Deck R (830-880) Flashcards
2
PIERCING THE CORPORATE VEIL CAUSES - UNDERCAPITALIZATION
- SHAREHOLDERS INVESTMENT AT TIME OF FORMATION
- INSUFFICIENT TO COVER FORESEEABLE LIABILITIES
2
SHAREHOLDER VOTING RIGHTS
DETERMINATION BY CLASS OF STOCK
- AT LEAST ONE CLASS OF STOCK MUST HAVE VOTING RIGHTS
- WHERE NOT SPECIFIED IN ARTICLES, ALL CLASSES HAVE VOTING RIGHTS
4
TO FORM A LIMITED LIABILITY PARTNERSHIP, THIS MUST BE DONE
- FILE STATEMENT OF QUALIFICATION WITH SOS
- STATEMENT MUST BE EXECUTED BY AT LEAST TWO OF THE PARTNERS
- STATEMENT MUST INCLUDE NAME AND ADDRESSES OF THE PARTNERS
- PARTNERNSHIP NAME MUST END IN LLP OR RLLP
6
ELEMENTS OF FRAUD FOR 10b-5 - MISREPRESENTATION
- INTENTIONALLY
- OR RECKLESSLLY
- MAKING MATERIAL MISREPRESENTATION
- CAUSING RELIANCE
- PROMPTING TRADE OF SECURITY
- THROUGH INTERSTATE COMMERCE
2
EXCEPTIONS TO SHAREHOLDER APPROVAL REQUIREMENT FOR MERGER
- SHAREHOLDER APPROVAL NOT NEEDED WHERE CHANGE NOT SIGNFICANT
- SHORT FORM MERGER OK WHERE 90 PERCENT OWNED OR MORE SUBSIDIARY MERGES INTO ANOTHER
1
CORPORATE CONVERSION
- ENTITY CHANGES CORPORATE FORM
3
PRINCIPAL IS LIABILE FOR ACTS OF INDEPENDENT CONTRACTORS WHERE
- ULTRAHAZARDOUS ACTIVITY
- NONDELEGABLE DUTIES
- PRINCIPAL HELD INDEPENDENT CONTRACTOR OUT AS AN AGENT (ESTOPPEL)
4
FIDUCIARY DUTIES OWED BY PARTNERS TO EACH OTHER AND THE PARTNERSHIP
- DUTY OF LOYALTY
- DUTY OF CARE
- DUTY OF DISCLOSURE
- DUTY TO ACCOUNT
5
HOW TO FORM A LLC
- FILE ARTICLES WITH SOS
- DISCLOSE NAME OF LLCS
- NAME AND ADDRESS OF REGISTERED AGENT
- NAMES OF ALL MEMBERS
- MAY ADOPT OPERATING AGREEMENT
2
ESTOPPEL - CLAIM OF PUTATIVE SPOUSE
- PARTY MAKING ASSERTION KNEW MARRIAGE WAS INVALID
- OR PARTY MAKING ASSERTION KNEW MARRIAGE WAS INVALID AND TREATED IT LIKE IT WAS VALID
3
TRANSMUTATION TO 3RD PARTIES
- NOT EFFECTIVE
- WITHOUT NOTICE
- UNLESS RECORDED
3
ADEMPTION OF SPECIFIC GIFTS - CAUSES OF ADEMPTION THAT WILL ENTITLE BENEFICIARY TO GENERAL PECUNIARY GIFT
- SPECIFIC GIFT INVOLVED SECURITIES
- CONSERVATOR SOLD SPECIFIC GIFT
- EMINENT DOMAIN TOOK SPECIFIC GIFT
2
ABATEMENT - ELEMENTS
- GIFTS ARE REDUCED TO PAY DEBTS AND LEGACIES
- THE ESTATE DOES NOT HAVE SUFFICIENT FUNDS TO PAY
2
BENEFICIARY’S INTEREST IN PROPERTY AFTER TRANSFER OF TRUST PROPERTY TO THIRD PARTY
- IF PROPERTY TRANSFERRED TO BFP FOR VALUE, BENEFICIARY’S INTEREST IS CUTOFF
- IF PROPERTY NOT TRANSFERRED TO BFP FOR VALUE, BENEFICIARY CAN SET ASIDE TRANSFER
5
FIVE PART TEST FOR PERMANENT INJUNCTION (I PUT FIVE BUCKS DOWN)
- INADEQUATE LEGAL REMEDY
- PROPERTY RIGHT IS INVOLVED
- FEASIBILITY OF COURT ENFORCEMENT
- BALANCE OF HARDSHIPS WEIGHS IN FAVOR OF GRANTING DECREE
- DEFENSES ARE NOT AVAILABLE TO OTHER PARTY
2
EQUITABLE LIEN REQUIREMENTS
- INADEQUATE REMEDY AT LAW
- MUST HAVE A TITLE TO PROPERTY FOR SECURITY INTEREST
1
RESCISSION
- PUTS PARTIES BACK INTO POSITION THEY WERE IN BEFORE CONTRACT WAS MADE
4
MERGER DOCTRINE OF LAND SALE CONTRACT AND DEED
- AFTER CLOSING
- DEED BECOMES OPERATIVE DOCUMENT
- OBLIGATIONS OF LAND SALE CONTRACT DEEMED DISCHARGED CLOSING
- UNLESS OBLIGATIONS RESTATED IN DEED
4
RECORDING STATUTES PARAGRAPH
- AT COMMON LAW, WHEN GRANTOR CONVEYED PROPERTY TWICE,
- GRANTEE FIRST IN TIME USUALLY PREVAILED.
- MODERNLY, RECORDING ACTS CHANGE THAT OUTCOME
- IN SOME CIRCUMSTANCES.
1
INQUIRY NOTICE - TITLE
- PURCHASER IS POSSESSION OF FACTS THAT WOULD CAUSE A REASONABLE PERSON TO MAKE FURTHER INQUIRY ABOUT CLAIMS ON THE PROPERTY’S TITLE
4
SPRINGING EXECUTORY INTEREST
- FUTURE INTEREST HELD BY A THIRD PARTY
- WILL DIVEST GRANTOR OF ESTATE
- AT OCCURENCE OF EVENT SET FORTH IN FEE SIMPLE SUBJECT TO EXECUTORY LIMITATION
- SPRINGING INTO EXISTENCE THE THIRD PARTY’S POSSESSORY INTEREST IN THE PROPERTY
3
DUE PROCESS CLAUSE LIMITATIONS ON STATUATORY BASES FOR PERSONAL JURISDICTION
- SUFFICIENT MINIMUM CONTACTS
- EXERCISE OF JURISDICTION IS REASONABLE
- AND DOESN’T OFFEND TRADITIONAL NOTIONS OF FAIR PLAY AND SUBSTANTIAL JUSTICE
1
CITIZENSHIP REQUIREMENTS FOR DIVERSITY OF CITIZENSHIP
- NO DEFENDANT MAY BE A CITIZEN OF THE SAME STATE AS ANY PLAINTIFF
2
AGGREGATING CLAIMS TO REACH REQUIRED 75,000 FOR DIVERSITY - PLAINTIFF MAY AGGREGATE
- MULTIPLE CLAIMS AGAINST DEFENDANT
- CLAIMS AGAINST MULTIPLE DEFENDANT TORTFEASORS
3
SUBSTITUTE SERVICE REQUIREMENTS - PRIVATE PARTY - CA - ONLY ALLOWED WHERE
- PERSONAL SERVICE CANNOT BE COMPLETED WITH REASONABLE DILIGENCE
- DEFENDANT’S RESIDENCE WITH A COMPETENT MEMBER OF HIS HOUSEHOLD OVER 18 WHO IS INFORMED OF CONTENTS
- SUMMONS AND COMPLAINT ALSO SERVED BY FIRST CLASS MAIL
3
WAIVED DEFENSES WHEN MOTION TO QUASH NOT PROPERLY FILED
- INSUFFICIENT PROCESS
- INSUFFICIENT SERVICE OF PROCESS
- LACK OF PERSONAL JX
3
STANDING - INDIVIDUAL
- ACTUAL OR IMMINENT INJURY
- INJURY CAUSED BY ALLEGED CONDUCT COMPLAINED OF
- INJURY REDRESSIBLE BY FAVORABLE DECISION
2
SUPREMACY CLAUSE - TYPES OF FIELD PREEMPTION
- EXPRESS PREEMPTION
- IMPLIED PREEMPTION
1
IMPLIED WAIVER OF MIRANDA
- UNDER BERGHUIS, SILENCE AND SUBSEQUENT SPEAKING CONSTITUTED A WAIVER OF MIRANDA.
2
DEFENSE OF ENTRAPMENT
- DEFENDANT MAY RAISE DEFENSE OF ENTRAPMENT
- WHERE CRIMINAL INTENT IS THE RESULT OF IMPROPER POLICE BEHAVIOR
1
STATEMENTS FOR MEDICAL DIAGNOSIS - FRE
- FRE ALLOWS STATEMENT REGARDING SOURCE OF CONDITION.
4
RECORDED RECOLLECTION EXCEPTION
- RECORD CONTAINS MATTERS ABOUT WHICH WITNESS ONCE HAD FIRST HAND KNOWLEDGE
- MADE WHEN MATTER STILL FRESH IN WITNESS’ MEMORY
- WITNESS TESTIFIES MEMORY IS NOW INSUFFICIENT
- BUT RECORD IS ACCURATE
3
REPUTATION CONCERNING BOUNDARIES EXCEPTION
- COMMUNITY REPUATION ABOUT BOUNDARIES
- OR CUSTOMS AFFECTING LANDS
- OR EVENTS OF GENERAL HISTORY IMPORTANT TO COMMUNITY.
2
MBE - IMMUNITY OF FEDERAL EMPLOYEES FROM STATE TAXES
- STATE TAXES ON FEDERAL CONTRACTORS AND EMPLOYEES
- FOR PERSONAL USE OR INCOME IS OK.
2
REASONABLE PERSON STANDARD FOR FINDING CONTRACTUAL INTENT
- WHERE A REASONABLE PERSON WOULD CONCLUDE A WILLINGNESS TO ENTER A BARGAIN FROM THE PARTIES’ WORDS AND ACTIONS
- SUFFICIENT INTENT TO ENTER A CONTRACT WILL BE FOUND
2
DEFENSE OF ILLEGALITY - WHERE THE DEFENSE MAY BE RAISED
- WHERE THE PARTIES DID ENTER THE CONTRACT IN PARI DELICTO
- JUSTICE DEMANDS ENFORCEMENT OF THE CONTRACT TO SOME DEGREE
2
CONSTRUCTIVE CONDITIONS
- CONDITIONS IMPLIED BY THE NATURE AND EXPRESS TERMS OF THE CONTRACT
- THAT MUST BE SATISFIED BEFORE DUTIES RIPEN.
1
EXPRESS MATERIAL CONDITION
- A MATERIAL CONDITION EMBODIED IN EXPRESS, UNEQUIVOCAL TERMS IN THE CONTRACT.
1
CA COMPETENCE INCLUDES THIS SUPERVISORY REQUIREMENT
- SUPERVISE WORK OF SUBORDINATE ATTORNEYS AND NON-LAWYER EMPLOYEES
2
JOINT CLIENTS - CAN’T REPRESENT WHERE CONCURRENT COI UNLESS
- WRITTEN CONSENT FROM BOTH CLIENTS
- LAWYER BELIEVES HE CAN COMPETENTLY REPRESENT BOTH CLIENTS
1
DUTY OF CONFIDENTIALITY - ATTORNEY MAY NOT DISCLOSE
- CLIENT’S COMMUNICATIONS MADE DURING THE REPRESENTATION
5
CONTINGENCY FEE REQUIREMENTS
- IN WRITING
- SIGNED BY THE CLIENT
- DESCRIBING DUTIES OF LAWYER AND CLIENT
- FEE OF LAWYER
- WHETHER OR NOT FEE IS BEFORE OR AFTER PAYMENT OF COSTS
2
DUTY TO MAINTAIN DIGNITY OF PROFESSION - LAWYER MUST NOT DO ANYTHING THAT
- BRINGS DISDAIN TO THE PROFESSION IN THE PUBLIC EYE
- WITHOUT JUSTIFICATION, REPRESENT ANOTHER LAWYER IS DISHONEST OR UNTRUSTWORTHY
4
LIABILITY FOR INTRUSION ARISES WHERE DEFENDANT
- INTENTIONALLY INTRUDED
- IN MANNER OFFENSIVE TO REASONABLE PERSON
- INTO PLACE WHERE PLAINTIFF’S HAD A REASONABLE EXPECTATION OF PRIVACY
- HARMING PLAINTIFF
4
LIABILITY FOR NEGLIGENT INFLICTION OF EMOTIONAL DISTRESS IS FOUND WHERE DEFENDANT
- WAS NEGLIGENT
- BYSTANDER’S PROXIMITY TO TIME AND PLACE OF NEGLIGENT ACT
- AND PROXIMITY OF RELATIONSHIP TO VICTIM
- CAUSED PLAINTIFF TO SUFFER EXTREME EMOTIONAL DISTRESS
1
MBE MISSED - ORAL AGREEMENT - OVERCOMING STATUTE OF FRAUDS WITH BUYER’S ACT - BUYER’S ACT MUST BE ________ TO AGREEMENT TO COUNT AS PART PERFORMANCE
- UNEQIVOCALLY REFERRABLE
2
MBE MISSED - PAST CONVICTIONS MAY BE USED TO IMPEACH CREDIBILITY WHERE ELEMENTS OF PRIOR CRIME INVOLVED
- DISHONEST ACT
- FALSE STATEMENT
2
CALIFORNIA VERDICT REQUIREMENTS
- 3/4 JURY FOR CIVIL
- UNANIMOUS FOR CRIMINAL
1
MBE MISSED - A STATE’S LEGISLATIVE FUNCTIONS MAY BE IMMUNE FROM FEDERAL PROSECUTION UNDER THE
- TENTH AMENDMENT
2
CIVIL CASE - CHARACTER EVIDENCE IS ONLY ADMISSIBLE WHERE CHARACTER IS
- AT ISSUE
- AN ESSENTIAL ELEMENT OF THE CASE
1
REQUIREMENT FOR VOLUNTARY CORPORATE DISSOLUTION
- MAJORITY VOTE APPROVING DISSOLUTION BY DIRECTOR AND SHAREHOLDERS
