A limited liability company has members who are citizens of States A, B, and C. The LLC was organized in State D and has its headquarters in State E. What is the LLC's citizenship for diversity purposes? The correct answ...
Citations: Carden v. Arkoma Associates, Section 1332 diversity principles
A member of an LLC gives notice that she withdraws as a member. The operating agreement does not say that withdrawal dissolves the LLC. Which statement is most accurate? The correct answer states the key distinction betw...
Citations: Revised Uniform Limited Liability Company Act principles
MetroHarvest, Inc. has a five-member board. Its bylaws require three directors for a quorum and majority approval of directors present at a meeting. The corporation's chief operating officer has signed ordinary supply co...
Citations: NCBE MEE Business Associations outline, Model Business Corporation Act board-action principles
A child eligible for tribal membership is the subject of a private adoption and termination proceeding. The agency knows of the child's tribal connection but did not notify the tribe before seeking termination. Which sta...
Citations: Indian Child Welfare Act, 25 U.S.C. sections 1901-1963, Haaland v. Brackeen, 599 U.S. 255 (2023)
A judgment creditor of an LLC member seeks to collect from the member's LLC interest. What is the usual effect of a charging order? The correct answer describes the usual limited remedy of a charging order. Revised Unifo...
Citations: Revised Uniform Limited Liability Company Act principles
A lender makes a loan to an LLC. One member signs the note on behalf of the LLC and also signs a separate section labeled "personal guaranty." Which statement is most accurate? The correct answer recognizes that the liab...
Citations: General limited-liability entity principles
A manager-managed LLC has three passive members and one appointed manager. The manager approves a related-party services contract without disclosure. Which statement is most accurate about fiduciary duties? The correct a...
Citations: Revised Uniform Limited Liability Company Act principles
...rtly from hospital records, lab reports, and interviews with family members. Some family statements are hearsay, but doctors in the field reasonably rely on such histories when making the relevant diagnosis. The proponen...
Citations: Fed. R. Evid. 703
A member of Congress reads subpoenaed documents into the record during a committee hearing, then gives the same documents to a campaign consultant who posts them with campaign commentary. The target of the documents sues...
Citations: U.S. Const. art. I, sec. 6, cl. 1, Gravel v. United States, United States v. Brewster
A member sells "my LLC interest" to an investor. The operating agreement requires unanimous consent to admit a new member, and the other members do not consent. What rights does the investor generally receive? The correc...
Citations: Revised Uniform Limited Liability Company Act principles
A member-managed LLC operates a small landscaping business. One member signs a routine contract to buy mulch for current jobs. Which statement best describes the member's authority? The correct answer states the ordinary...
Citations: Revised Uniform Limited Liability Company Act principles
...nd merchant seller signed a final written contract for "No. 2 grade lumber." The buyer seeks to introduce evidence that, in prior contracts between them and in the lumber trade, "No. 2 grade" is understood to include kil...
Citations: UCC 1-303, UCC 2-202, NCBE NextGen UBE Content Scope, Contracts
...wspaper for defamation based on an article accusing the plaintiff of embezzlement. Which statement best states the basic elements the plaintiff must generally prove, subject to constitutional limits? This question tests...
Citations: NCBE MBE Subject Matter Outline, Torts, Restatement (Second) of Torts
A supplier asks whether one member of a corporation's board can sign a $2 million contract and bind the corporation solely because she is a director. Which answer is most accurate? The correct choice distinguishes the bo...
Citations: Model Business Corporation Act board-management principles
...n LLC defaults on an ordinary supplier invoice. The supplier sues a member personally solely because the person owns a membership interest. Which statement is most accurate? The correct answer states the basic member lia...
Citations: Revised Uniform Limited Liability Company Act principles
An LLC's members vote to distribute nearly all company cash while several large invoices are due next week. Which statement best describes a statutory limit on LLC distributions? The correct answer states the usual statu...
Citations: Revised Uniform Limited Liability Company Act principles
...ement and filed statement identify it as manager-managed. A passive member, who is not a manager, signs a new supplier contract without approval. Which statement is most accurate? The correct answer distinguishes member-...
Citations: Revised Uniform Limited Liability Company Act principles
...nd two cases on the issue assigned in the task memo. The examinee remembers a different rule from a real jurisdiction that would help the client more. Which statement is most accurate? The correct answer states how to us...
Citations: NCBE MPT preparation materials
...ant opened a closed but unlocked window of another person's house, climbed inside intending to steal jewelry, and was caught before touching anything. Which statement best describes common-law burglary? The best answer s...
Citations: NCBE NextGen UBE Content Scope, Criminal Law, Model Penal Code 221.1
BlueCrate LLC was formed to sell custom storage boxes. Its two members each contributed $500, kept no separate bank account for the first six months, and paid personal expenses from customer receipts. One member, Luis, s...
Citations: Revised Uniform Limited Liability Company Act principles, General limited-liability entity principles
BrightFarm, Inc. has a nine-member board. Its bylaws allow committees and provide that five directors constitute a quorum. The board created a three-member compensation committee and authorized it to "recommend executive...
Citations: NCBE MEE Business Associations outline, Model Business Corporation Act board committee and meeting principles
Child is eligible for membership in Tribe and Child's biological father is an enrolled tribal member. Mother placed Child with Prospective Adoptive Parents through a private agency. The agency knew of Father's tribal mem...
Citations: Indian Child Welfare Act, 25 U.S.C. sections 1901-1963, Haaland v. Brackeen, 599 U.S. 255 (2023), NCBE MEE Subject Matter Outline, Family Law
...pper Trail LLC is manager-managed. Its operating agreement states: "Members and managers may own outside businesses, but all company transactions must be conducted in good faith." The agreement does not specifically addr...
Citations: Revised Uniform Limited Liability Company Act principles, NCBE MEE Business Associations outline
During direct examination, Witness says she cannot remember the serial number on a machine. Counsel shows her a maintenance log. After reviewing it silently, Witness says she now remembers the number and states it aloud...
Citations: Fed. R. Evid. 612
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