, rape, or kidnapping. The death must be a foreseeable result and occur during the felony or immediate flight, and the defendant must be guilty of the underlying felony. Under the prevailing agency theory, the felon is not liable when a co-felon is killed by police or a victim's resistance.

Voluntary manslaughter is an intentional killing committed in the heat of passion upon adequate provocation that would cause a reasonable person to lose self-control, without a sufficient cooling-off period. Involuntary manslaughter is an unintentional killing resulting from criminal negligence or recklessness, or from an unlawful act not amounting to felony murder (misdemeanor manslaughter). Provocation reduces what would otherwise be murder, not a justified killing, to manslaughter.

Larceny is the trespassory taking and carrying away of the personal property of another with the intent to permanently deprive at the time of taking. Embezzlement is the fraudulent conversion of property already in the defendant's lawful possession, while false pretenses is obtaining title to property by a knowing misrepresentation of fact. Robbery is larceny from the person or presence of another by force or intimidation, and burglary at common law is breaking and entering the dwelling of another at night with intent to commit a felony inside.

Most crimes require a culpable mens rea, and at common law offenses are divided into specific intent, malice, and general intent crimes. The Model Penal Code recognizes four hierarchical states of mind: purposely, knowingly, recklessly, and negligently. Strict liability offenses require no mens rea as to a material element, and transferred intent applies the defendant's intent toward an intended victim to an unintended victim of the same harm.

An accomplice is one who, with the intent that the crime be committed, aids, encourages, or assists the principal before or during the offense. An accomplice is liable for the crime aided and for any other crimes that are natural and probable consequences of the conduct aided. A person may effectively withdraw and avoid liability by repudiating prior aid and either neutralizing its effect or notifying authorities in time to prevent the crime.

Conspiracy is an agreement between two or more persons to commit an unlawful act, made with intent to agree and intent to achieve the unlawful objective, and most jurisdictions also require an overt act in furtherance. A conspirator is liable for the crimes of co-conspirators committed in furtherance of the conspiracy and reasonably foreseeable (the Pinkerton rule). Attempt requires specific intent to commit the target crime plus a substantial step (MPC) or dangerous proximity to completion beyond mere preparation, and conspiracy does not merge while attempt merges into the completed offense.

A valid express trust requires a settlor with capacity who manifests a present intent to create a trust, identifiable trust property (the res), an ascertainable beneficiary, and a trustee holding legal title for the beneficiary’s benefit. The trust must also have a lawful purpose. A court will not allow a trust to fail merely for want of a trustee, but it cannot exist without a res or definite beneficiary.

A trustee owes the beneficiaries a duty of loyalty, administering the trust solely in their interest and avoiding self-dealing, which is voidable without regard to good faith or fairness (the no-further-inquiry rule). The prudent investor rule requires investing as a prudent investor would, considering the trust’s purposes and the overall portfolio, and demands diversification unless special circumstances justify otherwise. The trustee must also act impartially among beneficiaries.

A valid attested will generally requires a writing signed by the testator (or by another at the testator’s direction and in the testator’s presence) and signed by at least two witnesses. The testator must have testamentary capacity and intent. Many jurisdictions now apply a harmless error (substantial compliance) doctrine to validate a document despite a formal defect when clear evidence shows the decedent intended it as a will.

Most states divide property at divorce by equitable distribution, dividing only marital property fairly but not necessarily equally. Marital property is generally that acquired by either spouse during the marriage, while separate property includes assets owned before marriage and those received by gift or inheritance. Separate property may become marital through commingling or transmutation, and the increase in value of separate property due to marital effort may be subject to division.

Courts determine custody by the best interests of the child, weighing factors such as each parent’s relationship with the child, the child’s needs and preferences, stability, and each parent’s willingness to foster the child’s relationship with the other parent. Custody includes legal custody (decision-making authority) and physical custody (residence), either of which may be joint or sole. A parent generally prevails over a nonparent absent unfitness, and the tender-years presumption has been replaced by a gender-neutral standard.

A security interest attaches and becomes enforceable against the debtor when three requirements are met: value has been given by the secured party, the debtor has rights in the collateral, and the debtor has authenticated a security agreement describing the collateral (or the secured party has possession or control pursuant to agreement). Once these coincide, attachment is automatic. A description by type or category generally suffices, though a super-generic description like all the debtor’s assets is insufficient in the security agreement.

Perfection makes a security interest effective against third parties and is most commonly achieved by filing a financing statement in the appropriate office. Alternatives include possession of the collateral (for goods, instruments, or negotiable documents), control (for deposit accounts, investment property, and letter-of-credit rights), and automatic perfection for a purchase-money security interest in consumer goods. A financing statement requires the debtor’s name, the secured party’s name, and an indication of the collateral.

Between two perfected security interests in the same collateral, priority goes to the first to file or perfect, whichever occurs earlier, provided there is no gap in perfection thereafter. A perfected interest beats an unperfected one, and as between two unperfected interests the first to attach prevails. This rule rewards early filing even before attachment, so a secured party may file a financing statement in advance to secure priority.

A purchase-money security interest arises when the secured party advances funds enabling the debtor to acquire the specific collateral. A PMSI in goods other than inventory has superpriority over a conflicting interest if perfected within 20 days after the debtor receives the collateral. A PMSI in inventory requires perfection before the debtor receives the inventory plus an authenticated notice to prior conflicting secured parties before delivery.

American courts use three principal approaches to choice of law. The traditional First Restatement (vested rights) applies the law of the place where the rights vested, using rigid territorial rules. The Second Restatement applies the law of the state with the most significant relationship to the issue, weighing connecting factors and policy principles. Governmental interest analysis asks which states have a genuine policy interest and, in a true conflict, applies forum law.

Under the Full Faith and Credit Clause, a state must recognize and enforce a sister-state judgment that is valid, final, and on the merits. Validity requires that the rendering court had proper personal and subject-matter jurisdiction; the enforcing court may not reexamine the merits even if the judgment is legally erroneous. Limited defenses include lack of jurisdiction in the rendering court, lack of finality, or a judgment procured by extrinsic fraud.

Parties may be permissively joined when claims arise from the same transaction or occurrence and share a common question of law or fact. A required party under Rule 19 must be joined if feasible when complete relief cannot be afforded in their absence or their interest would be impaired; if joinder destroys jurisdiction, the court decides whether to proceed or dismiss because the party is indispensable. A defending party may implead a nonparty (third-party defendant) who is or may be liable to it for all or part of the plaintiff's claim, and a compulsory counterclaim arising from the same transaction is waived if not asserted.

A class action requires the four prerequisites of numerosity, commonality, typicality, and adequacy of representation. The class must also fit one of three categories: incompatible-standards or limited-fund classes, injunctive/declaratory relief because the party opposing acted on grounds applying to the class generally, or a (b)(3) damages class where common questions predominate and a class action is superior. Members of a (b)(3) class are entitled to notice and the right to opt out, and a judgment binds all members who do not exclude themselves.

A court may grant judgment as a matter of law (JMOL) when a reasonable jury would not have a legally sufficient evidentiary basis to find for the nonmoving party on an issue. The motion must be made before the case is submitted to the jury, after the opponent has been fully heard. A renewed JMOL may be filed within 28 days after entry of judgment, but only if the issue was raised in the pre-verdict motion; the court applies the same standard, viewing the evidence favorably to the verdict winner.

Under the final judgment rule, appellate courts generally have jurisdiction only over final decisions that end the litigation on the merits and leave nothing but execution. Exceptions include certain interlocutory appeals (such as orders granting or denying injunctions), the collateral order doctrine for issues separate from the merits and effectively unreviewable later, and certification under Rule 54(b) of a final judgment on some but not all claims. A notice of appeal generally must be filed within 30 days of entry of judgment in civil cases.

A condition is an event, not certain to occur, that must happen before a party's performance becomes due (condition precedent) or that discharges a duty (condition subsequent). Conditions are strictly construed and must be fully satisfied, unlike promises, which require only substantial performance. A condition may be excused by waiver, estoppel, or by the wrongful prevention or hindrance of its occurrence by the party benefiting from it.

Performance is excused by impracticability when an unforeseen event whose nonoccurrence was a basic assumption of the contract makes performance objectively impossible or commercially impracticable, without fault of the party seeking discharge. Frustration of purpose excuses performance when a supervening event destroys the principal purpose of the contract, even though performance remains physically possible, and that purpose was known to both parties. Mere increased cost or difficulty is generally insufficient unless it is extreme and unanticipated.

A third-party beneficiary may enforce a contract made for its benefit if it is an intended beneficiary, meaning the parties intended to confer a benefit and either performance runs directly to the beneficiary (creditor beneficiary) or the promisee intended a gift (donee beneficiary). An incidental beneficiary, who benefits only indirectly, acquires no enforceable rights. The beneficiary's rights vest, cutting off the original parties' power to modify, once the beneficiary learns of and assents to, materially relies on, or sues to enforce the promise.

An assignment transfers a contract right to a third party, who may then enforce it, while a delegation transfers the duty of performance. Rights are generally assignable unless the assignment would materially change the obligor's duty or risk, or is barred by contract or law; duties are delegable unless performance involves special skill or personal judgment or the contract prohibits delegation. The delegating party remains liable on the contract, and a later assignee generally prevails over an earlier one only where the first assignment was gratuitous and revocable.

A lay witness may give opinion testimony that is rationally based on perception, helpful to the jury, and not based on specialized knowledge. An expert may testify if scientific, technical, or specialized knowledge will help the trier of fact, the witness is qualified, and the opinion rests on sufficient facts, reliable principles, and reliable application of those principles to the case. Under the Daubert standard the trial judge serves as gatekeeper of reliability, and an expert may rely on inadmissible facts if experts in the field reasonably would.

The attorney-client privilege protects confidential communications between a client and attorney made to facilitate legal services, belongs to the client, and survives the relationship; it does not cover communications in furtherance of crime or fraud. The spousal privileges include a testimonial privilege (one spouse may refuse to testify against the other in a criminal case, held by the witness-spouse) and a confidential marital communications privilege covering statements made in confidence during marriage. Other recognized privileges include physician-patient (by statute), psychotherapist-patient, and the privilege against self-incrimination.

Before an item of evidence is admitted, the proponent must authenticate it by producing evidence sufficient to support a finding that the item is what the proponent claims it is. Authentication may be shown by a witness with knowledge, distinctive characteristics, comparison with authenticated specimens, or the reply-letter doctrine. Certain items are self-authenticating and require no extrinsic proof, including certified public records, official publications, and notarized documents.

Under the best evidence (original document) rule, a party seeking to prove the content of a writing, recording, or photograph must produce the original or a duplicate, unless the original is shown to be lost, destroyed, or otherwise unobtainable through no bad faith. The rule applies only when the terms of the writing are at issue or a witness relies on it, not when a fact exists independently of any writing. A duplicate is admissible to the same extent as the original unless a genuine question is raised about authenticity or fairness.

A person who takes title from a bona fide purchaser steps into that BFP's shoes and is sheltered by the BFP's protected status, even if the transferee personally had notice of the prior interest. This rule prevents a prior claimant from defeating the marketability the BFP earned. It does not apply to a grantor who created the unrecorded interest and later reacquires the property.

A deed recorded outside the searchable chain of title is a wild deed and does not impart constructive notice to subsequent purchasers. Because a standard title search cannot reasonably locate it, a later BFP is not charged with knowledge of it. Likewise, a deed recorded too early (before the grantor held title) or too late may fall outside the chain depending on the jurisdiction's indexing rules.

An easement may end by release in writing, merger when the dominant and servient estates come under one owner, abandonment shown by an affirmative act, or prescription. The holder of an easement appurtenant may use it only for the benefit of the dominant estate and may not materially increase the burden on the servient land. An easement in gross benefits a person rather than a parcel and is generally not transferable unless commercial.

Under equitable conversion, once a contract for sale is signed the buyer is treated as the equitable owner and the seller holds legal title in trust. In the majority of states, the risk of loss from casualty falls on the buyer during the executory period even before possession, unless the contract provides otherwise. Many states have adopted the Uniform Vendor and Purchaser Risk Act, which places the risk on the party in possession.

The Eleventh Amendment and principles of state sovereign immunity bar most suits for damages against a state in federal court brought by private individuals. Exceptions include suits where the state consents, valid abrogation by Congress under the Fourteenth Amendment, and suits against state officers for prospective injunctive relief under Ex parte Young. The bar does not protect local governments such as cities and counties.

The Tenth Amendment reserves to the states powers not delegated to the federal government. Under the anti-commandeering principle, Congress may not compel states to enact legislation or order state officials to administer or enforce a federal regulatory program. Congress may, however, induce state action through its spending power using conditions that are unambiguous, related, and not unduly coercive.

The Article IV Privileges and Immunities Clause bars a state from discriminating against out-of-state citizens regarding fundamental rights such as the pursuit of a livelihood, unless the state shows a substantial justification and no less restrictive means. Corporations and aliens are not protected by this clause. The Fourteenth Amendment's Privileges or Immunities Clause is narrow and protects rights of national citizenship such as the right to travel.

Certain categories receive little or no protection, including incitement to imminent lawless action, true threats, fighting words, obscenity under the Miller test, and defamation. Commercial speech that is truthful and concerns lawful activity may be regulated only under the Central Hudson intermediate standard. Government regulation of these categories must still be carefully drawn and may not target particular viewpoints.

The Free Exercise Clause forbids the government from punishing religious belief, and a law that is neutral and generally applicable is valid even if it incidentally burdens religion, requiring only rational basis review. A law that targets religious conduct or is not generally applicable triggers strict scrutiny. The government may not inquire into the truth or centrality of a religious belief.

The Establishment Clause bars the government from favoring religion over nonreligion or one sect over another, and it prohibits coercion of religious participation, especially in public schools. Modern analysis asks whether the government practice is consistent with historical practices and understandings rather than mechanically applying the older Lemon test. Government may not discriminate against religious groups in neutral benefit programs.

A hiring party is generally not vicariously liable for the torts of an independent contractor, because it lacks the right to control the manner of the work. Exceptions impose liability for inherently dangerous activities, nondelegable duties such as keeping premises safe for invitees, and where the hiring party negligently selected the contractor. The key distinction from an employee is the degree of control over the details of performance.

Under the eggshell-skull rule, a defendant takes the plaintiff as he finds her and is liable for the full extent of the harm even if its severity was unforeseeable due to the plaintiff's preexisting condition or special sensitivity. While the type of harm must be foreseeable for proximate cause, the extent of that harm need not be. This rule applies in both negligence and intentional tort cases.

Under pure comparative negligence, the plaintiff's recovery is reduced by her percentage of fault without any bar. Under modified comparative negligence, the plaintiff recovers only if her fault does not exceed (or is less than) the defendant's. The traditional contributory negligence rule, retained in a few states, completely bars recovery, subject to the last clear chance doctrine; assumption of risk may also reduce or bar recovery.

An agency relationship arises when one party (the principal) manifests assent that another party (the agent) act on the principal's behalf and subject to the principal's control, and the agent assents. No consideration or formal writing is required, and the parties' subjective labels do not control. The agent owes fiduciary duties to the principal once the relationship is formed.

Ratification occurs when a principal affirms a prior act done by another that was not authorized when performed, binding the principal as if it had been authorized originally. Ratification requires that the principal have knowledge of all material facts and accept the entire transaction. It is effective only if the principal existed and had capacity at the time of the original act, and it cannot prejudice intervening third-party rights.

Absent an agreement otherwise, partners share profits equally regardless of differences in capital contribution or services rendered. Losses follow profits, so they are shared in the same proportion as profits are shared. A partner is generally not entitled to remuneration for services to the partnership, except reasonable compensation for winding up its business.

Under the corporate opportunity doctrine, a director or officer may not take for personal gain a business opportunity that belongs to the corporation without first disclosing it and giving the corporation a chance to act. An opportunity belongs to the corporation if it is in the corporation's line of business or one in which the corporation has an existing interest or expectancy. The corporation's financial inability to take the opportunity is generally not a defense in most jurisdictions.

A corporation is formed (becomes a de jure corporation) when the articles of incorporation are properly filed with the state, which is conclusive proof of valid formation. Where filing is defective, the de facto corporation doctrine may shield owners who made a good-faith effort to incorporate and operated the business as a corporation, and the doctrine of corporation by estoppel may prevent a party who dealt with the firm as a corporation from denying its existence. Under the modern statutory approach, persons who act as a corporation knowing it was not formed are jointly and severally liable.

A shareholder has a statutory right to inspect and copy certain corporate records upon proper written demand. Inspection of basic records (such as bylaws and board minutes) is generally available on notice, while inspection of records like accounting records and shareholder lists requires a proper purpose reasonably related to the person's interest as a shareholder. A purpose to harass or to pursue purely personal goals unrelated to ownership is improper.

A controlling shareholder owes a fiduciary duty of good faith and fair dealing to the corporation and to minority shareholders when exercising control. This duty constrains actions such as selling control to a looter, engaging in self-dealing transactions, or freezing out minority holders, which must satisfy an entire fairness standard when challenged. The controller may not use its power to obtain benefits at the minority's expense that are not shared proportionally.

A limited liability company is formed by filing articles of organization with the state, and its internal affairs are typically governed by an operating agreement. Members enjoy limited liability, meaning they are generally not personally liable for the LLC's debts and obligations beyond their investment. An LLC may be member-managed (members act as agents able to bind the LLC) or manager-managed (management authority is vested in designated managers), and members owe fiduciary duties depending on the management structure.

The Sixth Amendment right to counsel attaches at the initiation of formal adversarial proceedings, such as indictment or arraignment, and is offense-specific. Once it attaches, the government may not deliberately elicit incriminating statements about that charged offense without counsel present or a valid waiver. This right is distinct from the Fifth Amendment Miranda right and applies at all critical stages of the prosecution.

A person may use reasonable force in self-defense when she reasonably believes it is necessary to protect against an imminent unlawful use of force. Deadly force is justified only against a reasonably perceived threat of death or serious bodily harm, and the original aggressor generally may not claim self-defense unless he withdraws or the victim escalates to deadly force. The majority rule imposes no duty to retreat before using deadly force, though a substantial minority requires retreat if it can be done safely, subject to the castle doctrine exception in the home.

The settlor must presently intend to impose enforceable duties on the trustee, not merely express a hope or moral wish (precatory language generally creates no trust). The res must be existing, identifiable property in which the settlor holds a transferable interest; a mere expectancy will not suffice. Private trusts require definite beneficiaries capable of being ascertained, though a class such as children may qualify.

Under the modern view and the Uniform Trust Code, a trust is presumed revocable unless its terms expressly state it is irrevocable. The settlor may revoke or amend by substantially complying with any method stated in the trust, or, if none is specified, by any later writing or other manifestation of clear intent. A revocable trust is a common will substitute that avoids probate while leaving the settlor full control during life.

A charitable trust must have a purpose benefiting the public (such as relief of poverty, education, religion, or health) and may have indefinite beneficiaries and unlimited duration, escaping the Rule Against Perpetuities. When the stated charitable purpose becomes impossible, impracticable, or illegal, a court may apply cy pres to redirect the property to a purpose as near as possible to the settlor’s original intent, provided the settlor had a general charitable intent.

A will may be revoked by a subsequent instrument (a later will or codicil) or by a physical act such as burning, tearing, or canceling done with the intent to revoke. A later will that does not expressly revoke an earlier one revokes it only to the extent of inconsistency. Under dependent relative revocation, a revocation premised on a mistaken belief may be disregarded where doing so better serves the testator’s intent.

When a decedent dies without a valid will, property passes by intestate succession to the surviving spouse and descendants under statute. A surviving spouse typically takes the entire estate when all descendants are also the spouse’s, with descendants sharing per capita or by representation. If no spouse or descendants survive, the estate passes to parents, then to more remote collateral kin, and ultimately escheats to the state.

At common law, a gift to a beneficiary who predeceases the testator lapses and falls into the residue or passes by intestacy. An anti-lapse statute saves the gift by substituting the predeceased beneficiary’s descendants, but only when the beneficiary was within a specified degree of relationship to the testator (commonly issue, parents, or their descendants). The statute yields to a contrary intent expressed in the will, such as a survivorship requirement.

Ademption by extinction occurs when property that is the subject of a specific devise is not in the estate at death, so the gift generally fails. Abatement determines the order in which gifts are reduced to pay debts and expenses when the estate is insufficient: typically intestate and residuary property is exhausted first, then general legacies, with specific devises abating last. Statutes may give the specific beneficiary replacement property or sale proceeds in limited cases.

A pour-over will devises probate assets to a trust, typically a revocable trust created by the testator, so the assets are administered under the trust’s terms. Under the Uniform Testamentary Additions to Trusts Act, the gift is valid even if the trust is amendable and even if it was amended after the will was executed, so long as the trust is identified in the will and its terms are in a written instrument. The trust may be established before or concurrently with the will.

A ceremonial marriage requires legal capacity (age, single status, no prohibited relationship) plus a license and solemnization. A minority of states still recognize common-law marriage, which requires that the parties presently agree to be married, cohabit, and hold themselves out publicly as spouses. A valid common-law or ceremonial marriage in one state is generally recognized elsewhere, even in states that do not themselves permit common-law marriage.

Every state permits no-fault divorce, granted upon a showing of irreconcilable differences or an irretrievable breakdown of the marriage, sometimes after a period of living separate and apart. Many states also retain fault grounds such as adultery, cruelty, desertion, or habitual drunkenness, which can affect property division or support in some jurisdictions. Traditional fault-based defenses like recrimination and condonation have largely disappeared under no-fault regimes.

Spousal support is awarded based on one spouse’s need and the other’s ability to pay, considering factors such as the length of the marriage, the standard of living, each spouse’s earning capacity, age and health, and contributions to the marriage including homemaking. Modern awards often favor rehabilitative support for a limited period to allow a spouse to become self-supporting. Permanent alimony is reserved for long marriages or where self-support is not feasible, and support generally terminates on remarriage or death.

Child support is set by statutory guidelines that produce a presumptively correct amount based primarily on parental income and the number of children. Both parents owe a duty of support, and courts may deviate from the guideline figure upon written findings that application would be unjust. Support obligations may not be permanently bargained away by the parents because the right belongs to the child, and obligations generally continue until the child reaches majority or is emancipated.

A premarital agreement is enforceable if entered voluntarily and not unconscionable, typically requiring full and fair disclosure of each party’s assets or a knowing waiver of disclosure. Under the Uniform Premarital Agreement Act, the challenger must show involuntariness, or both unconscionability and the absence of adequate disclosure. Agreements purporting to limit child support or custody are not binding on the court, and many states will not enforce terms that are unconscionable at the time of enforcement.

The UCCJEA gives priority for an initial custody order to the child’s home state (where the child lived with a parent for six months before the proceeding), and the issuing state retains exclusive continuing jurisdiction over modifications. The UIFSA governs support orders, allowing only one controlling order and giving the issuing state continuing exclusive jurisdiction to modify so long as a party or the child remains there. These acts ensure interstate recognition and prevent conflicting orders.

A buyer in ordinary course of business takes free of a security interest created by the buyer’s seller, even if the interest is perfected and the buyer knows of its existence, so long as the buyer does not know the sale violates the security agreement. The buyer must purchase in good faith and in the ordinary course from a seller in the business of selling goods of that kind. This rule protects ordinary retail purchasers of inventory and is a key exception to the rule that a perfected interest follows the collateral.

Upon default, a secured party may take possession of the collateral by self-help without judicial process if it can do so without a breach of the peace; otherwise it must proceed by judicial action. The collateral may then be sold or otherwise disposed of in a commercially reasonable manner after reasonable notice to the debtor. Sale proceeds are applied to expenses, then the secured debt, then junior interests, with any surplus to the debtor and the debtor liable for a deficiency.

Domicile is a person’s true, fixed, and permanent home, requiring physical presence in a place coupled with the intent to remain there indefinitely. A person retains an existing domicile until a new one is acquired, and everyone has exactly one domicile at a time. Domicile determines such matters as the law governing succession to movables, the validity of a divorce, and the basis for jurisdiction over a person.

Under the First Restatement, tort claims are governed by the law of the place of the wrong (lex loci delicti), meaning where the injury occurred. Under the Second Restatement, courts apply the law of the state with the most significant relationship, considering the place of injury, the place of the conduct, the parties’ domiciles, and where the relationship between the parties is centered. The modern trend favors the most significant relationship test, allowing different issues to be governed by different states’ law (depecage).

A valid choice-of-law clause in a contract is generally enforced if the chosen state bears a reasonable relationship to the transaction and the choice does not violate a fundamental policy of a state with a materially greater interest. Absent an effective clause, the First Restatement looks to the place of making for validity and the place of performance for performance issues, while the Second Restatement applies the law of the state with the most significant relationship considering contacts such as place of contracting, negotiation, performance, and the parties’ domiciles.

A forum court may decline to apply otherwise-applicable foreign law when doing so would violate a fundamental public policy of the forum, refusing to enforce a right deemed repugnant to local morals or justice. The exception is narrow and applies only where the foreign law is strongly contrary to forum policy, not merely different from local law. When invoked, the forum typically dismisses the claim or applies forum law in place of the offending rule.

In most jurisdictions a builder-vendor of a newly constructed home impliedly warrants that the dwelling is built in a workmanlike manner and is fit for habitation. This implied warranty of fitness or quality protects the original buyer and, in many states, subsequent purchasers within a reasonable time. It is independent of any express warranty and of the deed's title covenants.

A claim is not ripe if it depends on contingent future events that may not occur, and it is moot if the controversy has ended, subject to exceptions for issues capable of repetition yet evading review and voluntary cessation. The political question doctrine bars adjudication of issues textually committed to another branch or lacking judicially manageable standards. These justiciability limits flow from the Article III case-or-controversy requirement.

An ultra vires act is one beyond the scope of the corporation's stated purposes; under modern statutes most corporations have broad general purposes, so such challenges are rare. The validity of corporate action generally cannot be challenged on the ground that the corporation lacked power, except in three narrow situations: a shareholder suit to enjoin the act, a suit by the corporation against an officer or director, or a proceeding by the state. This preserves the certainty of transactions with third parties.

A child born to a married woman is presumed to be the child of her husband, a presumption that may be rebutted by clear evidence including genetic testing. Paternity may also be established by voluntary acknowledgment or by court adjudication, after which the father owes support and may seek custody or visitation. A man who is not the biological father may still be bound as a parent under estoppel or holding-out theories where he has assumed the parental role.

A financing statement is sufficient if it provides the debtor’s correct legal name, the secured party’s name, and an indication of the collateral, which may be broader than the security agreement and may state all assets. An error in the debtor’s name is seriously misleading and renders the filing ineffective unless a standard search under the correct name would still disclose it. A filing is generally effective for five years and lapses unless a continuation statement is filed.

A security interest automatically continues in identifiable proceeds of collateral, and perfection in the original collateral generally gives continuous perfection in proceeds for at least 20 days, extended where the proceeds are cash or covered by the same filing office. A security agreement may secure future advances without a new agreement for each loan, and the priority of those advances usually relates back to the original filing or perfection date.

Judgments of foreign nations are not entitled to full faith and credit but are generally recognized as a matter of comity when the foreign court had jurisdiction and used fair procedures. Recognition may be refused where the foreign system lacked impartial tribunals or due process, lacked personal jurisdiction, or where the judgment is repugnant to the forum’s public policy. Many states follow uniform acts governing recognition of foreign money judgments.

Renvoi arises when the forum’s choice-of-law rule points to another state’s law, raising the question whether to apply only that state’s internal law or its whole law including its conflicts rules. Courts usually reject renvoi and apply only the foreign state’s internal law to avoid circularity, except in areas like title to land and divorce validity. Characterization is the related step of classifying an issue (such as tort, contract, or procedure) to select the proper choice-of-law rule, and matters deemed procedural are governed by forum law.