Private Law & Obligations

Private Law & Obligations

Master private law and obligations with free flashcards and spaced repetition practice. This lesson covers contract law, tort liability, property rights, and remedies—essential concepts for the U.S. Bar Exam's Multistate Bar Examination (MBE) and state-specific essay questions.

Welcome to Private Law & Obligations ⚖️

Private law governs relationships between individuals and entities, distinct from public law which addresses government-citizen relationships. Private law encompasses the rights and duties that arise from voluntary transactions (contracts), wrongful acts (torts), and ownership interests (property). Understanding these foundational areas is crucial for bar exam success, as they appear across multiple testing formats and combine with procedural rules in practice simulations.

💡 Exam Context: Approximately 25% of MBE questions test Contracts, 12.5% test Torts, and property concepts appear throughout real property questions. Essay questions frequently blend these subjects with remedies and civil procedure.

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Core Concepts in Private Law

1. Contract Law: Formation and Enforceability 📝

Contracts are legally enforceable agreements between parties. Formation requires:

Element	Definition	Key Test
Offer	Manifestation of willingness to enter a bargain	Creates power of acceptance in offeree
Acceptance	Manifestation of assent to offer terms	Mirror image rule (common law) or §2-207 (UCC)
Consideration	Bargained-for exchange of legal value	Benefit to promisor OR detriment to promisee
Mutual Assent	Meeting of the minds	Objective standard: reasonable person test

🧠 Mnemonic for Contract Formation: "O.A.C.M." - Offer, Acceptance, Consideration, Mutual assent

Types of Contracts:

• Bilateral: Promise for a promise (most contracts)
• Unilateral: Promise for performance (reward offers)
• Express: Terms explicitly stated
• Implied-in-fact: Conduct manifests agreement
• Quasi-contract: Not a true contract; restitution remedy to prevent unjust enrichment

Statute of Frauds 📋: Certain contracts must be in writing:

• Marriage consideration
• Year+ performance impossible
• Land interest transfers
• Executor's promises
• Goods ≥ $500 (UCC §2-201)
• Suretyship agreements

🧠 Mnemonic: "MY LEGS" - Marriage, Year, Land, Executor, Goods, Suretyship

Parol Evidence Rule: Bars prior/contemporaneous evidence contradicting a complete integrated written agreement. Exceptions allow evidence for:

• Clarifying ambiguities
• Proving fraud, duress, mistake
• Establishing condition precedent
• Showing subsequent modifications

2. Tort Law: Civil Wrongs and Liability ⚠️

Torts are civil wrongs causing harm, creating liability for damages. Three categories:

Tort Category	Mental State	Examples
Intentional Torts	Purpose or substantial certainty	Battery, assault, false imprisonment, IIED, trespass, conversion
Negligence	Failure to exercise reasonable care	Car accidents, medical malpractice, premises liability
Strict Liability	No fault required	Abnormally dangerous activities, product defects, wild animals

Negligence Elements (most tested):

┌─────────────────────────────────────────┐
│     NEGLIGENCE FRAMEWORK                │
├─────────────────────────────────────────┤
│                                         │
│  1️⃣ DUTY → D owed legal obligation    │
│           to exercise reasonable care   │
│           ↓                             │
│  2️⃣ BREACH → D failed to meet          │
│              standard of care           │
│           ↓                             │
│  3️⃣ CAUSATION → But-for + proximate    │
│                 cause established       │
│           ↓                             │
│  4️⃣ DAMAGES → P suffered actual harm   │
│                                         │
└─────────────────────────────────────────┘

Standard of Care: Reasonable person under similar circumstances

• Professionals: Knowledge/skill of reasonably competent member of profession
• Children: Reasonable child of similar age, intelligence, experience (exception: adult activities)
• Common carriers/innkeepers: Heightened duty in some jurisdictions

Causation has two parts:

1. Actual cause (but-for): Would harm have occurred without defendant's conduct?
2. Proximate cause: Foreseeable consequence within scope of liability

Defenses to Negligence:

• Contributory negligence: Complete bar (minority jurisdiction)
• Comparative negligence: Reduces recovery by P's fault % (majority)
  • Pure: P recovers even if 99% at fault
  • Modified: P recovers only if ≤50% (or <50%) at fault
• Assumption of risk: P voluntarily encountered known risk

3. Property Rights: Ownership and Transfer 🏛️

Property refers to legally protected interests in things. Two main categories:

Real Property (land and fixtures):

• Fee simple absolute: Complete ownership, unlimited duration
• Life estate: Ownership for life, reverts or remains to another
• Easement: Right to use another's land for specific purpose
• Covenant: Promise regarding land use (runs with the land if requirements met)
• Adverse possession: Acquiring title through continuous, open, hostile possession for statutory period

Personal Property (movable items):

• Gift: Voluntary transfer requiring intent, delivery, acceptance
• Bailment: Rightful possession without ownership (parking garage, dry cleaning)
• Conversion: Serious interference with owner's possessory rights
• Finders: Rights depend on type of property and location found

Estates in Land Timeline:

┌──────────────────────────────────────────────────────────┐
│  PRESENT ESTATES                                         │
├──────────────────────────────────────────────────────────┤
│                                                          │
│  Fee Simple Absolute:  ═══════════════════════════════▶  │
│  "To A"                      (infinite duration)         │
│                                                          │
│  Life Estate:          ═══════════════╗                  │
│  "To A for life"           (A's life) ║                  │
│                                        ▼                 │
│  Remainder/Reversion:                  ═════════════════▶│
│  "then to B"              (B takes after A dies)         │
│                                                          │
│  Fee Simple Defeasible:  ═════════════╗                  │
│  "To A, but if X occurs"              ║                  │
│                           (ends on     ▼                 │
│                            condition)  ⟲ reverts         │
│                                                          │
└──────────────────────────────────────────────────────────┘

4. Remedies: Making the Injured Party Whole 💰

Legal Remedies (damages - monetary compensation):

Damage Type	Purpose	Measure
Compensatory	Make plaintiff whole	Actual losses proven
Consequential	Foreseeable indirect losses	Lost profits, related costs
Nominal	Vindicate rights	Token amount ($1)
Punitive	Punish/deter egregious conduct	Multiplier of compensatory
Liquidated	Pre-agreed reasonable estimate	Contract provision amount

Equitable Remedies (court orders specific action):

• Specific performance: Court orders defendant to perform contract (land sales, unique goods)
• Injunction: Court orders defendant to do/stop doing something
  • Preliminary: Temporary relief pending trial
  • Permanent: Final relief after judgment
  • Mandatory: Requires action
  • Prohibitory: Prevents action
• Rescission: Unwinds contract, restores status quo ante
• Reformation: Corrects writing to match parties' agreement
• Restitution: Prevents unjust enrichment

Requirements for Equitable Relief:

1. Inadequate legal remedy: Money damages insufficient
2. Feasibility: Court can supervise performance
3. Mutuality: Both parties must be bound (traditional rule, relaxed)
4. Definiteness: Terms sufficiently clear
5. Clean hands: Plaintiff acted fairly

🤔 Did you know? The distinction between legal and equitable remedies traces to medieval England's dual court system: Courts of Law (damages) and Courts of Chancery (equity). Though merged in modern American courts, the distinction affects jury trial rights—legal claims have 7th Amendment jury rights, equitable claims don't.

5. Obligations: Sources of Legal Duties 🔗

Obligations arise from various sources:

          SOURCES OF OBLIGATIONS

    ┌─────────────────────────────────┐
    │                                 │
    │  📝 CONTRACT                    │
    │  (voluntary agreement)          │
    │  → Duty to perform promises     │
    │                                 │
    ├─────────────────────────────────┤
    │                                 │
    │  ⚠️ TORT                        │
    │  (wrongful act)                 │
    │  → Duty not to harm others      │
    │                                 │
    ├─────────────────────────────────┤
    │                                 │
    │  🏛️ PROPERTY                    │
    │  (ownership/possession)         │
    │  → Duty to respect others' rights│
    │                                 │
    ├─────────────────────────────────┤
    │                                 │
    │  💼 QUASI-CONTRACT              │
    │  (unjust enrichment)            │
    │  → Duty to restore benefits     │
    │                                 │
    ├─────────────────────────────────┤
    │                                 │
    │  📜 STATUTE/REGULATION          │
    │  (legal mandate)                │
    │  → Duty imposed by law          │
    │                                 │
    └─────────────────────────────────┘

Privity traditionally limited who could enforce obligations:

• Contract privity: Only parties to contract could sue (exceptions: third-party beneficiaries, assignments)
• Tort privity: Historically limited product liability (now abolished for strict products liability)
• Property privity: Connected through successive ownership (for covenants running with land)

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Examples with Detailed Explanations

Example 1: Contract Formation Issue 📄

Scenario: Restaurant owner emails supplier: "I'll buy 100 lbs of salmon weekly at $15/lb for next 6 months." Supplier responds: "Agreed, but price is $16/lb." Restaurant owner receives first shipment and uses it without objection. Is there a contract?

Analysis:

Step	Legal Issue	Conclusion
1	Offer?	Yes - restaurant made definite proposal
2	Acceptance?	No - supplier's response is counteroffer (changed price term)
3	New offer?	Yes - supplier's $16/lb counteroffer
4	Acceptance by conduct?	Yes - restaurant accepted delivery and used goods (UCC §2-206)
5	Terms?	Supplier's terms ($16/lb) govern

Result: Contract formed at $16/lb when restaurant accepted performance. Under UCC §2-207, between merchants, additional/different terms in acceptance may become part of contract, but here the price change is material, so original offer lapsed and counteroffer controls.

💡 Bar Exam Tip: Common law applies strict mirror image rule (acceptance must match offer exactly). UCC §2-207 is more flexible for sales of goods, but material alterations still prevent acceptance.

Example 2: Negligence with Multiple Causes 🚗

Scenario: Driver runs red light and hits pedestrian who was jaywalking while texting. Pedestrian suffers $100,000 in injuries. Jurisdiction uses pure comparative negligence. Jury finds driver 70% at fault, pedestrian 30% at fault. What can pedestrian recover?

Analysis:

Element	Analysis
Duty	✓ Driver owes duty to exercise reasonable care toward pedestrians
Breach	✓ Running red light breaches reasonable care standard
Causation	✓ But-for driver running light, collision wouldn't occur (actual cause) ✓ Foreseeable that running light causes pedestrian injury (proximate cause)
Damages	✓ $100,000 proven injuries
Defenses	Contributory negligence: Pedestrian's jaywalking/texting is negligent

Calculation under pure comparative negligence:

• Total damages: $100,000
• Pedestrian's fault: 30%
• Recovery: $100,000 × (100% - 30%) = $70,000

Alternate outcomes in different systems:

• Contributory negligence (AL, DC, MD, NC, VA): $0 recovery (complete bar)
• Modified comparative (50% bar): $70,000 recovery (pedestrian under 50% threshold)
• Modified comparative (51% bar): $70,000 recovery (pedestrian under 51% threshold)

💡 Practice Pointer: Always identify the jurisdiction's negligence system. It drastically changes outcomes when plaintiff shares fault.

Example 3: Property Transfer and Adverse Possession 🏡

Scenario: Andy builds fence 3 feet into neighbor Bonnie's property in 2010 (genuine surveying mistake). Andy maintains lawn, plants garden in enclosed area. Bonnie lives abroad, visits once/year, never objects. In 2023, Bonnie discovers error, demands Andy remove fence. State has 10-year adverse possession statute. Who owns the disputed strip?

Adverse Possession Requirements (mnemonic: C.O.A.H.):

Element	Requirement	Met?
Continuous	Uninterrupted for statutory period	✓ 2010-2023 (13 years)
Open/Notorious	Visible, obvious to owner	✓ Fence, lawn, garden visible
Actual	Physical occupation	✓ Fenced, maintained, used
Hostile	Without permission	✓ No license from Bonnie
(E)xclusive	Not sharing with owner/public	✓ Only Andy used area

Majority rule on "hostile": Objective test—doesn't matter that Andy believed he owned it (good faith irrelevant). Minority jurisdictions require good faith belief of ownership.

Result: Andy likely acquired title by adverse possession after 10 years (2020). Bonnie's absence doesn't stop clock unless she was legally disabled (minor, imprisoned, mentally incompetent) when possession began.

⚠️ Common Mistake: Students think "hostile" means aggressive intent. It simply means without the owner's permission, regardless of possessor's state of mind.

Example 4: Remedy Selection in Contract Breach 💼

Scenario: Seller contracts to sell unique antique piano to Buyer for $50,000. Before delivery, Seller gets better offer and refuses to perform. Buyer demands specific performance. Should court grant it?

Remedy Analysis:

┌──────────────────────────────────────────────┐
│  SPECIFIC PERFORMANCE DECISION TREE          │
└──────────────────────────────────────────────┘

  Is there a valid contract? ──→ YES
           │
           ↓
  Are damages adequate? ────────→ NO
           │                  (unique item)
           ↓
  Is performance feasible? ─────→ YES
           │              (simple delivery)
           ↓
  Are terms definite? ──────────→ YES
           │             (price, item clear)
           ↓
  Clean hands? ─────────────────→ YES
           │            (buyer proper)
           ↓
      ✅ GRANT SPECIFIC PERFORMANCE

Analysis:

1. Inadequate legal remedy: Damages won't compensate because piano is unique (no substitute available)
2. Feasibility: Court can supervise simple delivery (unlike personal service contracts)
3. Definiteness: Terms clear (specific piano, price)
4. Mutuality: Not required in modern law (buyer couldn't be forced to buy, but seller can be forced to sell)
5. Clean hands: No evidence buyer acted improperly

Result: Court should grant specific performance. Real estate and unique goods are classic cases for equitable relief.

Alternative scenario: If piano were mass-produced model, damages would be adequate (cover price minus contract price), so specific performance denied.

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Common Mistakes to Avoid ⚠️

1. Confusing consideration with conditions

• ❌ Wrong: "The condition for the contract is payment."
• ✅ Right: "Payment is the consideration. Delivery by December 31 is a condition."
• Explanation: Consideration is what each party exchanges to form the contract. A condition is an event that must occur before performance is due.

2. Applying wrong causation standard

• ❌ Wrong: "But-for cause exists, so defendant is liable."
• ✅ Right: "Both but-for (actual) and proximate (foreseeable) causation required."
• Explanation: Actual cause alone isn't enough—harm must be foreseeable consequence within scope of liability.

3. Misunderstanding "hostile" in adverse possession

• ❌ Wrong: "Andy was friendly with Bonnie, so possession wasn't hostile."
• ✅ Right: "Hostile means without permission, regardless of relationship."
• Explanation: Subjective feelings irrelevant; objective possession without owner's consent satisfies hostility.

4. Forgetting to reduce comparative negligence

• ❌ Wrong: "Plaintiff proved $50,000 damages and defendant breached duty, so plaintiff gets $50,000."
• ✅ Right: "Plaintiff gets $50,000 minus their percentage of fault in comparative negligence jurisdictions."
• Explanation: Always check if plaintiff's conduct contributed to harm and apply jurisdiction's comparative/contributory system.

5. Assuming specific performance is always available

• ❌ Wrong: "Defendant breached, so plaintiff can choose specific performance or damages."
• ✅ Right: "Specific performance only available when damages inadequate and equitable requirements met."
• Explanation: Specific performance is extraordinary relief, not automatic. Money damages are the default remedy.

6. Missing statute of frauds issues

• ❌ Wrong: "Valid oral contract for land sale."
• ✅ Right: "Land contracts must be in writing under statute of frauds (with limited exceptions)."
• Explanation: MY LEGS contracts unenforceable without writing or recognized exception (part performance, estoppel).

7. Confusing privity requirements across subjects

• ❌ Wrong: "Third party can't sue because no privity."
• ✅ Right: "Check specific privity rules—contract law requires relationship, but modern tort law eliminated privity for product defects."
• Explanation: Privity operates differently in contracts (generally required except third-party beneficiaries) versus torts (abolished for strict products liability).

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Key Takeaways 🎯

✅ Contracts require O.A.C.M.: Offer, Acceptance, Consideration, Mutual assent—all must be present for formation

✅ Negligence has four elements: Duty, Breach, Causation (actual + proximate), Damages—memorize and apply systematically

✅ Property rights exist in bundles: Ownership isn't absolute; it's a collection of rights (possess, use, transfer, exclude)

✅ Remedies depend on adequacy: Money damages are default; equitable relief requires showing damages won't suffice

✅ Comparative vs. contributory: Know your jurisdiction—plaintiff's fault may reduce recovery or bar it entirely

✅ Statute of frauds applies to MY LEGS: Marriage, Year+, Land, Executor, Goods $500+, Suretyship—writing required

✅ Adverse possession needs C.O.A.H.: Continuous, Open/notorious, Actual, Hostile (+ exclusive) for statutory period

✅ UCC differs from common law: Different rules for sale of goods—§2-207 modifies mirror image rule, §2-201 has special statute of frauds provisions

✅ Causation has two parts: But-for test (actual cause) AND foreseeability (proximate cause)—both required

✅ Privity rules vary by context: Contract privity still matters; tort privity mostly abolished; property privity relevant for covenants

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📚 Further Study

For deeper exploration of private law topics:

1. American Law Institute - Restatements: https://www.ali.org/publications/ (Official restatements of contract, tort, property law reflecting majority rules)

2. Cornell Legal Information Institute - Wex: https://www.law.cornell.edu/wex (Free legal dictionary with detailed explanations of private law concepts)

3. National Conference of Bar Examiners - MBE Subject Outlines: https://www.ncbex.org/exams/mbe/ (Official content outline showing tested topics and subtopics)

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