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The
following outlines indicate the examination’s potential scope
of coverage. The outlines are not intended to list each aspect
of each topic mentioned.
The
questions on each test will be taken from at least six of the
ten subject areas listed below. Some questions may require
analysis of more than one subject area. The particular areas
covered will vary from exam to exam.
Agency & Partnership
I.
Agency relationships
A. Creation
B. Types
C. Termination
II. Power of agent to bind principal
A. Authority
B. Apparent authority
C. Inherent agency power
III. Vicarious liability of principal for acts of agent
IV. Fiduciary duties between principal and agent
A. Duty of care
B. Duty of loyalty
C. Duty of obedience
V.
Creation of partnerships
A. General partnerships
B. Limited partnerships
C. Limited liability partnerships
VI.
Power and liability of partners
VII.
Rights of partners among themselves
A. Profits and losses
B. Management and control
C. Duty of care
D. Duty of loyalty
VIII.
Dissolution
A. Distinguished from winding up and
termination
B. Rightful versus wrongful
C. General partnerships, limited
partnerships, or limited liability partnerships
IX.
Special rules concerning limited partnerships
A. Disclosure requirements
B. The control limitation
C. Economic rights of limited partners
Commercial
Paper (Negotiable Instruments)
(*All
citations to the UCC are to the 1999 Official Text.)
I.
General UCC principles*
A. Rules of construction and application (§
1-101, et seq.)
B. General definitions and principles of
interpretation (§ 1-102, et seq.)
II.
General provisions and definitions (§ 3-102, et seq.)
A. Definitions (§ 3-103)
B. Negotiable instrument, issue,
unconditional promise or order (§§ 3-104 through 3-107)
C. Payable on demand or at definite time (§
3-108)
D. Payable to order or bearer; identification
of payee (§§ 3-109 through 3-110)
E. Other terms (§§ 3-111 through 3-113)
F. Contradictory terms; incomplete terms (§§
3-114 through 3-115)
G. Joint and several liability; contribution
(§ 3-116)
H. Other agreements affecting instrument (§
3-117)
I. Statute of limitations; notice of right to
defend (§§ 3-118 through 3-119)
III.
Negotiation, transfer and indorsement (§ 3-201, et seq.)
A. Negotiation, rescission and transfer (§§
3-201 through 3-203)
B. Indorsements (§§ 3-204 through 3-206)
C. Reacquisition (§ 3-207)
IV.
Enforcement of instruments (§§ 3-301 through 3-311)
A. Person entitled to enforce; holder in due
course (§§ 3-101 through 3-102)
B. Value and consideration (§ 3-103)
C. Overdue instrument (§ 3-304)
D. Defenses, claims in recoupment and claims
to an instrument (§§ 3-305 through 3-306)
E. Notice of breach of fiduciary duty (§
3-307)
F. Proof of signatures and status as holder
in due course (§ 3-308)
G. Enforcement of lost, destroyed or stolen
instrument (§ 3-309)
H. Effect of instrument on obligation for
which taken; accord and satisfaction (§§ 3-310 through 3-311)
V.
Liability of parties (§ 3-401, et seq.)
A. Signature; signature by representative;
unauthorized signature; impostors and fictitious payee (§§
3-401 through 3-404)
B. Employer's responsibility for employee's
fraudulent indorsement (§ 3-405)
C. Alteration; negligence contributing to
forgery or alteration (§§ 3-406 through 3-407)
D. Drawee not liable on unaccepted draft (§
3-408)
E. Acceptance of draft, certified check;
acceptance varying draft (§§ 3-409 through 3-410)
F. Refusal to pay cashier's, teller's and
certified checks (§ 3-411)
G. Obligations of issuer, acceptor, drawer,
indorser (§§ 3-412 through 3-415)
H. Transfer and presentment warranties (§§
3-416 through 3-417)
I. Payment or acceptance by mistake (§
3-418)
J. Instruments signed for accommodation (§
3-419)
K. Conversion of instrument (§ 3-420)
VI.
Dishonor (presentment, dishonor, notice, excuse, evidence of
dishonor) (§§ 3-501 through 3-505)
VII.
Discharge and payment (§§ 3-601 through 3-605)
A. Discharge and effect of discharge (§
3-601)
B. Payment; tender of payment (§§ 3-602
through 3-603)
C. Discharge by cancellation, renunciation (§
3-604)
D. Discharge of indorsers, accommodation
parties (§ 3-605)
Conflict of Laws
I.
Domicile
A. Meaning and legal consequences
B. State's law by which determined
II.
Jurisdiction of courts
A. Types of jurisdiction
1. In personam
2. In rem and quasi
in rem
B. Bases of jurisdiction
C. Notice and opportunity to be heard
D. Limits on exercise of jurisdiction
1. Traditional
limitations
a. Choice of forum by agreement
b. Fraud, force, and privilege
c. Forum non conveniens
2. Constitutional
limitations (due process)
III.
Choice of law
A. Basic concepts
1. Legal
characterization
2. Renvoi
3. Depecage
4. Proof of foreign
law
B. Choice of law theories
1. Traditional
"vested rights" approach
2. "Contemporary
policy approaches" (including the interest analysis
approach and the substantial relationship approach of
Restatement, Second, of Conflict of Laws)
C. Application in specific areas
1. Torts
2. Contracts
3. Property
4. Corporations
5. Worker's
compensation
6. Family law
7. Substance vs.
procedure
D. Defenses against application of foreign
law
1. Local public
policy
2. Penal laws
3. Revenue laws
E. Constitutional limitations
1. Due process
2. Full faith and
credit
3. Privileges and
immunities
F. Federal-state conflicts
1. Federal supremacy
2. Erie doctrine
IV.
Recognition and enforcement of other states' judgments and
foreign judgments
A. Full faith and credit
B. Effect: claim and issue preclusion
C. Defenses to recognition or enforcement
D. Family law judgments
Corporations
and Limited Liability Companies
I.
Formation of organizations
A. Articles of incorporation
B. Bylaws
C. Articles of organization; certificates of
formation
D. Operating agreements
II.
Pre-organization transactions
A. Promoters: contracts and fiduciary duties
B. Subscriptions for shares
III.
Piercing the veil
IV.
Financing the organization
A. Sources of finance
B. Securities issuance and characteristics
C. Dividends and distributions
D. Redemptions and repurchases
V.
Management and control
A. Shareholders
1. Meetings: annual,
notice, and quorum
2. Voting:
eligibility, cumulative, voting, proxy voting, class voting,
voting trusts, and shareholder voting agreements
B. Directors
1. Meetings: quorum
and notice
2. Action by written
consent
3. Action by
committee
4. Director's
objections to actions
C. Officers
1. Authority
2. Officer's
liability on corporate obligations
D. Members and managers
1. Authority
2. Liability
3. Powers
VI.
Fiduciary duties
A. Directors, officers, and shareholders
B. Managers and members
VII.
Close corporations and special control devices
A. Share transfer restrictions
B. Special agreements allocating authority
C. Resolutions of disputes and deadlocks
D. Option or buy/sell agreements
VIII.
Organizational structure including relationships between parents
and subsidiaries
A. Amendments
1. Articles of
incorporation and bylaws
2. Articles of
organization, certificates of formation, and operating
agreements
B. Mergers and consolidations
C. Sales of substantially all assets
D. Recapitalizations
E. Exchanges of securities
F. Dissolution of organization
IX.
Shareholder and member litigation: direct, derivative, and class
litigation
Decedents' Estates
I.
Intestate succession
A. Share of the surviving spouse
B. Share of children and more remote
descendants
1. Adopted children
2. Child born out of
wedlock
3. Half bloods
C. Share of ancestors and collaterals
D. Advancements
E. Simultaneous death
II.
Wills
A. Execution requirements
1. Governing law
2. Wills complying
with law of domicile
3. Foreign wills
4. Holographic wills
5. Interested
witnesses
B. Integration of wills
C. Codicils
D. Incorporation by reference
E. Facts of independent significance
F. Revocation
1. Dependent relative
revocation
2. Revocation due to
changed circumstances
3. Revocation by
physical act
4. Partial revocation
G. Revival
H. Contractual wills
I. Construction problems
1. Lapsed legacies
2. Ademption
3. Accretions
4. Satisfaction
5. Exoneration
6. Slayer statutes
7. Disclaimers
8. Simultaneous death
9. Abatement
10.Classification of
legacies and devises
11.Gifts to classes
12.Gifts to children
and issue
J. Will contests
1. Age requirement
2. Mental capacity
3. Undue influence
4. Fraud
5. Mistake
6. No contest clauses
7. Standing to
contest
K. Non-probate transfers
1. Inter vivos gifts
2. Joint tenancy
3. Tentative trusts
and pay-on-death accounts
4. Other non-probate
transfers
L. Powers and duties of personal
representative
III.
Family Protection
A. Spouse's forced or elective shares
1. Size
2. Assets subject to
share
B. Share of after-born or pretermitted child
C. Homestead and exempt property
D. Limitations on charitable bequests
IV.
Living wills and durable health care powers
A. Execution requirements
B. Revocation
C. Individuals eligible to be agent or
attorney-in-fact
D. Authority of agent or attorney-in-fact
Family Law
I.
Getting married
A. Controversies arising in anticipation of
marriage
B. Limitations on who may marry
C. Procedural requirements
D. State of mind requirements
E. Common-law marriage and other curative or
mitigative doctrines
F. Premarital contracts
II.
Being married
A. Rights and responsibilities of spouses
B. Family privacy
1. Common-law
doctrine
2. Constitutional
privacy
3. Reproductive
choices
4. Evidentiary
privileges
C. Remedies for tortious interference with
the marital relationship
III. Separation, divorce, dissolution, and annulment
A. Grounds and defenses
B. Jurisdiction and recognition of decrees
C. Preliminary interlocutory and final orders
D. Division of property
E. Maintenance or alimony
F. Child support
G. Modification of maintenance and child
support
H. Enforcement of awards
I. Mediation and other alternative means of
dispute resolution
J. Separation agreements
IV.
Child custody
A. Standards for decision
B. Visitation
C. Joint custody
D. Enforcement
E. Procedural issues
1. Jurisdiction to
decide custody
2. Child's preference
3. Counsel for the
child
F. Modifiation
G. Mediation and other alternative means of
dispute resolution
V.
Rights of unmarried cohabitants
A. Rights of cohabitants inter se
B. Unmarried parents and their children:
illegitimacy
1. Constitutional
limits on discrimination
a.Unfavorable treatment of illegitimate children
b.Unfavorable treatment of unmarried parents
2. Presumption of legitimacy
3. Establishing paternity
4. Legitimation
VI.
Parent, child, and state
A. Legal disabilities of childhood
B. Duty to support
C. Intra-family immunities
D. Claims for loss of consortium
E. Parent's right to control child's
upbringing and limitations on parental autonomy
F. Custodial disputes between parents and
third parties
VII.
Adoption
A. Jurisdiction
B. Agency versus independent placements
C. Parental consent
VIII.
Alternatives to adoption
A. Artificial insemination by donor
B. Surrogacy arrangements
C. In vitro fertilization, gestational
surrogacy, and embryo transplantation
Federal Civil Procedure
I.
Jurisdiction and venue
A. Subject matter jurisdiction
1. Federal courts
2. State courts
B. Jurisdiction over parties
C. Jurisdiction over property
D. Service of process and notice
E. Venue, forum nonconveniens, and transfer
II.
Law applied by federal courts
A. State law in federal court
B. Federal common law
III.
Injunctions and provisional remedies
IV.
Pretrial procedures
A. Pleading
B. Abstention doctrines
C. Joinder of parties and claims (including
class actions)
D. Discovery
E. Adjudication without a trial
F. Pretrial conference and order
V.
The trial process
A. Jury trials
B. Nonjury trials
C. Jury instructions
D. Motions
VI.
Verdicts and judgments
A. Jury verdicts
B. Judicial findings and conclusions
C. Directed verdicts and nonsuits
D. Post-trial motions
E. Effect; claim and issue preclusion
F. Appealability and review
Sales
(*All
citations to the UCC are to the 1999 Official Text.)
I.
General UCC principles*
A. Rules of construction and application (§
1-101, et seq.)
B. General definitions and principles of
interpretation (§1-201, et seq.)
II.
Scope and applicability (§ 2-101, et seq.)
A. Applicable to transactions in goods (§
2-102)
B. Definitions—"merchant,"
"between merchants," "goods" (§§ 2-104,
2-105)
C. Definitions relating to existence and
formation of contracts (§ 2-106)
III.
Form, formation, and readjustment of contracts (§ 2-201, et
seq.)
A. Statute of frauds and exceptions (§
2-201)
B. Parol evidence (§ 2-202)
C. Formation (§§ 2-204, 2-206, 2-207)
D. Firm offers (§ 2-205)
E. Course of performance or practical
construction (§ 2-208)
F. Modification, rescission, waiver (§
2-209)
G. Delegation and assignment (§ 2-210)
IV. Obligations of parties, construction, and performance (§
2-301, et seq.; § 2-501, et seq.)
A. Unconscionability (§ 2-302)
B. Open price term (§ 2-305)
C. Output/requirement contracts (§ 2-306)
D. Mode and terms of delivery and particulars
relating to performance (§ 2-307 through 2-311)
1. Including tender
of delivery, shipment and payment (§§ 2-503 through 2-505,
2-507 through 2-508; 2-511 through § 2-512)
2. Including risk of
loss (§ 2-509 through § 2-510)
3. Including right of
inspection and preserving evidence of goods in dispute (§§
2-513, 2-515)
E. Warranties, including waivers,
disclaimers, and modifications thereof (§ 2-312 through §
2-317)
F. Sale on approval, consignment sales and
incidents thereof (§§ 2-326, 2-327)
G. Sale by auction (§ 2-328)
V.
Passage of title (§ 2-401, et seq.)
A. "Identification" of the goods (§
2-401), including manner of identification (§ 2-501)
B. Good faith purchaser;
"entrusting" (§ 2-403)
VI.
Breach, repudiation, and excuse (§ 2-601, et seq.)
A. Buyer's rights on improper delivery (§
2-601)
B. Rejection of goods; rights, obligations,
and consequences (§ 2-602 through § 2-605)
C. Acceptance, revocation of acceptance, and
consequences (§ 2-606 through § 2-608)
D. Adequate assurances; anticipatory
repudiation(§ 2-609 through § 2-611)
E. "Installment contract" (§
2-612)
VII.
Remedies (§ 2-701, et seq.)
A. Seller's remedies in general (§ 2-703)
1. Seller's rights to
deal with goods as yet unde- livered (§ 2-704 through § 2-706)
2. Damages—measure,
incidental damages (§ 2-708 through § 2-710)
B. Buyer's remedies in general (§ 2-711)
1. "Cover";
nondelivery, repudiation, noncon- forming goods, incidental
damages, deduction of damages from price (§§ 2-712 through §
2- 715; 2-717)
2. Specific
performance (§ 2-716)
C. Liquidated damages (§ 2-718)
D. Contractual modification, limitation of
remedies (§ 2-719)
Secured Transactions
(*All
citations to the UCC are to the 1999 Official Text.)
I.
General UCC principles*
A. Rules of construction and application (§
1-101, et seq.)
B. General definitions and principles of
interpretation (§1-201, et seq.)
II.
Applicability and definitions (§ 9-101, et seq.)
A. Subject matter of Article 9 (§ 9-109)
B. Perfection of security interests in
multiple state transactions (§ 9-301)
C. Excluded transactions (§ 9-109)
D. Definitions; "account";
"purchase money security interest;"
"control" (§§ 9-102 through 9-107)
E. Classification of goods (§ 9-102)
F. Including sufficiency of description (§
9-108)
G. Including security interests arising under
Article 2 (§ 9-110)
H. Priority of consignments (§ 9-103, 9-324)
III.
Validity of security agreements and rights of parties (§§
9-201, et seq.)
A. Title to collateral immaterial (§ 9-202)
B. Enforceability (§ 9-203)
C. After-acquired property; future advances (§
9-204)
D. Use or disposition of collateral by debtor
(§ 9-205)
E. Collateral in secured party's possession (§
9-207, 9-208)
F. Request for accounting (§ 9-210)
IV.
Rights of third parties; perfected and unperfected security
interests; rules of priority (§ 9-301, et seq.)
A. Priority over unperfected security
interests (§ 9-317)
B. Requirement of filing and steps to be
taken for perfection (§§ 9-308 through 9-316; §9-501, et
seq.); assignment of security interest (§§ 9-514, 9-519)
C. Protection of buyers of goods and chattel
paper (§ 9-320, 9-330), including protection of
holders and purchasers of negotiable instruments (§ 9-331)
D. Priority of liens arising by law (§
9-333)
E. Alienability of debtor's rights (§ 9-401)
F. Priority among conflicting security
interests (§§ 9-322 through 9-329)
G. Fixtures (§ 9-334)
H. Accessions; commingling (§§ 9-335,
9-336)
I. Subordination (§ 9-339)
J. Defenses against assignee; modification of
contract (§§ 9-404 through 9-406)
K. Termination statement (§ 9-513); release
of collateral (§ 9-512)
V.
Default (§ 9-601, et seq.)
A. Rights and remedies on default (§§ 9-601
through 9-606)
1. Including secured
party's collection rights (§ 9-607)
2. Including secured
party's right to take possession and dispose of collateral (§§
9-608 through 9-624)
B. Debtor's rights (§§ 9-625 through 9-628)
Trusts and Future Interests
I.
Trusts
A. Classification of trusts
B. Creation of trusts
1. Requirement of
trust res
2. Requirement of
beneficiary
3. Requirement of
trustee
C. Types of trusts
1. Revocable trusts
2. Irrevocable trusts
3. Testamentary
trusts
4. Pourover trusts
5. Charitable trusts
D. Alienability of trust interests
E. Protective trusts
1. Discretionary
trusts
2. Support trusts
3. Spendthrift trusts
F. Powers of invasion
G. Modification of trusts
H. Termination of trusts
I. Powers and duties of trustees
1. Prudent person
rule
2. Duty of care
3. Duty of loyalty
4. Duty to act
impartially
5. Principal and
income allocations
II.
Future interests
A. Classification of reversions, remainders
and executory interests
B. Life estates and terms of years
C. Vested and contingent interests
D. Powers of appointment
E. Acceleration of future interests
F. Rule Against Perpetuities
1. Common law
2. Wait-and-see
3. Cy pres
4. Other reforms
III.
Construction problems
A. Survivorship problems
B. Gifts to classes
C. Gifts to heirs
D. Rule in Shelley's Case
E. Doctrine of Worthier Title
F. Gifts to children and issue
1. Adopted children
2. Children born out
of wedlock
G. Death without issue
H. Gifts by implication
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