Mixed Deck — All MN BAR Topics Flashcards

In Minnesota, what is the standard remedy for breach of contract?

Answer: Expectation damages

Minnesota courts award expectation damages to place the non-breaching party in the position they would have been in had the contract been performed.

Under Minnesota corporate law, a merger between two corporations is effective upon:

Answer: Filing articles of merger with the Secretary of State

Under Minn. Stat. § 302A.641, a merger becomes effective when the articles of merger are filed with the Minnesota Secretary of State.

A Minnesota court would likely find a contract unconscionable and refuse to enforce it if:

Answer: The contract had grossly unfair terms imposed on a party with no meaningful choice

Minnesota courts apply both procedural unconscionability (unfair bargaining) and substantive unconscionability (oppressive terms) to refuse enforcement of unconscionable contracts.

Under Minnesota law, when a corporation dissolves voluntarily, its assets must be distributed in which order?

Answer: Creditors first, then any remaining assets to shareholders

Upon dissolution, a corporation must first pay or provide for all corporate debts and liabilities, and only then distribute remaining assets to shareholders in accordance with their rights.

What is the purpose of a "motion for judgment on the pleadings"?

Answer: To request a judgment based solely on the arguments presented in the pleadings

A motion for judgment on the pleadings is filed after the pleadings (complaint, answer, counterclaim, etc.) are closed, but before discovery or trial. It asks the court to rule in favor of the moving party because, even assuming all factual allegations in the non-moving party's pleadings are true, the law clearly dictates a particular outcome. The court considers only the facts alleged in the pleadings and any attached exhibits.

Under Minnesota corporate law, when may a court pierce the corporate veil and hold shareholders personally liable?

Answer: When the corporate form is used as a facade for fraud or injustice and there is unity of interest between the corporation and shareholder

Minnesota courts pierce the corporate veil when the corporate form is used to perpetrate fraud or achieve injustice, and there is such unity of interest that the corporation is merely an alter ego of the shareholder.

In Minnesota, a Terry stop (investigatory detention) is justified by:

Answer: Reasonable articulable suspicion of criminal activity

Under Terry v. Ohio and Minnesota case law, police may briefly detain a person for investigation based on reasonable, articulable suspicion of criminal activity.

Under the Minnesota UCC, a contract for the sale of goods at $500 or more must generally be in writing to be enforceable under the Statute of Frauds UNLESS:

Answer: The goods are specially manufactured

Under Minn. Stat. § 336.2-201(3)(a), specially manufactured goods not suitable for sale to others in the ordinary course of business are an exception to the Statute of Frauds.

Under the Minnesota Business Corporation Act, cumulative voting for directors:

Answer: Allows shareholders to concentrate votes to elect at least one director representing minority interests

Cumulative voting, if authorized, allows a shareholder to multiply their votes by the number of directors to be elected and concentrate all votes on one candidate, giving minority shareholders representation.

Under Minnesota law, apparent authority of an agent to bind a principal arises when:

Answer: The principal's conduct leads a third party to reasonably believe the agent is authorized

Apparent authority arises when the principal's words or conduct cause a third party to reasonably believe the agent has authority, even if no actual authority was granted.

In Minnesota, the entrapment defense succeeds when:

Answer: Government agents induced the defendant to commit a crime the defendant was not predisposed to commit

Minnesota uses a subjective entrapment test focusing on whether government inducement caused an otherwise unwilling, non-predisposed defendant to commit the offense.

Under Minnesota law, accomplice liability attaches when a person:

Answer: Intentionally aids, advises, or conspires with another to commit a crime

Under Minn. Stat. § 609.05, a person is criminally liable as an accomplice when they intentionally aid, advise, hire, or conspire with another to commit the offense.

Under the Minnesota Business Corporation Act, the duty of loyalty requires directors to:

Answer: Subordinate their personal interests to those of the corporation when conflicts arise

The duty of loyalty requires directors to put the corporation's interests ahead of their own personal interests when conflicts arise, and to deal fairly in self-interest transactions.

In a Minnesota civil trial, when may a court grant judgment as a matter of law (directed verdict) to a defendant?

Answer: After the plaintiff rests, if reasonable minds could not differ on the outcome

Under Minn. R. Civ. P. 50, a motion for judgment as a matter of law may be made after a party has been fully heard and the evidence is legally insufficient for a reasonable jury to find for that party.

Under Minnesota Rule of Evidence 801(d)(2), which admission by a party opponent is NOT hearsay?

Answer: An out-of-court statement by the party offered against them

Under Minn. R. Evid. 801(d)(2), a party's own out-of-court statement offered against them is defined as not hearsay — it is an admission by party opponent.

In Minnesota, a criminal defendant's right to a speedy trial under Rule 11 of the Minnesota Rules of Criminal Procedure for a felony generally requires trial within:

Answer: 90 days of demand

Under Minn. R. Crim. P. 11.10, a felony defendant who demands a speedy trial is entitled to trial within 60 days of the demand.

The 'eggshell skull' (thin skull) rule requires a negligent defendant to:

Answer: Pay for the full extent of the plaintiff's injury even if the plaintiff had an unusual vulnerability that made the harm unforeseeable in scope

The eggshell skull rule holds that a defendant takes the plaintiff as found and is liable for the full extent of harm, even when the plaintiff's pre-existing condition made the injury far more severe than expected.

In Minnesota, a parent seeking to relocate out of state with a minor child subject to a custody order must:

Answer: Provide written notice to the other parent and obtain consent or court approval

Under Minn. Stat. § 518.175, a relocating parent must provide written notice to the other parent and, absent consent, seek court approval before relocating.

Under Minnesota criminal law, the mens rea standard requiring that a defendant was aware of and consciously disregarded a substantial and unjustifiable risk is:

Answer: Recklessly

Recklessness under Minnesota law involves conscious disregard of a substantial and unjustifiable risk, consistent with the Model Penal Code approach.

In Minnesota, which standard governs a court's decision to grant or deny a preliminary injunction?

Answer: Preponderance of the evidence on all four Dataphase factors

Minnesota courts follow the Dataphase factors: likelihood of success on the merits, threat of irreparable harm, balance of harms, and public interest, weighed under a preponderance standard.