business law Flashcards
civil law
->relationship between individuals warranties damages contract law employer law commercial law property law
legal relationships
absolute right: towards objects
relativ right: towards persons
other absolute right: privacy, not bring filmed without consent
legal subjects
-natural person:everybody
-legal person: own legal entity
gmbh, AG
-partnerships
legal capacity
capacity to act: create rights and obligations through ones actions
capacity to conclude contracts
-some with 14 all with 18 except harming themselves
capacity to commit offences:
-with 14
representation
indirect representation:
-agent concludes contract in his name but in account of principle
direct representation:
-agent concludes contract in name and for account of of principle
principles of property law
law of property
-relationships of legal entity to asset
law of obligation
-relationship between people
occupation-possession-ownership
ownership
-legal and physical control over asset
possession
-control over asset with intention to keep it
occupation
-power over asset with no intention to keep it
categories of property
unrestricted right in rem -ownership restricted right in rem -easement -right of retention
modes of obtaining possession
physical
symbolic
per port
per declaration
breach of title
filed by possessor object
within 30 days
only possession and disturbance negotiable
ownership
dispose object, exclude others from using it actual co-ownership -you own a part of something simple co-ownership -own percentage
pledge
right in rem creditor gets if not satsified
easement
right to profit from another ones property
land register
sheet A: description of property
sheet B: ownership conditions
sheet C: restrictions on disposal
types of contrectual obligations
major obligations
accessory obligations
protection and care obligations
- you buy a tv
- the tv has to be installed
- while installing the tv they must not damage the floor
retention of title
the title remains with the seller until they got paid
defficiencies
root deficiency absolute nullity (legal capacity) relative nullity (usury) recession (fraud, error)
fraud and threat
fraud: intentionally providing wrong info
threat: threat to force somebody to sign
laesio enormis
buyer paid more than double of the actual value
-recession, seller pays the difference
warranty
implied warranties: imposed by law
express warranties: specifically stated in contract
remedies for warranty
primary (repair, replacement)
secondary (price reduction)
damages preconditions
damage causation unlawfulness connection to unlawfulsness fault
types of damages
financial damage
-loss of property measurable in money
immaterial damage
unlawfulness
breach of law
breacv of contract
infringment of absolute rights
violation if morality
degrees of fault
negligence -slight: drives even though tired -gross: drives after partying the whole night intent -you know damage will happen still do it
forms of compensation
in rem restitution -restitution of object -repair -provision of similar object if destroid compensation in money
extent of damage
actual loss (case of slight negligence) loss if profit (only with gross negligence or intent)
contractual liability vs liability in tort
contractual -when breaching contract -liability for actions of agents -wrongduer must proof inocence tort -violation of rules
absolute liability
liability without faul
because of objects being dangerous like cars
definition of entrepreneur
person carrying business
business=permanent orga of independent economic actitivty
-permanent= not occasionally
-independant=with own name and account
-economic=valuable services offered on market
commercial register (obligation, voluntary)
obligation
- cooperatives, corporation, partnership
- entrepreneur income more than 700.000€ a year
voluntary
-freelancer, farmer
no registration
- partnerships under civil law
- silent partnerships
- associations
management vs act of representation
management:
-legal actions aimed at achieving purpose of company
representation:
-relationship between company and third party
extraordinary managerial transaction
- beyond extent of previous business operations or scope of company
- incurrence of high loans
- merging anf acquistion
procuration
special form of legal representation
-agent acting in entrepreneurs name
extent: -ordinary and extraordinary transactions not: -commercial register registration -liquidation of enterprises
termination:
- withdrawal of entrepreneur
- termination of agent
- death of agent but NOT entrepreneur
- loss of legal capacity of agent
- insolvency of agent
types of companies
partnerships: general limited civil law silent
corporations:
limited liability
stock corps
scietas europeae
sole proprietorship
not partnership
capital by proprietor and businrss managed by proprietor
civil law partnership
no registration in commercial register
partners personal liable for obligations of business
e.g. freelancers
principles of partnership law
general partner
-all partners fully liable and treated same
limited partnership
-some partners fully liable other limited
-partners treated differently
==> no seperate legal entity
gmbh and co kg
special firm of limited partnerhsip
mostly treated like corporation
silent partnership
one partner only makes capital contributions but has no managrment rights and is not liable
gmbh formation
- share capital
- 35000 but for priviledged formation only 10000 but must be increased to fill amount in 10 years
- pay in 50% upon formation - articles or association
- register in commercial register
gmbh main bodies
shareholders meeting
managing directors
supervisory board
shareholders meeting - gmbh body
principle decision making bidy
regular meetings in seat
simple majority vote
repayment if contributions
vis dividends
payment to shareholder with atms length principle
equity replacing shareholder loans
in case of crisis loan of shareholder can be treated like equity and in event of insolvency won‘t be reclaimed
managing directirs - gmbh body
carry out and control day to day business
represent company
appointed by shareholders resolution
liability:
dury of care (manage correctly and perfom duties)
dury of loyalty (confidentiality, no exploition if business)
civil liability (repayment of capital contributions, liability towards
corporation for financial losses and liability towards creditor)
libiality towards public authorities (liability for tax matters->personal liable in case if failing)
criminal liability (tax evasion, insolvency offences)
