Personal jurisdiction versus subject-matter jurisdiction
Personal jurisdiction concerns the court's power over the defendant and turns on contacts with the forum, consent, presence or domicile, and due process. It can be waived. Subject-matter jurisdiction concerns whether the court may hear the type of case, and it cannot be waived. Federal courts have limited subject-matter jurisdiction, mainly federal question and diversity. A defendant who fails to object to personal jurisdiction in the first response waives it, but a party can raise lack of subject-matter jurisdiction at any time.
Diversity jurisdiction
Diversity requires complete diversity between plaintiffs and defendants and an amount in controversy above $75,000. A corporation is a citizen of its state of incorporation and its principal place of business. An individual is a citizen of the state of domicile. Aggregate a single plaintiff's claims against a single defendant, and check supplemental jurisdiction for related claims.
Claim preclusion versus issue preclusion
Claim preclusion bars a second suit by the same parties, or those in privity, on the same claim after a valid final judgment on the merits, including claims that could have been brought. Issue preclusion bars relitigation of an issue actually litigated and necessarily decided in a prior case, and can apply to a different claim. The key difference is scope: claim preclusion covers the whole transaction, issue preclusion covers a specific issue decided.
The Erie analysis
In a federal diversity case, first ask if a federal rule or statute directly covers the point. If yes and it is valid, it governs. If there is no direct collision, ask whether the matter is substantive or procedural using the twin aims of Erie: avoiding forum shopping and inequitable administration of the laws. Then apply state law to substantive questions, including the state's choice-of-law rules.
Assignment versus delegation
An assignment transfers rights, and a delegation transfers duties. Delegating a duty does not release the delegating party, who remains liable unless there is a novation. Most rights and duties can be transferred, with exceptions where performance is personal or the transfer materially changes the other party's risk. The words used are often loose, so read what is actually transferred.
Conditions versus promises
A promise creates a duty, and breach gives damages. A condition is an event that must occur before a duty arises, and failure of the condition excuses performance without breach. Express conditions must be strictly complied with, subject to excuse, while constructive conditions are judged by substantial performance. Ask whether a fact is a duty or a trigger for a duty.
Common law versus UCC
A contract for the sale of goods is governed by UCC Article 2, and other contracts by common law. The UCC relaxes rules on definiteness, allows modification without new consideration if in good faith, treats the battle of the forms differently, and gives the buyer a perfect tender right. For a mixed contract, use the predominant purpose test.
Expectation versus reliance damages
Expectation damages put the plaintiff in the position they would have been in had the contract been performed. Reliance damages reimburse costs incurred in reliance on the contract and put the plaintiff back in the pre-contract position. Reliance is often used when expectation is too speculative to prove, or under promissory estoppel.
2 original practice questions
Answer each question, then check it. Your result is saved on this device and counts toward your study dashboard.
Question 1
A citizen of Ohio sues a citizen of Texas in federal court for $60,000 on a state law contract claim. The defendant does not respond on jurisdiction for six months, then moves to dismiss. Should the court grant the motion?
Question 2
A seller contracts to deliver 500 units of a product to a buyer for $10,000. The buyer sends a purchase order and the seller replies with an acknowledgment that adds a term the buyer did not request. Which body of law governs whether a contract was formed?
Common questions
Can a party waive subject-matter jurisdiction?+
No. A party cannot consent to subject-matter jurisdiction, and a court can dismiss for lack of it at any stage, unlike personal jurisdiction, which can be waived by failing to object in the first response.
What is the difference between assignment and delegation?+
Assignment transfers rights under a contract and delegation transfers duties. The delegating party stays liable unless the other side agrees to a novation.
How do I know whether the UCC or common law applies?+
If the main purpose of the contract is the sale of goods, Article 2 governs. If it is mainly services or real estate, common law applies, and mixed contracts use the predominant-purpose test.
What to do next
- 1
Write the two-column comparison for each pair.
- 2
Do a timed mixed set of civil procedure and contracts questions.
- 3
Check every contract question for goods versus services first.