Business Law Midterm Flashcards
1
Q
SHV Theory
A
Informs Delaware Law and grows from profit maximization theory
assumes that each shareholder’s principal wish is to maximize their share value
wish to pay through equity
2
Q
Agency Theory
A
shareholders are the owners and principals of the firm
shareholders (principals) impliedly delegate to the executives (their agents) to manage the firm
3
Q
Rise of CSR Theory resulted in a switch of
A
shareholders to stakeholders
4
Q
Litigation
A
lawsuits, process of filing claims in court
5
Q
Subject matter jurisdiction
A
court’s power to hear a case
6
Q
Jurisdiction
A
court’s power to hear a care
7
Q
Long Arm Statue
A
states claim jurisdiction over someone who does not live in a state
7
Q
Personal Jurisdiction
A
court’s legal authority to require defendants to stand trial
8
Q
Summons
A
court’s written notice that a lawsuit has been filed against the defendant
9
Q
International Shoe Company v. State of Washington
A
The Court held that International Shoe could be subject to jurisdiction in Washington because it had established “minimum contacts” with the state.
10
Q
Appellant
A
party filing the appeal
11
Q
Appellate Courts
A
3 judges, no jury
generally accept the facts from trial court and review trial record to see if an error was made
11
Q
Appelle
A
party opposing
12
Q
Diversity Cases
A
the amount needs to exceed $75K AND
plaintiff and defendant are from different states
13
Q
Most important components of the Pleadings
A
begins the lawsuit
complaint and answer are the most important part
14
Q
Primary Trial Courts
A
are US District Courts
15
Q
Default Judgement
A
win without a trial
16
Q
What is the theory behind civil litigation?
A
the best outcome is always a negotiated settlement
17
Q
Summary Judgement
A
ruling by a court that no trial is necessary
17
Q
Adversary System
A
putting witness on stand and letting both lawyers ? them so true comes out
18
Q
Right to Jury Trial is granted
A
for money damages
19
Q
Who has the Burden of Proof?
A
plantiff has
defendant is not obligated to disprove the allegations
20
Q
Burden of Proof needs to be
A
51-49
Preponderance of Evidence
21
Q
Criminal Burden of Proof
A
beyond a reasonable doubt
22
Precedent
earlier decisions by a court that were made
22
Mediation
fastest growing method
3rd party comes in
23
Federal Court in a state
will only hear a case only if it involves a federal question or diversity jurisdiction
24
Trial courts
determine facts and apply the law to the facts
25
For majority of appellate court cases
can't introduce new evidence
26
Diversity Jurisdiction
allows a court to hear cases about wrongful acts (torts) if the defendant has enough connection to the state where the harm occurred. This jurisdiction applies when the defendant's actions caused harm within the state, making it fair and reasonable to hold them accountable there.
27
Constitution can be seen as
series of compromises about power
28
Commerce Clause
congress is authorized to regulate trade between states
29
Judicial Review
power of federal courts to declare a state or government action unconstitutional
30
4th Amendment
protects against illegal searches
31
5th Amendment
ensures due process
31
6th Amendment
defends fair treatment for defendants
32
Corporations are viewed as
persons
33
Due Process
nothing can be taken without due process of law
34
Procedural Due Process
affected person has the opportunity to oppose the action
35
Taking Clause
cannot take private property without compensation
36
Common Law
legal system based on court precedents rather than written statutes
37
Stare Deisis
let the decision stand
38
Adjudicate
hold a formal hearing about an issue and decide it
39
Precedent System
"honor" court's previous rulings
40
Enumerated Powers
1. Tax
2. Spend
3. Regulate Commerce
41
Aggregate Impact
if it impacts interstate commerce -> it can regulate the activity
42
Article 6 of the Supremacy Clause
Federal Precedence: When federal and state laws conflict, federal law overrides state law, ensuring a unified legal framework across the country.
Binding on Judges: State judges are required to follow federal law, even if it conflicts with state laws or constitutions, maintaining the supremacy of federal rulings.
Oath of Office: Article VI mandates that all state and federal officials take an oath to uphold the Constitution, reinforcing their commitment to the Constitution's authority over other legal frameworks.
43
10th Amendment
power not in the Const. go to the state
44
9th Amendment
right to privacy
45
14th Amendment - Due Process and Equal Protection
They limit state governments’ powers and ensure that legal protections extend consistently across all states, helping maintain fairness in both public and private sectors
46
Dormant Commerce Clause states that
states cannot discriminate against out of state producer
47
Marbury v. Madison
Supreme Court is allowed to declare laws passed by Congress and signed by President unconstitutional
48
Establishment Clause
no religion can establish a religion
cannot favor a religion
49
Employ Div. v. Smith
ruled that generally applicable laws not targeting specific religious practices don't violate Free Exercise Clause
50
2018 - Masterpiece Ltd v. Colo. Civil Rights Commission
free exercise for making a cake
sort of vacated it in a way despite a slight favor towards the company
51
2023 - 303 Creative
she can use her free speech - cannot violate religion
52
Negligence
failure to make proper care in doing something
1. Duty of Due Care
2. Breach
3. Factual Cause
4. Proximate Cause
5. Damages
53
Duty of Due Care
the defendant has a legal responsibility to the plaintiff
judge first has to decide yes or no
whether it was foreseeable or reasonable
54
Factual Cause
defendant's conduct was the cause of the injury
55
Proximate Cause
foreseeable that conduct like the defendants might cause this type of harm
56
Res Ipsa Loquitur
"the thing speaks for itself"
when the court decides this applies the burden of proof switches on to the defendant
56
Breach of Duty
by failing to behave the way a reasonable person would under similar circumstances
57
Contributory Negligence vs. Comparative Negligence
contributory - a plaintiff who is even slightly negligent recovers nothing
58
What is a critical component of product liability?
sellers will be liable if their conduct is not that of a reasonable person
sells will be strictly liable for defective products that reach users without substantial change
59
What is a Tort?
Civil wrong
committing a tort makes you liable
59
Essential Elements of Defamation Claim
1. Defendant made a statement
2. It was false
3. Defendant "published" the statement
4. Statement injured the plaintiff's reputation
60
Foreseeability is
required both the duty element and the proximate cause element
61
Oregon Defamation
factual statement only kicks in if the statement is a "matter of public concern"
62
Gibson's Bakery v. Oberlin College
claiming race after fake id
63
Elements of a Contract
1. Offer
2. Acceptance
3. Consideration
4. Legality
5. Capacity
6. Consent
7. Writing
64
2 Issues Determine Whether a Statement is an Offer
1. Do the words/actions indicate a serious intention to strike a bargain?
2. Are the terms of the offer reasonably definite?
65
What is Definiteness
Identification of parties:
the who
the what
the when
often, the price
66
Bilateral Contract
most common
formed by a reciprocal exchange of promises to exchange things of value
ex) argument to buy a guitar for $500
67
Unilateral Contract
can only be formed by the offeree's actual performance of a requested act
ex) lost dog
it is performance before you bind yourself
68
Meeting of the Minds
there must be a serious offer that contains definite terms and that the offeree must accept that offer
69
Offeror
making the offer
70
Offeree
receiving the offer
71
Consideration's 2 Basic Elements
Value: requires exchanging things of objective value
Bargained for Exchange: must have agreed to exchange the things of value
72
Blackmon v. Iverson
didn't bargain for the nickname originally
73
Typical Agreements that Lack Consideration
Preexisiting Duty - you are already legally bound to do
Past Consideration - exchange that has already taken place
74
Gambino Building abandoning a project
No consideration since both parties need to receive something of value
75
Promissory Estoppel - Hamer v. Sideway
no drinking or smoking until he turned 21
76
Quantum Meruit
as much as he deserved
when no valid contract is presented plantiff is able to recover resonable value
76
Quantum Merit vs. Promissory Estoppel
Quantum meruit requires providing something (a service) of objective (market) value; promissory estoppel does not.
* Promissory estoppel requires reliance on an existing promise; quantum meruit does not.
* With promissory estoppel, you can recover what the other party promised (sue on the contract).
* With quantum meruit, you cannot recover what was promised if it exceeds the fair market value of what you provided.
77
Promisee
other party
77
Promisor
one who makes the promise
78
Creditor Beneficiary
A creditor beneficiary is someone who benefits from a contract because one of the parties owes them a debt or obligation
79
Donee Beneficiary
A donee beneficiary is someone who benefits from a contract because one of the parties intends to give them a gift or benefit. They do not provide consideration (payment or something of value) for the benefit.
Example: If John buys a life insurance policy and names his spouse Mary as the beneficiary, Mary is a donee beneficiary. John’s contract with the insurance company was made to provide a benefit (the insurance payout) to Mary as a gift.
80
Delegation
transferring their obligations
80
Incidental Beneficiary
If a city contracts with a company to build a park, nearby businesses may see an increase in customers due to more foot traffic. However, these businesses are incidental beneficiaries because the contract was not made with the intent of benefiting them. They cannot enforce the contract if something goes wrong.
81
Ambiguity
when a provision in a contract is accidentally unclear
82
Scrivener's Error
typo
will reform if there is clear and convincing evidence
83
Material Breach
is important enough to defeat an essential purpose of a contract
84
Sole Discretion
has the right to make any decision on that issue
85
Force Majeure
unforeseeable events or circumstances that prevent a party from fulfilling their contractual obligations
86
Material Breach
important enough to defeat essential purpose of contact
87
Boilerplate
help ensure clarity, fairness, and functionality in legal agreements and can reduce the risk of disputes
88
Strick Liability
comes down to causation and damages
applies to dangerous cases such as explosives
doesn't matter how careful they are they are still strictly liable
89
Expectation Damages
expectation damages would cover the cost
90
Incidental Damages
ex) have to pay extra shipping fees elsewhere
90
Consequential Damages
lost profits and more indirect losses that were foreseeable
91
