July '25 Bar Exam Results

Bar Exam results from this past July will begin to roll in at the end of this month or very early next month. Almost all states release some data as to how the candidates in their state performed and I'll organize all that data below as it comes in.

Once scores are released, I'll post here in this post the pass percentages for each state. Listed, for comparison, will be the percentages for both July 2025 and July 2024. Also listed when available will be the number of examinees in each state who took the most recent exam. 

Green = a beat in 2025 compared to 2024

Red = a beat in 2024 compared to 2025

Preemptive Rights

Sometimes a company might issue additional shares of stock, and a shareholder might reasonably be concerned that with this new issuance, the shareholder's percentage of ownership will decrease. That would, of course, be true if the shareholder retained the same number of shares in a corporation that now had a greater number of shares issued. 

A preemptive right is the right of an existing shareholder of common stock to maintain his/her percentage of ownership in a company by buying stock whenever there is a new issuance of stock for money. 

An example:

Assume a shareholder has 10 shares in a company with 50 shares outstanding. The shareholder, thus, owns 10 of the 50 outstanding shares, or 20% of the company's shares. Company plans to issue an additional 450 shares. With a preemptive right, the shareholder will have the right to purchase a number of shares that will allow the shareholder to retain that 20% ownership. 

The company, once those additional 450 shares are issued, will have 500 outstanding shares. To retain the 20% ownership, shareholder will need to own 100 of those 500 shares. Because the shareholder already owns 10 shares, a preemptive right will give the shareholder the option of purchasing 90 of the 450 additional shares. 

Importantly, preemptive rights are not the default rule. Shareholders do not have preemptive rights to purchase newly issues shares unless the articles of incorporation provide that right. And even if the articles of incorporation do provide for that right, shareholders generally will not have a preemptive right in shares that are issued for consideration other than money or for shares issued within 6 months of the corporation incorporating.

Post-Exam Studying

A common question I get:

“Should I start studying for the next bar exam before I’ve received my scores? I don’t think I passed!"  Not among the easier questions I receive. There’s a rather simple formula dealing with time. If you’ll be working while studying, you’ll have less time to study per day and will therefore need a longer time span of studying if you plan to study the same number of hours you would have studied had you not been working. Nothing complicated about that. And so that might lend itself to the claim that, yes, you should start studying before results if (1): you’ll be working; and (2): you’re in a state that releases scores later than most or even some other states. But there’s one catch: psychology. This test demands so much from its victims that any thought that you might have passed will be percolating in the back of your mind, rendering any priority outside of studying superior. If you can overcome that human nature, and if you’re quite certain you’ll be taking the test again, starting before results makes sense.

Satisfying Conditions (LSAT)

Assume that x happening is necessary. You can never conclude anything simply by knowing that x happened. However, you can draw a valid conclusion if you know that x did not happen.

Now assume that x happening is sufficient. You can never conclude anything simply by knowing that x did not happen. However you can draw a valid conclusion if you know that x did happen.

Example 1: To reduce blood pressure, Pam will need to moderate her salt intake. (necessary condition)

If we know that Pam moderated her salt intake, we know nothing about whether Pam reduced her blood pressure. Because it's possible that there are conditions necessary beyond that one necessary condition.

But if we know that Pam did not moderate her salt intake, it's time for us to conclude that Pam did not reduce her blood pressure. The necessary condition has not been satisfied.

Example 2: If Pam moderates her salt intake, then Pam will reduce her blood pressure. (sufficient condition)

If we know that Pam did not moderate her salt intake, we know nothing about whether Pam has reduced her blood pressure. Because it's possible that Pam can reduce her blood pressure without moderating her salt intake.

But if we know that Pam moderated her salt intake, then that's all we need to know. Pam reduced her blood pressure since the sufficient condition has been satisfied.

Good Luck!

All best to those who will be taking the bar exam in a few days! Posting to resume soon along with pass percentages from the July '25 exam as they start to come in in late August. 

Strategy

Those who have throughout their schooling aimed for “A’s” on exams (if not every law student ever than close to every law student ever), can have a tough time internalizing that the bar exam is the first test they’ve taken when an “A” means nothing.

Which, at first blush, might not seem so bad. Aim for the moon and maybe you’ll hit a star, or whatever that expression is. But strategy on this test dictates keeping that in mind. If aiming for an “A,” you’d have fewer “lifelines” on questions. On this test, if you see a question you don’t like, you can choose your favorite letter and come back to it if time permits. Rather than dwell on it as if the question will determine whether you get into Yale Law School or are forced to go to Harvard Law School. (Yes, that was sarcastic.) The key is to see every question, not to let the test makers determine for you which questions you see. The MBE is a game, of sorts. And games should be played strategically, determined by the nature of any individual game. Use lifelines in this game to improve your chances of success.

Compensatory Damages

Damages in Contract Law can be confusing. It's worth memorizing the following:

The goal of compensatory damages is to put the non-breaching party into the position that party would have been in had the contract not been breached. By memorizing that line, it's just some simple math that'll guide you to the correct answer. X contracted to do some work for y and the contract called for x to be paid $1,000. Y breached and x found similar work for z at a price of $700. X now has $700 from z. If x were to collect $1,000 from y, x would have $1,700. That would put x in a better position than x would have been in if the contract hadn't been breached. Too much for x, so you don't want to choose that answer. If x collects $300 from y, x will have $700 from z, and 300 y. X will have $1,000, the exact amount x would have had had there been no breach. The math checks out and you're done at least for compensatory damages.

A Quick Distinction

~Not Hearsay: the statement is not offered for the truth of the matter asserted. It falls outside the rule against hearsay, and it’s admissible.

~Non Hearsay: the statement is offered for the truth of the matter asserted, but is excluded or exempted from the rule against hearsay, and is admissible. ~Hearsay But An Exception: the statement is offered for the truth of the matter asserted. It’s not excluded or exempted from the rule against hearsay, but is admissible even though it’s hearsay.

Default (Article 9: UCC)

Towards the end of the life cycle of a secured transaction comes default. Default provides the right of a secured party to proceed against collateral. On the bar exam, it's almost always the case that this right is triggered by the debtor's failure to pay a debt. 

One avenue for the secured party after default is to use self help and take possession of the collateral. This can only be done, however, if there will not be a breach of the peace. If the secured party breaches the peace, the secured party loses the authorization to re-possess and may actually be sued for conversion if the collateral is re-possessed. Other intentional torts like battery, assault, etc., are also on the table. 

What does it mean to breach the peace? Any conduct by the secured party that has the potential to lead to violence is a breach of the peace. The standard isn't very high: if the debtor physically occupies the space where the secured party intends to acquire the collateral, that may be sufficient to prevent the secured party from using self help to acquire the collateral. If the debtor verbally objects, it almost certainly is. Merely breaking and entering onto property to acquire the collateral, however, isn't necessarily a breach of the peace if the debtor is not present on the property at the time of the breaking and entering. 

Because of this limit involving breach of the peace, self help is not always available. Another avenue is to use judicial process. Replevin is a common judicial process used to acquire collateral after the debtor has defaulted. Another option is for the secured party to make equipment unusable and then to dispose of it on the debtor's property (provided doing so does not breach the peace). If the collateral is accounts, the secured party might provide notice to the account debtor to pay the secured party rather than the party that defaulted. 

Once the secured party possesses the collateral, the secured party might choose to retain the collateral in full or in part. Or, the secured party might choose to sell, lease, license, or otherwise dispose of the collateral in a public or private sale. To sell the collateral, reasonable written notice of intent to sell must be given to the debtor and to any sureties on the debt as well as to any other secured parties. There are a few exceptions here: for example, notice need not be given if the collateral is consumer goods or if the collateral is perishable or its value threatens to decline rapidly. The notice must be sent within a reasonable time before sale.

The notice must adequately describe the parties and the collateral and every aspect of the sale must be commercially reasonable. That's to say, the secured party must show that it made an effort to obtain the best price for the collateral. 

Even after default, the game is not entirely over for the debtor. Any time before the secured party has resold the collateral, retained the collateral through possession, or has entered into a contract for disposition of the collateral, the debtor may redeem the collateral by fulfilling all obligations secured by the collateral including paying for any reasonable expenses. Typically, to redeem will require paying off the entire debt, not least of which is because there's generally an acceleration clause in the agreement between the secured party and the debtor that requires full payment upon default. 

MBE Tip

There's a saying: "if you wish to upset the law that all crows are black, it is enough to prove one single crow to be white."

On the MBE, imagine a Torts question asking if a battery has occurred. An answer choice says something like "yes, because there was a harmful contact." That's the equivalent of a black crow. It provides very little relevant information to answer the question because it doesn't tell you whether any of the elements are not satisfied.

An answer choice that says "No, because there was no contact" is the equivalent of a white crow. There's nothing else to be said if there was no contact. No contact, no battery. This isn't a Torts tip; it's a tip you can apply throughout the entire test. Any answer choice that eliminates a required element should be given plenty of consideration. An answer choice that merely tells you that one of many elements have been satisfied should be looked upon with lots of skepticism.

Buyers (Article 9 UCC)

The advice I give to students is that if strapped for time, there are three concepts to know well for Secured Transactions on the bar exam: attachment, perfection, and priorities as they relate to creditors. But if less strapped, I'd take some time to understand how buyers might work their way into the mix.

The relevant question here is whether a buyer might have better rights to the collateral than a creditor who has perfected a security interest in that collateral even if perfected before the buyer purchased the collateral. The key distinction here is between buyers in the ordinary course and buyers not in the ordinary course. A buyer in the ordinary course is one who buys goods in good faith, without knowledge that the sale violates the rights of another person. Further, the buyer must buy the goods in the ordinary course of business from a seller in the business of selling goods of the kind purchased. 

The significance of satisfying that definition for buyer in the ordinary course is that such a buyer takes free of any non-possessory security interests in the goods created by the buyer's seller. Importantly, this is true even if that security interest has been perfected and even if the buyer knows of the security interest (as opposed to knowing that the sale violates a security agreement). 

Things go a bit differently if the buyer is not in the ordinary course. A buyer not in the ordinary course (a buyer who does not satisfy the definition as stated above) take subject to perfected security interests. In contrast, such buyers take free of unperfected security interests unless they know of the security interest when they give value or take delivery of the collateral. 

There's an important exception for buyers not in the ordinary course that has appeared on the exam from time to time. Consumer goods are goods used or bought primarily for personal, family, or household purposes. In the case of consumer goods, a buyer (even if not in the ordinary course) takes free of a perfected security interest if the buyer without knowledge of the security interest buys for value consumer goods before a financing statement covering the consumer goods has been filed. This is called a consumer-to-consumer sale because for this rule to apply, the goods must be consumer goods in the hands of both the buyer and the seller. 

An interesting point to note here is that another rule states that a PMSI in consumer goods is perfected as soon as it attaches. This rule here regarding consumer-to-consumer sales incentivizes creditors to file a financing statement even though there may be automatic perfection. By filing the statement, there's less risk that a buyer not in the ordinary course will have priority over the creditor.

Fault (Torts)

You're working on a Torts question for the MBE. You see a young child get hit by a car, and you're ready to pick the answer claiming liability for the driver.

Was the driver at fault?

The child is now suffering from serious injuries and will suffer from those injuries for the remainder of his life.

Was the driver at fault.

The child's grandmother watched the child get hit by the car and now is suffering from severe and extreme emotional distress.

Was the driver at fault?

My point: The MBE writers will throw at you all the harm. But liability here doesn't result from harm; it results from fault. There are, of course, instances in which no fault is required for liability (see, for example, a person who owns a pet 🐅 ), but it would be fair to think of that as the exception to the rule, since there aren't all that many instances of strict liability. Animals, abnormally dangerous activities, and products.

In every Torts question, look for the fault.

Perfection (Article 9 UCC)

Next up in the lifeline of a secured transaction is perfection. Attachment gives the secured party rights against the debtor. Perfection will give a creditor rights superior to other creditors (as well as rights superior to other third parties other than creditors).

There are five ways to perfect a security interest: filing a financing statement; taking possession of the collateral; taking control of the collateral; automatic perfection; and temporary perfection.

A few of those ways should look familiar: taking possession of the collateral or taking control of the collateral was an element of attachment for some creditors. That means that if the other elements of attachment are satisfied, it may well be true that taking possession or control of the collateral will both attach a security interest, and perfect a security interest, all at the same time.

There’s actually quite a lot of nuance that goes into each of those ways to perfect a security interest. Will get into that in later posts. But the easiest one is automatic perfection. For purposes of the bar exam it would be enough to remember that perfection is automatic for a PMSI in consumer goods. A PMSI in consumer goods is perfected the moment it attaches.

Attachment (Article 9 UCC)

A few things about the subject of Secured Transactions on the bar exam: it's a subject that many students find challenging, and it's a subject that's tested with a high frequency. Not the greatest combination for those preparing for the exam.

I have a memory from a number of years ago when a student (I still think it was a clever joke, but I didn't want to ask in case he was serious) said to me "I have just one question to ask about Secured Transactions. What's a secured transaction?"

I'm writing up a resource to assist students with the subject but highly doubtful it'll be offered by July. So instead, I'll post occasionally on here leading up to July on this subject.

Best place to begin is with attachment, since that's sort of the starting line in a Secured Transactions essay. Attachment gives the creditor rights against the debtor.

It's all about the elements, and there are three elements to attachment: (1): the parties must agree to create a security interest; (2): value must be given to the debtor by the secured party; and (3): the debtor must have rights in the collateral (for example, ownership rights, or even just possessory rights).

Numbers 2 and 3 are straight forward: they are what they say. As for the first element, there are three ways to evidence that such an agreement has taken place: (1) the creditor takes possession of the collateral; (2) an authenticated security agreement is signed by the debtor; or (3): the creditor takes control of the collateral.

That third element might seem a bit suspect. Why control if you can take possession? But control is available when possession is not possible. For example, you can't possess electronic chattel paper (a type of collateral) so the option is available to instead take control of it.

There are nuances to some of the stuff above, but that's very much the framework for attaching a security interest. The next step from there would be to get some rights against creditors who might claim priority (rather than just the debtor): that's where perfection comes in.

Larceny

Someone walks into a store and decides to steal a coat. The person picks the coat up off the rack and realizes it's not a coat worth stealing. Returns it to the rack and leaves the store without the coat.

Larceny?

In life, nobody is getting charged with a crime for thinking about stealing a coat. On the MBE, yes, pick the answer that says it's larceny.

You're tested on theory, not reality. And, in theory, the elements of larceny have been ticked off. The intent to take and permanently deprive another of the other's property is satisfied. And, as for the taking and carrying away element, do enough of these questions and you'll realize that it doesn't require much. Merely picking the coat up off the rack will suffice.

Sometimes reality needs to be set aside to score points on the MBE. Don't pick the trap(!) answer: attempted larceny.

An Approach to Analyzing Hearsay

An approach you can apply to every hearsay question on the MBE:

1: Is the witness testifying to a statement that was made out of court.

No? Then it's not hearsay.

Yes? Then move on to the next step.

2: Is the out of court statement being offered for the truth of the matter asserted?

No? Then it's not hearsay.

Yes? Then move on to the next step.

3: Is the statement exempted from the rule against hearsay?

Yes? Then it's an admissible non-hearsay exemption.

No? Then move on to the next step.

4: Do any of the hearsay exceptions apply to the statement?

No? Then it's inadmissible hearsay.

Yes? Then it's hearsay, but it's admissible.

*That final point is worth reiterating. When you have an exception to the hearsay rule, that doesn't make the statement not hearsay or non hearsay. Rather, it's more accurate to say that some hearsay is admissible.