CONTRACT

Question 1

OFFER conditions - Sales or Article 2 of UCC

Answer 1

1. Signed and written offer
2. Upto 3 months max or less if specified
3. Merchant is the offeror

Question 2

QUASI CONTRACT (NOT a contract) but a __________________-

Answer 2

REMEDY to prevent unjust enrichment

Question 3

when unanimous consent of geenral partners is required - AGAST

Answer 3

A-Admitting a new partner

G-Guaranteeing the debts of a third party (suretyship
A
S
T

Question 4

Shareholder vote required for

Answer 4

BOD, liquidating div

Question 5

FIling allowed (question 6)

Answer 5

20 days of attachment

Question 6

DIssenting shareholders -have right to have their shares appraised and purchased at that price

Answer 6

Short form mergers (e.g. 90% owned Subsidiary into a parent) generally do not require shareholder approval.

Question 7

Means test bankruptcy

Question 8

A trustee in bankruptcy will have a subordinate claim to a prior ________

Answer 8

Perfected security interest

Question 9

Names of the limited partners NEED NOT be listed in the certificate of limited partnership that is filed with the state

Answer 9

GENERAL PARTNERS are the only ones that need to be listed

Question 10

Limited partners do not owe fiduciary duties to the _________

Answer 10

partnership

(directors do, to corp)

Question 11

If Limited partner acts as if he is a general partner then his liability also becomes unlimited such as ____________

Answer 11

General partners

Question 12

Death or bankruptcy of a GENERAL PARTNER causes _____________

Answer 12

dissolution of the limited partnership

Question 13

cumulative preferred stock -

Answer 13

Unsecured creditor

Question 14

Ch 11 - could be both _______

Answer 14

voluntary or involuntary

Question 15

Div and Int earned during the secured transaction are the ___________

Answer 15

property of the debtor

Question 16

Ch 7

Answer 16

Trustee could either be appointed by the courts or elected by the creditors.
with court approval and without the need of oversight by the creditors.

Question 17

_____________ that are beyond the scope of the powers of the corporation

Answer 17

Ultra vires acts

Question 18

MERGER _________

Answer 18

the acquiring corp is held liable for all debts of the acquired corp

Question 19

Depreciation recapture income

Answer 19

Included or part of Ordinary income of S corp