Final

Question 1

Fully Disclosed Principal

Answer 1

states that they are acting as agent and who for; agent not liable

Question 2

Partially disclosed Principal

Answer 2

states that they are acting as agent but who for; agent liable

Question 3

Undisclosed Principal

Answer 3

doesn’t state that they are an agent at all; agent

Question 4

Limited Partnership Liability

Answer 4

general partners are responsible for the debts and obligations of the partnership. limited partner is not

Question 5

Preferred Shareholders

Answer 5

First to get dividends and distributions
no right to vote unless big company decision; changing line of business, sell substantial amount of assets

Question 6

Shareholder Derivative Action

Answer 6

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

Question 7

Business Judgement Rule

Answer 7

bad decision but in good faith is okay

Question 8

Quorum

Answer 8

50% of board members
-need to be present before meeting
-need majority of original quorum number to pass

Question 9

Element of an Implied-in-Fact Contract

Answer 9

-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

Question 10

Offers

Answer 10

-effective when received
-termination is effective when received

Question 11

Mailbox Rule

Answer 11

Acceptance effective when sent

Question 12

Legal Value

Answer 12

-Forbearance - not doing something that you have a legal right to do
-Promise to perform
-actual performance
-tangible payment

Question 13

Bargained for Exchange

Answer 13

past consideration (action) doesn’t count

Question 14

Settlement Agreements (accord and satisfaction)

Answer 14

debt or underlying obligation has to be in dispute over how much the debt is. Both parties have to give up something

Question 15

Promissory Estoppel

Answer 15

not valid consideration but there is reasonable and substantial reliance on that promise

Question 16

Age 18

Answer 16

can disaffirm a contract at anytime while they’re still a minor and for a reasonable amount of time after they turn 18

Question 17

Minor’s duty of restoration

Answer 17

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

Question 17

Minor’s Ratification

Answer 17

-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

Question 17

Regulatory

Answer 17

Bar exam to confirm competence; void if in violation of

Question 17

Revenue-Raising

Answer 17

when bas exam is passed, has to pay a yearly fee; valid if in violation of

Question 17

Mutual Mistake of Fact

Answer 17

Relief for

Question 17

Mutual Mistake of Value

Answer 17

No relief for

Question 17

Elements of Fraud

Answer 17

-misrepresentation of material fact
-intent to deceive
-justifiable reliance
-injury
-exception: honest prediction or salesmanship that is called puffery not fraud

Question 17

Exculpatory Clauses

Answer 17

Not valid for intentional, fraud, recklessness, or gross negligence. Valid for ordinary negligence if firm isn’t important for public interest

Question 18

Undue Influence

Answer 18

when one person takes advantage of another person’s mental, emotional, or physical weakness, and unduly persuades that person to enter into a contract

Question 18

Writing Requirement

Answer 18

promise to answer for the debt of another (collateral promises) - unless there is a financial benefit to themselves

Question 18

Assignees

Answer 18

transferring the rights or benefits

Question 19

Delegatees

Answer 19

transferring the debts or obligations

Question 20

Intended third-party beneficiaries

Answer 20

specifically agree that somebody is to benefit from contract

Question 21

Incidental beneficiary

Answer 21

no privity of contract

Question 22

Subsequent

Answer 22

the occurrence of an event excuses performances of an existing duty to perform

Question 23

Discharge

Answer 23

if you delegate the debts and obligations away, still liable

Question 24

Novation

Answer 24

Substitute a party and all 3 parties agree

Question 25

Compensatory

Answer 25

compensate for the loss of the bargain

Question 26

Consequential

Answer 26

foreseeable damages arising from facts outside of the contract (AVAILIBLE IF APPLICABLE)

Question 27

Punitive damages

Answer 27

Not available in contract cases unless the breach of the contract is also a tort (fraud)

Question 28

Specific Performance

Answer 28

Not available for personal service contracts

Question 29

Injunction

Answer 29

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

Question 30

Religious discrimination

Answer 30

includes based off lack of religion

Question 31

Bona Fide Occupational Qualifications (BFOQ)

Answer 31

Race can never count for this

Question 32

Predatory pricing

Answer 32

Setting prices low in hopes of elimination competition; probability of monopoly

Question 33

Responsible Corporate Officer Doctrine

Answer 33

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

Question 34

Criminal Elements

Answer 34

if something qualifies for criminal and civil cases, handles in separate courts

Question 35

Battery

Answer 35

intentional and unauthorized harmful or offensive physical with another person which causes injury

Question 36

Strict liability

Answer 36

holding everybody in chain of distribution responsible/holding all merchant responsible - manufacturers, distributors, wholesalers, retailers, and lessors

Question 36

Modifies Comparative Negligence

Answer 36

if the plaintiff is more than 50% at fault for their own injuries, then they don’t get to collect anything

Question 36

Warning defect

Answer 36

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

Question 36

Appellate court

Answer 36

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

Question 36

long arm statutes

Answer 36

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)

Question 36

Diversity Jurisdiction

Answer 36

from two different states and amount is over $75,000

Question 37

Flip In Poison Pill

Answer 37

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

Question 38

White Knight Poison Pill

Answer 38

company is still acquired but with different company and more favorable terms

Question 39

Moral Minimum

Answer 39

make a profit without causing harm

Question 40

Kantian Ethics

Answer 40

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