KELLY MCKEOWN — BUSINESS ASSOCIATIONS (Attempt 3 of 3 today) Submitted: 2026-05-07 12:19 PM ET | Words: 619 | Band: 2/6 | Score: 28.2% Note: Same question re-uploaded. Essay text is nearly identical to Attempt 2. ================================================================================ COMPONENT SCORES ---------------- Spotting: 27.3% Rule: 24.5% Facts: 21.8% Analysis: 19.1% Conclusion: 24.5% Structural level: Adequate GRADER SUMMARY FEEDBACK ------------------------ This essay has critical problems that would likely result in a failing score. Your performance indicates a significant lack of issue-spotting ability and a failure to apply the necessary legal frameworks to the facts provided. You missed several major legal issues entirely, including promoter liability and corporate adoption, which are essential to a passing response. When you did identify an issue, your analysis was often conclusory and lacked the depth required to demonstrate a professional level of legal reasoning. To improve, you must shift your study approach from merely identifying outcomes to systematically applying legal rules to facts. You need to memorize the specific elements of the relevant legal tests and ensure that every paragraph in your essay explicitly links a fact from the prompt to a specific element of the law. Your current approach of providing simplified, broad statements is insufficient for the bar exam. You must practice outlining your answers to ensure you identify all potential legal issues before you begin writing. ISSUE FINDINGS (4 issues evaluated) ------------------------------------- [1] PROMOTER LIABILITY — ANGIE | Weak | NOT RECOGNIZED ✗ ✗ Spotting — Identifies general partnership liability, not promoter liability ✗ Rule — States general partnership rules, not promoter liability rule ✗ Facts — Applies facts to wrong theory ✗ Analysis — No analysis of promoter liability ✗ Conclusion — Conclusion based on partnership law, not promoter liability [2] PARTNERSHIP FORMATION — BASRA | Strong | Recognized ✓ (score: 100%) ✓ Spotting — Identifies Basra's liability as a partner ✓ Rule — Partners are liable for obligations of the partnership ✓ Facts — Basra was a general partner at time of contract ✓ Analysis — Connects Basra's partner status to liability rule ✓ Conclusion — Clyde can recover from Basra as a partner [3] SHAREHOLDER LIABILITY — BASRA | Weak | NOT RECOGNIZED ✗ ✗ Spotting — Identifies Clyde's (not Basra's) liability as shareholder ✗ Rule — No shareholder liability rule stated ✗ Facts — No facts applied to Basra's liability ✗ Analysis — No analysis ✗ Conclusion — None [4] CORPORATE ADOPTION OF CONTRACT | Weak | NOT RECOGNIZED ✗ ✗ Spotting — Not identified ✗ Rule — Not stated ✗ Facts — Not applied ✗ Analysis — None ✗ Conclusion — None SESSION HISTORY — ALL THREE TODAY ----------------------------------- Attempt 1 | BA | Band 1 (13.5%) | Graded 12:06 PM | 2 issues recognized Attempt 2 | BA | Band 2 (28.2%) | Graded 12:19 PM | 1 issue recognized (strong) Attempt 3 | BA | Band 2 (28.2%) | Graded 12:19 PM | Same result as Attempt 2 Earlier sessions: Real Property | Band 4 | Meets expectations Civil Procedure | Band 6 | Significantly exceeds expectations ================================================================================ KELLY'S ESSAY (exact) ================================================================================ 1.The issue is whether Clyde could recover the unpaid contract price from Angie. A general partnership is formed when two or more persons intend to create a business together and act in a way that demonstrates that intention. It is not necessary for the partnership agreement to be written down, it can be created orally with an express or implied agreement. A general partnership be established by one partner offering up a sum of money to invest and providing the means to further the objective of the business. When a general partnership enters a contract and fails to perform, the party who does not receive performance is entitled to damages from all partners. A contract is formed when two parties express mutual assent (desire to be bound by the promises) and consideration is given. Consideration can be anything of legal value. A contract can be unilateral (promise in exchange or performance or bilateral (promise in exchange for a promise). A unilateral contract is accepted upon part performance and cannot be revoked once performance starts. If a contract is breached, the breaching party must make the other party whole by paying the contract price. In March, Angie and Barsa entered into a general partnership to develop an app. Angie proposed the idea of the business to Barsa and Barsa put up a $5,000 investment in the business. Further, Barsa intended to enter into a partnership with Angie when he procured the means to start the business which was finding a software developer to create the app for Angie's business venture. In April, Angie named her partnership, XYZ and intended to incorporate but did not do so right away. Before Angie incorporated and changed the partnership to a corporation, she entered a contract with Cylde for Clyde to make the app. The contract was a unilateral contract where Angie would pay Clyde for his performance of completing the app with the consideration being $10,000 for Clyde to agree to the contract and $15,000 for Clyde to complete the contract. The contract was accepted once Clyde signed the acceptance agreement and the contract was complete when he delivered the developed app to Angie. Angie breached the contract by not paying $15,000 to Clyde and therefore would be personally liable to Clyde for the amount due on the contract. Angie had not incorporated the business at the time the contract was formed and therefore she was a general partner when the contract was formed and thus personally liable to Clyde. 2 (a). The issue is whether Clyde can recover the unpaid contract from Barsa as a partner of Angie. As described above, Angie and Barsa were in a general partnership at the time Angie entered into the contract with Clyde. Because Angie signed the contract as YXZ (a general partnership at the time), Barsa would be liable for the contract obligations created under the general partnership. Therefore, Clyde can recover the unpaid contract price from Barsa as a partner. 2 (b). The issue is whether Clyde was a shareholder at the time Clyde entered the contract and if so would he be responsible as a shareholder to Clyde. As indicated in 2(a), Barsa was a general partner at the time Clyde entered into the contract and therefore Clyde would not be able to recover the contract price from Barsa as a shareholder. XYZ was still a partnership and not yet a corporation. If the contract was formed after XYZ incorporated, then Barsa would not be liable as a shareholder but this investment of $5,000 could be used to pay for the corporation's contract dispute damages if XYZ was a corporation at the time and Clyde successfully brought suit against the corporation. 3.