The 4 MEE-Only Subjects That Tank Retakers (Agency, Partnership, Corporations, LLCs)

Most bar exam retakers start round two by intensifying what they did the first time. More MBE practice. More flashcards on Evidence and Civil Procedure. Another pass through the Contracts outline.

The problem: if your first failure was a written-portion failure, doubling down on MBE-tested subjects misses the real gap. The four subjects that most often hide retaker weaknesses are the ones the MBE doesn't test at all: Agency, Partnership, Corporations, and LLCs.

This post explains why these four subjects (collectively the "business associations" group) are systematically under-prepared, why they show up on the MEE often enough to matter, and how to study each one efficiently.

The Blind Spot

The MBE tests seven subjects: Civil Procedure, Constitutional Law, Contracts, Criminal Law and Procedure, Evidence, Real Property, and Torts. That's it.

The MEE tests eleven subjects (after the July 2026 changes): the seven MBE subjects plus Agency, Partnership, Corporations, and LLCs.

If you're using MBE-focused study tools (most of the budget tools on the market), you're getting zero coverage of those four extra MEE subjects. They simply aren't in the tool.

Many retakers don't realize this until mid-prep. They've been crushing MBE practice questions, feeling productive, and then they look at an MEE essay list and realize they've never studied Agency formation or Corporate veil piercing.

Why These Show Up on the MEE Often Enough to Matter

A typical MEE administration tests six essays drawn from the eleven currently tested subjects. While Civil Procedure and Evidence appear on nearly every administration, the four business associations subjects rotate through with reasonable regularity.

Across recent administrations, you can expect at least one (and often two) of the four business associations subjects on each MEE. The specific subject changes from administration to administration, so you can't safely predict which will appear. That means you have to be prepared for any of the four.

For more on subject frequency, see Most Frequently Tested MEE Subjects.

Cross-Cutting Essays Make It Worse

Beyond standalone business associations essays, these subjects frequently appear as secondary issues in other essays:

• A Torts essay involving an employee injuring a third party will require Agency analysis (was the employee acting within the scope of employment for vicarious liability purposes?)
• A Contracts essay involving a partner signing a deal will require Partnership analysis (does the partner have actual or apparent authority to bind the partnership?)
• A Real Property essay involving a sale by a corporation will require Corporations analysis (did the officer have authority to convey the property?)

If you skip the business associations subjects entirely, you'll miss not only the standalone essays but also the cross-cutting issues that show up in other subject areas. The hits compound.

Subject 1: Agency

Agency law governs the relationship between principals and agents and the consequences of that relationship for third parties.

Key Doctrines

Formation of Agency. Agency requires manifestation of consent by the principal, agreement by the agent to act on behalf of the principal, and the principal's right to control the agent's conduct.

Authority types:

• Actual express authority. The principal explicitly authorizes the agent to act ("Sell my car for $10,000").
• Actual implied authority. The agent has authority to do what's reasonably necessary to accomplish the express authority ("Sell my car" implies authority to negotiate price within reason).
• Apparent authority. Created by the principal's manifestations to a third party that lead the third party to reasonably believe the agent has authority. Critically, apparent authority depends on what the principal said or did, not what the agent claimed.
• Ratification. A principal can ratify an agent's unauthorized act, making it binding retroactively.

Liability rules:

• A principal is liable for an agent's torts under respondeat superior if the agent was acting within the scope of employment.
• Independent contractors are generally not subject to respondeat superior, with exceptions for inherently dangerous activities and non-delegable duties.
• Agents are liable for their own torts and for unauthorized contracts made on behalf of an undisclosed or partially disclosed principal.

Fiduciary duties. Agents owe duties of loyalty (no self-dealing, no usurpation of opportunities, no competition) and care to the principal.

Common Essay Patterns

• Vicarious liability: an employee causes harm; was it within scope of employment?
• Apparent authority: an agent makes a deal beyond actual authority; is the principal bound?
• Ratification: a principal accepts the benefits of an unauthorized act; have they ratified?
• Termination: an agent acts after the principal-agent relationship ended; what's the third party's recourse?

Quick Study Tips

The high-frequency Agency rules are limited. Memorize the four authority types and their elements. Memorize the respondeat superior framework (scope of employment, frolic vs. detour). Memorize the fiduciary duties. That's most of what you need.

Subject 2: Partnership

Partnership essays test general partnership law, primarily under the Revised Uniform Partnership Act (RUPA).

Key Doctrines

Formation. A partnership is an association of two or more persons to carry on as co-owners a business for profit. No formal agreement is required. Partnership formation can be inferred from conduct, especially profit-sharing.

Partner authority. Each partner is an agent of the partnership for the purpose of its business. A partner's act binds the partnership unless the partner had no authority and the third party knew or should have known.

Liability. General partners are jointly and severally liable for partnership obligations. Incoming partners are not personally liable for pre-admission obligations (their contribution is at risk, but personal assets are not).

Fiduciary duties. Partners owe each other duties of loyalty and care. Loyalty includes accounting for profits, refraining from competition, and avoiding conflicts of interest.

Dissociation and dissolution. A partner can dissociate (leave the partnership) by various means. Some dissociations cause dissolution (winding up); others result in buyout.

Common Essay Patterns

• Inadvertent partnership formation: two friends share profits from a venture; have they formed a partnership?
• Partner authority: a partner takes a loan in the partnership name; is the partnership bound?
• Fiduciary duty breach: a partner takes a business opportunity for personal gain; have they breached the duty of loyalty?
• Dissociation rights: a partner wants out; what are the consequences?

Quick Study Tips

Most jurisdictions follow RUPA. Know the RUPA framework cold: formation, authority, liability, duties, dissociation, dissolution. The trick with Partnership is understanding the agency principles overlaid on the partnership context, since each partner is an agent of the partnership.

Subject 3: Corporations

Corporations law is the densest of the four business associations subjects. There's a lot of doctrine, but the high-frequency areas are limited.

Key Doctrines

Formation and promoter liability. A corporation is formed by filing articles of incorporation. Promoters (people who organize the corporation pre-incorporation) are personally liable on contracts they make on behalf of the not-yet-formed corporation, unless the corporation later adopts the contract and the third party releases the promoter.

Veil piercing. Courts may disregard the corporate form (pierce the veil) and hold shareholders personally liable when:

• The corporation is the alter ego of the shareholders
• There is fraud or injustice
• The corporation is undercapitalized
• Corporate formalities are not observed

Common factors: commingling of personal and corporate funds, lack of separate accounts, failure to hold meetings.

Director and officer duties:

• Duty of care. Directors must act with the care that an ordinarily prudent person would exercise. The Business Judgment Rule (BJR) protects good-faith decisions made on an informed basis.
• Duty of loyalty. Directors must not engage in self-dealing, usurp corporate opportunities, or compete with the corporation. Self-dealing transactions can be cleansed if approved by disinterested directors, disinterested shareholders, or shown to be fair to the corporation.

Derivative suits. Shareholders can sue on behalf of the corporation for harms to the corporation (e.g., breach of fiduciary duty by directors). Procedural requirements include demand on the board (or excusal of demand for futility).

Shareholder rights. Voting, inspection of records, dissenters' (appraisal) rights in certain transactions, preemptive rights if provided.

Common Essay Patterns

• Veil piercing: a creditor can't recover from a shell corporation; can they pierce to reach the shareholder?
• Self-dealing: a director engages in a transaction with the corporation; was the transaction proper?
• Usurpation of corporate opportunity: a director takes a business opportunity that arguably belonged to the corporation; have they breached the duty of loyalty?
• Derivative suits: a shareholder wants to sue directors for breach of duty; can they meet the procedural requirements?
• Promoter liability: a contract was signed pre-incorporation; who is liable?

Quick Study Tips

The Business Judgment Rule is your friend on duty of care issues. Know the BJR framework cold (good faith, informed basis, no self-interest). For duty of loyalty, focus on the three big issues: self-dealing, usurpation, and competition.

Veil piercing is heavily fact-dependent. Memorize the factors but recognize that the analysis is always "weighing the totality of circumstances."

Subject 4: LLCs

LLCs are the newest of the four subjects, and they get tested less often than the others. But "less often" doesn't mean "never." Don't skip them.

Key Doctrines

Formation. LLCs are formed by filing articles of organization. The owners are called "members."

Management. LLCs can be member-managed (members run the business) or manager-managed (members appoint managers, who run the business). The default in most jurisdictions is member-managed.

Authority. In a member-managed LLC, each member is an agent of the LLC for ordinary business purposes. In a manager-managed LLC, only managers have agency authority for ordinary business; members do not.

Liability. The hallmark of the LLC: members are not personally liable for the LLC's obligations. The veil can be pierced under principles similar to Corporations veil piercing.

Fiduciary duties. Members in member-managed LLCs (and managers in manager-managed LLCs) owe duties of loyalty and care to the LLC and to other members. Some jurisdictions allow operating agreements to modify or eliminate certain duties (within limits).

Dissociation and dissolution. Like partnerships, members can dissociate. Dissolution events vary by jurisdiction and by what the operating agreement specifies.

Common Essay Patterns

• Authority: a member or manager makes a deal; does it bind the LLC?
• Veil piercing: similar to Corporations veil piercing, but with LLC-specific factors
• Fiduciary duties: a member engages in self-dealing or competition; have they breached?
• Dissolution: an LLC member wants out; what are the rights and obligations?

Quick Study Tips

LLCs combine elements of corporations (limited liability, possible centralized management) and partnerships (flexible governance, fiduciary duties). When you see an LLC essay, think: "What aspect of corporate law applies here, and what aspect of partnership law applies?"

Pay attention to whether the LLC is member-managed or manager-managed. The authority analysis depends on it.

How to Study These Efficiently

You don't need months on these four subjects. A focused two-week sprint covering all four can take you from no preparation to passable. Here's how to allocate:

Week 1: Substantive Review

• Day 1-2: Agency (formation, authority, liability, duties)
• Day 3-4: Partnership (formation, authority, duties, dissociation/dissolution)
• Day 5-6: Corporations (formation, duties, veil piercing, derivative suits)
• Day 7: LLCs (management, authority, liability, duties)

Use a focused outline or video series. Don't rabbit-hole. The goal is functional understanding of the high-frequency rules.

Week 2: Practice Essays

• 2-3 Agency essays (timed)
• 2-3 Partnership essays (timed)
• 2-3 Corporations essays (timed)
• 1-2 LLCs essays (timed)

Self-grade each one against a model answer using the method in How to Grade Your Own Bar Exam Essays.

By the end of two weeks, you'll have done roughly 8 to 11 timed essays across these four subjects. That's enough to recognize the patterns and apply the rules under pressure.

Why Retakers Especially Need This

If your first attempt failed and your written score was below passing, your study materials may have been the problem. MBE-focused tools don't cover any of these four subjects. If you used a tool like AdaptiBar, UWorld, or any MBE-only subscription as your primary prep, your only exposure to these subjects came from whatever your full bar prep course (Themis, Barbri, Kaplan) included, which is often a single lecture and a couple of practice problems per subject.

That's not enough preparation for an MEE essay where you're asked to analyze a complex Corporations veil piercing scenario or a multi-step Agency authority problem.

For round two, allocate at least 15-20% of your essay practice volume to these four subjects. If you have time for 30 timed essays during your prep, that's 5-6 essays on the business associations group.

Key Takeaways

• The MBE doesn't test Agency, Partnership, Corporations, or LLCs
• The MEE tests at least one of these on most administrations, sometimes two
• Cross-cutting essays in Torts, Contracts, and Real Property frequently require business associations analysis
• Most budget MBE prep tools provide zero coverage of these four subjects
• A focused two-week sprint can take you from unprepared to passable
• Retakers are especially vulnerable here; allocate dedicated prep time

These four subjects are the most efficient targets for retaker score improvement on the MEE. If you've never studied them seriously, even moderate preparation can move your written score significantly.

BarReps covers all four business associations subjects with practice essays, flashcards, and outlines. The platform's MEE-style essay bank includes Agency, Partnership, Corporations, and LLCs essays with self-grading rubrics. $69.99 per month with a 7-day free trial.