Agape 1-50 Flashcards
Cynthia owns her home and her adult daughter Rebecca resides with her. Rebecca completes the household tasks and helps care for her mother. Cynthia’s will devises the home to Rebecca, and she informs her daughter of the contents of the will. Rebecca has limited income and knows that her mother paid off the home. Cynthia becomes ill and obtains a $150,000 mortgage loan to have finances to pay for experimental medical treatment. Ultimately, Cynthia decides not to pursue treatment. She passes away six months later, and the will bequests the home to Cynthia and the residue of the estate to her son, Donavan. Cynthia’s only other asset is a savings account with $115,000. A provision states, “I direct that my executor pay all of my debts as soon after my death as is practicable.” Cynthia requests that the estate executor use funds from the savings account to pay off a portion of the mortgage loan. Is the personal representative required to use the savings account funds to satisfy the outstanding mortgage loan? *
No, Cynthia’s will did not include sufficient language to permit the personal representative to satisfy the outstanding mortgage.
Fla. Stat. 733.803 applies to the exoneration of liens, stating, “A general direction in the will to pay debts does not show that intent.” Here, the will states, “I direct that my executor pay all of my debts as soon after my death as is practicable,” which is only a general direction. Therefore, the personal representative will not satisfy the outstanding mortgage loan. Instead, Rebecca will receive the home subject to the mortgage.
Which of the following is required content in the articles of incorporation?
a. name and address of each incorporator
b. name of each director
c. whether the shareholders have preemptive rights
d. shareholder’s name and written acceptance
The correct answer is (a) because the name and address of each incorporator is required content in the articles of incorporation.
Answers (b), (c), and (d) are incorrect because they are not required content in the articles of incorporation.
Bonnie has been charged with armed robbery. At trial, the prosecution seeks to establish that Bonnie, along with her co-conspirator, Clyde, robbed the Central Jacksonville bank located in downtown Jacksonville, Florida, on Friday, March 13, 2020 using a smith and wesson rifle. Bonnie claims that she was working as a waitress at Metro Diner located on Jacksonville’s southside, miles away from the bank, at the time of the robbery. The court may take judicial notice of the following except
a. the bank is located in Jacksonville, Florida.
b. March 13, 2020 was a Friday.
c. Bonnie was working as a waitress at Metro Dinner at the time of the robbery.
d. The court may take judicial notice of all of the above.
the correct answer is (c).
Pursuant to Fla. Stat. 90.202 (11) and (12), the court may take judicial notice, without further proof, of (1) facts that are not subject to dispute because they are generally known within the territorial jurisdiction of the court (i.e., where things are located) and (2) facts that are not subject to dispute because they are capable of accurate and ready determination by resort to sources whose accuracy cannot be questioned (i.e., the day of the week of a certain date.)
Here, the court will likely take judicial notice of (1) the location of the bank because its location is generally known within the territorial jurisdiction of the court; and (2) the day of the week that March, 13, 2020 was on because this can be accurately and readily determined using a calendar. However, the location of Bonnie at the time of the alleged alleged robbery is not subject to judicial notice because is subject to dispute.
The shareholders of a ABC corporation believed that the corporation’s management was committing illegal acts by engaging in unlawful financial transactions. After an unsuccessful attempt to have ABC corporation’s leadership changed, the shareholders sought dissolution of the corporation. Can the shareholders to seek dissolution of ABC corporation in these circumstances?
a. No, because only the state attorney general may seek judicial dissolution of a corporation.
b. No, because the primary grounds for an administrative dissolution are failure to pay taxes, file an annual report, or maintain a registered agent within the state, and none of those situations existed here.
c. Yes, because the shareholders may seek a judicial dissolution of the corporation based on the management’s illegal acts.
d. Yes, because the shareholders may seek an administrative dissolution of the corporation based on managerial malfeasance.
Answer option C is correct. A judicial dissolution of a corporation is a court-ordered dissolution. The shareholders of a corporation may seek a dissolution if the corporation’s management has been acting in an illegal manner. Here, the shareholders may seek a judicial dissolution of this corporation based on the management’s allegedly illegal acts.
Answer option A is incorrect because, the attorney general is not the only party that may seek the judicial dissolution of a corporation. For example, shareholders and corporate creditors may also seek judicial dissolution.
Answer option B and D are incorrect because shareholders cannot seek an administrative dissolution in any circumstances. The party that uses administrative dissolution to legally terminate a corporation is the secretary of state—not the corporation’s shareholders. Note that although shareholders may not seek an administrative dissolution, as discussed above, the shareholders are allowed to seek the judicial dissolution of a corporation for a variety of reasons, including illegal acts by the corporate management.
- Casey created personalized cloth face masks and sold the masks over the internet through her online boutique. She did not take any formal steps or file any documents with the Florida Secretary of State to establish her business. She did hire a friend to help her create the personalized masks and she paid the friend at an hourly fixed rate, plus a percentage of profits. Casey owned, operated, and exclusively controlled all aspects of the online boutique. Is Casey’s friend a partner in the online boutique?
a. Yes, because the friend received a percentage of the profits.
b. No, because there was no partnership agreement that named the partner as a friend.
c. Yes, because the friend contributed services to the business.
d. No, because Casey’s online boutique is not a partnership.
The correct answer is (d). The friend is not a partner, because the online boutique was solely owned by Casey. At all times, she owned, operated, and exclusively controlled all aspects of the business. In a partnership, multiple people, called partners, carry on a for-profit business as co-owners, and Casey’s friend simply worked in the business and had no control over it.
Answer (a) is incorrect because the friend is receiving profits as payment for her work, a type of wages. In general, a person is presumed to be a partner in a business if she receives a share of the profits. However, this presumption does not apply if the profit share is payment for something like wages or rent, rather than a partner’s general share of all profits.
Answer (b) is incorrect because a partnership agreement is not required to create a partnership, thus, the lack of a partnership agreement does not necessarily prevent the friend from being a partner in the business.
Answer (c) is incorrect because the friend’s contribution to the business was the contribution of an employee, not a capital contribution from a partner.
A transaction between a corporation and a director is not void solely because of the director’s relationship if which of the following is true regarding the transaction? *
0/1
a. The transaction is approved by a majority of the board upon full disclosure of conflict.
b. The transaction is ratified by the directors upon full disclosure.
c. The transaction is fair and reasonable to the corporation.
d. The transaction is approved by a majority of the shareholders upon full disclosure of conflict.
The correct answer is (c) because if the transaction is fair and reasonable to the corporation it is not voided solely due to the director’s relationship.
Answer (a) and (d) are both incorrect because the transaction must be approved by a disinterested majority of the board upon full disclosure of conflict.
Answer (b) is incorrect because the transaction must be ratified by the shareholders upon full disclosure, not the directors.
In 2010, Deandre executed a will where he devises Blackacre to Fiona. In 2012, Samantha approached Deandre and stated she would like to purchase Blackacre. In a land sale contract, Samantha agrees to pay $1,500 per month for the next 20 years, with the deed to be executed after Deandre receives the last payment in year 20. In 2020, Deandre passes away, and the will that was executed in 2010 is entered into probate. Fiona learns that the deed to Blackacre is still in Deandre’s name at his death. Does Fiona have any rights to Blackacre? *
0/1
a. No, Fiona had received a specific devise from Deandre, which had adeemed after the conveyance of Blackacre had taken place in 2012.
b. Yes, Fiona’s gift is a demonstrative legacy; therefore, she may collect Samantha’s outstanding balance for Blackacre.
c. Yes, Fiona can collect the outstanding balance that Samantha owes for the property, but only if Deandre’s guardian had sold Blackacre.
d. Yes, Fiona can collect the outstanding balance that Samantha owes for the property, so long as the contract is still executory at the time of Deandre’s death.
The correct answer is (d).
Pursuant to Fla. Stat. 732.606(2)(a), a specific devisee has a right to “Any balance of the purchase price owing from a purchaser to the testator at death because of sale of the property plus any security interest.” Here, Deandre was still owed another ten years of payments on the home that was sold, so upon Deandre’s death, this right would transfer to Fiona.
Answer choice (b) is incorrect because Deandre had provided Fiona a specific devise.
Sally, a member of Sunshine Shirts, LLC, a member-managed limited liability company (LLC), noticed that the LLC’s articles of organization listed a registered agent who was no longer affiliated with the LLC. Which of the following actions, if any, is Sally required to take? *
0/1
a. Sally is not required to take any action because the LLC may amend its articles of organization.
b. Sally is not required to take any action because only a manager may amend the LLC’s articles of organization.
c. Sally must personally amend the LLC’s articles of organization.
d. Sally must cause the LLC’s articles of organization to be amended.
The correct answer is (d). If a member of a member-managed LLC knew that information contained in the filed articles of organization was inaccurate when the articles were filed or became inaccurate due to changed circumstances, the member shall promptly: (1) cause the articles of organization to be amended; or (2) if appropriate, deliver to the department for filing a statement of change or a statement of correction. Fla. Statutes 605.0202(5). Because Sally is a member in this LLC, she must cause the LLC’s articles or organization to be amended.
The Florida Department of Environmental Protection conducted an investigation into allegations of an oil spill off the west coast of Florida. The factual findings of the investigation revealed that Exxon Mobil had actually dumped contaminated oil into the Gulf of Mexico near the west coast of Florida. Fisherman, a commercial fisherman in Northwest Florida caught, sold and ate several fish around the time of the spill. His annual physical revealed high levels of contaminants and mercury in his body. Fisherman sued Exxon Mobil for negligence. At trail, Fisherman seeks to introduce the report of The Florida Department of Environmental Protection. The report is * 1/1 a. Admissible as non hearsay b. Admissible as a public record c. Admissible as a business record d. Inadmissible.
Under Florida law, factual findings from a legally authorized investigation are inadmissible. Here, Fisherman seeks to introduce the factual findings of the Florida Department of Environmental Protection’s investigation report to the establish the negligence of Exxon which is not permissible in Florida.
As a shareholder of Wings and Tings Inc. Danny would like to review the minutes of the board meeting from July 27, 2002. What procedure must Danny follow to review the minutes of the board meeting? I. Danny must give Wings and Tings Inc. written notice of his demand at least five (5) business days before the date on which he wishes to inspect and copy. II. Danny’s demand must be made in good faith and for a proper purpose. III. Danny must describe with reasonable particularity his purpose and the records he desires to inspect. IV. Danny’s purpose must be directly connected with the records. *
0/1
a. I only
b. I, II and IV only
c. II and III only
d. I, II, III and IV
The correct answer is (d) because any shareholder may inspect and copy records of the corporation if he gives the corporation written notice of his demand at least five (5) business days before the date on which he wishes to inspect and copy and (i) his demand is made in good faith and for a proper purpose; (ii) he describes with reasonable particularity his purpose and the records he desires to inspect; and (iii) the records are directly connected with his purpose.
On February 1, 2020, Melissa’s husband, Kevin, passes away owing several thousands of dollars to creditors and not enough assets to pay them off. Melissa knowing that Kevin’s probate estate is limited, opts for an elective share of Kevin’s estate. On September 10, 2020, Melissa is given notice that the creditors owed outstanding balances have made claims for the furniture in Kevin’s home. The value of the furniture in Kevin’s home is approximately $12,000. Melissa is distraught, as she has continued to grieve her husband’s loss and seeks legal counsel. Will the creditors succeed in their claim for the household furniture? *
0/1
a. Yes, but only if Melissa was not timely in petitioning the court to set-aside the property for her.
b. Yes, but only up to $10,000, the maximum amount permitted for personal property set-aside for furniture.
c. No, Florida statute establishes that Melissa, by default, has the right to household furniture, furnishings, and appliances in Kevin’s estate up to a net value of $20,000.
d. No, Florida statute establishes that Melissa, by default, has the right to household furniture, furnishings, and appliances in Kevin’s estate up to a net value of $20,000 if that amount will not exceed a 30% value of the elective estate.
The correct answer is (a). Pursuant to Fla. Stat. 732.402(6), exempt property rights shall be waived unless a petition is filed “on or before the later of the date that is 4 months after the date of service of the notice of administration or the date that is 40 days after the date of termination of any proceeding” involving the will. If Melissa was not timely in filing the petition, the creditors will be successful with their claim.
Answer (b) is incorrect because eligible exempt household furnishings is up to the amount of $20,000.
Answer (c) is incorrect because it incorrectly states that the default right is up to $20,000.
Answer (d) is incorrect because it incorrectly states that the amount cannot exceed a 30% value of the elective estate. Fla. Stat. 732.402(7) states the exempt property value is excluded from the value of the elective, intestate, or pretermitted estates.
Paradise Treats, LLC, a Florida limited liability company (LLC) that baked cakes, had five members. Under the terms of the operating agreement, the members managed the company themselves. A group of girls hired Paradise Treats, LLC to provide pastries for a bridal shower, so one of the members baked a cake for the event. However, due to a mistake that the member made while baking the cake, the cake contained a high amount of sugar and some raw egg, which caused food poisoning for many of the guests at the bridal shower. The girls sued Paradise Treats, LLC and the negligent member for damages.Is the negligent member potentially subject to personal liability for the damages caused by the cake? *
0/1
a. No, because LLC members are not personally liable for business obligations
b. No, because LLC members are only personally liable for contractual obligations, not potential tort claims.
c. Yes, because the crash was caused by the member’s own professional negligence.
d. Yes, because the operating agreement specifically stated that the five members of the LLC managed the company themselves.
The correct answer is (a). A member in a member-managed limited liability company is not personally liable for monetary damages to the limited liability company, its members, or any other person for any statement, vote, decision, or failure to act regarding management or policy decisions by a member in a member-managed limited liability company unless the member breached or failed to perform the duties as a member in a member-managed limited liability company. Fla. Statutes 605.04093(1). Here, the member baked a cake, which is a normal function in the course of the LLC’s business. Therefore, the member will not be personally liable for this business obligation.
A shareholder of an agriculture business discovered that a chemical manufacturer was negligently discharging chemical waste into a river that was the irrigation source for many of the business’ crops. Before initiating a derivative action against the chemical manufacturer, the shareholder failed to submit a written demand to the corporation’s board of directors, requesting that it bring suit against the manufacturer to compel it to (1) cease its chemical waste discharge and (2) compensate the agribusiness for its losses due to chemical contamination. Can the shareholder go forward with his derivative action? *
0/1
a. Yes, because a shareholder may always bring a derivative action to enforce rights belonging to the corporation.
b. No, because the shareholder must bring a direct action, not a derivative action.
c. Yes, because a shareholder is not required to make a written demand before initiating a derivative action.
d. No, because the shareholder does not have a proper claim for a derivative action.
Answer Choice C is correct. Shareholders may now bypass the “universal demand” step for claims alleging breach of fiduciary duties of directors, if they demonstrate that it is unlikely that the board would act on behalf of shareholders. This is a recent update from the former rule where there was a “universal demand” requirement as a prerequisite to filing a lawsuit in which the shareholder had to allege that a demand was made on the board.
Hakeem was on his way to deliver office products to a customer for his employer Office Supplies, Inc. when the rear doors on the delivery truck he was driving flew open, causing paper, staplers, paper clips and other office supplies to fall onto the highway. To avoid being struck, Reggie had to abruptly change lanes and, as a result, he collided with a car driven by Brad. Reggie was injured and filed suit against Office Supplies, Inc. and Hakeem. Office Supplies, Inc. claims the accident was Hakeem’s fault because he was not driving a company vehicle. At trial Reggie offers the testimony of Mechanic that a week after the accident, an Office Supplies, Inc. employee brought a delivery van to his garage with instructions to install extra safety latches on the rear doors. Office Supplies, Inc.’s counsel objects. Such testimony is
a. admissible on the issue of ownership of the delivery truck because such an issue has been raised by Office Supplies, Inc..
b. admissible as evidence that the latch was not properly maintained by Hakeem.
c. inadmissible as evidence of a subsequent remedial measure.
d. always admissible on issues other than negligence.
The correct answer is (a). Although not admissible on the issue of negligence, subsequent remedial measures may be introduced on the issue of ownership or control of the instrumentality that caused injury. Here, there is a dispute as to who owned the vehicle. Therefore, the testimony would be admissible. Therefore, the testimony would be admissible to show ownership of the vehicle.
- A group of seven har stylists formed a general partnership to open a hair salon. After a number of setbacks, some of the partners realized that the project needed a secretary to handle the salon’s finances and other tasks. After an extensive search, the partners identified a secretary, but she would join the partnership only as a partner. The partnership agreement was silent about the addition of new partners. The partners had a meeting, and five of the seven partners voted to make the administrator a partner. Was this vote sufficient to make the secretary a partner? *
0/1
a. Yes, a majority vote is sufficient to admit the secretary as a partner
b. No, a unanimous vote is required to admit a new partner
c. Yes, because the partners voted on a matter within the ordinary course of business
d. No, because the partnership agreement was silent about the addition of new partners
The correct answer is (b). Pursuant to Fla. Statute 620.8401(9), a person may become a partner only with the consent of all of the partners. Unless the partnership agreement provides otherwise, the unanimous consent of all partners is required for: (1) an act that is outside the ordinary course of partnership business; (2) an amendment to a partnership agreement; and (3) the acceptance of a new partner to the partnership.
