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Business Law
Exam 2
84
Business
Undergraduate 1
10/27/2010

Additional Business Flashcards

 


 

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Term
Condition
Definition
Specifically stated in a contract
Term
condition precedent
Definition
something has to happen for the contract
Term
A buyer buying a home and the buyer is required to get financing
Definition
an example of condition precedent
Term
substantial performance doctrine
Definition
i.e. construction contract- builder gets some money for the substantial performance.
1) reasonable close
2) good faith
Term
satisfaction doctrine
Definition
if the buyer is not satisfied they can receive return based on qualification as subject or objective
Term
objective test
Definition
give a reason for return
Term
subjective test
Definition
taste or fancy (artwork or food)
They do not have to pay if not personally satisfied
Term
Time for Performance
Definition
particular date- important? (be done by this date)
might be time of the essence
Term
2 ways agreement can be discharged
Definition
1) agreement of both parties
2)operation of law
A) statute of limitation
B) Bankruptcy
C) impossibility
Term
Compensatory Damages
Definition
They want money amount that will make the victim whole
Term
consequential damages
Definition
damages due to breaking of contract that are not directly towards contract
Hadley vs. Baxendale
Hadley v. Baxeridale
Term
Hadley vs. Baxendale
Definition
Consequential damages
In favor of Baxendale (profit loss was not foreseeable)
Term
Smith vs. Russ
Definition
awarded consequential damages
for tips and lost wages (pizza delivery car was a stolen car)
Term
The Mitigation doctrine
Definition
can not collect damages if plaintiff could not mitigate it . Mitigate- reasonable effort to make loses as small as possible
Term
Non-Pecuniary
Definition
not associated with an economic loss (not collectable)
Term
Punitive damages
Definition
not recoverable in contract case (only court)
Term
liquidated damages
Definition
agree to in advance of breeching a contract
*amount must be reasonable
ex. prenuptial agreement
Term
Equitable remedies
Definition
(other than money)
Specific Performance- complete task
Injunction- order not to do something
Term
Sole proprietorship
Definition
1 owner
separate "accounting" entity
income on personal tax forms
total liability for debt
Term
Partnership
Definition
Uniform Partnership Act
Contracts agreed to by parties supersede UPA
easy in and easy out
Little government interference
Partner can be held for partnership debts
Profits/losses divided evenly
contracts can be made by any partner
Partnership rights are not inheritable
Term
limited partnership
Definition
at least one person is the general partner (responsible for all unpaid debts)
Other partner is liable for only there investments
Term
Limited Liability Partnership
LLP
Definition
regular general partnership which has filed with the state office & individual partners can not be held responsible for unpaid tort debts
still liable for contract debts
Term
____% Businesses are corporations
_____% gross product
Definition
10% of businesses are _______ and have
90% _____ ________
Term
Delaware has most
Definition
large corporations
Term
Uniform Business corporation code
Definition
Based on Delaware's laws regarding Corporations
Term
Shareholder
Definition
base of pyramid
Term
Directors
Definition
"interna and external" directors
vote on decisions for company and write bylaws
Term
Directors
Definition
"interna and external" directors
vote on decisions for company and write bylaws
Term
Officers
Definition
(top) are actual employees (paid constantly) can be a shareholder and director
Term
Creation of Corporation
Definition
Articles of Incorporation
basics
1) name of corporation
2)nome of incorporators
Term
Bond
Definition
Debt instrument (company is borrowing money)
Term
Stock
Definition
equity instruments, ownership, companies don't have to pay it back
Term
common shares of stock and preferred shares
Definition
No guarantee, but preferred shares have priority (dividend amount stated)
Term
dividend
Definition
pay out determined by directors (no guarantee, but predictable)
Term
dividend
Definition
pay out determined by directors (no guarantee, but predictable)
Term
dividend
Definition
pay out determined by directors (no guarantee, but predictable)
Term
stock splits
Definition
does not increase shareholder wealth
2-1 stock dividend on steriods
Term
stock dividend
Definition
given more stock
does not effect shareholder wealth
Term
cash dividend
Definition
pay out determined by owners (money)
Term
business judgement rule
Definition
liability for failure to act in a reasonable fashion. No liability for simple errors in "business judgement"
Term
duties of directors and officers
Definition
fiduciary: exercise reasonable care
Term
what type of lawsuit do shareholders have
Definition
derivative action suit the _____ are the plaintiffs
Term
sub chapter s corporation
Definition
no corporate income tax
Term
Limited Liability Company (LLC)
Definition
No limit # of members
member interest transferable
can have management duties
No corporate income tax
Term
Agent
Definition
person who represents another entity
Term
Two Categories of Agents
Definition
1) Servant (employer and employee) master-servant
2) indépendant contracter
-not subject to immediate control (ex. real estate agents)
Term
Power of Authority
Definition
writing express authority
Term
implied authority
Definition
ex. managers have this
Term
secret limitation
Definition
not binding to a 3rd person
Term
apparent authority
Definition
illusion of authority that the principal did (or did not) give
Term
ratification
Definition
the retroactive approval of an unauthorized transaction
principal says the agent can go ahead and continue to do what they were doing
Term
Tort Liability of the principal for acts of the agent
Definition
responde at superior
Superior has to respond to a tort committed by agent
Term
course & scope of employment
Definition
Happens on job
Not liable
Term
intentional torts
Definition
job related, or negligent hiring, or negligent supervision (usually not regarded in course & scope)
Term
termination types
Definition
at will- any time
term- can be terminated, but must compensate
Term
real property
Definition
1)land, building, plants, mineral rights, air rights
2) fixtures- was personal property, but has been attached to real property
Term
fee simple absolute
Definition
normal type of ownership people have
Term
Life Estate
Definition
owner- meg (life)-remainder person
Term
common ownership
Definition
most common
All owners- don't have to be related
don't have to have equal proportions
rights are inheritable
Term
joint ownership
Definition
dont have to be related
equal proportions
not inheritable
acquire it at the same time
Term
entirety ownership
Definition
married
equal
can not sell their 50% interest
Term
warranty deed
Definition
guarantee you good title (if not, get payed for damages)
Term
quick claim deed
Definition
no warrenty
Term
Race Notice System
Definition
mortgages & conveyances- filed in court house
A sells B, B doesn't file, A sells to C, and C files first and in good faith, C gets property
Term
Adverse Possession
Definition
Results from possession (have it long enough, it's yours)
Term
easement
Definition
make use of another's property
Term
restrictive covenants
Definition
neighbor covenant
includes in deed for subdivision
Term
Eminent Domain
Definition
taking by gov't
Term
What are Trademarks
Definition
a word or design used by a merchant to identify its goods and distinguish them from others
Term
How to get a trademark
Definition
1) state registration
2)common law (recognizes them for free)
3)federal registration
Term
Durations of Trademark
Definition
Indefinite
Term
The Lanham Act
Definition
1) infringement- the likelihood of confusion
2) dilution- lessoning the capacity of a "famous" mark to identify and distinguish goods or services
Term
The "grandfather" policy
Definition
if some used name prior to becoming a trademark,
they can keep it within their market
Term
cybersquatting law
Definition
misappropriate name without their consent to have commercial gain
ex. sell to trademark owner
Term
ICAAN
Wipo
Definition
no money damages, just the site
Term
what is copyright
Definition
the protection for a limited a limited time of what the constitution describes as "writings of authors"
an original work in a tangible medium
Term
time of copyright
Definition
life + 70 years (corp. 95)
Term
how to get copyright
Definition
1) registration with copyright office
2) no registration under common law
Term
Fair Use Doctrine
Definition
1) purpose
2)Nature
3) Amount
4) effect on market
Term
Encrypted Material
Definition
No limit to time rule ends
Term
what is patent
Definition
promoting progress of science
Term
how to get patent
Definition
registrar with u.s. patent office
Term
how long does a patent last
Definition
it last 20 years
Term
A patent must be
Definition
must be
1) Novel (wow)
2) useful
3) non-obvious and new
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