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-offer open
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 general 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

within 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.

Subsidiary shareholders have right to dissent

Question 7

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

Answer 7

Perfected security interest

Question 8

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

Answer 8

GENERAL PARTNERS are the only ones that need to be listed

Question 9

Limited partners do not owe fiduciary duties to the _________

Answer 9

partnership

(directors do, to corp)

Question 10

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

Answer 10

General partners

Question 11

Death or bankruptcy of a GENERAL PARTNER causes _____________

Answer 11

dissolution of the limited partnership

Question 12

cumulative preferred stock -

Answer 12

Unsecured creditor

Question 13

Ch 11 REORGANIZATION - could be both _______

Answer 13

voluntary or involuntary

Question 14

Div and Int earned during the secured transaction are the ___________

Answer 14

property of the debtor

Question 15

Ch 7

Answer 15

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 16

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

Answer 16

Ultra vires acts

Question 17

MERGER _________

Answer 17

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

Question 18

Depreciation recapture income

Answer 18

Included or part of Ordinary income of S corp

Question 19

POA should be signed only by the principal and a non-attorney can be assigned POA rights.

Answer 19

Valid for SPECIFIC TRANSACTIONS only

Question 20

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

Answer 20

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.

Question 21

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.

Answer 21

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.

Question 22

Right of subrogation exists regardless of whether it is explicitly provided for in the surety agreement.

Answer 22

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

Question 23

COrporation return = Business entertainment expense=NON-DEDUCTIBLE (both for INDIVIDUALS AND CORPORATIONS)

Answer 23

Non-deductible from 2018 (Business entertainment expense - cost of theater tickets)

Question 24

Fully deductible on Corporation return ____________

Answer 24

Advertising expenses, selling, distribution and general and administrative expenses

Question 25

Partnership = Inv Int expense

Answer 25

to be reported on Sch K

Question 26

Traditional IRA - only 1 spouse can deduct if other is participating in another pension or employer's pension plan __________ 7k only not 14 k

Answer 26

and if AGI is exceeding PArticipating spouse MAGI = 123000-143000 Non-participating spouse MAGI = 230000-240000

Question 27

Workman's comp payments are ________

Answer 27

exempt or non-taxable

Question 28

Dividends paid by mutual savings banks are reported as interest and are not eligible for ____________

Answer 28

DRD

Question 29

Ch 11 REORG PLAN

Answer 29

Within each cCLASS - CREDITORS - 2/3rd of total $ amount and more than 1/2 of the number of claims must approve.

Question 30

Roth IRA phase outs

Answer 30

SINGLE 146,000-161,000 MFJ 230,000-240,000 CONTRI - 7,000 (Catch up contribution-1000 for 50 or older)

Question 31

Traditional IRA

Answer 31

77000-88000 Single 123000-143000 - MFJ 230000-240000 (when one spouse is not participating in employer funded plan)

Question 32

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.

Answer 32

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.

Question 33

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).

Answer 33

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).