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Specifically stated in a contract |
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something has to happen for the contract |
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A buyer buying a home and the buyer is required to get financing |
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an example of condition precedent |
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substantial performance doctrine |
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i.e. construction contract- builder gets some money for the substantial performance. 1) reasonable close 2) good faith |
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if the buyer is not satisfied they can receive return based on qualification as subject or objective |
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taste or fancy (artwork or food) They do not have to pay if not personally satisfied |
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particular date- important? (be done by this date) might be time of the essence |
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2 ways agreement can be discharged |
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1) agreement of both parties 2)operation of law A) statute of limitation B) Bankruptcy C) impossibility |
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They want money amount that will make the victim whole |
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damages due to breaking of contract that are not directly towards contract Hadley vs. Baxendale Hadley v. Baxeridale |
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Consequential damages In favor of Baxendale (profit loss was not foreseeable) |
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awarded consequential damages for tips and lost wages (pizza delivery car was a stolen car) |
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can not collect damages if plaintiff could not mitigate it . Mitigate- reasonable effort to make loses as small as possible |
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not associated with an economic loss (not collectable) |
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not recoverable in contract case (only court) |
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agree to in advance of breeching a contract *amount must be reasonable ex. prenuptial agreement |
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(other than money) Specific Performance- complete task Injunction- order not to do something |
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1 owner separate "accounting" entity income on personal tax forms total liability for debt |
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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 |
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at least one person is the general partner (responsible for all unpaid debts) Other partner is liable for only there investments |
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Limited Liability Partnership LLP |
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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 |
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____% Businesses are corporations _____% gross product |
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10% of businesses are _______ and have 90% _____ ________ |
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Uniform Business corporation code |
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Based on Delaware's laws regarding Corporations |
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"interna and external" directors vote on decisions for company and write bylaws |
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"interna and external" directors vote on decisions for company and write bylaws |
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(top) are actual employees (paid constantly) can be a shareholder and director |
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Articles of Incorporation basics 1) name of corporation 2)nome of incorporators |
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Debt instrument (company is borrowing money) |
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equity instruments, ownership, companies don't have to pay it back |
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common shares of stock and preferred shares |
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No guarantee, but preferred shares have priority (dividend amount stated) |
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pay out determined by directors (no guarantee, but predictable) |
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pay out determined by directors (no guarantee, but predictable) |
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pay out determined by directors (no guarantee, but predictable) |
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does not increase shareholder wealth 2-1 stock dividend on steriods |
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given more stock does not effect shareholder wealth |
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pay out determined by owners (money) |
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liability for failure to act in a reasonable fashion. No liability for simple errors in "business judgement" |
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duties of directors and officers |
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fiduciary: exercise reasonable care |
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what type of lawsuit do shareholders have |
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derivative action suit the _____ are the plaintiffs |
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sub chapter s corporation |
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Limited Liability Company (LLC) |
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No limit # of members member interest transferable can have management duties No corporate income tax |
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person who represents another entity |
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1) Servant (employer and employee) master-servant 2) indépendant contracter -not subject to immediate control (ex. real estate agents) |
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writing express authority |
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not binding to a 3rd person |
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illusion of authority that the principal did (or did not) give |
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the retroactive approval of an unauthorized transaction principal says the agent can go ahead and continue to do what they were doing |
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Tort Liability of the principal for acts of the agent |
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responde at superior Superior has to respond to a tort committed by agent |
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course & scope of employment |
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job related, or negligent hiring, or negligent supervision (usually not regarded in course & scope) |
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at will- any time term- can be terminated, but must compensate |
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1)land, building, plants, mineral rights, air rights 2) fixtures- was personal property, but has been attached to real property |
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normal type of ownership people have |
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owner- meg (life)-remainder person |
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most common All owners- don't have to be related don't have to have equal proportions rights are inheritable |
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dont have to be related equal proportions not inheritable acquire it at the same time |
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married equal can not sell their 50% interest |
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guarantee you good title (if not, get payed for damages) |
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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 |
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Results from possession (have it long enough, it's yours) |
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make use of another's property |
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neighbor covenant includes in deed for subdivision |
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a word or design used by a merchant to identify its goods and distinguish them from others |
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1) state registration 2)common law (recognizes them for free) 3)federal registration |
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1) infringement- the likelihood of confusion 2) dilution- lessoning the capacity of a "famous" mark to identify and distinguish goods or services |
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if some used name prior to becoming a trademark, they can keep it within their market |
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misappropriate name without their consent to have commercial gain ex. sell to trademark owner |
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no money damages, just the site |
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the protection for a limited a limited time of what the constitution describes as "writings of authors" an original work in a tangible medium |
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life + 70 years (corp. 95) |
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1) registration with copyright office 2) no registration under common law |
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1) purpose 2)Nature 3) Amount 4) effect on market |
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No limit to time rule ends |
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promoting progress of science |
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registrar with u.s. patent office |
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how long does a patent last |
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must be 1) Novel (wow) 2) useful 3) non-obvious and new |
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