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1st Semester Classes 4th Year > Law Midterm 1 > Flashcards

Law Midterm 1 Flashcards

1
Q

K

A

is a legal agreement in either written or oral form. Can be both

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2
Q

Requirements of a K

A
  1. Consensus (offer +acceptance)
  2. Consideration (trade)
  3. Intention for it to be bound
    4.Capacity
  4. Legality
    6.Writing
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3
Q

Parties in an Assignment of rights

A

Assignor and Assignee

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4
Q

Damages 2 part test

A
  1. Should you have expected the loss
  2. Did you try and MITIGATE the loss
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5
Q

Compensatory Damages

A

Natural and direct consequences of a Breach

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6
Q

Consequential Damages

A

Secondary Losses

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7
Q

General Damages

A

Non-Quantifiable

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8
Q

Remedies to Damages of a K

A
  1. Specific Performance
  2. Injunctions
  3. Recission
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9
Q

Injunction

A

A court order restraining a party to act in a certain way

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10
Q

Recission

A

Allowed to exit K without breaching

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11
Q

Sales of Goods Act

A

A transfer of goods (NOT PROPERTY)

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12
Q

K of sales of Goods act

A
  1. Negotiated an Agreement
  2. Proposal or order of good
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13
Q

Implied conditions of a product

A
  1. it will conform to description
  2. Goods will correspond to the sample
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14
Q

Remedies for a Seller in a Sale of Goods

A
  1. Stop it in transit
  2. Resale
  3. Damages for non-acceptance
  4. Reposession
  5. Retention of the buyers deposit
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15
Q

Remedies for a buyer in a Sales of goods transaction

A
  1. Recission/damages for misrepresentation
  2. Refuse to pay
  3. Request for specific performance
  4. Return the product
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16
Q

Privity

A

Parties in a K are the only ones who have rights

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17
Q

Punitive Damages

A

bad faith behaviour of breaching party

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18
Q

Internal Parties of a corporation

A
  1. Shareholders
  2. Directors
  3. Officers
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19
Q

Rights of a Shareholder

A
  1. Can Vote
  2. Information
  3. Recieve DIvidends
  4. own remaining assets if the company liquidates
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20
Q

Obligations of Directors and Officers

A
  1. Must act in good faith (fiduciary duty)
  2. Use skills on the job
  3. owe shareholders and the public as a whole
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21
Q

Ordinary resolution

A

Majority vote

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22
Q

Special Resolution

A

Select majority vote (2/3 must vote yes to pass this agreement)

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23
Q

Strict Liability

A

Top management be held accountable

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24
Q

Business Judgment Rule

A

to assess fath

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25
Q

Corporate Governance

A

Rules governing the affairs of an organization in order to meet its external and internal responsibilities

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26
Q

Duties of Shareholders

A

NONE

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27
Q

Methods of Protecting Minority Shareholders

A
  1. Dissent and appraisal Remedy: Request to be bought out
  2. Derivative Action: Blaming Directors for acting improperly
  3. Winding Up: Liquidation of a company
  4. Oppression Remedy: Directors are unfairly oppressive to shareholders
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28
Q

Role of Directors

A
  1. Issue shares of the corporation
  2. Declare dividends
  3. brings in by-laws
  4. calls meetings with shareholders
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29
Q

Duties of Directors + Officers

A

Owe the CORPORATION & deal in good faith

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30
Q

Director Risk Management Strategies

A
  1. Due Diligence Defence: proactive
  2. Good faith reliance
  3. Corporate Indemnity: Reimbursement if acted in good faith
  4. Directors and officers liability insurance: Bad faith and fraud is not covered
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31
Q

Business Judgement Rule

A

Did they act in good faith??

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32
Q

Protection of Creditors

A

Creditors may claim against directors and officers personally if they breach their duty of skill and insolvency arises in the business

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33
Q

Civil Liability of a corporation

A
  1. Tort (liability of employees/officers)
  2. K (pre-incorporations or K made by agents)
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34
Q

Directing mind

A

Usually officers/directors

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35
Q

Criminal Code offenses for a corporation

A
  1. Fraud
  2. Market Manipulation
  3. False statements
  4. Criminal Negligence
  5. Whistle-Blower
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36
Q

Suggestive Marks (Trademarks)

A

An attribute of the product or service

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37
Q

Descriptive Marks (Trademarks)

A

Descriptive names that describe the product

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38
Q

Trademark

A

A feature unique to your brand that is covered at the FEDERAL level

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39
Q

Requirements for registering a Trademark

A
  1. Must be the Owner
  2. Search the industry to see for duplicates
  3. Submit an application to CIPO
  4. Public Notification
  5. Approval (could take up to several months)
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40
Q

A Trademark cannot be:

A
  1. The name of someone living +30yrs
  2. Confusing with another trademark
  3. Misdescriptive of the actual product
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41
Q

Trademarks are renewable?

A

Yes, Every 10 years

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42
Q

Infringement of a Trademark

A

Unauthorized use of a trademark. You gain his/hers profits
- No intent required just “USE)

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43
Q

Is a Domain Name a Trademark

A

NO

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44
Q

Copyright

A

Helps creators get paid for work

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45
Q

Do you need to register for copyright

A

NO, you have it for your life + 50 years

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46
Q

Can you sign away your moral rights for a copyright

A

No, but it can be waived

47
Q

If someone infringes upon your copyright

A
  1. injunction for damages
  2. Damages of profits (civil)
  3. Getting his/her profits
48
Q

Patent

A

A grant from the Government on a creation/Idea

49
Q

What are the Elements of a Patent

A
  1. An art, process, machine, or improvement
  2. New
  3. Useful (creates Value)
  4. Inventiveness (gap in prior invention to present)
50
Q

How do you get a Patent?

A
  1. Hire a Patent Agent
  2. File an application containing the description and specification of the product
  3. First to file to the system
  4. Respond to Examiners objections
  5. Get the Patent
51
Q

How to abuse your Patent? /4

A
  1. Demand isn’t Reached
  2. Hindering creation Market
  3. Discrimination
  4. Hurting Suppliers
52
Q

Infringement Remedies for Patents

A

Include: Damages

53
Q

Can you patent Math or theories

A

NO

54
Q

How to Challenge a Patent

A
  1. Action for Infringement
  2. Actions for Invalidity
  3. Request for re-examination
  4. Combination of Strategies
55
Q

What is Industrial Design

A

A process of Machinery

56
Q

Industrial Designs act time?

A

5 years

57
Q

How to keep safe a trade secret?

A

NDA

58
Q

What is more powerful Copyright vs Patent?

A

Patent

59
Q

How to protect an Invention before you have a business?

A

Use your:
1. Moral Rights
2. NDAs
3. File a trademark
4. File a patent
5. Challengee infringers

60
Q

Privacy is covered under the?

A

PIPEDA

61
Q

Invasion of Privacy Triggers

A
  1. Tech
  2. Discrimination
  3. Security/Safety
  4. Target Marketing
62
Q

Are Businesses allowed to collect and store personal Info?

A

Yes!

63
Q

What are the 10 PIPEDA Principles

A
  1. Accountability
  2. Identifying
  3. Consent
  4. Limit collection
  5. Limit Use, Disclosure & Retention
  6. Ensure accuracy
  7. Safeguard
  8. Make Processes and policies public
  9. Allow individual owner access
  10. Allow Challenges and receive complaints
64
Q

PIPEDA principle #2 what are the three reasons you are allowed to identify?

A
  1. Communication
  2. Collection
  3. Reasonableness
65
Q

PIPEDA Principle #3 on Consent Principles?

A
  1. Meaningful Consent
  2. Collection and use of info
  3. for Government investigations
66
Q

When Do you Not need consent for Privacy concerns according to PIPEDA?

A
  1. For Employee info
  2. To give to a government agency
  3. Disclosing personal info to prevent fraud for the business
  4. In the case of a transaction to safeguard it
67
Q

How to be proactive on privacy within your business /4?

A
  1. Develop a response protocol for privacy breaches
  2. Train Employees
  3. Communicate policies to stakeholders
  4. Regularly update policies and procedures
68
Q

Data Breaches

A

When someone get access to businesses data that can cause serious harm to the business or individual

69
Q

How to respond to a Data Breach /4

A
  1. Breach containment
  2. Evaluate the risks associated with the breach
  3. Notify the authorities
  4. Mitigate
70
Q

Secured Interest

A

An interest in personal property that sources PMT for performance

71
Q

Tort Liability of Privacy

A
  1. Wilful invasion of privacy
  2. Negligence
  3. Breach of confidence
72
Q

Canada’s Anti-Spam Law

A

Applies to electronic messages

73
Q

Canadas Anti-spam Law requires

A
  1. the identity of the sender and an unsubscribe button
74
Q

What does Canada’s Anti-spam law not require /2

A
  1. Between employees in an org sent down
  2. Organizations sending between one another pertaining to business
75
Q

Possible Debt lenders: /3

A
  1. banks
  2. Subordinated Debt
  3. Credit Funds
  4. Asset-based lenders
76
Q

Positive Covenants in a loan agreement /3

A
  1. Compliance with Laws
  2. Insurance
  3. Financial Covenants
77
Q

Negative Covenants

A
  1. No other borrowing
  2. No other security
  3. No acquisitions or amalgamations
  4. conditions
  5. Reporting
78
Q

A property interest parties

A

borrower (Debtor)
Lender (creditor)

79
Q

Secured interest is effective when /3?

A
  1. Creation (written)
  2. Attachment (Creditor is given value)
  3. Perfection (registered)
80
Q

Can creation and attachment happen in any order for a secured interest PMT?

A

yes

81
Q

How to assess legal risk for a creditor when accepting secured interest? /4

A
  1. Asses Credit risk
  2. Which security is best
  3. Who has priority
  4. Obtain a guarantee
82
Q

How to assess legal risk for a debtor when Credit? /4

A
  1. Limit security
  2. Resist personal guarantees
  3. Collect AR
  4. Consider personal liability of Directors and officers
83
Q

3 Components of Modern Privacy

A
84
Q

Infringement vs tort of passing off

A

Passing Off applies to integrated trade mark while trade mark infringement applies to registered trade marks

85
Q

Common law protection of trademark

A

tort of passing off

86
Q

To be considered the Tort of passing off…

A
  1. Plantiff must enjoy their representation
  2. Defendant must have misrepresented its goods as those of the plantiffs
  3. Must be confusion between the products
  4. Plantiff must have suffered damages
87
Q

Different Kinds of property

A

Real - Tangible and immovable (ex. Building)
Personal - Tangible and moveable (ex. Inventory)

88
Q

Reviewable Conspiracies

A

Need Actual Proof

89
Q

Criminal Conspiracies

A

No need for actual Proof (goes to court)

90
Q

Is Mediation Non-binding or Binding

A

Non-Binding

91
Q

Is Arbitration Non-Binding or Binding

A

Binding

92
Q

Responses to Business Regulations /4

A
  1. Comply with regulations
  2. Lobby for change (protest or elect politicians in your favour)
  3. Challenge its constitutional validity
  4. Create overwhelming consumer demand
93
Q

How to challenge a regulation’s Constitutional Validity

A
  1. Authority Overlap (paramountcy goes to federal court)
  2. Charter (it violates the charter of rights and freedoms)
94
Q

Modern Business Environment has what type of bargaining power?

A

“Take it or Leave it”

95
Q

What is the competitions act policy

A

to promote fair competition

96
Q

Horizontal Mergers

A

Acquiring Competitors

97
Q

Vertical Mergers

A

Suppliers/customers

98
Q

Corruption of Foreign Public Officials Act

A

Can’t do anything fraudulent anywhere

99
Q

Phases of Entrepreneurship /4

A
  1. Development
  2. Start-up (launch)
  3. Expansion (growth)
  4. Exit
100
Q

Development phase in entrepreneurship

A
  1. Is there demand?
  2. Finances
  3. Prodcution
  4. Sales/marketing
101
Q

Growth/expansion phase in entrepreneurship

A
  1. adding new things
  2. Expanding market share
102
Q

How to exit your business

A
  1. Sell shares/assets
  2. IPO
  3. File for Bankruptcy
103
Q

Owning something means you have the right to…

A

Possess, use and control the property obtianed

104
Q

When do we use Licensing/Assignments /4

A
  1. Sale of a Business
  2. Sale of a Trademark
  3. License Agreement
  4. Franchising
105
Q

Patents last how long

A

20 years

106
Q

K is discharged if?

A
  1. Entire K is breached or an essential term is
107
Q

Is licensing a sale?

A

NO

108
Q

Loan Agreement Steps on a secured interest PMT

A
  1. Credit facilities give you the amount
  2. Availments (Profit)
  3. Repayment
  4. Security ( in some cases is taken if you cannot repay)
  5. Due Diligence Over the K
  6. Talk to representations
109
Q

Assignment of Book Debts:

A

A security interest is in Debtor’s AR

110
Q

What are Covenants

A

These are promises borrowers make to lenders in part of the Loan Agreement

111
Q

PMSI

A

Purchase Money Security Interest

112
Q

Can a PMSI have priority over a Prior-registered security Interest?

A

YES

113
Q

Criminal Code Offences for Privacy & Data Breaches? /5
(FU & TMP)

A
  1. Fraud
  2. Unauthorized use of a business computer
  3. Theft of telecommunication
  4. Mischief in relation to data
  5. Wilful interception of private information

1st Semester Classes 4th Year (4 decks)

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