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Business Law and Ethics > Business Law Midterm > Flashcards

Business Law Midterm Flashcards

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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

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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

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3
Q

Rise of CSR Theory resulted in a switch of

A

shareholders to stakeholders

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4
Q

Litigation

A

lawsuits, process of filing claims in court

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5
Q

Subject matter jurisdiction

A

court’s power to hear a case

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6
Q

Jurisdiction

A

court’s power to hear a care

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7
Q

Long Arm Statue

A

states claim jurisdiction over someone who does not live in a state

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7
Q

Personal Jurisdiction

A

court’s legal authority to require defendants to stand trial

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8
Q

Summons

A

court’s written notice that a lawsuit has been filed against the defendant

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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.

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10
Q

Appellant

A

party filing the appeal

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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

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11
Q

Appelle

A

party opposing

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12
Q

Diversity Cases

A

the amount needs to exceed $75K AND
plaintiff and defendant are from different states

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13
Q

Most important components of the Pleadings

A

begins the lawsuit

complaint and answer are the most important part

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14
Q

Primary Trial Courts

A

are US District Courts

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15
Q

Default Judgement

A

win without a trial

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16
Q

What is the theory behind civil litigation?

A

the best outcome is always a negotiated settlement

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17
Q

Summary Judgement

A

ruling by a court that no trial is necessary

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17
Q

Adversary System

A

putting witness on stand and letting both lawyers ? them so true comes out

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18
Q

Right to Jury Trial is granted

A

for money damages

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19
Q

Who has the Burden of Proof?

A

plantiff has

defendant is not obligated to disprove the allegations

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20
Q

Burden of Proof needs to be

A

51-49

Preponderance of Evidence

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21
Q

Criminal Burden of Proof

A

beyond a reasonable doubt

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22
Q

Precedent

A

earlier decisions by a court that were made

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22
Q

Mediation

A

fastest growing method

3rd party comes in

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23
Q

Federal Court in a state

A

will only hear a case only if it involves a federal question or diversity jurisdiction

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24
Q

Trial courts

A

determine facts and apply the law to the facts

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25
Q

For majority of appellate court cases

A

can’t introduce new evidence

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26
Q

Diversity Jurisdiction

A

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.

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27
Q

Constitution can be seen as

A

series of compromises about power

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28
Q

Commerce Clause

A

congress is authorized to regulate trade between states

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29
Q

Judicial Review

A

power of federal courts to declare a state or government action unconstitutional

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30
Q

4th Amendment

A

protects against illegal searches

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31
Q

5th Amendment

A

ensures due process

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31
Q

6th Amendment

A

defends fair treatment for defendants

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32
Q

Corporations are viewed as

A

persons

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33
Q

Due Process

A

nothing can be taken without due process of law

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34
Q

Procedural Due Process

A

affected person has the opportunity to oppose the action

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35
Q

Taking Clause

A

cannot take private property without compensation

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36
Q

Common Law

A

legal system based on court precedents rather than written statutes

37
Q

Stare Deisis

A

let the decision stand

38
Q

Adjudicate

A

hold a formal hearing about an issue and decide it

39
Q

Precedent System

A

“honor” court’s previous rulings

40
Q

Enumerated Powers

A
  1. Tax
  2. Spend
  3. Regulate Commerce
41
Q

Aggregate Impact

A

if it impacts interstate commerce -> it can regulate the activity

42
Q

Article 6 of the Supremacy Clause

A

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
Q

10th Amendment

A

power not in the Const. go to the state

44
Q

9th Amendment

A

right to privacy

45
Q

14th Amendment - Due Process and Equal Protection

A

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
Q

Dormant Commerce Clause states that

A

states cannot discriminate against out of state producer

47
Q

Marbury v. Madison

A

Supreme Court is allowed to declare laws passed by Congress and signed by President unconstitutional

48
Q

Establishment Clause

A

no religion can establish a religion

cannot favor a religion

49
Q

Employ Div. v. Smith

A

ruled that generally applicable laws not targeting specific religious practices don’t violate Free Exercise Clause

50
Q

2018 - Masterpiece Ltd v. Colo. Civil Rights Commission

A

free exercise for making a cake

sort of vacated it in a way despite a slight favor towards the company

51
Q

2023 - 303 Creative

A

she can use her free speech - cannot violate religion

52
Q

Negligence

A

failure to make proper care in doing something

  1. Duty of Due Care
  2. Breach
  3. Factual Cause
  4. Proximate Cause
  5. Damages
53
Q

Duty of Due Care

A

the defendant has a legal responsibility to the plaintiff

judge first has to decide yes or no
whether it was foreseeable or reasonable

54
Q

Factual Cause

A

defendant’s conduct was the cause of the injury

55
Q

Proximate Cause

A

foreseeable that conduct like the defendants might cause this type of harm

56
Q

Res Ipsa Loquitur

A

“the thing speaks for itself”

when the court decides this applies the burden of proof switches on to the defendant

56
Q

Breach of Duty

A

by failing to behave the way a reasonable person would under similar circumstances

57
Q

Contributory Negligence vs. Comparative Negligence

A

contributory - a plaintiff who is even slightly negligent recovers nothing

58
Q

What is a critical component of product liability?

A

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
Q

What is a Tort?

A

Civil wrong

committing a tort makes you liable

59
Q

Essential Elements of Defamation Claim

A
  1. Defendant made a statement
  2. It was false
  3. Defendant “published” the statement
  4. Statement injured the plaintiff’s reputation
60
Q

Foreseeability is

A

required both the duty element and the proximate cause element

61
Q

Oregon Defamation

A

factual statement only kicks in if the statement is a “matter of public concern”

62
Q

Gibson’s Bakery v. Oberlin College

A

claiming race after fake id

63
Q

Elements of a Contract

A
  1. Offer
  2. Acceptance
  3. Consideration
  4. Legality
  5. Capacity
  6. Consent
  7. Writing
64
Q

2 Issues Determine Whether a Statement is an Offer

A
  1. Do the words/actions indicate a serious intention to strike a bargain?
  2. Are the terms of the offer reasonably definite?
65
Q

What is Definiteness

A

Identification of parties:
the who
the what
the when
often, the price

66
Q

Bilateral Contract

A

most common

formed by a reciprocal exchange of promises to exchange things of value

ex) argument to buy a guitar for $500

67
Q

Unilateral Contract

A

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
Q

Meeting of the Minds

A

there must be a serious offer that contains definite terms and that the offeree must accept that offer

69
Q

Offeror

A

making the offer

70
Q

Offeree

A

receiving the offer

71
Q

Consideration’s 2 Basic Elements

A

Value: requires exchanging things of objective value

Bargained for Exchange: must have agreed to exchange the things of value

72
Q

Blackmon v. Iverson

A

didn’t bargain for the nickname originally

73
Q

Typical Agreements that Lack Consideration

A

Preexisiting Duty - you are already legally bound to do

Past Consideration - exchange that has already taken place

74
Q

Gambino Building abandoning a project

A

No consideration since both parties need to receive something of value

75
Q

Promissory Estoppel - Hamer v. Sideway

A

no drinking or smoking until he turned 21

76
Q

Quantum Meruit

A

as much as he deserved

when no valid contract is presented plantiff is able to recover resonable value

76
Q

Quantum Merit vs. Promissory Estoppel

A

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
Q

Promisee

A

other party

77
Q

Promisor

A

one who makes the promise

78
Q

Creditor Beneficiary

A

A creditor beneficiary is someone who benefits from a contract because one of the parties owes them a debt or obligation

79
Q

Donee Beneficiary

A

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
Q

Delegation

A

transferring their obligations

80
Q

Incidental Beneficiary

A

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
Q

Ambiguity

A

when a provision in a contract is accidentally unclear

82
Q

Scrivener’s Error

A

typo

will reform if there is clear and convincing evidence

83
Q

Material Breach

A

is important enough to defeat an essential purpose of a contract

84
Q

Sole Discretion

A

has the right to make any decision on that issue

85
Q

Force Majeure

A

unforeseeable events or circumstances that prevent a party from fulfilling their contractual obligations

86
Q

Material Breach

A

important enough to defeat essential purpose of contact

87
Q

Boilerplate

A

help ensure clarity, fairness, and functionality in legal agreements and can reduce the risk of disputes

88
Q

Strick Liability

A

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
Q

Expectation Damages

A

expectation damages would cover the cost

90
Q

Incidental Damages

A

ex) have to pay extra shipping fees elsewhere

90
Q

Consequential Damages

A

lost profits and more indirect losses that were foreseeable

91
Q
A

Business Law and Ethics (3 decks)

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