Feb 2013 Flashcards
S sued P for SP of agreement on the house.
P counterclaimed for SP of agreement to see tract.
Likely outcome of each?
To grant SP, need to show:
- valid and enforceable contract
- both parties have obligations to perform under K
- No adequate remedy at law
2 defenses to SP of house:
- title not marketable
- property no longer in condition that it was at time of contract
SP of oral K to sell land can be granted if:
- terms of oral agreement are certain and definite
- large amount of money expended in contemplation of closing sale + consent of S
- refusal to order SP would operate as fraud on B
Judicial remedy to require county planning director to approve an application?
Writ of mandamus; declaratory judgment; if no action from county in 60 days, petition Circuit Court to decide
Writ of mandamus
Where to appeal to if County disapproves application?
Circuit Court for arbitrary or capriciuous/improper
Petition for appeal must be filed within
3 months of entry of Circuit Court order being appealed
If contract to make reciprocal will was contractual, then can be enforced
In equity
Pretermitted heir only if born
after will was made
Can only reject late delivered installment of K if
late delivery substantially impairs value
Measure of damages if cancelling instalment K
Market price - contract price + lost profits
How to remove directors of a shareholder corp?
- meeting specially called for that purpose
- majority vote of shareholders
- doesn’t need to be for cause
What judicial remedy to get distribution equivalent to portion of value that their shares represent?
Judicial dissolution. Court can dissolve privately held corporation if controlling shareholders are engaging in oppressive conduct.
Can remaining SH elect to purchase shares of the other SHs during dissolution?
Yes, purchase at fair value.
SI is what kind of issue?
SMJ issue and so can’t be waived, absent legislative action
VA Tort Claims Act
waives sovereign immunity of Cth for negligent or wrongful acts or omissions of its employees, acting within scope of their employment and subject Cth to liability of up to $100K to same extent private person would be liable
What does VA tort claims act NOT waive SI for
Anything NOT Cth (e.g. county, city, town)
I.e. Cth doesn’t get sovereign immunity for its employees’ negligence/wrongdoing, but smaller governments still do
Cities and towns lose SI for gross negligence claims?
Yes
Bank can reach what of a LLC member?
Only the income of the member receives, not the member’s ownership
Can creditor access property with multiple owners?
Yes, can docket its judgment in circuit court clerk’s office where land is sitauted and bring
- equitable action to partition interest and then
- enforce it by judicial sale if rents and profits will not satisy J in 5 years
What happens to a corporation that has been involuntarily dissolves?
- Passes automatically to the directors as trustees in liquidation
- directors pay off any creditors
- directors distribute the rest to shareholders
Voluntary conveyance
When a conveyance leaves Dan insolvent or he was insolvent at time of the conveyance
Fraudulent conveyance
When conveyance was clearly done with intent to defraud
Creditor can do what when there’s a fraudulent or voluntary conveyance
Move to set aside the conveyance and
request writ of exectuion from court, put up bond for Sheriff, ask Sheriff to sell
Motion to transfer venue - what 2 grounds?
- improper venue or
- convenience
Venue is proper where
- Substantial part of COA arose or
- where all Ds reside
