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Subject Matter Overview of the Multistate Essay Exam (MEE)This document contains the official outlines for all subjects tested on the Multistate Essay Exam (MEE). They come directly from the 2014 MEE Information Booklet. These basic outlines can serve as skeletons to create in-depth outlines with notes, rules, and comments from your preparation and studies. In addition, you can use these outlines as a checklist to make sure that you have studied all possible topics that might appear on the MEE.It may be helpful to print these outlines and place a checkmark next to topics you that already know quite well or an exclamation mark next to topics that are still giving you trouble. This will allow you to streamline your studies by identifying topics and concepts that require additional review. By the day of the examination, you should feel comfortable with a large majority of the topics listed below. Do not stress about mastering everything. Your goal should be to have at least some familiarity with most of the material even if you do not have complete expertise. Keep things in perspective and remember that your ultimate mission is to pass the exam, not to get a perfect score. You are far more likely to earn a passing grade with general knowledge on many subjects than with specific knowledge on fewer subjects.Table of Contents TOC \o "1-3" \h \z \u HYPERLINK \l "_Toc376115891" Business Associations PAGEREF _Toc376115891 \h - 2 -Conflict of Laws PAGEREF _Toc376115892 \h - 5 -Constitutional Law PAGEREF _Toc376115893 \h - 7 -Contracts PAGEREF _Toc376115894 \h - 9 -Criminal Law and Procedure PAGEREF _Toc376115895 \h - 11 -Evidence PAGEREF _Toc376115896 \h - 13 -Family Law PAGEREF _Toc376115897 \h - 15 -Federal Civil Procedure PAGEREF _Toc376115898 \h - 17 -Real Property PAGEREF _Toc376115899 \h - 18 -Torts PAGEREF _Toc376115900 \h - 21 -Trusts and Estates PAGEREF _Toc376115901 \h - 23 -Uniform Commercial Code PAGEREF _Toc376115902 \h - 26 -Business Associations- Agency and PartnershipAgency RelationshipsCreationTypesTerminationPower of Agent to Bind PrincipalAuthorityApparent authorityInherent agency powerVicarious Liability of Principal for Acts of AgentFiduciary Duties Between Principal and AgentDuty of careDuty of loyaltyDuty of obedienceCreation of PartnershipsGeneral partnershipsLimited partnershipsLimited liability partnershipsPower and Liability of PartnersRights of Partners Among ThemselvesProfits and lossesManagement and controlDuty of careDuty of loyaltyDissolutionDistinguished from winding up and terminationRightful versus wrongfulGeneral partnerships, limited partnerships, or limited liability partnershipsSpecial Rules Concerning Limited PartnershipsDisclosure requirementsThe control limitationEconomic rights of limited partners- Corporations and Limited Liability CompaniesFormation of OrganizationsArticles of incorporationBylawsArticles of organization; certificates of formationOperating agreementsPre-Organization TransactionsPromoters: contracts and fiduciary dutiesSubscriptions for sharesPiercing the VeilFinancing the OrganizationSources of financeSecurities issuance and characteristicsDividends and distributionsRedemptions and repurchasesManagement and ControlShareholdersMeetings: annual, notice, and quorumVoting: eligibility, cumulative voting, proxy voting, class voting, voting trusts, and shareholder voting agreementsDirectorsMeetings: quorum and noticeAction by written consentAction by committeeDirector’s objections to actionsOfficersAuthorityOfficer’s liability on corporate obligationsMembers and managersAuthorityLiabilityPowersFiduciary DutiesDirectors, officers, and shareholdersManagers and membersClose Corporations and Special Control DevicesShare transfer restrictionsSpecial agreements allocating authorityResolutions of disputes and deadlocksOption or buy/sell agreementsOrganizational Structure Including Relationships Between Parents and SubsidiariesAmendmentsArticles of incorporation and bylawsArticles of organization, certificates of formation, and operating agreementsMergers and consolidationsSales of substantially all assetsRecapitalizationsExchanges of securitiesDissolution of organizationShareholder and member litigation: direct, derivative, and class litigationConflict of LawsNote: Conflict of Laws issues are embedded in the other MEE topic areas. They do not appear as standalone questions.DomicileMeaning and legal consequencesState’s law by which determinedJurisdiction of CourtsTypes of jurisdictionIn personamIn rem and quasi in remBases of jurisdictionNotice and opportunity to be heardLimits on exercise of jurisdictionTraditional limitationsChoice of forum by agreementFraud, force, and privilegeForum non conveniensConstitutional limitations (due process)Choice of LawBasic conceptsLegal characterizationRenvoiDepecageProof of foreign lawChoice of law theoriesTraditional “vested rights” approachContemporary “policy” approaches (including the interest analysis approach and the substantial relationship approach of Restatement (Second) of Conflict of Laws)Application in specific areasTortsContractsPropertyCorporationsFamily lawSubstance vs. procedureDefenses against application of foreign lawLocal public policyPenal lawsRevenue lawsConstitutional limitationsDue processFull faith and creditPrivileges and immunitiesFederal-state conflictsFederal supremacyErie doctrineRecognition and Enforcement of Other States’ Judgments and Foreign JudgmentsFull faith and creditEffect: claim and issue preclusionDefenses to recognition or enforcementFamily law judgmentsConstitutional LawNote: The terms “Constitution,” “constitutional,” and “unconstitutional” refer to the federal Constitution unless indicated otherwise.The Nature of Judicial ReviewOrganization and relationship of state and federal courts in a federal systemJurisdictionConstitutional basisCongressional power to define and limitThe Eleventh Amendment and state sovereign immuneJudicial review in operationThe “case or controversy” requirement, including the prohibition on advisory opinions, standing, ripeness, and mootnessThe “adequate and independent state ground”Political questions and justiciabilityThe Separation of PowersThe Powers of CongressCommerce, taxing, and spending powersWar, defense, and foreign affairs powersPower to enforce the 13th, 14th, and 15th AmendmentsOther powersThe Powers of the PresidentAs chief executive, including the “take care” clauseAs commander in chiefTreaty and foreign affairs powersAppointment and removal of officialsFederal Inter-branch RelationshipsCongressional limits on the executiveThe presentment requirement and the president’s power to veto or to withhold actionNon-delegation doctrineExecutive, legislative, and judicial immunitiesThe Relation of Nation and States in a Federal SystemIntergovernmental immunitiesFederal immunity from state lawState immunity from federal law, including the 10th AmendmentFederalism-based limits on state authorityNegative implications of the commerce clauseSupremacy clause and preemptionFull faith and creditAuthorization of otherwise invalid state actionIndividual RightsState ActionDue ProcessSubstantive due processFundamental rightsOther rights and interestsProcedural due process, including personal jurisdictionEqual ProtectionFundamental rightsClassifications subject to heightened scrutinyRational basis reviewTakingsOther Protections, including the privileges and immunities clauses, the contracts clause, unconstitutional conditions, bills of attainder, and ex post facto lawsFirst Amendment FreedomsFreedom of religion and separation of church and stateFree exerciseEstablishmentFreedom of expressionContent-based regulation of protected expressionContent-neutral regulation of protected expressionRegulation of unprotected expressionRegulation of commercial speechRegulation of, or impositions upon, public school students, public employment, licenses, or benefits based upon exercise of expressive or associational rightsRegulation of expressive conductPrior restraint, vagueness, and overbreadthFreedom of the pressFreedom of associationContractsNote: Examinees are to assume that Article 2 and Revised Article 1 of the Uniform Commercial Code have been adopted and are applicable when appropriate.Formation of ContractsMutual AssentOffer and acceptanceIndefiniteness or absence of termsImplied-in-fact contract“Pre-contract” obligations based on relianceConsiderationBargain and exchange and substitutes for bargain: “moral obligation,” reliance, and statutory substitutesModification of contracts: preexisting dutiesCompromise and settlement of claimsDefenses to EnforceabilityIncapacity to contractDuressUndue influenceMistake, misunderstandingFraud, misrepresentation, and nondisclosureIllegality, unconscionability, and public policyStatute of fraudsParol Evidence and InterpretationPerformance, Breach, and DischargeConditionsExpressConstructiveObligations of good faith and fair dealing in performance and enforcement of contractsSuspension or excuse of conditions by waiver, election, or estoppelProspective inability to perform: effect on other partyImpracticability and frustration of purposeDischarge of contractual dutiesExpress and implied warranties in sale-of-goods contractsSubstantial and partial breach and anticipatory repudiationRemediesMeasure of damages for breach; protecting the expectation interestConsequential damages: causation, certainty, and foreseeabilityLiquidated damages and penaltiesAvoidable consequences and mitigation of damagesRescission and reformationSpecific performance; injunction against breach; declaratory judgmentRestitutionary and reliance recoveriesRemedial rights of breaching partiesThird-Party RightsThird-party beneficiariesIntended beneficiariesIncidental beneficiariesImpairment or extinguishment of third-party rightsEnforcement by the promiseeAssignment of rights and delegation of dutiesCriminal Law and ProcedureHomicideIntended killingsPremeditation, deliberationProvocationUnintended killingsIntent to injureReckless and negligent killingsFelony murderMisdemeanor manslaughterOther CrimesTheftLarcenyEmbezzlementFalse pretensesReceiving stolen goodsRobberyBurglaryAssault and batteryRape; statutory rapeKidnappingArsonPossession offensesInchoate Crimes; PartiesInchoate offensesAttemptsConspiracySolicitationParties to crimeGeneral PrinciplesActs and omissionsState of mindRequired mental stateStrict liabilityMistake of fact or lawResponsibilityMental disorderIntoxicationCausationJustification and excuseJurisdictionConstitutional Protection of Accused PersonsArrest, search and seizureConfessions and privilege against self-incriminationLineups and other forms of identificationRight to counselFair trial and guilty pleasDouble jeopardyCruel and unusual punishmentBurdens of proof and persuasionEvidenceNote: All Evidence questions should be answered according to the Federal Rules of Evidence, as restyled in 2011.Presentation of EvidenceIntroduction of evidenceRequirement of personal knowledgeRefreshing recollectionObjections and offers of proofLay opinionsCompetency of witnessesJudicial noticeRoles of judge and juryLimited admissibilityPresumptionsMode and orderControl by courtScope of examinationForm of questionsExclusion of witnessesImpeachment, contradiction, and rehabilitationInconsistent statements and conductBias and interestConviction of crimeSpecific instances of conductCharacter for truthfulnessAbility to observe, remember, or relate accuratelyImpeachment of hearsay declarantsRehabilitation of impeached witnessesContradictionProceedings to which evidence rules applyRelevancy and Reasons for Excluding Relevant EvidenceProbative valueRelevancyExclusion for unfair prejudice, confusion, or waste of timeAuthentication and identificationCharacter and related conceptsAdmissibility of characterMethods of proving characterHabit and routine practiceOther crimes, acts, transactions, and eventsPrior sexual misconduct of a defendantExpert testimonyQualifications of witnessesBases of testimonyUltimate issue ruleReliability and relevancyProper subject matter for expert testimonyReal, demonstrative, and experimental evidencePrivileges and Other Policy ExclusionsSpousal immunity and marital communicationsAttorney-client and work productPhysician/psychotherapist-patientOther privilegesInsurance coverageRemedial measuresCompromise, payment of medical expenses, and plea negotiationsPast sexual conduct of a victimWritings, Recordings, and PhotographsRequirement of originalSummariesCompleteness ruleHearsay and Circumstances of its AdmissibilityDefinition of hearsayWhat is hearsayPrior statements by witnessStatements attributable to party-opponentMultiple hearsayPresent sense impressions and excited utterancesStatements of mental, emotional, or physical conditionStatements for purposes of medical diagnosis and treatmentPast recollection recordedBusiness recordsPublic records and reportsLearned treatisesFormer testimony; depositionsStatements against interestOther exceptions to the hearsay ruleRight to confront witnessesFamily LawGetting MarriedControversies arising in anticipation of marriageLimitations on who may marryProcedural requirementsState of mind requirementsCommon law marriage and other curative or mitigative doctrinesPremarital contractsBeing MarriedRights and responsibilities of spousesFamily privacyCommon law doctrineConstitutional privacyReproductive choicesEvidentiary privilegesRemedies for tortious interference with the marital relationshipSeparation, Divorce, Dissolution, and AnnulmentGrounds and defensesJurisdiction and recognition of decreesPreliminary, interlocutory, and final ordersDivision of propertyMaintenance or alimonyChild supportModification of maintenance and child supportEnforcement of awardsMediation and other alternative means of dispute resolutionSeparation agreementsChild CustodyStandards for decisionVisitationJoint custodyEnforcementProcedural issuesJurisdiction to decide custodyChild’s preferenceCounsel for the childModificationMediation and other alternative means of dispute resolutionRights of Unmarried CohabitantsRights of cohabitants inter seUnmarried parents and their children: illegitimacyConstitutional limits on discriminationUnfavorable treatment of illegitimate childrenUnfavorable treatment of unmarried parentsPresumption of legitimacyEstablishing paternityLegitimationParent, Child, and StateLegal disabilities of childhoodDuty to supportIntra-family immunitiesClaims for loss of consortiumParent’s right to control child’s upbringing and limitations on parental autonomyCustodial disputes between parents and third partiesAdoptionJurisdictionAgency versus independent placementsParental consentAlternatives to AdoptionArtificial insemination by donorSurrogacy arrangementsIn vitro fertilization, gestational surrogacy, and embryo transplantationFederal Civil ProcedureJurisdiction and VenueSubject matter jurisdictionFederal courtsState courtsJurisdiction over partiesJurisdiction over propertyService of process and noticeVenue, forum non conveniens, and transferLaw Applied by Federal CourtsState law in federal courtFederal common lawInjunctions and Provisional RemediesPretrial ProceduresPleadings and motionsAbstention doctrinesJoinder of parties and claims (including class actions)Discovery (including e-discovery)Adjudication without a trialPretrial conference and orderThe Trial ProcessJury trialsNonjury trialsJury instructionsMotionsVerdicts and JudgmentsJury verdictsJudicial findings and conclusionsDirected verdicts and nonsuitsPost-trial motionsEffect; claim and issue preclusionAppealability and reviewReal PropertyOwnershipPresent estatesFees simpleDefeasible fees simpleLife estatesFuture interestsReversionsRemainders, vested and contingentExecutory interestsPossibilities of reverter, powers of terminationRules affecting these interestsCotenancyTypesTenancy in commonJoint tenancySeverancePartitionRelations among cotenantsAlienability, descendibility, devisabilityThe law of landlord and tenantTypes of holdings: creation and terminationTerms for yearsTenancies at willHoldovers and other tenancies at sufferancePeriodic tenanciesPossession and rentAssignment and sublettingTermination (surrender, mitigation of damages, and anticipatory breach)Habitability and suitabilitySpecial problemsRule Against Perpetuities: common law and as modifiedAlienability, descendibility, and devisabilityFair housing/discriminationRights in LandCovenants at law and in equityNature and typeCreationScopeTerminationEasements, profits, and licensesNature and typeMethods of creationExpressImpliedQuasi-useNecessityPlatPrescriptionScopeTerminationFixtures (including relevant application of Article 9, UCC)Zoning (fundamentals other than regulatory taking)ContractsReal estate brokerageCreation and constructionStatute of frauds and exceptionsEssential termsTime for performanceRemedies for breachMarketability of titleEquitable conversion (including risk of loss)Options and rights of first refusalFitness and suitabilityMergerMortgages/Security DevicesTypes of security devicesMortgages (including deeds of trust)In generalPurchase-money mortgagesFuture-advance mortgagesLand contractsAbsolute deeds as securitySome security relationshipsNecessity and nature of obligationTheories: title, lien, and intermediateRights and duties prior to foreclosureRight to redeem and clogging equity of redemptionTransfers by mortgagorDistinguishing “subject to” and “assuming”Rights and obligations of transferorApplication of subrogation and suretyship principlesDue-on-sale clausesTransfers by mortgageePayment, discharges, and defensesForeclosureTypesRights of omitted partiesDeficiency and surplusRedemption after foreclosureDeed in lieu of foreclosureTitlesAdverse possessionTransfer by deedWarranty and nonwarranty deeds (including covenants for title)Necessity for a grantee and other deed requirementsDelivery (including escrows)Transfer by operation of law and by willIn generalAdemptionExonerationLapseAbatementTitle assurance systemsRecording acts (race, notice, and race-notice)IndexesChain of titleProtected partiesPrioritiesNoticeTitle insuranceSpecial problemsAfter-acquired title (including estoppel by deed)Forged instruments and undelivered deedsPurchase-money mortgagesJudgment and tax liensTortsNote: The Torts questions should be answered according to principles of general applicability. Examinees are to assume that there is no applicable statute unless otherwise specified; however, survival actions and claims for wrongful death should be assumed to be available where applicable. Examinees should assume that joint and several liability, with pure comparative negligence, is the relevant rule unless otherwise indicated.Intentional TortsHarms to the person, such as assault, battery, false imprisonment, and infliction of mental distress; and harms to property interests, such as trespass to land and chattels, and conversionDefenses to claims for physical harmsConsentPrivileges and immunities: protection of self and others; protection of property interests; parental discipline; protection of public interests; necessity; incomplete privilegeNegligenceThe duty question, including failure to act, unforeseeable plaintiffs, and obligations to control the conduct of third partiesThe standard of careThe reasonably prudent person: including children, physically and mentally impaired individuals, professional people, and other special classesRules of conduct derived from statutes and customProblems relating to proof of fault, including res ipsa loquiturProblems relating to causationBut for and substantial causesHarms traceable to multiple causesQuestions of apportionment of responsibility among multiple tortfeasors, including joint and several liabilityLimitations on liability and special rules of liabilityProblems relating to “remote” or “unforeseeable” causes, “legal” or “proximate” cause, and “superseding” causesClaims against owners and occupiers of landClaims for mental distress not arising from physical harm; other intangible injuriesClaims for pure economic lossLiability for acts of othersEmployees and other agentsIndependent contractors and non-delegable dutiesDefensesContributory fault, including common law contributory negligence and last clear chance, and the various forms of comparative negligenceAssumption of riskStrict liability and products liability: common law strict liability, including claims arising from abnormally dangerous activities, and defenses to such claims; claims against manufacturers and other defendants arising out of the manufacture and distribution of products, and defenses to such claimsOther TortsClaims based on nuisance, and defensesClaims based on defamation and invasion of privacy, defenses, and constitutional limitationsClaims based on misrepresentations, and defensesClaims based on intentional interference with business relations, and defensesTrusts and Estates- Decedents’ EstatesIntestate SuccessionShare of the surviving spouseShare of children and more remote descendantsAdopted childrenChildren born out of wedlockHalf-bloodsShare of ancestors and collateralsAdvancementsSimultaneous deathWillsExecution requirementsGoverning lawWills complying with law of domicileForeign willsHolographic willsInterested witnessesIntegration of willsCodicilsIncorporation by referenceFacts of independent significanceRevocationDependent relative revocationRevocation due to changed circumstancesRevocation by physical actPartial revocationRevivalContractual willsConstruction problemsLapsed legaciesAdemptionAccretionsSatisfactionExonerationSlayer statutesDisclaimersSimultaneous deathAbatementClassification of legacies and devisesGifts to classesGifts to children and issueWill contestsAge requirementMental capacityUndue influenceFraudMistakeNo-contest clausesStanding to contestNon-probate transfersInter vivos giftsJoint tenancyTentative trusts and pay-on-death accountsOther non-probate transfersPowers and duties of personal representativeFamily ProtectionSpouse’s forced or elective sharesSizeAssets subject to shareShare of after-born or pretermitted childLiving Wills and Durable Health Care PowersExecution requirementsRevocationIndividuals eligible to be agent or attorney-in-factAuthority of agent or attorney-in-fact- Trusts and Future InterestsTrustsClassificationCreationRequirement of trust resRequirement of beneficiaryRequirement of trusteeTypes of trustsRevocableIrrevocableTestamentaryPouroverCharitableAlienability of trust interestsProtective trustsDiscretionary trustsSupport trustsSpendthrift trustsPowers of invasionModificationTerminationPowers and duties of trusteesPrudent person ruleDuty of careDuty of loyaltyDuty to act impartiallyPrincipal and income allocationsFuture InterestsClassification of reversions, remainders, and executory interestsLife estates and terms of yearsVested and contingent interestsPowers of appointmentAcceleration of future interestsRule Against PerpetuitiesCommon lawWait-and-seeCy presOther reformsConstruction ProblemsSurvivorship problemsGifts to classesGifts to heirsDoctrine of Worthier TitleGifts to children and issueAdopted childrenChildren born out of wedlockDeath without issueGifts by implicationUniform Commercial CodeNote: Examinees should assume that the 2001 text of Article 1 has been adopted. Article 2, Sales of Goods, is included under the Contracts specifications. Examinees should assume that the 2010 Amendments to Article 9 have been adopted.- Negotiable Instruments and Bank Deposits and CollectionsNote: To test knowledge of the basic principles of negotiable instruments (including both notes and checks) more fairly and effectively, section VIII, bank collections (sections in Article 4 dealing with issues unique to checks), has been added to these specifications. These added Article 4 specifications do not, however, include issues relating to the check collection system that are addressed in a combination of Article 4 and federal regulatory law. Section VIII will not appear on an MEE exam until 2013 or later.General UCC PrinciplesGeneral provisions (UCC Article 1, Part 1)General definitions and principles of interpretation (UCC Article 1, Part 2)General rules (UCC Article 1, Part 3)General Provisions and Definitions (UCC Article 3, Part 1)Negotiation, Transfer, and Indorsement (UCC Article 3, Part 2)Enforcement of Instruments (UCC Article 3, Part 3)Liability of Parties (UCC Article 3, Part 4)Dishonor (UCC Article 3, Part 5)Discharge and Payment (UCC Article 3, Part 6)Bank CollectionsGeneral provisions and definitions (UCC §§ 4-101 through 4-105)Collection of items: transfer and presentment warranties; bank as holder in due course (UCC §§ 4-207, 4-208, 4-210, 4-211)Relationship between payor bank and its customer (UCC Article 4, Part 4)- Secured TransactionsGeneral UCC PrinciplesRules of construction and application (§ 1-101, et seq.)General definitions and principles of interpretation (§ 1-201, et seq.)General Rules (§ 1-301, et seq.)Applicability and Definitions (§ 9-101, et seq.)Subject matter of Article 9 (§ 9-109)Perfection of security interests in multiple state transactions (§ 9-301)Excluded transactions (§ 9-109)Definitions: “account”; “purchase money security interest”; “control” (§§ 9-102 through 9-107)Classification of goods (§ 9-102)Including sufficiency of description (§ 9-108)Including security interests arising under Article 2 (§ 9-110)Priority of consignments (§§ 9-103, 9-324)Validity of Security Agreements and Rights of Parties (§ 9-201, et seq.)Title to collateral immaterial (§ 9-202)Enforceability (§ 9-203)After-acquired property; future advances (§ 9-204)Use or disposition of collateral by debtor (§ 9-205)Collateral in secured party’s possession (§§ 9-207, 9-208)Request for accounting (§ 9-210)Rights of Third Parties; Perfected and Unperfected Security Interests; Rules of Priority (§ 9-301, et seq.)Priority over unperfected security interests (§ 9-317)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)Protection of buyers of goods and chattel paper (§§ 9-320, 9-330), including protection of holders and purchasers of negotiable instruments (§ 9-331)Priority of liens arising by law (§ 9-333)Alienability of debtor’s rights (§ 9-401)Priority among conflicting security interests (§§ 9-322 through 9-329)Fixtures (§ 9-334)Accessions; commingling (§§ 9-335, 9-336)Subordination (§ 9-339)Defenses against assignee; modification of contract (§§ 9-404 through 9-406)Termination statement (§ 9-513); release of collateral (§ 9-512)Default (§ 9-601, et seq.)Rights and remedies on default (§§ 9-601 through 9-606)Including secured party’s collection rights (§ 9-607)Including secured party’s right to take possession and dispose of collateral (§§ 9-608 through 9-624)Debtor’s rights (§§ 9-625 through 9-628) ................
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