Business Law Flashcards
acceptance
an agreement to an offer resulting in a contract
accord and satisfaction
an agreement made and executed in satisfaction of the rights one has from a previous contract
agent
the party appointed by the principal to enter into a contract with a third party on behalf of the principal
alien corporation
one that is incorporated in a foreign country
answer
official document detailing a defendant’s defense
antitrust
laws which seek to promote competition among businesses
apparent aurthority
the authority an agent is believed by third parties to have because of the behavior of the principal
appeal
request to a higher court to review a lower court’s decision
appellate courts
courts hearing cases appealed from a lower court
arraignment
charging a person with a crime and asking for that person’s plea
arrest
to take into police custody
assignee
the party to whom the assignment is made
assignment
a means whereby one party in a contract conveys rights to another person, who 30 is not a party to the original contract
assignor
the party making the assignment
authority
power to act for someone else
bailee
the party who acquires possession, but not the title, of personal property by one party to another, under agreement
bailment
the transfer of possession, but not the title of personal property by one party to another, under agreement
bailor
the party who gives up possession, but not the title, of personal property in a bailment
bearer
a person in possession of an instrument
bearer paper
commercial paper payable to bearer; i.e. to the person having possession of such
beneficiary
recipient of the proceeds of a life insurance policy: one who inherits property as specified in a will
bilateral contract
a contract which consists of mutual promises to perform some future acts
bill of lading
the contract existing between the cosignor and the carrier
bill of sale
a document of conveyance which provides written evidence of one’s title to tangible personal property
blank endorsement
having no words other than the signature of the endorser
board of directors
a body of persons elected by the stockholders to define and establish corporate policy
booking
administrative step taken after an arrested person is brought to police station, which involves entry of the person’s name, the crime for which the arrest was made, and other relevant facts on the police “blotter,” and which may also include photographing, fingerprinting and the like.
breach of contract
a situation in which one of the parties to a contract fails or otherwise refuses to perform the obligations established in that contract
business law
those rules of conduct prescribed by government and its agencies in regulating business transactions
cashier’s check
a check drawn on a bank’s own funds and signed by a responsible bank official
certificate of deposit
the acknowledgement by a bank of a receipt of money with an agreement of repayment
certified check
a check for which the bank assures that the drawer has sufficient funds to make payment
check
an order by a depositor on the bank to pay a sum of money to a payee
civil law
the body of law concerned with private or purely personal rights
close (closely held) corporation
a designation which applies to a corporation in which outstanding share of stock and managerial control are held by a limited number of people (often members of the same family)
commercial paper (negotiable instrument)
a writing drawn in a special form which can be transferred from person to person as a substitute for money or as an instrument of credit
common law
customs which have become recognized by the courts as binding on the community
compensatory damages
an award paid to the injured party to cover the exact amount of their loss, but no more
complaint (petition)
the written request which initiates a civil law suit
consideration
that which the promisor demands and receives as the price for a promise
cosignee
one to whom goods are shipped by common carrier
consignor
one who ships goods by common carrier
contract
an agreement between two or more competent persons which is enforceable by law
contract to sell
a seller agrees to transfer title to goods for a consideration (price) at a future time
contractual capacity
the necessity that the parties desiring to enter into contracts meet all requirements
corporation
a business entity created by statutory law and owned by individuals known as stockholders
counteroffer
an intended acceptance which changes or qualifies an original offer and in effect, rejects that offer and becomes a new offer
creditor beneficiary
a person who is not a party to a contract to whom the promisor of a contract owes an obligation or duty
crime
an offense which is injurious to society as a whole
criminal law
laws dealing with crimes and the punishment of wrongdoers
deed
writing conveying title to real property
deed of trust
deed that transfers property to trustee for benefit of creditor
defendant
the person against whom legal action is brought
disaffirmance
the repudiation of, or election to avoid, a voidable contract
discharge
termination of a contract by performance, agreement, impossibility, acceptance of breach, or operation of law
discovery
pretrial steps taken to learn the details of the case
domestic corporation
operates in the state that granted the charter
donee beneficiary
a third party beneficiary whom no legal duty is owned and performance is a gift
draft
a written order signed by one person requiring the person to whom addressed to pay a particular sum of money, to order or to bearer, on demand or at a certain time
drawee
the person, company or financial institution ordered to pay a draft
drawer
the person who executes any draft
duress
a means of removing one’s free will, obtaining consent by means of a threat to do harm to the person, his family, his property or his earning power
employee
the person hired to perform work and who is obligated both as to the work to be done and as to the manner in which it is to be done
employer
the party who employs employees to do certain work
executed contract
those contracts in which the terms have been fulfilled
execution
the carrying out of completion of some task
executory contract
those contracts in which the terms have not been completely executed or fulfilled by the parties
existing goods
those goods which are, at the time of the contract, in existence and owned by the seller
express authority
the authority of an agent, stated in the document or agreement creating the agency
express contract
a contract
express warranties
the actual and definite statement of a seller, either orally or in writing, at the time of the sale
fee simple estate
largest, most complete right in property
felony
more serious criminal offense that is punishable by death or by imprisonment in a penitentiary for more than one year
fiduciary
a relationship of trust and confidence, such as that which exists between partners in a partnership
foreign corporation
designation that applies when a corporation operates in any state other than where it is chartered
formal contract
those contracts which must be in special form or produced in a certain way, such as under seal
fraud
the intentional or reckless false statement of a material fact, upon which the injured party relied, which induced the injured party to enter into a contract, to his or her detriment
future goods
those goods selected which are not in existence at the time in which the contract was created
general agent
one who is authorized to execute the principal’s business of a particular kind, or all the principals business at a particular place, if not all of one kind
general partner
those individuals actively and openly engaged in the business and held to everyone as a partner
goods
movable tangible personal property
holder
one in possession of commercial paper
identified goods
the goods specified by the buyer and seller
implied authority
an agent’s authority to do things not specifically authorized in order to carry out express authority
implied contract
one in which the terms of the contract are implied by acts or conduct of the parties
implied warranties
warranties imposed by law, arising automatically because the sale has been made
independent contractor
one who contracts to perform certain tasks for a set fee, but who is independent of the control of the contracting party as to a means by which the contract is executed, except for specifications established in the contract
endorsee
a person whom becomes the holder of a negotiable instrument by endorsement which names him or her as the person to whom the instrument is negotiated
endorsement
the signature or statement of purpose by the owner on the back of a negotiable instrument, which indicates the future control of the instrument
injunction
a permanent judicial order or decree forbidding the performance of a certain act
intangible personal property
evidences of ownership of personal property, such as stock of corporations, checks and copyrights
judgment
a decision of a court of law
law
those rules of conduct commanding what is right and prohibiting what is wrong
life estate
estate for duration of a person’s life
limited liability company
newest form of business ownership recognized in the U.S.; combines features of both the corporation and partnership
limited partner
partners who have their liability for the firm’s debts limited to the amount of their investment
liquidated damages
the amount of the damages stipulated in a contract to be paid in the event one party breaches the contract.
maker
the person who executes a promissory note
malpractice
a breach of contract by a professional person; failure to perform a professional service with the ability and care generally and care generally exercised by others in the profession
merchant
a person who deals in goods of the kind or otherwise by occupation purports to have knowledge or skill peculiar to the practices or goods involved in the transaction
minor
those persons under legal age;by most states (but not all), the standard is under the age of eighteen
misdemeanor
a less serious criminal offense, generally punishable by fine and/or imprisonment of less than one year.
misrepresentation
stating an untrue fact
necessaries
items, required or proper and useful, for sustaining a human being at an appropriate living standard (i.e. food, clothing and shelter).
negligence
failure to exercise ordinary care; omission to do something which a reasonable prudent person would do under ordinary circumstances or the doing of something which a reasonable and prudent would not do; the lack of due care (a breach of a legal duty to act carefully resulting in injury to another or damage to another’s property).
negotiable instrument (commercial paper)
a writing drawn in a special form which can be transferred from person to person as a substitute for money or as an instrument of credit
negotiation
the act of transferring ownership of a negotiable instrument to another party
nominal damages
a token award to symbolize vindication of the wrong done to the plaintiff, generally the award is $1.00
novation
the substitution of a new party for one of the original parties to a contract, such that the prior contract terminates and a new one substitutes for it
offer
a proposal to make a contract
offeree
the person to whom an offer is made
offeror
the party who initiates, or makes an offer
order paper
commercial paper made payable to the order of some named party; the word order or its equivalent must be used
ordinance
law enacted by a municipality
partnership
the voluntary association of two or more people who have combined their resources to carry on as co-owners of a lawful enterprise for their joint profit.
payee
the party to whom any negotiable instrument is made payable
personal property
all property which is not real property
petition (complaint)
a written request initiating a civil suit
plaintiff
the individual who initiates a civil action
price
the consideration stipulated by contract, generally expressed in money or money - worth
principal
a party who appoints a second party to serve as an agent
private corporation
a corporation formed by individuals to carry out some non-governmental function
punitive damages
an award paid to the plaintiff in order to punish the defendant, not to compensate the plaintiff
qualified endorsement
an endorsement which limits the liability of the endorser
ratification
conforming an act which was executed without authority or an act which was avoidable
real property
land and those objects permanently attached to land
rescission
canceling, annulling, avoiding
rejection
refusal to accept
restrictive endorsement
an endorsement which prevents the use of the instrument for anything except the stated use
revocation
the annulment or cancellation of an instrument, act or promise by one doing or making the offer
sale
the transfer of title to goods from the seller to the buyer for a consideration called the price
service contracts
the contracting of services rather than goods
shareholders (stockholders)
those having title to one or more shares of stock in a corporation; combined, they represent ownership of the corporation
Sherman Antitrust Act
federal legislation intended to promote competition among businesses by prohibiting restraint of trade
silent partner
an individual who takes no active part in the management of a partnership, but has capital invested in the business
simple contract
any contract other than a formal contract, whether written, oral or implied.
sole proprietorship
a business owned by one person who is subject to claims of creditors
special agent
one authorized by the principal to execute specific act(s)
special endorsement
an endorsement which designates the particular person to whom payment is to be made
specific performance
a contract remedy by which the court requires the breaching party to perform the contract
stare decisis
the principle that the decision of a higher court should serve as a guide or precedent and control the decision of a similar case in the future
statute of frauds
a statute originally enacted by English Parliament, and now enacted in some form in all the American states, listing certain types of contracts which could only be enforced if in written form.
statute of limitations
a law that restricts the period of time within which an action may be brought to court
statutes
laws which are enacted by legislative bodies
stockholders (shareholders)
those having title to one or more shares of stock in a corporation; combined, they represent ownership of the corporation
subchapter S corporation
is a creation of the tax codes; shareholders elect to be taxed as a partnership (no double taxation) without losing corporation status
summons (process)
a notice given to a defendant, attaching the complaint and stating a time frame in which an answer must be filed or an appearance made
third party beneficiary
person not party to carry a contract, but whom parties intended to benefit
title
ownership; evidence of ownership of property
tort
a private or civil wrong, other than by breach of contract, for which there may be action for damages
trial court
court which conducts the original trial and renders its decision
undue influence
improper influence that is asserted by one dominant person over another, without the threat of harm
unenforceable contract
an agreement which at the current time is not enforceable by law
uniform commercial code
recognized as the most important statute in business law, it includes provisions which regulate certain sales of goods and negotiable instruments
unilateral contract
a contract formed when an act is done in consideration for a promise
usurious
exceeding the maximum rate of interest in which may be charged on loans
valid contract
a contract which will be enforced by the court
void contract
an agreement of no legal effect
voidable contract
a contract which would be an enforceable agreement, but due to circumstances may be set aside by one of the parties
warranties
guarantees made by a seller that an article, good or service will conform to a certain standard or will operate in a certain manner
