## Subject Matter Jurisdiction (SMJ)

Federal courts have limited SMJ, requiring either Federal Question Jurisdiction (FQJ) or Diversity of Citizenship (DOC).

• FQJ: Arises when the plaintiff's well-pleaded complaint asserts a claim based on federal law. The federal issue must be central to the claim, not merely a defense.
• DOC: Requires complete diversity (no plaintiff is a citizen of the same state as any defendant) and an amount in controversy exceeding $75,000. Citizenship for individuals is domicile; for corporations, it's state of incorporation AND principal place of business (PPB).
• Supplemental Jurisdiction: Allows federal courts to hear state law claims that form part of the same case or controversy as a federal claim (common nucleus of operative fact). Cannot be used to defeat complete diversity for claims by plaintiffs against joined parties.

## Personal Jurisdiction (PJ)

A court must have power over the parties. The exercise of PJ must satisfy both a state's long-arm statute and the Due Process Clause of the 14th Amendment.

• Constitutional Basis: Requires minimum contacts with the forum state such that exercising jurisdiction "does not offend traditional notions of fair play and substantial justice."
• Purposeful Availment: Defendant must purposefully direct activities toward the forum state.
• Relatedness: Claim must arise from or relate to the defendant's contacts (specific PJ), or contacts must be so continuous and systematic as to render the defendant "at home" in the forum (general PJ).

## Venue

Determines the proper federal district. A case may be brought in a district where:

• Any defendant resides, if all defendants reside in the same state.
• A substantial part of the events or omissions giving rise to the claim occurred, or where property subject to the action is located.
• If neither of the above, any district where any defendant is subject to personal jurisdiction (fallback for diversity cases) or where any defendant can be found (fallback for federal question cases).

## Pleadings & Motions

• Complaint: Must contain a short and plain statement of the claim showing the pleader is entitled to relief, and a demand for relief. Must state facts plausible on their face (Twombly/Iqbal).
• FRCP 12(b) Defenses: Lack of SMJ, PJ, improper venue, insufficient process, insufficient service of process, failure to state a claim, failure to join a required party. PJ, venue, and service defenses are waivable if not raised in the first response.

## Discovery & Preclusion

• Scope of Discovery: Relevant to any party's claim or defense and proportional to the needs of the case. Privileged information is generally not discoverable.
• Claim Preclusion (Res Judicata): Prevents re-litigation of claims that were or could have been litigated in a prior action. Requires: (1) same parties (or those in privity), (2) same claim, (3) valid final judgment on the merits.
• Issue Preclusion (Collateral Estoppel): Prevents re-litigation of issues actually litigated and decided in a prior action. Requires: (1) same issue, (2) issue actually litigated and determined, (3) issue was essential to the judgment, (4) party against whom preclusion is asserted was a party (or in privity) to the prior action and had a full and fair opportunity to litigate.

## Judicial Review & Justiciability

The Supreme Court has the power of judicial review (Marbury v. Madison) to declare acts of the other branches unconstitutional. For a case to be heard, it must be justiciable. Key requirements include:

• Standing: Plaintiff must show (1) injury-in-fact (concrete and particularized), (2) causation (injury traceable to defendant's conduct), and (3) redressability (favorable decision would likely remedy the injury). Taxpayer standing is generally denied unless challenging congressional spending under the Establishment Clause.
• Ripeness: Actual harm or immediate threat of harm.
• Mootness: Live controversy must exist at all stages of review. Exceptions include cases capable of repetition yet evading review.
• Political Question Doctrine: Courts will not decide issues committed to another branch or lacking judicial standards for resolution.

## Congressional Powers & Federalism

Congress possesses enumerated powers. The Commerce Clause allows Congress to regulate (1) channels of interstate commerce, (2) instrumentalities of interstate commerce, and (3) activities that have a substantial effect on interstate commerce (even purely intrastate activities if, in the aggregate, they substantially affect interstate commerce – *Wickard v. Filburn*). The Taxing and Spending Clause grants broad power to tax and spend for the general welfare, even if it indirectly regulates areas Congress cannot directly regulate.

The Tenth Amendment reserves powers not delegated to the federal government to the states or the people. It acts as a limit on federal power, particularly through the anti-commandeering doctrine, which prevents Congress from forcing states to enact or enforce federal regulatory programs.

## Individual Rights & Scrutiny Levels

Most individual rights claims require state action (government conduct, not private). When a fundamental right (e.g., speech, travel, privacy) is burdened, or a suspect classification (race, national origin, alienage) is involved, strict scrutiny applies: the government must show the law is necessary to achieve a compelling government interest and is narrowly tailored. For quasi-suspect classifications (gender, legitimacy), intermediate scrutiny applies: the law must be substantially related to an important government interest. For all other classifications or non-fundamental rights, rational basis review applies: the law must be rationally related to a legitimate government interest.

## I. Contract Formation

• Offer: A manifestation of present contractual intent, communicated to an identified offeree, with definite and certain terms (parties, subject matter, price, quantity). Offers can be revoked before acceptance, unless an option contract or firm offer (UCC) exists.
• Acceptance: An unequivocal assent to the terms of the offer. Under Common Law, the Mirror Image Rule dictates acceptance must exactly match the offer's terms. The UCC is more lenient, allowing acceptance with non-material additional terms (unless expressly limited by offeror or materially alters). The Mailbox Rule states acceptance is effective upon dispatch (when sent), not receipt, if sent by a proper method, unless the offer specifies otherwise or it's an option contract.
• Consideration: A bargained-for exchange of legal value. This means a benefit to the promisor or a detriment to the promisee, given in exchange for the promise. Past consideration is generally not valid. The Pre-existing Duty Rule (Common Law) means performing an existing legal duty is not new consideration; however, the UCC allows good faith modifications without new consideration.
• Promissory Estoppel: Can serve as a substitute for consideration if a clear promise induces foreseeable reliance by the promisee, and injustice can only be avoided by enforcing the promise.

## II. Defenses to Formation & Enforcement

• Statute of Frauds: Requires certain contracts to be in writing and signed by the party to be charged to be enforceable. Common categories include contracts for Marriage, contracts that cannot be performed within one Year, contracts involving an interest in Land, contracts by an Executor to pay estate debts, contracts for the sale of Goods $500 or more, and Suretyship contracts (guaranteeing another's debt) – mnemonic MY LEGS.
• Other defenses include Mistake, Misrepresentation, Duress, Undue Influence, and Unconscionability.

## III. Performance & Breach

• Common Law: Substantial performance is generally sufficient to avoid a material breach, allowing for recovery less damages for minor defects. A material breach excuses the non-breaching party's performance.
• UCC (Sale of Goods): The Perfect Tender Rule generally requires goods to conform exactly to contract terms. However, sellers often have a right to cure non-conforming tenders within the contract time or if they had reasonable grounds to believe the goods would be accepted.
• Anticipatory Repudiation: Occurs when one party makes an unequivocal statement that they will not perform their contractual duties before performance is due. This allows the non-breaching party to treat it as an immediate breach.

## IV. Remedies

• Expectation Damages: The standard remedy, aiming to put the non-breaching party in the position they would have been in had the contract been fully performed. Must be foreseeable, certain, and mitigated.
• Specific Performance: An equitable remedy available when monetary damages are inadequate, typically for unique goods (e.g., art, antiques) or real property.
• Liquidated Damages: Enforceable if the amount is reasonable in light of the anticipated or actual harm caused by the breach and is not a penalty.
• Reliance Damages: Recover expenses incurred in reliance on the contract.
• Restitution Damages: Recover benefits conferred on the breaching party to prevent unjust enrichment.

## Criminal Liability: Elements of a Crime

For criminal liability, the prosecution must prove beyond a reasonable doubt that the defendant committed the actus reus (a voluntary physical act or omission) with the requisite mens rea (guilty mind), and that there was concurrence between the two. Causation (factual and proximate) is also required for result crimes.

## Mens Rea Categories

• Specific Intent: Requires not just doing the act, but doing it with a specific objective (e.g., assault with intent to commit battery, larceny, burglary, attempt, conspiracy, solicitation, first-degree murder). Defenses like voluntary intoxication and unreasonable mistake of fact are often valid.
• General Intent: Requires only an awareness of acting in a prohibited manner (e.g., battery, rape, kidnapping, manslaughter). Voluntary intoxication is generally not a defense.
• Malice: Reckless disregard of an obvious or high risk that a particular harmful result will occur (e.g., common law murder, arson).
• Strict Liability: No mens rea required; the act itself is sufficient (e.g., statutory rape, selling alcohol to minors).

## Inchoate Crimes

• Solicitation: Inciting, counseling, advising, urging, or commanding another to commit a crime with the intent that the person commit the crime. Merger applies.
• Conspiracy: An agreement between two or more people to commit an unlawful act, plus an overt act in furtherance (majority rule). No merger.
• Attempt: Specific intent to commit the target crime and a substantial step towards its completion (MPC) or an act that comes dangerously close (proximity test). Merger applies.

## Key Defenses

• Self-Defense: Non-deadly force is permissible if reasonably necessary to protect oneself from immediate use of unlawful force. Deadly force is permissible if reasonably necessary to protect oneself from imminent death or serious bodily harm. The initial aggressor generally cannot claim self-defense unless they withdraw and communicate it.
• Insanity (M'Naghten Rule): Defendant lacked the ability to know the wrongfulness of his actions or understand the nature and quality of his actions due to a mental disease or defect.
• Intoxication: Voluntary intoxication is a defense only to specific intent crimes if it negates the required mens rea. Involuntary intoxication (e.g., unknowingly drugged) can be a defense to all crimes if it negates mens rea.

## Criminal Procedure: Fourth Amendment

Protects against unreasonable searches and seizures. A search or seizure is generally unreasonable without a warrant based on probable cause. Exceptions to the warrant requirement include:

• Search Incident to Lawful Arrest: Contemporaneous with a lawful arrest, limited to the arrestee's wingspan (area of immediate control).
• Automobile Exception: If police have probable cause that a vehicle contains evidence of a crime, they can search any part of the vehicle and containers therein that might contain the evidence.
• Plain View: Officers lawfully present may seize items in plain view if their incriminating character is immediately apparent.
• Consent: Voluntary and intelligent consent from someone with authority.
• Stop and Frisk (Terry Stop): Reasonable suspicion of criminal activity allows a brief investigatory stop. Reasonable suspicion that the person is armed and dangerous allows a pat-down for weapons.
• Exigent Circumstances: Emergency situations (e.g., hot pursuit, destruction of evidence).

## Fifth Amendment: Miranda Rights

Requires police to give Miranda warnings (right to remain silent, anything said can be used against you, right to an attorney, attorney will be provided if indigent) before custodial interrogation. Custody means a reasonable person would not feel free to leave. Interrogation means questioning or words/actions police should know are reasonably likely to elicit an incriminating response. If a suspect invokes their right to counsel, all questioning must cease until counsel is present or the suspect initiates further communication. The Exclusionary Rule generally bars evidence obtained in violation of the Fourth, Fifth, or Sixth Amendments from being used in the prosecution's case-in-chief.

## Relevance (FRE 401 & 403)

Evidence is relevant if it has any tendency to make a fact more or less probable than it would be without the evidence, AND the fact is of consequence in determining the action. Even relevant evidence may be excluded if its probative value is substantially outweighed by a danger of unfair prejudice, confusing the issues, misleading the jury, undue delay, wasting time, or needlessly presenting cumulative evidence.

## Character Evidence (FRE 404 & 405)

Generally, character evidence (evidence of a person's character or character trait) is inadmissible to prove that on a particular occasion the person acted in accordance with the character or trait (propensity evidence).

• Exceptions in Criminal Cases: Defendant may offer evidence of their pertinent good character (by reputation or opinion). If opened, prosecution can rebut. Defendant may offer evidence of victim's pertinent trait (by reputation or opinion). If opened, prosecution can rebut or offer evidence of defendant's same trait.
• MIMIC Evidence (FRE 404(b)(2)): Evidence of Motive, Intent, absence of Mistake, Identity, or Common plan/scheme is admissible for non-propensity purposes. Requires sufficient evidence to support a finding that the defendant committed the prior act and a Rule 403 balancing test.

## Hearsay (FRE 801 & 802)

Hearsay is an out-of-court statement offered to prove the truth of the matter asserted. Hearsay is generally inadmissible unless it falls under an exemption or exception.

• Non-Hearsay Purposes: Statements offered to prove something other than the truth of the matter asserted are not hearsay (e.g., effect on listener, verbal acts, impeachment, state of mind).
• Hearsay Exemptions (Declarant Must Testify):
• Prior Inconsistent Statement (PIS): Made under oath at a prior proceeding.
• Prior Consistent Statement (PCS): Rebuts charge of recent fabrication or rehabilitates.
• Prior Identification: Identifies a person as someone the declarant perceived earlier.
• Hearsay Exceptions (Availability Immaterial - FRE 803):
• Present Sense Impression: Statement describing an event made while or immediately after perceiving it.
• Excited Utterance: Statement relating to a startling event or condition, made while the declarant was under the stress of excitement that it caused.
• Then-Existing Mental, Emotional, or Physical Condition: Statement of the declarant's then-existing state of mind (motive, intent, plan) or physical condition.
• Statement Made for Medical Diagnosis or Treatment: Reasonably pertinent to diagnosis or treatment.
• Business Records: Record of an act, event, condition, opinion, or diagnosis made at or near the time by someone with knowledge, kept in the course of a regularly conducted business activity, and it was a regular practice to make such a record.
• Hearsay Exceptions (Declarant Unavailable - FRE 804):
• Former Testimony: Given as a witness at a trial, hearing, or deposition, and offered against a party who had an opportunity and similar motive to develop it.
• Dying Declaration: In a homicide prosecution or civil case, a statement made by a declarant who believes their death is imminent, about the cause or circumstances of their death.
• Statement Against Interest: A reasonable person would have made it only if they believed it to be true because it was contrary to their proprietary/pecuniary interest or exposed them to liability (criminal cases require corroboration).

## Estates in Land and Future Interests

Present Possessory Estates define the duration of ownership. A Fee Simple Absolute is the largest estate, potentially infinite duration, freely alienable, devisable, and inheritable. Defeasible Fees are subject to conditions:

• Fee Simple Determinable: Automatically terminates upon the happening of a stated event (e.g., "so long as," "until"). Accompanied by a Possibility of Reverter.
• Fee Simple Subject to Condition Subsequent: Grantor reserves the right to terminate upon a stated event (e.g., "but if," "provided that"). Accompanied by a Right of Entry (or Power of Termination), which is not automatic.
• Fee Simple Subject to Executory Limitation: Automatically divests in favor of a third party, not the grantor.

A Life Estate is measured by the life of a person (e.g., "to A for life"). The holder has rights to possession and ordinary use but cannot commit waste.

Future Interests are interests that will or may become possessory in the future.

• Interests Retained by Grantor: Reversion, Possibility of Reverter, Right of Entry.
• Interests Created in Transferees: Remainder (vested or contingent), Executory Interest (shifting or springing).

The Rule Against Perpetuities (RAP) prevents property from being tied up indefinitely by requiring certain future interests to vest or fail within 21 years after the death of someone alive at the creation of the interest ("lives in being plus 21 years"). It applies to contingent remainders, executory interests, and class gifts.

## Concurrent Estates

Tenancy in Common (TIC): Each co-tenant owns an individual part and has a right to possess the whole. Interests are alienable, devisable, and inheritable. No right of survivorship. Presumed in ambiguous conveyances.

Joint Tenancy (JT): Right of survivorship – when one JT dies, their interest automatically passes to the surviving JTs. Requires the "four unities" (PITT): Possession, Interest, Time, Title. Severance of any unity converts a JT into a TIC. A JT can be severed by sale, partition, or mortgage (in title theory states).

## Servitudes and Deeds

Easements grant a non-possessory right to use another's land for a specific purpose. Can be appurtenant (benefits dominant estate) or in gross (personal benefit). Creation methods include express grant/reservation, implication (prior use, necessity), and prescription (like adverse possession). Termination occurs by merger, release, abandonment, or prescription.

A Deed transfers legal title to real property. Requires delivery (grantor's intent to be bound) and acceptance. The deed must adequately describe the land and identify the parties.

Recording Acts protect Bona Fide Purchasers (BFPs).

• Notice Statute: A BFP prevails over a prior grantee who failed to record, even if the BFP doesn't record. "A conveyance is not valid against any subsequent purchaser without notice thereof, unless it is recorded."
• Race-Notice Statute: A BFP must record *first* to prevail over a prior grantee who failed to record. "A conveyance is not valid against any subsequent purchaser without notice thereof, whose conveyance is first recorded."
• Race Statute: The first to record wins, regardless of notice. (Rare).

## Intentional Torts

These torts require intent (desire to cause consequences or knowing they are substantially certain to occur), an act, causation, and harm. Intent can be transferred between Battery, Assault, False Imprisonment, Trespass to Land, and Trespass to Chattels.

• Battery: Harmful or offensive contact with the plaintiff's person.
• Assault: Causing apprehension of imminent harmful or offensive contact.
• False Imprisonment: Confinement or restraint of a person to a bounded area.
• Intentional Infliction of Emotional Distress (IIED): Extreme and outrageous conduct causing severe emotional distress.
• Trespass to Land: Physical invasion of plaintiff's real property.
• Trespass to Chattels/Conversion: Interference with personal property (minor vs. major interference).
• Defenses: Consent, Self-Defense, Defense of Others, Defense of Property, and Necessity (public or private).

## Negligence

Requires Duty, Breach, Causation, and Damages.

• Duty: To act as a reasonably prudent person under the circumstances. Special duties apply to professionals, children, and landowners (e.g., invitees, licensees, trespassers).
• Breach: Failure to conform to the applicable standard of care. Res ipsa loquitur may apply when the accident would not ordinarily occur without negligence and the defendant had exclusive control.
• Causation: Both Actual Cause ("but-for" test, or "substantial factor" for multiple causes) and Proximate Cause (foreseeability of the harm and the plaintiff).
• Damages: Actual harm, not just economic loss, must be proven (e.g., personal injury, property damage).
• Defenses: Contributory Negligence (minority rule, bars recovery if plaintiff is at all at fault), Comparative Negligence (majority rule, reduces recovery based on plaintiff's fault – pure or modified), and Assumption of Risk.

## Strict Liability

Liability without fault for certain activities:

• Abnormally Dangerous Activities: High risk of serious harm, not commonly undertaken, and cannot be made safe.
• Wild Animals: Owners are strictly liable for harm caused by their wild animals.
• Products Liability: Commercial sellers are strictly liable for selling a defective product (manufacturing, design, or warning defect) that causes harm to a foreseeable user or bystander.

## Other Key Torts

• Defamation: False defamatory statement, publication, damages (unless per se), and fault (negligence or malice). Defenses include truth and privileges.
• Privacy Torts: Appropriation, Intrusion, False Light, Public Disclosure of Private Facts.

## Agency Law

• Agency Relationship: Formed when a principal manifests assent to an agent that the agent shall act on the principal's behalf and subject to the principal's control, and the agent manifests assent or otherwise consents. No consideration is required.
• Agent's Authority:
• Actual Authority: Express (oral/written instructions) or Implied (necessary to carry out express authority, custom, or past dealings).
• Apparent Authority: Arises when the principal's manifestations to a third party lead the third party to reasonably believe the agent has authority.
• Ratification: Principal affirms a prior unauthorized act by an agent, giving it retroactive effect.
• Principal's Liability: For contracts entered into by an agent with actual or apparent authority. For torts by an agent within the scope of employment (respondeat superior).
• Agent's Duties: To principal: Loyalty, Care, Obedience.

## Partnership Law

• Formation: Two or more persons carrying on as co-owners a business for profit. No formal filing is required for a General Partnership (GP). Sharing profits is prima facie evidence of partnership.
• Liability: In a GP, all partners are personally liable for all partnership obligations (joint and several).
• Management: Equal rights to manage, unless otherwise agreed. Decisions require majority vote for ordinary matters, unanimity for extraordinary matters.
• Fiduciary Duties: Partners owe duties of Loyalty and Care to the partnership and other partners.
• Types:
• Limited Partnership (LP): Requires filing. At least one general partner (personally liable) and one limited partner (liability limited to capital contribution).
• Limited Liability Partnership (LLP): Requires filing. Partners are generally not personally liable for partnership obligations, including torts of other partners.

## Corporate Law

• Formation: Requires filing Articles of Incorporation with the state (must include name, number of authorized shares, registered agent).
• Limited Liability: Shareholders are generally not personally liable for corporate debts beyond their investment.
• Piercing the Corporate Veil: Courts may disregard limited liability in cases of fraud, inadequate capitalization, or alter ego to prevent injustice.
• Management:
• Directors: Manage the business and affairs. Owe fiduciary duties of Care (protected by the Business Judgment Rule) and Loyalty (no self-dealing, corporate opportunity doctrine).
• Officers: Appointed by directors, carry out day-to-day operations.
• Shareholders: Owners, elect directors, vote on fundamental changes.
• Fundamental Changes: Mergers, sale of all assets, dissolution require board resolution and shareholder approval.
• Shareholder Rights: Right to inspect records, preemptive rights (if in articles), derivative suits (on behalf of corporation).