CONTRACT Flashcards
OFFER conditions - Sales or Article 2 of UCC
- Signed and written offer
- Upto 3 months max or less if specified-offer open
- Merchant is the offeror
QUASI CONTRACT (NOT a contract) but a __________________-
REMEDY to prevent unjust enrichment
when unanimous consent of general partners is required - AGAST
A-Admitting a new partner
G-Guaranteeing the debts of a third party (suretyship
A
S
T
Shareholder vote required for
BOD, liquidating div
FIling allowed (question 6)
within 20 days of attachment
DIssenting shareholders -have right to have their shares appraised and purchased at that price
Short form mergers (e.g. 90% owned Subsidiary into a parent) generally do not require shareholder approval.
Subsidiary shareholders have right to dissent
A trustee in bankruptcy will have a subordinate claim to a prior ________
Perfected security interest
Names of the limited partners NEED NOT be listed in the certificate of limited partnership that is filed with the state and ______
GENERAL PARTNERS are the only ones that need to be listed
Limited partners do not owe fiduciary duties to the _________
partnership
(directors do, to corp)
If Limited partner acts as if he is a general partner then his liability also becomes unlimited such as ____________
General partners
Death or bankruptcy of a GENERAL PARTNER causes _____________
dissolution of the limited partnership
cumulative preferred stock -
Unsecured creditor
Ch 11 REORGANIZATION - could be both _______
voluntary or involuntary
Div and Int earned during the secured transaction are the ___________
property of the debtor
Ch 7
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.
_____________ that are beyond the scope of the powers of the corporation
Ultra vires acts
MERGER _________
the acquiring corp is held liable for all debts of the acquired corp
Depreciation recapture income
Included or part of Ordinary income of S corp
POA should be signed only by the principal and a non-attorney can be assigned POA rights.
Valid for SPECIFIC TRANSACTIONS only
Like-kind exchanges generally apply to real property (real estate), but there are certain restrictions on personal property. For example, personal property exchanges are generally not eligible after 2017 (due to tax law changes from the Tax Cuts and Jobs Act), except for exchanges of real property
Sec 1031 only applies to REAL PROPERTY
Loss or gain is deferred and not recognized in like kind exchange of REAL (Easy to remember - big real estate allowed property) until they dispose of new house in a taxable transaction.
Identification Period: The taxpayer has 45 days from the transfer of the original property to identify potential replacement properties.
Exchange Period: The taxpayer must complete the exchange within 180 days of the transfer of the original property.
Boot: If the taxpayer receives “boot” (cash or other property not like-kind), any gain to the extent of the boot received must be recognized. Boot is generally considered property that is not of the same type or quality as the property exchanged.
Gratuitous agent - duty to indemnify
Special agencies are irrevocable
Agencies coupled with interest are irrevocable.
Once principal becomes incapacitated, the agent no longer has actual or apparent authority.
If the principal received DISCHARGE in bankruptcy, the notice is NOT REQUIRED to terminate the agent’s apparent authority.
An employer (has potential liability for torts committed by an employee within scope of employment)can be held vicariously liable for the torts of an employee that occur within the scope of agency/employment.
Compensated agent - duty to compensate?
Agent’s termination is called renunciation - by the act of a party. Agent’s renunciation of the agency
Both actual and apparent authority are terminated of an agent at the time of death of either party or by operation of law.
A principal owes her agent the duty of indemnification which requires the principal to reimburse the agent for costs and liabilities incurred by the agent as a result of authorized acts on behalf of the principal.
Right of subrogation exists regardless of whether it is explicitly provided for in the surety agreement.
Best way to perfect a security interest in a NEGOTIABLE INSTRUMENT is to take possession of the instrument.
pERFECTING BY ATTACHMENT happens only the case of CONSUMER GOODS, PMSI
COrporation return = Business entertainment expense=NON-DEDUCTIBLE (both for INDIVIDUALS AND CORPORATIONS)
Non-deductible from 2018 (Business entertainment expense - cost of theater tickets)
Fully deductible on Corporation return ____________
Advertising expenses, selling, distribution and general and administrative expenses
Partnership = Inv Int expense
to be reported on Sch K
Traditional IRA - only 1 spouse can deduct if other is participating in another pension or employer’s pension plan __________
7k only not 14 k
and if AGI is exceeding
PArticipating spouse MAGI = 123000-143000
Non-participating spouse MAGI = 230000-240000
Workman’s comp payments are ________
exempt or non-taxable
Dividends paid by mutual savings banks are reported as interest and are not eligible for ____________
DRD
Ch 11 REORG PLAN
Within each cCLASS - CREDITORS - 2/3rd of total $ amount and more than 1/2 of the number of claims must approve.
Roth IRA phase outs
SINGLE 146,000-161,000
MFJ 230,000-240,000
CONTRI - 7,000 (Catch up contribution-1000 for 50 or older)
Traditional IRA
77000-88000 Single
123000-143000 - MFJ
230000-240000 (when one spouse is not participating in employer funded plan)
Bankruptcy discharges most of pre-petition debts. Nondischargeable debts include certain taxes, debts incurred by fraud, unscheduled debts, debts arising from crimes, fines and penalties, alimony/child support debts, and student loans.
Private foundations typically receive funding from a single major source, such as a family or corporation, The primary activity of most 501(c)(3) private foundations is making grants to other charitable organizations and individuals.
AOC = $2,500 per eligible student max , for first 4 years of education , student must be leading to a degree or a program. EIN required.
This credit equals 100% of the first $2,000 and 25% of the next $2,000 of adjusted qualified education expenses paid for each eligible student.
The amount of your credit is gradually reduced (phased out) if your MAGI is between $80,000 and $90,000 ($160,000 and $180,000 if you file a joint return).
You cannot claim a credit if your MAGI is $90,000 or more ($180,000 or more if you file a joint return).
LLC = $2000 per return lifetime unlimited number of years; felony drug convicted student is eligible for LLC . LLC is flexible.
The lifetime learning credit equals 20% of adjusted qualified education expenses (defined later), up to a maximum of $10,000 of adjusted qualified education expenses per return.
Therefore, the maximum lifetime learning credit you can claim on your return for the year is $2,000, regardless of the number of students for whom you paid qualified education expenses.
The amount of your credit is gradually reduced (phased out) if your MAGI is between $80,000 and $90,000 ($160,000 and $180,000 if you file a joint return). You cannot claim a credit if your MAGI is $90,000 or more ($180,000 or more if you file a joint return).
