Paralegal Certification (CP / CLA) Substantive Law: Contracts, Torts, and Business Organizations Syllabus

What is specific performance and when is it available?

An equitable remedy ordering a party to perform their contractual obligation. It is available when the legal remedy (money) is inadequate, typically for unique goods or real estate, and never to compel personal services.

What is rescission and restitution as a contract remedy?

Rescission cancels the contract and discharges both parties; restitution restores each party to their pre-contract position by returning any benefits conferred, preventing unjust enrichment.

Which transactions does UCC Article 2 govern?

UCC Article 2 governs the sale of goods—tangible, movable personal property. It does not govern sales of services, real estate, or intangibles.

For a mixed goods-and-services contract, how do courts decide whether the UCC applies?

Under the 'predominant purpose' (predominant factor) test—if the contract's main thrust is the sale of goods, the UCC applies; if it is services, common law applies.

How does UCC 2-207 (the 'battle of the forms') change the common law mirror image rule?

An acceptance with additional or different terms can still form a contract. Between merchants, additional terms become part of the contract unless they materially alter it, the offer limits acceptance, or objection is made.

What is the UCC 'perfect tender rule'?

Under UCC 2-601, if goods or their delivery fail to conform to the contract in any respect, the buyer may reject all, accept all, or accept any commercial units and reject the rest.

What is the implied warranty of merchantability under the UCC?

In sales by a merchant who deals in goods of that kind, the goods are warranted to be fit for their ordinary purpose, of fair average quality, and properly packaged and labeled (UCC 2-314).

What is the implied warranty of fitness for a particular purpose?

When a seller knows the buyer's particular purpose and that the buyer is relying on the seller's skill to select suitable goods, the goods are warranted fit for that purpose (UCC 2-315).

What are the four elements of a negligence cause of action?

(1) Duty of care owed, (2) Breach of that duty, (3) Causation (actual and proximate), and (4) Damages (actual harm).

What is the standard of care in ordinary negligence?

That of a reasonably prudent person under the same or similar circumstances—an objective standard.

What is the difference between actual cause and proximate cause?

Actual cause (cause-in-fact) is the 'but-for' link between conduct and injury. Proximate cause limits liability to foreseeable consequences, cutting off liability for remote or unforeseeable harms.

What is the doctrine of res ipsa loquitur?

'The thing speaks for itself'—it allows an inference of negligence when the injury would not ordinarily occur without negligence, the instrumentality was under the defendant's exclusive control, and the plaintiff did not contribute to the harm.

What is negligence per se?

Negligence established as a matter of law when a defendant violates a statute designed to protect a class of persons from a type of harm, and the plaintiff is within that class and suffers that harm.

List the major intentional torts against the person.

Battery, assault, false imprisonment, and intentional infliction of emotional distress (IIED).

What is the difference between assault and battery?

Assault is intentionally causing reasonable apprehension of imminent harmful or offensive contact. Battery is the actual intentional harmful or offensive contact with another person.

What are the elements of false imprisonment?

(1) Intentional confinement or restraint of a person to a bounded area, (2) against their will, (3) the person is aware of or harmed by the confinement, and (4) no reasonable means of escape.

What are the intentional torts against property?

Trespass to land, trespass to chattels, and conversion.

What is the difference between trespass to chattels and conversion?

Trespass to chattels is minor interference with another's personal property (damages = harm/loss of use). Conversion is so serious an interference that the defendant must pay the full value of the property.

What is strict liability and when does it apply?

Liability without fault—imposed regardless of intent or negligence. It applies to abnormally dangerous (ultrahazardous) activities, keeping wild/dangerous animals, and defective products.

What are the three types of product defects in products liability?

(1) Manufacturing defects (product differs from design), (2) Design defects (the design itself is unreasonably dangerous), and (3) Warning/marketing defects (inadequate instructions or warnings).

In a strict products liability claim, what must the plaintiff prove?

That the product was defective and unreasonably dangerous when it left the defendant's control, the defect caused the injury, and the product reached the user without substantial change. The defendant must be a commercial seller.

What is the difference between contributory and comparative negligence?

Contributory negligence completely bars recovery if the plaintiff is at all at fault. Comparative negligence reduces recovery by the plaintiff's percentage of fault (pure = recover even if mostly at fault; modified = barred at 50% or 51%).

What is the defense of assumption of risk?

A plaintiff who voluntarily and knowingly accepts a known risk cannot recover for resulting harm. It requires actual knowledge of the risk and voluntary acceptance of it.

What is the difference between compensatory and punitive damages in tort?

Compensatory damages reimburse the plaintiff's actual losses (economic and non-economic). Punitive damages punish the defendant for willful, malicious, or reckless conduct and deter similar acts.

Compare the personal liability of owners in a sole proprietorship, general partnership, and corporation.

Sole proprietors and general partners have unlimited personal liability for business debts. Corporate shareholders have limited liability—generally only their investment is at risk.

What is a limited liability company (LLC) and its key advantages?

An LLC is a hybrid entity providing limited liability to its members like a corporation, with the pass-through tax treatment and management flexibility of a partnership.

What is the difference between a general partnership and a limited partnership?

A general partnership has only general partners with unlimited liability and management rights. A limited partnership has at least one general partner (full liability/management) and limited partners (liability limited to investment, no management control).

What documents are required to form a corporation and an LLC?

A corporation is formed by filing articles of incorporation with the state; an LLC is formed by filing articles of organization. Internal governance is set by corporate bylaws or an LLC operating agreement.

What is the difference between actual authority and apparent authority of an agent?

Actual authority is power the principal expressly or impliedly grants to the agent. Apparent authority arises when the principal's conduct leads a third party to reasonably believe the agent is authorized, binding the principal even without actual authority.

What is 'piercing the corporate veil,' and when may a court do it?

Disregarding the corporate entity to hold shareholders personally liable. Courts may do so when the corporation is a mere alter ego, was undercapitalized, commingled funds, ignored formalities, or was used to commit fraud.

What are the typical steps in the dissolution and winding up of a corporation?

(1) Authorization/vote to dissolve, (2) filing articles of dissolution with the state, (3) winding up—ceasing business and liquidating assets, (4) paying creditors, and (5) distributing any remaining assets to shareholders.