Legal (BA 3010) Innsbruck Final Review Flashcards
US Constitution
every state has their own constitution, they don’t always match up
Ethics
system or set of principles and rules governing what constitutes right and wrong behavior. Every state has a code of ethics that workers must abide by. Ethics go beyond the law
Intellectual Property
example: software is intellectual property… before it is created and for sale you can purchase the rights to buy it.
Trademark
A distinctive mark, motto, logo, etc. printed or stamped on goods by the manufacturer of those goods so that they can be identified in a marketplace. Eliminates confusion for consumers. Protect from dilution. Trademarks can be registered for by the state or federal government. Get an injunction to make sure someone stops using your trademark
Copyright
Intangible property right granted by federal statute to the author/ originator of a literary/artistic production of a specified type. Copyright law is a matter of federal law.
Hold harmless
two parties to a contract, if party B gets sued by 3rd party in connection with the contract, party A agrees to hold party B harmless, taking the blame
Indemnification
if 3rd party sues and it goes through, party A will take all the costs from party B. You never see Hold Harmless without Indemnification
Indemnification
if 3rd party sues and it goes through, party A will take all the costs from party B. You never see Hold Harmless without Indemnification. principal pays for any lawsuits that are imposed on the agent
Rescission / Restitution
cancellation of a contract. recompense for anything within the contract
Mitigation Of
cancellation of a contract. recompense for anything within the contract
Mitigation of Damages
making an effort (mitigating) to do everything possible to reduce damages
Mitigation of Damages
making an effort (mitigating) to do everything possible to reduce damages
Mitigation of Damages
making an effort to do everything possible to reduce damages
Delegation of Duties
Assignment of Rights
Delegation of Duties
the transfer of contractual duties to a third party
Delegation of Duties
the transfer of contractual duties to a third party
Mistake
unilateral- mistake made by one party within contract. bilateral-mistakes made by both sides of contract. mistakes of fact can make a contract void
Mistake
unilateral- mistake made by one party. bilateral-both parties. mistake of fact makes contract voidable
Duress requirement
the threat to do something unlawful, something that a reasonable person would fear. economic duress is not sufficient and neither is the threat to sue somebody
Fraudulent Misrepresentation
Fraudulent Misrepresentation
as to as material; fact & intent to deceive. false representation has been made knowingly.
undue influence
when an individual is able to persuade another’s decisions due to the relationships of the two parties
calculating damages in a breach of sales contract
buyer breaches… seller has to go find another buyer. HIGHER CONTRACT PRICE - LOWER MARKET PRICE + COSTS
Duress requirement
the threat to do something unlawful, something that a reasonable person would fear. economic duress is not sufficient and neither is the threat to sue somebody
how we calculate damages in breach of sales contract
buyer breaches… seller has to go find another buyer. HIGHER CONTRACT PRICE - LOWER MARKET PRICE + COSTS
Duress requirement
the threat to do something unlawful, something that a reasonable person would fear. economic duress is not sufficient and neither is the threat to sue somebody
Duress requirement
the threat to do something unlawful, something that a reasonable person would fear. economic duress is not sufficient and neither is the threat to sue somebody
Duress requirement
the threat to do something unlawful, something that a reasonable person would fear. economic duress is not sufficient and neither is the threat to sue somebody
Fraudulent Misrepresentation
as to a material, fact, & intent to deceive. false representation has been made knowingly
undue influence
when an individual is able to persuade another’s decisions due to the relationship between the two parties
THE UETA
when an email is considered sent… when it leaves control of sender and / or when it lands in recipient’s inbox
Difference between unilateral and bilateral contracts
bilateral- promise for promise contract. contract comes into existence the moment the promise is made.
unilateral- offer can be accepted by offeree by performing his part of the contract. ex: cutting the grass
What is cause under Louisiana Law
In Louisiana, cause is NOT consideration. Cause is PURPOSE. Cause brings about a result. Louisiana does NOT require consideration
Offering a gift
when offering a gift, you can back out
4 things that only shareholders can do in a corporation
amend articles, sell off assets, dissolve corporations, or approve a merger
law requires corporations to use Inc, Corp, LLC, LLP
to give third parties notice
preemptive rights
shareholder receives a preference over all other purchasers to subscribe to or purchase a prorated share of a new issue of stock. the shareholder can purchase a percentage of the new shares being issued that is equal to what he currently owns. allows shareholders to maintain proportionate control, voting power, and financial interest
Board of Directors
overall management of a corporation. members are elected by shareholders. makes policy decisions and hires corporate officers to run day-to-day business.
Foreign/Domestic Corporation
a corporation is referred to as a domestic corporation by its home state (the state in which it incorporates.) a foreign corporation is a corporation in which is working in another state. an alien corporation is a corporation working in another country.
primary duties
overriding duties, always deal in good faith, always make decisions in best interest of shareholders
Fiduciary Duties
Duty of undivided loyalty and the duty to exercise reasonable care
business judgment rule
corporate director or officer will not be held liable to the corporation or it’s shareholders for honest mistakes of judgment or bad business decisions.
Difference between S Corps and Closely Held Corporations
Most S Corps are closely held corporations, but not every closely held corporation meets IRS requirements to be an S Corp. These closely held corps are subject to double taxation. While S Corps are relieved from Double Taxation.
Things that corporations do to protect their directors and officers from liability
hold harmless, indemnify, liability insurance (D & O Insurance).
Main job that a registered agent has
receive service of legal papers on the corporation
Certain things only members of an LLC can do
taxed like partnerships (no double taxation). they are not liable for debts of a company, except to the extent that the owners put up a capital contribution to become members of the LLC. LLC can have one or more managers (but has to be said so in the articles/operating agreement). if not said so, then members manage the business
Sole Proprietorships
owner is business and business is owner. he’s 100% liable for debts, he makes 100% of the income. If you need to raise money for the business, there’s nothing to sell in a sole prop, it’s all capital.
Chain-Style Franchise
franchise operates under a franchisor’s trade name (McDonald’s). identified as a member of a select group of dealers that engage in the franchisor’s business. generally required to follow standardized or prescribed methods of operation. often have to give % monthly sales to franchisor.
distributorship franchise
manufacturer (franchisor) licenses the dealer (franchisee) to sell its product (car dealerships). oftentimes distributorships cover exclusive territories.
manufacturing franchise
AKA processing-plant agreement. franchisor transmits to the franchisee the essential ingredients or formula to make a particular product. franchisee then markets product either at wholesale or retail in accordance with franchisor’s standards. (ex: Coca-Cola bottling manufacturing franchise)
Ordinary Partnerships
at least two people, jointly own and operate business for profit, every partner has right to participate in management. ONLY ONE class of partners
Limited Partnerships
2 tier partnerships. (partnership in commendam). at least 1 GENERAL partner who has all the votes, power, shares in profits/losses. LIMITED partners have limited rights, duties, and liability. They don’t generally have liability in company debts unless a limited partner is required to make capital contribution, then technically their money is available to pay company debts. In order to have limited partnership, you must have a written partnership agreement and it must be filed with the Secretary of State.
Limited Liability partnership
If you register as an LLP, then that means if the partnership doesn’t have assets for the debts, the innocent partners are protected from liability.
Employment at Will Doctrine
either party may terminate the employment relationship at any time and for any reason, unless doing so violates an employee’s statutory or contractual rights
Remedies under Title VII
Back Pay, Compensatory Damages (Capped), Punitive Damages (Capped), Attorney’s fees and costs
Complaining employee has to file charge of discrimination under
EEOC!
4 elements of a prima facie case of disparate treatment (intentional discrimination)
member of protected class, plaintiff has to show he or she applied for and was qualified for the position/promotion they were seeking, plaintiff was rejected by employer, and that the person who was hired was not a member of the protected classes
Religious Discrimination
being able to accommodate religious obligations without undue hardship
USERRA
military statute that protects people who are called out on military duty. employer must: keep your job open for you, keep insurance benefits the same, take you back into same/equivalent position after military service is over. Employee must: notify employer they are ready to come back, be honorably discharged; dishonorable discharged nullifies this statute
6 protected classes under Title VII
race, religion, gender, sex, color, national origin
ADA (America’s w/ Disabilities Act)
current drug addict is not protected, but drug addict who goes to certified drug rehab facility is protected
Case of Bostock vs. Clayton County GA
2020 Supreme Court case includes prohibition based on gender identity/sexual orientation
Duress requirement
the threat to do something unlawful, something that a reasonable person would fear. economic duress is not sufficient and neither is the threat to sue somebody
Duress requirement
the threat to do something unlawful, something that a reasonable person would fear. economic duress is not sufficient and neither is the threat to sue somebody
Duress requirement
the threat to do something unlawful, something that a reasonable person would fear. economic duress is not sufficient and neither is the threat to sue somebody
Duress requirement
the threat to do something unlawful, something that a reasonable person would fear. economic duress is not sufficient and neither is the threat to sue somebody
Duress requirement
the threat to do something unlawful, something that a reasonable person would fear. economic duress is not sufficient and neither is the threat to sue somebody
Duress requirement
the threat to do something unlawful, something that a reasonable person would fear. economic duress is not sufficient and neither is the threat to sue somebody
Duress requirement
the threat to do something unlawful, something that a reasonable person would fear. economic duress is not sufficient and neither is the threat to sue somebody
Duress requirement
the threat to do something unlawful, something that a reasonable person would fear. economic duress is not sufficient and neither is the threat to sue somebody
Duress requirement
the threat to do something unlawful, something that a reasonable person would fear. economic duress is not sufficient and neither is the threat to sue somebody
Duress requirement
the threat to do something unlawful, something that a reasonable person would fear. economic duress is not sufficient and neither is the threat to sue somebody
Equal Pay Act
The Equal Pay Act requires equal pay for male and female employees working at the same establishment doing similar work. To determine whether the Equal Pay Act has been violated, a court looks to the primary duties of the two jobs—the job con-tent rather than the job description controls. If a court finds that the wage differential is due to “any factor other than gender,” such as a seniority or merit system, then it does not violate the Equal Pay Act. Doesn’t protect female-female. Only male-female
employee vs. independent contractor
employer’s right to control how, where, when job is done. employer doesn’t have to do withholdings for independent contractors, and they aren’t protected by employment discrimination laws
