deck G (305-360) Flashcards
2
PRE-INCORPORATION PROMOTER DUTIES
- DUTY OF GOOD FAITH
- DUTY OF NO SECRET DEALINGS FOR PERSONAL PROFIT
3
REQUIREMENTS FOR CORPORATE ACTION AT DIRECTION OF BOARD OF DIRECTORS
- AT A PROPERLY NOTICED MEETING
- WITH MAJORITY OF BOARD OF DIRECTORS
- THE MAJORITY VOTES TO TAKE ACTION
2
CORPORATE DIRECTORS AND OFFICERS DUTY OF CARE - DIRECTORS AND OFFICERS MUST
- ACT AS A REASONABLY PRUDENT PERSON WOULD ACT
- UNDER SIMILAR CIRCUMSTANCES
2
EFFECT OF CREATING A SELF-DEALING CONTRACT
- CONSIDERED CONFLICT OF INTEREST
- CONTRACT IS PRESUMED VOIDABLE
2
SHAREHOLDER LAWSUIT - DIRECT SUIT - SHAREHOLDER BRINGS SUIT FOR
- FOR BREACH OF FIDUCIARY DUTY
- DIRECTLY OWED TO THE SHAREHOLDER
2
FIDUCIARY DUTIES - PARTNERSHIP - DUTY TO ACCOUNT- TO REMEDY BREACH, PARTNERS MAY
- BRING ACTIONS FOR LOSSES CAUSED BY OTHER PARTNER’S BREACH
- REMEDY IS DISGORGEMENT OF ILL-GOTTEN PROFITS BACK TO THE PARTNERSHIP
6
LIMITED PARTNERS IN A LIMITED PARTNERSHIP HAVE THESE RIGHTS
- ACCOUNTING
- TRANSFER SHARES (UNLESS OTHERWISE AGREED)
- MANAGE AS REASONABLE TO PROTECT INVESTMENT
- CONSENT TO WAIVE OTHER PARTNER’S OBLIGATIONS
- DISTRIBUTION BASED ON CONTRIBUTION
- TRANSFER DISTRIBUTION RIGHTS
1
CORPORATE BONDS
- DEBT OBLIGATION OF CORPORATION
4
WHEN A SECURITY IS REQUIRED TO BE REGISTERED WITH THE SEC
- IF IT IS PUBLICLY TRADED
- IF IT SOLD BY AN ISSUING COMPANY
- A SECURITIES DEALER
- OR A SECURITIES UNDERWRITER
2
JUDICIAL EFFECTS OF FINDING NO VIOLATION OF THE BUSINESS JUDGMENT RULE
- COURT WILL NOT FIND BUSINESS ACTORS PERSONALLY LIABLE
- COURT WILL NOT INTERVENE IN BUSINESS MANAGEMENT DECISIONS
3
QUASI-MARITAL PROPERTY IS PROPERTY AQUIRED DURING
- A VOID OR VOIDABLE MARRIAGE
- BELONGING TO A PUTATIVE SPOUSE
- WOULD HAVE BEEN CP OR QCP IF MARRIAGE WAS VALID
3
SPECIAL CLASSIFICATIONS - PENSION PLANS - RESERVATION OF JURISDICTION APPROACH - FORMULA FOR FINDING CP PERCENTAGE
- DIVIDE TOTAL NUMBER OF YEARS MARRIED WHILE EARNING PENSION
- (END POINT IS COMMENCEMENT OF SEPARATION)
- BY TOTAL YEARS SPOUSE EARNED PENSION
7
SEPARATE PROPERTY - CLASSIFICATIONS
- PROPERTY OWNED BY SPOUSE BEFORE MARRIAGE
- GIFT
- BEQUEST
- DEVISE
- DESCENT
- RENTS, ISSUES AND PROFITS OBTAINED FROM SP
- PROPERTY ACQUIRED AFTER PERMANENT SEPARATION
2
ADEMPTION OCCURS WHEN
- PROPERTY HAS CHANGED FORM
- FROM THE TIME IT WAS IDENTIFIED IN THE WILL
3
SECRET TRUST
- SETTLOR LEAVES PROPERTY TO LEGATEE IN WILL
- W/OUT MANIFESTATION OF INTENT IN WILL TO CREATE TRUST
- BUT RELIES ON UNDERSTANDING W/LEGATEE TO HOLD PROPERTY IN TRUST FOR THIRD PARTY BENEFICIARIES.
4
SEMI-SECRET TRUST- ELEMENTS AND SPLIT JURISDICTIONAL TREATMENT
- TESTATOR DEVISES PROPERTY TO BE HELD IN TRUST.
- BUT DOES NOT IDENTIFY THE BENEFICIARY OF THE PROPERTY.
- MAJORITY OF JURISIDCTIONS INVALIDATE AND CREATE RESULTING TRUST
- MINORITY OF JURSIDICTIONS ALLOW EXTRINSIC EVIDENCE TO PROVE BENEFICIARY’S IDENTITY.
3
TO ADMINISTER TRUST - TRUSTEE HAS ALL POWERS
- EXPRESSLY ENNUMERATED IN TRUST
- EXPRESSLY ENUMERATED AT LAW
- IMPLED BY TRUST AS NECESSARY AND APPRORIATE TO CARRY OUT TERMS OF TRUST
2
GENERAL DAMAGES
- FLOW TO ANY PLAINTIFF AS A NATURAL RESULT OF TORT
- NONECOMONIC
2
COMPENSATORY DAMAGES FOR TORT
- MONETARY COMPENSATION
- AWARDED TO RETURN PLAINTIFF TO THE POSITION HE WAS IN BEFORE THE TORT OCCURRED.
1
THE PRESENT COVENANTS CONTAINED IN WARRANTY DEEDS ARE BREACHED AT THE TIME
- THE DEED IS DELIVERED
1
NOTICE STATUTE
- SUBSEQUENT BFP WITHOUT NOTICE PREVAILS OVER PRIOR GRANTEE WHO FAILED TO RECORD
1
RECORD/CONSTRUCTIVE NOTICE OF TRANSACTION
- PRIOR INTEREST WAS PROPERLY RECORED WITHIN CHAIN OF TITLE
3
TYPES OF FEE SIMPLE DEFEASIBLE
- FEE SIMPLE DETERMINABLE
- FEE SIMPLE TO SUBJECT TO CONDITION SUBSEQUENT
- FEE SIMPLE SUBJECT TO AN EXECUTORY LIMITATION
2
RULE AGAINST PERPETUITIES
- NO INTEREST IS GOOD
- UNLESS IT VESTS WITHIN 21 YEARS OF SOME LIFE IN BEING AT THE CREATION OF THE INTEREST
1
SUBLEASE DEFINTION
- A SUBLEASE IS A TRANSFER OF ANYTHING LESS THAN THE ENTIRE INTEREST REMAINING ON A LEASE TERM.
1
FEDERAL COURT - APPROPRIATE VENUE WHERE THERE ARE MULTIPLE DEFENDANTS
- VENUE IS APPROPRIATE IN ANY OF THE DISTRICTS WHERE ANY OF THE DEFENDANTS RESIDE.
3
CA COURT’S CRITERIA FOR ANALYZING “COMMON COMMUNITY OF INTEREST” FOR CLASS ACTION REQUIREMENT.
- DO COMMON QUESTIONS OF LAW OR FACT PREDOMINATE?
- IS THE CLASS REPRESENTATIVE ADEQUATE?
- WILL THE CLASS EXISTENCE OFFER SUBSTANTIAL BENEFIT TO THE PARTIES AND THE COURT?
1
FEDERAL RIGHT TO JURY TRIAL GRANTED BY
- SEVENTH AMENDMENT
4
EXCEPTIONS TO THE FINAL JUDGMENT RULE - FED
- INJUNCTIONS
- COLLATERAL ORDERS
- EXTRAORDINARY WRIT
- ONE CLAIM OR PARTY IS RESOLVED AND JUDGE MAKES EXPRESS DETERMINATION OF RESULTION
1
COLLATERAL ESTOPPEL/ISSUE PRECLUSION DEFINITION
- BARS RELITIGATION OF A SPECIFIC ISSUE
2
FREE EXERCISE CLAUSE GRANTS THE FREEDOM TO
- BELIEVE ANY RELIGION
- CONDUCT ONE’S SELF IN ACCORDANCE WITH ANY RELIGION
5
FREEDOM OF SPEECH - UNPROTECTED SPEECH CATEGORIES
- SPEECH INCITING IMMINENT LAWLESS ACTION
- FIGHTING WORDS
- OBSCENITY
- DEFAMATION
- MOST COMMERCIAL SPEECH
1
FREEDOM OF ASSOCIATION LIMITATIONS MUST SERVE
- COMPELLING GOVERNMENT INTEREST
1
EQUAL PROTECTION CLAUSE - QUASI-SUSPECT CLASSES RECEIVE THIS LEVEL OF REVIEW
- INTERMEDIATE SCRUTINY
1
POLICE MUST DO THIS BEFORE ENTERING PREMISES WITH A SEARCH WARRANT
- KNOCK AND ANNOUNCE
2
SEARCH WARRANT EXCEPTION - AUTOMOBILE
- PROBABLE CAUSE EXISTS TO BELIEVE VEHICLE CONTAINS EVIDENCE OF CRIME
- EXTENDS TO ANY CONTAINER IN VEHICLE
6
EXCEPTIONS TO FRUIT OF POISONOUS VINE RULE
- INDEPENDENT SOURCE
- INEVITABLE DISCOVERY
- PURGED TAINT
- IMPEACHMENT
- CIVIL HEARINGS
- PAROLE PROCEEDINGS
3
ESTABLISHING FRAUDULENT JOINDER TO DEFEATE DIVERSITY
- NO POSSIBLIITY OF ESTABLISHING CAUSE OF ACTION AGAINST JOINDED DEFENDANT
- FRAUDULENTLY PLED JURISDICTIONAL FACTS TO BRING DEFENDANT INTO ACTION
- MISJOINDER IS EGREGIOUS
3
DEFENSE OF DURESS - CRIMINAL LAW - DEFENDANT MAY RAISE THE DEFENSE OF DURESS WHERE
- CRIME WAS COMMITTED DUE TO IMPLIED OR EXPRESS THREAT OF IMMINENT HARM
- TO DEFENDANT OR OTHERS
- UNLESS CRIME COMMITTED WAS MURDER.
2
STATE OF MIND EXCEPTION ONLY ADMISSIBLE WHEN
- STATE OF MIND WAS DIRECTLY AT ISSUE
- OFFERED TO SHOW INTENT FOR SUBSEQUENT ACTS
1
MAILBOX RULE REVOCATION
- REVOCATION IS EFFECTIVE UPON RECEIPT.
2
CA WILL ALLOW FEE SPLITTING WITH NON-LAWYERS ONLY WHERE
- CALBAR REFERRAL SERVICE
- DECEASED ATTORNEY’S ESTATE
2
WHO MAY BRING A PUBLIC NUISANCE CLAIM
- TYPICALLY GOVERNMENT ACTORS
- PRIVATE PARTIES CAN BRING ACTION WHERE THEY SUFFERED UNIQUE DAMAGES.
1
PUBLIC DISCLOSURE OF PRIVATE FACTS - LIABILITY ARISES WHERE
- DEFENDANT DISCLOSES PRIVATE FACTS ABOUT THE PLAINTIIFF THAT A REASONABLE PERSON WOULD FIND EMBARASSING.
1
COMMON LAW DUTY TO UNKNOWN TRESPASSERS
- NO DUTY
2
IN SOME JURISDICTIONS, LIABILITY WILL ARISE FOR NEGLIGENT INFLICTION OF EMOTIONAL DISTRESS FOR
- NEGLIGENT MISHANDLING OF A CORPSE
- MISDIAGNOSIS OF HARMFUL CONTAGIOUS DISEASE
2
MBE MISSED - FACTUAL IMPOSSIBLITY VS. LEGAL IMPOSSIBLITY DEFENSE
- LEGAL IMPOSSIBILITY IS A VALID DEFENSE OCCURRING WHEN DEFENDANT INTENDS TO COMMIT AN ACT THAT ISN’T ACTUALLY ILLEGAL VS.
- FACTUAL IMPOSSIBILITY IS NOT A VALID OFFENSE OCCURRING WHEN DEFENDANT CAN’T COMPLETE A CRIME DUE TO FACTS NOT KNOWN TO HIM AT TIME OF ATTEMPT
1
TO SUCCESSFULLY CONTEST A NO CONTEST CLAUSE, THE FORFEITED BENEFICIARY MUST HAVE
- PROBABLE CAUSE
1
MBE MISSED - OFFERS TO COMPROMISE ARE ONLY INADMISSIBLE WHEN THE CLAIM IS
- DISPUTED
2
OBJECTION - USES FACTS NOT IN EVIDENCE IS USED WHEN
- LAWYER USES QUESTIONS ON DIRECT EXAMINATION
- THAT ARGUE ISSUES OF CASE OR FACTS
