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COMM 304 - Business Law > Lecture 4 > Flashcards

Lecture 4 Flashcards

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1
Q

what is the diference between the business corporations act and the canada business corporations act?

A

Business Corporations act can only carry on business within that province, the Canada business corporations act can carry on business in all provinces in canada

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2
Q

what are bylaws?

A
  • Rules that govern a corporation

- says the corporation has the ability to contract, but may or may not limit capacity

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3
Q

what is the certificate of incorporation?

A

the birth certificate of the corporationl

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4
Q

What is a promissory note?

A
  • An I Owe You, a promise to pay back
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5
Q

What is a Debenture Security? (Floating charge)

A

Its like a mortgage but stronger. Bank controls this when loans are made to ensure they’re paid back

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6
Q

what is subscribed capital?

A

amount of shares that the corporation sold

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7
Q

what does Ltd. mean?

A

means the liability of shareholders is limited only to money they still owe for shares (meaning the investment in the corproation{)

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8
Q

if you hold shares in a corporation what can you do with them?

A

You can sell to anyone within the articles and bylaws

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9
Q

what are the downsides to a sole proprietorships and partnerships?

A

you are personally liable and everything you own is up for grabs

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10
Q

What is the reason why a corporation must end its name in a certain way?

A

to forewarn the public that they are dealing with a corporation, not a person (shareholders{)

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11
Q

what are the two types of corporations?

A
  1. Private Corporation: cannot sell any shares to the public

Public corporation: can sell shares to the public at large

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12
Q

what is a corporations capacity to contract

A

a corporation has a capacity to enter into a contract, unless restricted by bylaws

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13
Q

which professions can’t incorporate?

A

legal, dental and medical

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14
Q

what must a mutual agreement have?

A

1) offer

2) acceptance

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15
Q

what are the 4 requirements of an acceptance of a contract?

A

1) unconditional acceptance (conditional acceptance = counter offer which destroys/voids the original offer
2) communicated
3) manner required
4) time period required

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16
Q

a price on a garment is not an offer what is it?

A

an invitation to treat. consumer offers and store either accepts or rejects the offer. the consumer is always the one that makes the offer

17
Q

what is an unconditional acceptance?

A

one which does not change any terms of offer

18
Q

what is a conditional acceptance?

A

any change to the terms of the offer (counter offer or counter proposal) its not acceptance.
-the offer can be accepted but the person making the offer becomes the offeror

19
Q

when can an offer be withdrawn?

A

anytime before it is accepted, an offer once accepted cannot be withdrawn (breach of contract)

20
Q

what is the postal acceptance rule?

A

communication of acceptance takes place the moment a letter is posted

21
Q

what are the 5 items that void genuine intention?

A

1) fraud
2) misrepresentation
3) duress
4) undue influence
5) mistake

22
Q

what is fraud?

A
  • a false representation of material facts made with knowledge of its falsity
  • malum perse - “bad within itself”
23
Q

what is a false representation?

A

any representation which is not true, no matter how the representation comes about.

  • this is a civil wrong that voids a contract
  • representation can be stated or implied (by conduct of the parties)
  • can have representation without saying anything (i.e. not answering questions or indireclty avoiding questions{)
24
Q

what is uberrima fidel? (Utmost faith)

A

one is obligated to disclose everything they know about something, even if you’re told you don’t need to say anything

25
Q

what is prospectus?

A

free disclosure by a company of all its financial assets and obligations (this is a form of uberrrima fidel)
-entire history of a public ccorporation, must list any lawsuits against the corporation. must disclose every known detail of the corporation

26
Q

what is material fact?

A

the very representation that induces one to enter into a contract (if not for that representation, you probably would not have purchased it_

27
Q

what is mens rea?

A

intention to commit act (guilty mind)

  • essential for criminal law (can’t have criminal law without mens rea - exception is manslaughter)
  • knowledge, intention to deceive
  • law doesn’t look at the result but at your conduct
  • both civil and criminal law
28
Q

what is a misrepresentation?

A

a false representation of material fact without knowledge of its falsity (no mens rea)

29
Q

what is trade puffing?

A

the right to exaggerate about service or merchandise (BS)

- a reasonable person would know its to be untrue

30
Q

what is duress?

A

the threat of actual physical violence or threat of actual physical violence to a direct person.
-the person only intended to contract because of the threat, therefore it is not genuine

31
Q

what is undue influence?

A

the improper and unconscientious use of power posessed by one person over another person becauwse of their relationship or circumstances.

32
Q

Which relationships is undue influence persumed to exist in?

A

1) Parent - contracting with own child
2) teacher with own student
3) lawyer with client
4) docter with patient

33
Q

who must prove undue influence?

A

client doesn’t need to prove undue influence. by claiming it, it is alleged to be true and exists. this occurs for all professional relationships. onus is on the other to prove it doesn’t exist

34
Q

what are the three types of mistakes?

A

1) existence of the subject matter
2) identity of the subject matter
3) identity of the contracting parties

35
Q

what is existence of the subject matter?

A

both parties are mistaken of the existence of the subject matter. (e.g. car is sold at dealership through contract neither party knows the car burned in the lot an hour ago. at the time of contract, both parties were unaware that the subject matter no longer existed)

36
Q

what is subject matter?

A

anything that is being exchanged in a contract

37
Q

what is consensus ad idem?

A

“Of one mind” (meeting of minds)

COMM 304 - Business Law (10 decks)

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