deck N (667-717) Flashcards
2
REQUIREMENTS FOR SHAREHOLDER VALIDATION OF FUNDAMENTAL CORPORATE CHANGES
- MAJORITY VOTE
- OF ALL OUTSTANDING SHARES TO VALIDATE
6
MEANS OF TERMINATING ACTUAL IMPLIED AUTHORITY (BLO-CHU)
- BREACH OF AGENT’S FIDUCIARY DUTIES
- LAPSE OF STATED PERIOD OR REASONABLE TIME
- OPERATION OF LAW (DEATH, BK)
- CHANGED CIRCUMSTANCES
- HAPPENING OF A SPECIFIC EVENT
- UNILATERAL TERMINATION BY EITHER PARTY
2
REQUIREMENTS FOR FORMING A GENERAL PARTNERSHIP
- NO FORMALITIES
- ONLY INTENT TO OPERATE A FOR PROFIT BUSINESS AS CO-OWNERS
2
PREMARITAL AGREEMENT RECEIPT REQUIREMENTS - RECIPIENT MUST DECLARE
- RECEIPT OF DISCLOSURE IN WRITING
- NAME OF PARTY DELIVERING DISCLOSURE IN WRITING
4
FIDUCIARY DUTIES OWED BY SPOUSES - FULL DISCLOSURE OF MATERIAL FACTS - SPOUSES MUST DISCLOSE
- COMMUNITY ASSETS
- COMMUNITY DEBTS
- PROVIDE EQUAL ACCESS TO THIS INFORMATION
2
COMMUNITY PROPERTY CONTRIBUTIONS TOWARD A SPOUSE’S SEPARATE PROPERTY - BUSINESS -
WHEN TO USE PEREIRA
- MOST VALUABLE FACTOR OF APPRECIATION WAS SPOUSE’S LABOR
- FAVORS COMMUNITY
3
COMMUNITY PROPERTY CONTRIBUTIONS TOWARD A SPOUSE’S SEPARATE PROPERTY - BUSINESS -
WHEN TO USE VAN CAMP
- WHEN CHARACTER OF BUSINESS THE CAUSE FOR ITS GROWTH
- SPOUSE WAS WELL COMPENSATED DURING THE MARRIAGE
- COMMUNITY ALREADY BENEFITED FROM BUSINESS
4
ANTILAPSE
- BENEFICIARY PREDECEASES TESTATOR
- BENEFICIARY’S LINEAL DEPENDENTS TAKE HER PLACE
- WHERE BENEFICIARY RELATED TO TESTATOR OR TESTATOR’S SURVIVING, FORMER OR DECEASED SPOUSE
- UNLESS TESTATOR EXPRESSED CONTRARY INTENTION IN WILL
3
TESTAMENTARY TRUST
- CREATED BY WILL
- WILL CONTAINS MATERIAL PROVISIONS OF TRUST
- TRUST ARISES WHEN TESTATOR DIES
3
MODIFICATION OR REVOCATION OF TRUST
- MAJORITY RULE - ONLY WHERE SETTLOR EXPRESSLY RESERVES POWER IN TRUST
- MINORITY RULE AND CA - TRUSTS ARE ALWAYS REVOCABLE UNLESS EXPRESSLY STATED OTHERWISE IN TRUST
- COURTS CAN MODIFY TRUSTS TO MEET SETTLOR’S INTENT
6
REMEDY OPTIONS FOR BREACH OF TRUST
- DAMAGES
- CONSTRUCTIVE TRUST
- TRACING AND EQUITABLE LIEN
- RATIFY TRANSACTION AND WAIVE BREACH
- SUE FOR RESULTING LOSS
- REMOVE TRUSTEE
2
PURE ECONOMIC LOSS IN TORT RECOVERY
- NOT USUALLLY RECOVERABLE ABSENT A SHOWING OF PROPERTY LOSS OR PERSONAL INJURY
- UNLESS TORT OF INTENTIONAL INTERFERENCE WITH BUSINESS RELATIONS
7
TYPES OF CONTRACT DAMAGES
- EXPECTATION DAMAGES
- CONSEQUENTIAL DAMAGES
- INCIDENTAL DAMAGES
- RELIANCE DAMAGES
- LIQUIDATED DAMAGES
- NOMINAL DAMAGES
- PUNITIVE DAMAGES
5
POTENTIAL LIMITATIONS ON CONTRACT DAMAGES
- CAUSATION
- FORESEEABILITY
- CERTAINTY
- UNAVOIDABLE
- LIQUIDATED DAMAGES CLAUSE
4
FEE SIMPLE DETERMINABLE - OTFC
- OWNERSHIP - POTENIALLY INFINITE, SUBJECT TO OCCURENCE OF POSSIBLE EVENT
- TRANSFERABILITY - ALIENABLE, DEVISABLE, DESCENDIBLE, SUBJECT TO CONDITION
- FUTURE INTEREST GRANTOR OWNS - POSSIBILITY OF REVERTER
- CREATED BY - WORDS OF DURATION
4
REMAINDER ELEMENTS
- FUTURE INTEREST HELD BY A THIRD PARTY
- BECOMES POSSESSORY AT EXPIRATION OF A PRIOR POSESSORY ESTATE
- CANNOT DIVEST PRESENT INTEREST HOLDER OF POSSESSORY RIGHTS.
- NEVER FOLLOWS A DEFEASIBLE FEE.
4
A SHIFTING EXECUTORY INTEREST IS A
- FUTURE INTEREST IN PROPERTY HELD BY A THIRD PARTY
- THAT WILL DIVEST A ;POSSESSORY GRANTEE OF FEE SIMPLE SUBJECT TO EXECUTORY LIMITATION OF HIS INTEREST IN THE PROPERTY
- UPON OCCURENCE OF THE EXECUTORY LIMITATION
- SHIFTING THE POSSESSORY PRESENT INTEREST IN THE PROPERTY TO THE THIRD PARTY
1
AMELIORATIVE WASTE REMEDY FOR TENANT
- TENANT MUST RESTORE PREMISES TO THEIR ORIGINAL CONDITION
3
EASEMENT CREATION BY IMPLICATION
- PREEXISTING REASONABLE USE OF A SINGLE TRACT
- SINGLE TRACT IS DIVIDED
- EASEMENT REASONABLY NECESSARY TO DOMINANT TRACT’S USE AND ENJOYMENT OF PROPERTY
4
EQUITABLE SERVITUDES - REQUIREMENTS FOR BURDEN TO RUN WITH THE LAND
- WRITING
- INTENT TO BIND SUCCESSORS-IN-INTEREST
- TOUCH AND CONCERN
- NOTICE
2
RIPARIAN RIGHTS - PRIOR APPROPRIATION DOCTRINE
- OWNER OF RIPARIAN LAND MUST GET A PERMIT TO USE WATER.
- PRIORITY OF WATER USE IS DETERMINED BY CHRONOLOGY OF PERMIT DATE.
3
FEDERAL QUESTION CATEGORIES
- US CONSTITUTION
- FEDERAL LAWS
- TREATIES
2
ESTIMATING VALUE OF EQUITABLE CLAIM TO REACH 75,000 FOR DIVERSITY JURISDICTION
- VALUE OF HARM SUFFERED BY PLAINTIFF
- COST OF COMPLIANCE WITH ORDER FOR EQUITABLE RELIEF
1
CORPORATION’S RESIDENCE FOR VENUE OF FEDERAL COURT IS ESTABLISHED BY
- WHERE THEY ARE SUBJECT TO PERSONAL JX AT THE TIME OF FILING.
4
ERIE DOCTRINE - WHEN NO FEDERAL DIRECTIVE ON POINT, WHETHER A LAW IS SUBSTANTIVE OR PROCEDURAL IS DETERMINED BY
- WHETHER OR NOT THE LAW APPLIED WOULD AFFECT THE CASE OUTCOME
- IF YES, APPLY STATE LAW
- TO DETER FORUM SHOPPING
- AND PREJUDICE AGAINST THE PARTIES
2
ORDER OF DECISIONS IN CALIFORNIA TRAIL (EQUITY AND FACT)
- COURT DECIDES EQUITABLE ISSUES FIRST
- JURY DECIDES FACTS SECOND
2
CORPORATE OFFICERS - REMOVAL AND RESIGNATION
- MAY BE REMOVED WITH SHAREHOLDER VOTE
- MAY RESIGN WITH NOTICE
2
SUPREMACY CLAUSE - FIELD PREEMPTION - EXPRESS PREEMPTION OCCURS WHEN FEDERAL STATUTE
- EXPLICITLY CONFIRMS
- CONGRESS’ INTENT TO PREEMPT STATE LAW
3
SEARCH AND SEIZURE - REASONABLE EXPECTATION OF PRIVACY IN HOME INCLUDES
- THE HOME AND ITS CURTILAGE
- OVERNIGHT GUESTS AT HOME
- OWNERSHIP OF HOME
2
WARRANT REQUIREMENTS FOR EAVEDROPPING AND WIRETAPPING
- WIRETAPPING AND EAVESDROPPING REQUIRE A WARRANT
- BUT COMMMUNICATION ASSUMES A RISK THAT RECIPIENT IS BEING WIRETAPPED OR EAVESROPPED.
2
CONSPIRACY’S END
- CONSPIRACY ENDS WHEN GOAL IS ATTAINED
- OR GOAL IS ABANDONED.
3
ATTEMPT CRIME
- SPECIFICALLY INTENDED
- SUBSTANTIAL STEP TAKEN TOWARD
- A CRIMINAL OBJECTIVE
2
AT COMMON LAW, PRINCIPAL IN THE SECOND DEGREE IS A PARTY WHO
- HELPS THE PRINCIPAL COMMIT THE CRIME
- IS PRESENT DURING THE COMMISSION OF THE CRIME
2
SPECIFIC INTENT CRIME
- A SPECIFIC INTENT CRIME REQUIRES THE MENS REA TO COMMIT THE LEGALLY PROSCRIBED CONDUCT
- IN ORDER TO ACHIEVE A SPECIFIC PURPOSE.
1
PARTY ADMISSION
- Any statement made by a party is admissible if offered against the party.
1
CEC DIFFERENCE FROM FRE FOR VICARIOUS PARTY ADMISSION
- CEC ALLOWS VICARIOUS PARTY ADMISSION IF ONLY BASIS FOR RESPONDEAT SUPERIOR.
2
MBE - DEFENDANT MAY OFFER PROOF OF HIS GOOD CHARACTER USING TESTIMONY ABOUT THESE TWO THINGS
- TESTIMONY ABOUT THE DEFENDANT’S REPUTATION
- TESTIMONY IN THE FORM OF OPINION
3
IMPLIED-IN-FACT CONTRACT
- WHERE ONE PARTY ACTS TO CONVEY A BENEFIT TO ANOTHER PARTY WITH A REASONABLE EXPECTATION OF COMPENSATION
- THE OTHER PARTY ACCEPTING THE BENEFIT WITH KNOWLEDGE OF THE EXPECTATION
- THE FACTS WILL IMPLY A LEGALLY BINDING CONTRACT EVEN THOUGH NO FORMAL AGREEMENT EXISTS.
2
REQUIREMENT OF PERSONAL SATISFACTION WHERE NOT AN EXPRESS MATERIAL CONDITION OF THE CONTRACT
- COURTS GENERALLY HOLD PERSONAL SATISFACTION PROMISES TO BE COVENANTS TO PERFORM IN A MANNER SATIFSACTORY TO THE REASONABLE PERSON
- UNLESS THE SERVICE TO BE RENDERED IS ONE HIGHLY SUBJECT TO PERSONAL TASTE.
3
WHO IS AN ASSIGNEE
- A PARTY ASSIGNED PROMISEE’S CONTRACT RIGHTS
- BY PROMISEE’S CLEAR EXPRESSION OF INTENT TO ASSIGN RIGHTS
- WHO MAY SEEK DAMAGES FOR BREACH FROM PROMISOR
2
WHAT EFFECT DOES ASSIGNMENT HAVE ON PROMISEE’S RIGHTS?
- EXTINGUISHES PROMISEE’S RIGHTS
- PROMISOR IS ONLY LIABLE TO ASSIGNEE.
2
RATIFICATION
- THE ACT OF AFFIRMING A PREVIOUSLY VOIDABLE CONTRACT
- MAKING IT ENFORCEABLE AT LAW AGAINST RATIFYING PARTY.
1
WHAT IS A “LOST VOLUME SELLER”?
- A SELLER WHO IS DENIED MULTIPLE SALES AND PROFIT BY A BREACHING BUYER
3
DUTY OF LOYALTY - CONFLICTING INTEREST MUST NOT BELONG TO
- LAYWER
- ONE OF THE LAWYER’S OTHER CLIENTS
- A THIRD PARTY WITH WHOM THE LAYWER IS CLOSELY RELATED
4
PERMISSIVE WITHDRAWAL TRIGGERS
- MENTAL OR PHYSICAL CONDITION MAKES REPRESENTATION DIFFICULT
- CLIENT FREELY AGREES TO TERMINATION
- CLIENT WANTS UNETHICAL OR MORALLY REPUGNANT COURSE OF ACTION THAT ATTORNEY DISAGREES WITH
- CLIENT MAKES REPRESENTATION UNREASONABLY DIFFICULT TO CONTINUE
1
WHERE DEFAMATORY STATEMENT IS OF PUBLIC INTEREST, BURDEN OF PROOF IS ON
- PLAINTIFF TO PROVE FALSITY
3
STRICT LIABILITY TRIGGERS
- ABNORMALLY DANGEROUS ACTIVITIES
- WILD ANIMALS
- KNOWN DANGEROUS DOMESTIC ANIMALS
1
MODERN DUTY OF LANDOWNERS
- GENERAL DUTY OF CARE TO THOSE OFF AND ON THE LAND
3
DEFENSES TO PRODUCTS DEFECT STRICT LIABILITY
- MISUSE
- ASSUMPTION OF RISK
- CONTRIBUTORY NEGLIGENCE/COMPARATIVE FAULT
2
DIVERSITY - POTENTIAL LOSS WHERE DAMAGES AWARDED ARE LESS THAN 75,000
- IF BAD FAITH PROVEN
- DEFENDANT WILL RECEIVE AN AWARD OF ATTORNEYS FEES AND COSTS
4
CAUSES OF JUDICIAL DISSOLUTION OF CORPORATION - COURT WILL FORCE DISSOLUTION WHERE
- FRAUD
- ULTRA VIRES ACTION
- MISCONDUCT
- CREDITORS SEEKING TO ENFORCE JUDGMENT
