KELLY MCKEOWN — BUSINESS ASSOCIATIONS Submitted: 2026-05-07 12:06 PM ET | Words: 619 | Band: 1 | Score: 13.5% ================================================================================ COMPONENT SCORES ---------------- Spotting: 27.5% Conclusion: 21.4% Facts: 14.1% Rule: 12.0% Analysis: 0.0% ← critical gap GRADER SUMMARY FEEDBACK ------------------------ This essay has critical problems that would likely result in a failing score. Your performance is characterized by a fundamental inability to connect legal rules to the facts provided. You consistently state a rule and then jump immediately to a conclusion, which is not legal analysis. A bar grader is looking for an "analytical bridge"—a step-by-step explanation of how the facts satisfy each element of the rule. For example, when you wrote, "Angie had not incorporated the business at the time the contract was formed and therefore she was a general partner," you skipped the entire analytical process. A stronger version would look like this: "Under the law of promoter liability, a promoter is personally liable on a contract entered into before incorporation. Here, the facts state that Angie signed the contract on [Date] but did not file articles of incorporation until [Date]. Because the contract was executed prior to the existence of the corporate entity, Angie is personally liable as a promoter, regardless of her intent to incorporate later." To pass, you must stop treating the facts as mere background information and start using them as the building blocks for your legal arguments. You must identify the correct legal theory, state the specific elements of that theory, and then explicitly link each element to a specific fact from the prompt. Your current approach of stating conclusions without analysis will not earn points on the bar exam. ISSUE FINDINGS (6 issues) -------------------------- [1] PROMOTER LIABILITY — ANGIE | Satisfactory | Recognized ✓ ✓ Spotting — Identifies Angie's personal liability for pre-incorporation contract ✗ Rule — States wrong theory (general partnership) instead of promoter liability ✓ Facts — Identifies that Angie hadn't incorporated when contract was formed ✗ Analysis — Conclusory; relies on wrong legal theory; no analytical bridge ✓ Conclusion — Concludes Angie is personally liable [2] PARTNERSHIP FORMATION — BASRA | Satisfactory | Recognized ✓ ✓ Spotting — Identifies whether Barsa was a general partner at time of contract ✓ Rule — Provides definition of general partnership (intent + capital/means) ✗ Facts — No specific facts cited re: partnership formation between Angie & Barsa ✗ Analysis — Asserts partnership existed but doesn't connect facts to rule elements ✓ Conclusion — Concludes Barsa was a general partner [3] PARTNERSHIP BY ESTOPPEL — BASRA | Weak | NOT RECOGNIZED ✗ ✗ Spotting — Does not identify partnership by estoppel theory ✗ Rule — Does not state the rule (representation of partnership + reasonable reliance) ✗ Facts — No facts re: holding out or reliance ✗ Analysis — No analysis ✗ Conclusion — None [4] SHAREHOLDER LIABILITY — BASRA | Weak | NOT RECOGNIZED ✗ ✗ Spotting — Mentions shareholder liability generally but not specific Basra framework ✗ Rule — No rule stated ✗ Facts — No relevant facts applied ✗ Analysis — No analysis ✗ Conclusion — None [5] PIERCING THE CORPORATE VEIL — BASRA | Weak | NOT RECOGNIZED ✗ ✗ Spotting — Not identified ✗ Rule — Not stated ✗ Facts — Not applied ✗ Analysis — None ✗ Conclusion — None [6] CORPORATE ADOPTION OF PRE-INCORPORATION CONTRACT | Weak | NOT RECOGNIZED ✗ ✗ Spotting — Not identified ✗ Rule — Not stated ✗ Facts — Not applied ✗ Analysis — None ✗ Conclusion — None ================================================================================ 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, the 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.