LAST CHAPTERS

Question 1

transfer of titles for
-specific goods; deliverable/non-deliverable/require testing
-future/unascertained goods
-goods on approval

Answer 1

SG
-deliverable; on contract
-non; when deliverable & buyer notified
-testing; when done & buyer buyer notified
F/UA
-goods allocated & EITHER delivered to 3rd party courier OR buyer approves
GoA
-buyer approves OR retains goods

Question 2

define
-vendors lien
-caveat emptor

Answer 2

-VL; seller can retain good until payment
-CE; ‘let buyer beware’

Question 3

Protections for purchasers;
-implied conditions

Answer 3

-matches samples/descriptions & is merchantible
-matches delivery date
-fit for purpose (w sellers advice)
-seller has right to sell

Question 4

Debt security;
Personal Property Security Act

Answer 4

provincal law setting out ruel about borrowing money against personal property & providing security

Question 5

Debt security;
-specific & general security agreements

Answer 5

SSA- list specific, traceable assets
GSA- everything you have

Question 6

Debt security default process

Answer 6

1. notice
2. seizure (by bailiff)
3. 21 day redemption
4. sale (by bailiff) —> surplus/debt to owner
5. Seize OR Sue rule on consumer property

Question 7

Land titles;
-the torrens system; 3 features

Answer 7

-priority registration
-gov guarantees
-all in 1 place

Question 8

land titles;
3 types of ownership

Answer 8

-fee simple
-life estate
-leasehold (L/T)

Question 9

multiple ownership of land:
-joint tenancy
-tenancy in common

Answer 9

-JT; equal & whoever survives becomes owner
-TiC; may be unequal & for whoever dies, property passes to whoever is in their will

Question 10

define encumbrance

Answer 10

claims/charges against a fee simple owner’s land/property with exception to privity

Question 11

land; voluntary encumbrances;
-easement
-statutory right of way
-restrictive covenant

Answer 11

E;
-access over adjoining property (rights for pipes/roadways/lines
-dominant/ subservient tenement
SRoW;
-for gov/utilities
-no dominant tenement
RC;
-things NOT allowed

Question 12

land:voluntary encumb;
-option to purchase
-right of first refusal
-mortgage

Answer 12

OtP; buy the right to buy property
RoFR; getting first chance if property is to be sold
M; secured debt against house

Question 13

land: voluntary encumb
-agrmnt for sale
-assgnt of rents
-lease & lease renewal

Answer 13

AfS; seller agrees to sell, person occupies & pays periodically
AoR; bank can collect mortgage payment from my tenants if i cant pay
L; agrmnt for landlord’s property for specified time.. >3years, must be registered for new landlords to honour lease… LR; extension

Question 14

land; voluntary encumb;
-land use contract
-statutory building schemes
-mineral rights

Answer 14

LUC; agrmnt w city to have land for specific purpose
SBS; opposite of restrictive cov; what MUST do
MR; rights to gold/natural gas

Question 15

land; involuntary emcumb;
-judgment
-caveats > cert. of pending litigation
-land spouse protection act claims

Answer 15

J; collection; garnishment of debt/wages, seizure & sale, etc
C; S/T freeze; claim filed against a property so that they can’t sell it/ transfer title for court action
—> CoPL; L/T freeze for ongoin court action
LSPA; non-owning spouse files to ensure property isn’t sold w/o their approval

Question 16

land; involuntary encumbrance
-builders liens
-strata liens

Answer 16

BL; someone does work on property but unpaid; filed within 45 days of completion
SL; share/rent of condo/strata unpaid; strata files against property> sells unit, collect debts

Question 17

land; involuntary encumb;
-notice of community charter violation
-notice of civil forfeiture

Answer 17

-NCCV; city files noncompliance eg. building deck on house without permit
-NCF; prov gov files if senses funding from proceeds of crime (can sell property and takes $$)

Question 18

mortgage covenants

Answer 18

-covenant to pay
-pledge of the land

++
-pay taxes
-keep in good cndtn
-no illegal operations

Question 19

mortgage default;
foreclosure process; before & after redemption period

Answer 19

1. NOTICE of intention to enforce security —>petition of foreclosure served
2. order NISI of foreclosure -judgment & redemption period (6mo)
   after redemption period; options;
   a) FORECLOSURE; lenders become owners
   b) SALE; proceeds in order:
   -property taxes/commissions
   -first mortgage —> next
   -surplus/debt to owner

Question 20

cmmrcl rentals; ways of renting
-periodic tenancy
-commercial leases

Answer 20

PT; month by month; termination or rent increase notified 1 rental period before
CL; register when >3years for future landlords’ respect of lease

Question 21

commercial leases; provisions/negotiations of:
-terms/rent/clauses

Answer 21

T; term & renewal of term
R;
-base rent
-gross rent; if within shopping malls, 7% of gross sales (on top of base)
-additional rent; triple net: -property taxes/insurance, maintenance
C;
-usage clause; purpose of rent
-noncompetition clause; no one of same usage in mall

Question 22

commercial leases; list provisions/negotiations

Answer 22

-term/renewal
-rent (base,gross,additional)
-clauses; usage, non-competition
-parking, signage
-repairs, improvements
-sublease, assignment
-distraint; when unpaid, landlord can lock door & sell items to collect rent

Question 23

define bankscruptcy; insolvency

Answer 23

liabilities > assets, unable to pay bills when due

Question 24

2 ways to be in bankruptcy

Answer 24

-petitioned; by creditors if benefitable
-voluntary assgmnt

Question 25

intellectual property

Answer 25

-trademarks
-patents
-copyright

Question 26

bankruptcy through trustee process & where funds go after

Answer 26

1.all assets & debts turned over
EXCEPT:
-A: exemptions
-D:
-judgments from fraud/child abuse
-owed spousal/child support
-student loans under 6y.o
2. under trustee’s supervision, funds kept & paid to trustee
3. discharge after 9mo
4. funds from bankrupt paid to creditors in priority order
-secured
-preferred
-general

Question 27

5 forms of business orgnzations

Answer 27

-sole prop
-gen partnership
-LP
-LLP
-incorp

Question 28

general partnership; liabilities

Answer 28

-full liability; share risk $
^joint/several liab.- responsibile for everyones debt if other partners cant afford
-vicarious liabilities for torts

Question 29

general partnership; control
-normal & extraordinary decisions
-agents

Answer 29

-majority votes for decisions
-under act; uninanimous votes for new partners or expelling them
-agents of each other; can sign smt without u

Question 30

partnership act rules unless written agrmnts
-equality/$/control

Answer 30

1.equal.. obligation/ entitlement to profit&loss/ rights to fnncl info
2.no interest on capital, no remuneration on partners
3.indemnification for disporportionate contributions
4.majority rules/ unanimous votes for extraordinary decisions

Question 31

Limited partnerships; liability & control

Answer 31

-LP only liable for investment—> no control
-GP liable—> have control

Question 32

Limited liability partnership; qualities

Answer 32

-professional relationships only
-no vicarious liability

Question 33

incorporation; creation process

Answer 33

1. name
2. articles (rules), corporation agreement
   —>registered office & records office
3. pay

Question 34

incorporation;
-triangle of participants
-decisions within
-types of shares

Answer 34

-shareholders- owners, appoint directors
-(board of)directors- make decisions, appoint officers
-officers- implement/sign decisions (president, secretary..)
SHARES;
common-voting
preffered-nonvoting

Question 35

fiduciary duty & 3 concepts;
-Doctrine of corporate opportunity
-Insider trading
-conflict of interest

Answer 35

-obligation to put others’/company’s interest before your own

DCO; take profitable opportunities to company first.. or else breach
IT; trading on stock to own bnft, with company’s confidential info
COT; any interest/relationship that may impede on fiduciary duty

Question 36

agent’s duties to principal

Answer 36

-2C’s; confidentiality & communication
-2F’s; fiduciary duty & duty to discharge (utmost good faith)
-Actions:
-obey lawful instructions & perform professionally,
-not to delegate w/o consent
-account for funds

Question 37

principal’s duties to agent

Answer 37

-pay fee
-reimburse expenses

Question 38

4 types of agency;
-agreement
-conduct
-necessity
-ratification

Answer 38

A;
C;
N;
R;

Question 39

3 types of bailment; bailment for benefits of…& lvl of care
-bailor
-value/reward
-bailee

Answer 39

bailor; -hold onto for owner, stndrd lvl of. care, lowest stdrd
value/reward; -industrial stndrd
bailee; -for borrower’s favour; highest stndrd

Question 40

define duress & undue influence

Answer 40

d; force/threat to enter contrct
UI; enter contract under influence of dom. party

Question 41

variations of mistakes of contracts

Answer 41

-existence of subject matter, non est factum
-identity
-clerical error

Question 42

-mutual mistake
-unilateral mistake

Answer 42

-m; unenforceable
-uni; enforceable

Question 43

contracts; misrepresentation
-negligence
-omission
-fraudulent

Answer 43

-N; rescission & expenses
-O; rescis, exp, (must disclose to good faith contracts)
-F; recis, exp, damages

Question 44

discharge of contracts

Answer 44

-performance//tender//termination
-non-occurence of condition precedent
-occurence… of condition subsequent//of implied term
-subseq. agreemnt
-doctrine of frustration
-operation of law

Question 45

remedies for contract breach
-general damages
-equitable remedies
-alternative remedies

Answer 45

G:
-reliance
-consequential // expectation
E:
-specific performance
-injunction
A:
-damages in $$- reasonable estimate