Red, White & Blue: How Colorful MEE Questions Test Parol Evidence and Agency Principles
It’s the Fourth of July, so it’s time for fireworks, hot dogs, and Miley Cyrus singing "Party In The U.S.A."
If you’re preparing for the bar exam, I hope you’re taking some time to spend it with family and friends. Nothing can be worse to celebrate America’s Independence Day than trying to understand shifting executory interests subject to condition precedents.
Rest and recharge, and put on your best red, white, and blue.
Red, white, and blue are more than just flag colors, though. They’re symbolic of the foundations upon which America was founded. Red symbolizing hardiness and valor. White represents purity and innocence. And blue showcases the country’s vigilance, perseverance, and justice.
“Red,” “white,” and “blue” have also appeared in several Multistate Essay Examination questions.
Here’s the relevant call of the question from this Contracts and Sales question:
1. Is Seller’s and Buyer’ oral agreement that Buyer would use Seller’s picture on red wine labels enforceable even though it was not included in the written agreement? Explain. (Do not discuss any potential statute of frauds issues.)
This part of the question tests examinees’ knowledge of the parol evidence rule. When parties memorialize their contract in the form of a writing, they can indicate that the writing is completely integrated. This means that the writing is the complete agreement and no other terms are admissible to change its meaning. Under the parol evidence rule, extrinsic evidence is not admissible in evaluating an integrated agreement when that evidence would contradict the writing or treat a matter that would reasonably be expected to be included in the contract. However, parol evidence will not bar extrinsic evidence for other purposes such as when used to define ambiguities, show the existence of condition precedents, give an indication of subsequent deals, or if the matter is merely collateral.
Here are the relevant calls of the question from this Agency and Partnership question:
3. Does White have a right to inspect partnership books and records and to participate in the management of the partnership? Explain.
4. Can White force a dissolution and winding up of the partnership? Explain.
Part 3 of the question tests your knowledge of a partner’s transferable interest in the partnership. A partner’s interests include the partner’s share of partnership profits and losses, as well as the partner’s right to receive distributions. These transferable interests can be transferred to a third party, and upon transfer of such rights, the transferee is entitled to receive distributions to which the transferring partner would have been entitled. However, a transferring partner cannot transfer interests in management and other rights. The transferee can receive only the financial interests of the partner. Thus, the transferee has no right to inspect partnership books and records and to participate in the management of the partnership.
Part 4 of the question tests your knowledge of whether the transferee of a partner can force winding up of the partnership. A transferee of a partner’s financial interest in a partnership may seek dissolution of the partnership if the partnership is a partnership at will or, if a partnership is for a term or a particular undertaking, the term or the undertaking has been completed.
Here’s the relevant call of the question from this Agency question:
2. Who is liable to the blue-lens manufacturer: the inventor, the woman, or both? Explain.
This part of the question tests examinees’ knowledge of one’s liability on a contract entered by an agent on behalf of an undisclosed principal. An undisclosed principal is one whose existence and identity are unknown to the third party. Both the agent and principal are liable on a contract entered by an authorized agent on behalf of an undisclosed principal. The rationale for the agent’s liability is that the third party has every reason in the case of an undisclosed principal and agency to assume that the person with whom it contracts expects to be liable on the contract.
