Final Flashcards
Fully Disclosed Principal
states that they are acting as agent and who for; agent not liable
Partially disclosed Principal
states that they are acting as agent but who for; agent liable
Undisclosed Principal
doesn’t state that they are an agent at all; agent
Limited Partnership Liability
general partners are responsible for the debts and obligations of the partnership. limited partner is not
Preferred Shareholders
First to get dividends and distributions
no right to vote unless big company decision; changing line of business, sell substantial amount of assets
Shareholder Derivative Action
Has the right to sue a person who has harmed the company on behalf of the company
-has to be a shareholder at the time of the incident
-fairly and accurately represent the interests of the corporations
-has to first make a demand of the corporation to take an action against the person. Board can refuse to do so or just wait 90 days
Business Judgement Rule
bad decision but in good faith is okay
Quorum
50% of board members
-need to be present before meeting
-need majority of original quorum number to pass
Element of an Implied-in-Fact Contract
-Person A furnishes goods or services to person B
-Person A expects to be paid
-Person B knows that they do
-Person B has a chance to reject it
Offers
-effective when received
-termination is effective when received
Mailbox Rule
Acceptance effective when sent
Legal Value
-Forbearance - not doing something that you have a legal right to do
-Promise to perform
-actual performance
-tangible payment
Bargained for Exchange
past consideration (action) doesn’t count
Settlement Agreements (accord and satisfaction)
debt or underlying obligation has to be in dispute over how much the debt is. Both parties have to give up something
Promissory Estoppel
not valid consideration but there is reasonable and substantial reliance on that promise
Age 18
can disaffirm a contract at anytime while they’re still a minor and for a reasonable amount of time after they turn 18
Minor’s duty of restoration
if a minor disaffirms a contract, they have to return the collateral in the same condition that they existed at the time of disaffirmance
-exception: if the minor purposely destroys the property
Minor’s Ratification
-Can only ratify a contract after they’re turned 18
-if minor is in an agent relationship, contract is void or voidable but principal can still incur liability
Regulatory
Bar exam to confirm competence; void if in violation of
Revenue-Raising
when bas exam is passed, has to pay a yearly fee; valid if in violation of
Mutual Mistake of Fact
Relief for
Mutual Mistake of Value
No relief for
Elements of Fraud
-misrepresentation of material fact
-intent to deceive
-justifiable reliance
-injury
-exception: honest prediction or salesmanship that is called puffery not fraud
Exculpatory Clauses
Not valid for intentional, fraud, recklessness, or gross negligence. Valid for ordinary negligence if firm isn’t important for public interest
Undue Influence
when one person takes advantage of another person’s mental, emotional, or physical weakness, and unduly persuades that person to enter into a contract
Writing Requirement
promise to answer for the debt of another (collateral promises) - unless there is a financial benefit to themselves
Assignees
transferring the rights or benefits
Delegatees
transferring the debts or obligations
Intended third-party beneficiaries
specifically agree that somebody is to benefit from contract
Incidental beneficiary
no privity of contract
Subsequent
the occurrence of an event excuses performances of an existing duty to perform
Discharge
if you delegate the debts and obligations away, still liable
Novation
Substitute a party and all 3 parties agree
Compensatory
compensate for the loss of the bargain
Consequential
foreseeable damages arising from facts outside of the contract (AVAILIBLE IF APPLICABLE)
Punitive damages
Not available in contract cases unless the breach of the contract is also a tort (fraud)
Specific Performance
Not available for personal service contracts
Injunction
Court specifically prohibits somebody from engaging in some conduct
-has to show that the party will suffer irreparable injury if the injunction is not issued
Religious discrimination
includes based off lack of religion
Bona Fide Occupational Qualifications (BFOQ)
Race can never count for this
Predatory pricing
Setting prices low in hopes of elimination competition; probability of monopoly
Responsible Corporate Officer Doctrine
when the officer participates in, direct, or knows that the crime is going on and doesn’t do anything about it or fails to provide adequate supervision, then officer is also responsible for crime
Criminal Elements
if something qualifies for criminal and civil cases, handles in separate courts
Battery
intentional and unauthorized harmful or offensive physical with another person which causes injury
Strict liability
holding everybody in chain of distribution responsible/holding all merchant responsible - manufacturers, distributors, wholesalers, retailers, and lessors
Modifies Comparative Negligence
if the plaintiff is more than 50% at fault for their own injuries, then they don’t get to collect anything
Warning defect
where there is an inherently dangerous product w/o warning then its unreasonably safe
-not required to warn against obvious risks, but you do have to warn against foreseeable misuses of the product
Appellate court
won’t consider new evidence and make a determination if there was an error of law
-first document you file is notice of appeal w trial court
-first document filed w appellate court is called the appellate brief which sets forth your argument about how the original court made an error
long arm statutes
someone has sufficient minimum contact w a particular state that its fair to pull that person into the state to litigate a dispute if they’re sues (continuous and systematic contact)
Diversity Jurisdiction
from two different states and amount is over $75,000
Flip In Poison Pill
existing shareholder of a target company can buy shares of the target company at a discount
-results is it dilutes the shares which makes it less attractive for the acquiring company
White Knight Poison Pill
company is still acquired but with different company and more favorable terms
Moral Minimum
make a profit without causing harm
Kantian Ethics
we each owe universal moral duties to one another like the golden rule. Those rules have to be applied with consistency and reciprocity in order for a Kantian ethics to work
