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Rule Statements > MEE Rules > Flashcards

MEE Rules Flashcards

1
Q

Actual authority exists when

A

The principal makes a manifestation that causes the agent to reasonably believe that the agent is authorized to act on the principal’s behalf.

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2
Q

Apparent authority exists when

A

A third party reasonably relies on manifestations by the principal concerning the agent’s authority to act on the principal’s behalf.

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3
Q

An agent who enters into a contract on behalf of an undisclosed principal…

A

Becomes a party (liable) to the contract

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4
Q

A partially disclosed principal is when

A

The third party has knowledge of the existence of a principal but not the principal’s identity

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5
Q

An agent who enters into a contract on behalf of an undisclosed principal..

A

Becomes a party (liable) to the contract

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6
Q

Requirements for ratification of agent’s actions

A

(1) P must ratify entire contract
(2) P and third party have capacity to enter into contract
(3) Ratification occurs before third party withdraws
(4) P knows material facts of the transaction

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7
Q

Special meeting rule - Directors

A

Entitled to notice (date, time, and place of meeting) at least TWO days prior, but notice need not describe the purpose of the meeting

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8
Q

Directors - waiver of special meeting notice

A

A director’s attendance waives notice of the meeting unless the director promptly objects to lack of notice

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9
Q

Quorum of Directors

A

A majority of all directors, unless the articles or bylaws indicate otherwise

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10
Q

Requisite Votes for Director Approval

A

A majority of directors present

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11
Q

Requisite votes for shareholder approval

A

Votes in favor must exceed votes against (as some shareholders may not vote on the issue)

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12
Q

Articles of incorporation must include…

A

Name of corporation, address, incorporator information, duration, purpose, authorized shares

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13
Q

A partnership is…

A

an association of two or more persons to carry on a for-profit business as co-owners

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14
Q

De facto corporation rule

A

When an owner makes a good-faith effort to comply with incorporation requirements and operates the business as a corporation without knowing that the requirements have not been met, that person may be able to escape personal liability.

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15
Q

Corporation by estoppel

A

A person who deals with an entity as if it were a corporation is estopped from denying its existence and is thereby prevented from seeking the personal liability of the business owner. (limited to contractual agreements.)

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16
Q

Safe harbors that protect a conflict of interest transaction

A

(i) disclosure of all material facts to, and approval by a majority of, the disinterested directors
(ii) disclosure of all material facts to, and approval by a majority of, the votes entitled to be cast by the disinterested shareholders;
(iii) fairness of the transaction to the corporation, in substance and procedure

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17
Q

Corporate opportunity - “interest or expectancy” test

A

Whether the corporation has an existing interest or an expectancy arising from an existing right in the opportunity. An expectancy can also exist when the corporation is actively seeking a similar opportunity

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18
Q

Corporate opportunity - “line of business” test

A

Whether the opportunity is within the corporation’s current or prospective line of business. Turns on how expansively the corporation’s line of business is characterized.

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19
Q

A premarital agreement is enforceable if

A

There has been full disclosure, the agreement is fair and reasonable, and it is voluntary.

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20
Q

Separation agreements can be invalidated, in whole or in part, if…

A

the court makes a finding of fraud or unconscionability.

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21
Q

A property division award ____ be modified, while spousal/child support award ____ be modified

A

cannot, can

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22
Q

Spousal support awards can be modified based upon…

A

a significant change in a party’s circumstances

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23
Q

Under UIFSA, a state court does NOT have jurisdiction to modify an order of child support rendered by a court of another state if…

A

the original state has continuing, exclusive jurisdiction. (applies unless the parties, including the child, no longer reside in that state or the parties expressly agree to another state’s jurisdiction.)

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24
Q

Property settlements of divorce may be modified by…

A

Any court with personal jurisdiction

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25
Q

A state may prospectively modify a child support order when…

A

There is a substantial change in circumstances regarding the child’s needs or the parent’s financial situation. (The parent requesting modification has the burden)

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26
Q

A state is the child’s “home state” when…

A

the child has lived with a parent or guardian for at least six consecutive months prior to the custody proceeding

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27
Q

Under the doctrine of divisible divorce…

A

a court may have sufficient jurisdiction to grant a divorce, but lack such jurisdiction with respect to other divorce-related matters, such as property division, without personal jurisdiction over the other spouse.

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28
Q

Fault grounds for divorce include

A

adultery, cruelty, desertion, habitual drunkenness, bigamy, imprisonment, indignity, and mental disorder

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29
Q

Physical custody is…

A

the right to have the child reside with the parent and provide for routine daily care and control of the child.

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30
Q

The standard for determining child custody is…

A

The best interests and welfare of the child

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31
Q

Under (UCCJEA), a court has SMJ to enter or modify child custody or visitation orders if the state is:

A

(i) the child’s home state and has been the home state for a period of six months; or
(ii) was the child’s home state in the past six months and the child is absent from the state, but one of the parents continues to live in the state.

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32
Q

When there is no home-state jurisdiction, UCCJEA permits a court to enter or modify an order if:

A

(i) the child and at least one parent have a significant connection with the state, and (ii) there is substantial evidence in the state concerning the child’s care, protection, training and personal relationships.

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33
Q

When two people share profits/losses from a business, there is a _____ that a partnership exists

A

presumption

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34
Q

Partnership interests (are/are not) transferable

A

are

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35
Q

Property is partnership property if…

A

it is acquired in the name of the partnership.

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36
Q

Generally, a security interest that is enforceable against the debtor is said to have ______ to the collateral

A

“attached”

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37
Q

Attachment requires:

A

(i) value has been given by the secured party,
(ii) the debtor has rights in the collateral, and
(iii) the debtor has authenticated a security agreement that describes the collateral, or the secured party has possession or control of the collateral pursuant to a security agreement.

38
Q

_______ of a security interest is generally necessary for the secured party to have rights in the collateral that are superior to any rights claimed by third parties.

A

perfection

39
Q

A security interest in goods can be perfected by…

A

filing a financing statement

40
Q

A buyer of collateral subject to a perfected security interest generally takes the collateral _____ that interest.

A

subject to

41
Q

A BOCB is a person who:

A

(i) buys goods;
(ii) in the ordinary course of business;
(iii) from a merchant who is in the business of selling goods of that kind;
(iv) in good faith; and
(v) without knowledge that the sale violates the rights of another in the same goods

42
Q

If the ______ of the transaction is the creation of a security interest, then Article 9 applies regardless of the form of the transaction.

A

substance

43
Q

A PMSI in goods exists when…

A

a secured party sells goods to the debtor, and the debtor incurs an obligation to pay the secured party all or part of the purchase price.

44
Q

A PMSI in consumer goods is ______ perfected upon attachment

A

automatically

45
Q

Consumer goods are…A security interest in accounts may be perfected

A

goods acquired primarily for personal, family, or household purposes

46
Q

A consumer (“garage sale”) buyer is a person who:

A

(i) buys consumer goods for value;
(ii) for his own personal, family, or household use;
(iii) from a consumer seller; and
(iv) without knowledge of the security interest
(v) UNLESS the secured party previously filed a financing statement

47
Q

A security interest in collateral automatically attaches to ______ proceeds.

A

identifiable

48
Q

The sale of _______ is treated as creating a security interest with the purchaser of the rights being the secured party.

A

rights to payment

49
Q

A secured party can perfect a security interest by

A

(i) filing a financing statement;
(ii) possessing the collateral;
(iii) controlling the collateral; or
(iv) perfecting automatically.

50
Q

A security interest in accounts may be perfected…

A

only by filing

51
Q

Between two perfected security interests, _______ has priority.

A

the first to file or perfect

52
Q

A secured party may collect from a debtor in a _______ ______ manner

A

commercially reasonable

53
Q

A limited partner will not be personally liable for partnership obligations unless…

A

they participate in the control of the business

54
Q

A partnership is…

A

an association of two or more persons to carry on a for-profit business as co-owners

55
Q

The key test to determine whether a partnership exists is whether there is ____________

A

sharing of profits

56
Q

A person may be treated as a purported partner if…

A

(i) there is a represetntation that the person is a partner
(ii) the person makes or consents to the representation
(iii) a 3rd party reasonably relied on the representation
(iv) the 3rd party suffered damages as a result

57
Q

If a partnership is silent as to a partner’s share of losses, then…

A

the presumption is that losses are shared in the same manner as profits (“losses follow profits”)

58
Q

Can a partner transfer their partnership interest?

A

Yes

59
Q

Result of transfer of a partner’s partnership interest

A
  • the transferor partner retains all rights and duties of a partner
  • transfer does NOT cause dissolution or disassociation
  • transferee has the right to receive distributions, seek judicial order for dissolution
  • transferee does NOT have a right to participate in management or access recrods
60
Q

Partnership property ownership rule

A

Property is presumed to be P property if it was purchased with P assets or if P credit is used for financing

61
Q

How may a new partner be admitted?

A

Consent of all existing partners

62
Q

A limited liability partnership (“LLP”) is…

A

a partnership in which a partner’s personal liability for obligations of the partnership is eliminated

63
Q

A partner is ______ and ______ liable for all partnership obligations.

A

jointly and severally

64
Q

What event must occur to transform a partnership into an LLP?

A

The filing of a statement of certification

65
Q

Can a person who became a partner in an existing LLP be held personally liable for a judgment incurred by the former partnership?

A

No, however any capital contribution made by an incoming partner to the partnership is at risk for the satisfaction of such partnership obligations.

66
Q

Despite the Full Faith and Credit Clause of the U.S. Constitution, under conflict-of-law principles, a state need not recognize a marriage valid under the law of the place in which it was contracted if…

A

it violates a strong public policy of the state asked to recognize the marriage.

67
Q

Common-law marriages are considered valid if the parties:

A

(1) have the mental capacity to enter into a marriage;
(2) agree that they are married;
(3) cohabit; and
(4) hold themselves out in public as married

68
Q

The U.S. Supreme Court has held that the right of an unwed father to object to an adoption cannot be denied if…

A

the father has demonstrated that he is committed to fulfilling the responsibilities of parenthood.

69
Q

A putative father’s failure to register within a statutorily prescribed period of time constitutes…

A

a waiver of his right to notice of the adoption and irrevocably implies his consent to the adoption.

70
Q

A court has subject matter jurisdiction over custody decisions if the state is:

A

(i) the child’s home state and has been for a period of six months, or (ii) was the child’s home state in the past six months and is absent, but one of the parents continues to live in the state.

71
Q

Per capita with representation

A

Property is divided equally among the first generation with at least one surviving member. The share of a predeceased member of that generation passes to that member’s living issue. No property is allocated to a predeceased member with no issue

72
Q

Per stirpes

A

Property is divided equally by the number of children who survive or leave issue. Issue equally share the amount that the deceased ancestor would have taken if living

73
Q

Per capita (at each generation)

A

Property is divided into as many equal shares as there are living members of the nearest generation of issue and deceased members of that generation with living issue

74
Q

In order for a will to be valid, there must be:

A

(i) Writing signed by testator
(ii) Testamentary intent
(iii) At least two witnesses

75
Q

A testator has testamentary capacity when they know:

A

(i) the nature and extent of their property
(ii) the natural objects of their bounty (kids)
(iii) the disposition they are making; and
(iv) the relationship between these things and the contents of the will
NOTE: there is a presumption of capacity

76
Q

The modern trend adopted by most jurisdictions is that an out-of-wedlock child cannot inherit from her natural father unless:

A

i) The father subsequently married the mother;
ii) The father held the child out as his own and either received the child into his home or provided support;
iii) Paternity was proven by clear and convincing evidence after the father’s death; or
iv) Paternity was adjudicated during the lifetime of the father by a preponderance of the evidence

77
Q

The traditional “line-of-sight” test requires…

A

joint presence of the witnesses and the testator, who must observe or have the opportunity to observe each other sign the will.

78
Q

The modern “conscious-presence” test requires only that…

A

the party observing the act, either testator or witness, be aware that the act is being performed.

79
Q

Under the “purge theory…”

A

Portions of the will that provide in excess of the interested witness’s intestate share are invalidated

80
Q

A minority of jurisdictions and the UPC have granted courts the power to probate a noncompliant will when there is ______________ that the decedent intended for the document to serve as his will and has _____________ with the statutory formalities.

A

clear and convincing evidence; substantially complied

81
Q

Under the doctrine of Dependent Relative Revocation (DRR)…

A

Testator’s revocation of the will is disregarded if it

was based on a mistake of law or fact and would not have been done but for that mistake

82
Q

Under the theory of incorporation by reference, another writing not executed with testamentary formalities may dictate the distribution of T’s property if it:

A

(i) Existed at time of execution of the will,
(ii) Is intended to be incorporated, and
(iii) Is described in the will with sufficient certainty to permit identification

83
Q

Under a slayer statute…

A

a party cannot take property from a decedent when the party was intentionally and feloniously responsible for the decedent’s death.

84
Q

The typical durable healthcare POA statute shields the agent from civil liability for healthcare decisions, so long as they are made in _________

A

good faith

85
Q

A power of attorney (POA) is…

A

an authorization to act on someone else’s behalf in a legal or business matter.

86
Q

A power of attorney is “durable” when…

A

It is not terminated by the incapacity of the principal

87
Q

Partners in a general partnership generally have actual and

apparent authority to bind the partnership in contracts entered into in the _____________

A

ordinary course of business

88
Q

In order to file a derivative suit, the shareholder must meet the following requirements: (“SAD”):

A

(1) standing to bring a lawsuit,
(2) adequacy (the shareholder
represents the interests of the corporation), and
(3) demand (generally, the
shareholder should file a written demand and wait 90 days before filing a suit
unless irreparable injury would result or a demand would be futile).

89
Q

PMSI in goods other than inventory or livestock v. any SI:

A

has priority if perfected before or within 20 days after the debtor receives possession of collateral

90
Q

PMSI in inventory/livestock v. any SI:

A

has priority if

(i) perfected by the time the debtor receives possession of the collateral, and
(ii) the purchase-money secured party sends an authenticated notice of the PMSI to the holder of any conflicting SI before the debtor receives possession of the collateral

91
Q

Perfected PMSI v. perfected PMSI

A

the first to file or perfect has priority

Exception—a seller with a PMSI has priority over a lender with a PMSI

Rule Statements (2 decks)

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