Professor's MCQ Flashcards
Mykal, an attorney, represents Spatula World in a slip and fall accident that occurred at Spatula World’s spatula boutique in Coral Gables. Is Mykal Spatula World’s agent? Select the best answer.
a. Yes, because Mykal is an attorney.
b. Yes, because Mykal is Spatula World’s attorney.
c. Yes, if Mykal is employed by Spatula World as Spatula World’s in-house counsel.
d. Yes, if Mykal is employed by a law firm retained by Spatula World.
c. Yes, if Mykal is employed by Spatula World as Spatula World’s in-house counsel.
Dena represents Wacky World, a family entertainment empire that operates several very popular amusement parks, with rides and attractions designed around characters from its signature animated films. Wacky World aims to build a new park in Florida, entering head to head competition with the well-known theme parks already established in Orlando. It instructs Dena to identify parcels near Orlando that might be stitched together into one block large enough for a new park. She is under orders not to disclose that she represents a principal, and not to make any purchases in excess of $100,000 without prior approval. Dena nevertheless jumps at the opportunity to buy two parcels, one from Mary and the other from Robert. She bought Mary’s first, even though Mary demanded $125,000, because she was sure Wacky World would subsequently approve it.
Which statement below is correct?
a. The contract with Mary is enforceable against Wacky World because Dena had actual authority to enter into the contract.
b. The contract with Mary is enforceable against Wacky World because Dena had apparent authority to enter into the contract.
c. The contract with Mary is enforceable against Wacky World because Dena made the contract on Wacky World’s behalf.
d. The contract is not enforceable against Wacky World.
d. The contract is not enforceable against Wacky World.
When the principal is undisclosed, the agent must have actual authority to bind the principal. Here, although Dena believed that Wacky World would approve the contract and therefore retroactively made the contract entered with actual authority, Wacky World also made it clear that Dena had no authority to purchase any land worth more than $100,000 without prior approval. Therefore, Dena did not have actual authority and Wacky World would not be bound.
In late-2019, Neon Husk, an eccentric billionaire and serial entrepreneur, formed an entity to explore harnessing the Earth’s magnetic field to generate electricity. He named the entity Magneato. Famed scientist, Dr. Shock, agreed to serve as Magneato’s chief science officer (“CSO”) without pay. Dr. Shock was independently wealthy and believed that his service to Magneato would benefit humanity.
A year into Dr. Shock’s service as Magneato’s CSO, Dr. Shock sold a Magneato trade secret to a foreign state agent. Can Neon Husk sue Dr. Shock for breach of fiduciary duty?
a. No; Mr. Husk has provided no consideration for Dr. Shock’s service and therefore there is no agency relationship between the two.
b. No; Dr. Shock is a gratuitous agent and has no fiduciary duties.
c. Yes; even though Dr. Shock is a gratuitous agent.
d. Yes; because Dr. Shock likely committed a crime.
c. Yes; even though Dr. Shock is a gratuitous agent.
Jim, an employee of Bill’s Burger Hut (“BBH”), a corporation whose sole business is to own and operate a fast food restaurant, is entrusted with operation of the French fry cooker located in the restaurant’s kitchen. Jim has no “front of house” or customer-facing job duties. One day Jim becomes incensed at a customer who returned an order claiming the fries were soggy. Jim exited the kitchen and poured hot fry oil on the customer causing a disfiguring injury. If BBH escapes liability for the customer’s injuries, it is most likely because of:
a. Lack of an agency relationship between BBH and Jim.
b. Lack of an employer-employee relationship between BBH and Jim.
c. The nature of Jim’s work.
d. For reasons of public policy embodied in the concept of “respondeat superior,” BBH likely cannot escape this liability.
c. The nature of Jim’s work.
It is clear that Jim is BBH’s employee-agent. However, given the nature of Jim’s duties, it is possible that direct customer services is not within the scope of Jim’s employment.
Alex and Barb, platonic friends since childhood, have begun a newsletter or “zine” for fans of their local music scene. Though they’ve kept their day jobs, they spend most of their free time together producing the ‘zine, which they create each week in the garage of the house they rent together. They distribute it for free but earn revenue through sales of advertising, and more often than not break even or even turn a small profit. Their dreams are much bigger, though, and plan for it eventually to be their sole employment. The ‘zine was initially Alex’s idea, and he put the first several issues together by himself in his dorm room while still in college. When he told Barb about it, she asked if she could help, and said “Just tell me what to do . . . I don’t know anything about this kind of stuff, so I’ll just do whatever you tell me to do.” They then bought some printing equipment to do a more professional job, deciding between themselves to “go half-sies” on the cost. They both worked on the actual production of each issue, made sales of advertising space, and made deliveries of the ‘zine to newsstands, bars and coffee shops. Alex and Barb don’t keep formal books (except for the checkbook of their joint checking account, in which Alex deposits checks from advertising clients, and from which he pays expenses), and they have never written down any sort of agreement between themselves.
Which of the following suggests that Alex and Barb formed a partnership?
a. Evidence of sharing profits.
b. Capital contributions.
c. Evidence of sharing losses.
d. All of the above.
d. All of the above.
The indication that they share profits and losses is that the proceeds are deposited into and expenses paid from a joint checking account. And Alex and Barb appear to have made capital contributions by paying for equipment together.
Which statement below is true?
a. The sharing of profits among persons engaged in economic activity conclusively establishes the existence of a partnership among those persons.
b. The sharing of profits among persons engaged in economic activity creates a presumption that a partnership exists among those persons.
c. In Florida, the formation of a partnership requires filing certain documents with the Florida Department of State.
d. In Florida, only natural persons may form a partnership.
b. The sharing of profits among persons engaged in economic activity creates a presumption that a partnership exists among those persons.
In Florida, the formation of a partnership does not require filing certain documents with the Florida Department of State. Further, under Florida law, natural persons and other legal persons may form partnerships. The sharing of profits among persons creates a presumption that a partnership exists, but profit sharing does not conclusively establish the existence of a partnership.
A, B and C form the ABC Partnership. As part of their initial agreement, they each contribute $10,000 in capital. At the time of formation, C owned a building with some unused office space. A, B and C agree in writing that office space will remain the personal property of C. A, B, and C further agree in writing that the partnership will have the use of this office space on a month-to-month basis, in exchange for $500 per month paid to C from the partnership’s funds. C is permitted to sell this office building and to keep any profits earned thereupon. True or false?
a. True, even though the building is partnership property.
b. True. The building is not partnership property.
c. False. The building is partnership property.
d. False. She is permitted to sell the building, because she has sufficient authority to do so, but she may not retain the profits from the sale for herself.
True. The building is not partnership property.
Here, the partnership rents C’s building and C did not contribute the building to the partnership. It therefore remains her personal property.
X, Y and Z are the members of the XYZ Partnership (“XYZ”). They are each skilled craftspeople who make handmade furniture for the partnership to sell, using tools and raw materials purchased by the partnership. Z has made a chair, in the same manner in which he’s made all his other products for the partnership, but he is particularly fond of this chair and does not want to part with it. Z can unilaterally refuse to sell this item, despite X and Y’s desire to sell it. True or false?
a. True. He made it and it is therefore his.
b. True. The chair is an item of “partnership property,” and the partnership cannot assign any of the partners’ interests in “specific partnership property” unless it assigns all of their interests.
c. True. Since Z has equal rights in the management of the partnership, he can decide whether to sell the chair or not.
d. False
d. False
Z made the chair using tools and raw materials that were themselves partnership property, and therefore the chair is also partnership property. A partner has no right to use partnership property for non-partnership purposes. Further, although Z does have equal rights in the management of the partnership (by default), X and Y could overrule Z by simple majority vote.
D’Angelo and Pino formed a general partnership to sell wood carvings at regional flea markets, craft fairs, and festivals. They both agreed that neither partner would sell any of their Brazilian rosewood carvings below asking price without the other partner’s approval. During the Winter Park Arts Festival, while D’Angelo was taking his lunch break, Pino agreed to sell a Brazilian rosewood manatee carving to a well-known local politician for a 25% discount. Pino and the politician further agree that Pino will hold onto the carving until later that evening when the politician could return with a pickup truck to retrieve the carving.
When D’Angelo returned from lunch and learned of the sale, he yelled at Pino: “Absolutely not! You were supposed to ask me before selling the manatee at a discount. This sale as void!” Then D’Angelo loaded the manatee carving into his SUV and left the festival.
Is the partnership bound by Pino’s agreement with the politician? Choose the best answer.
a. Yes, because Pino is a partner and partners can always bind their partnerships.
b. Yes, unless the politician knew about the limitation on Pino’s authority to authorize sales of Brazilian rosewood carvings.
c. No, because Pino lacked authority to authorize the sale.
d. No, because D’Angelo repossessed the statute before the politician could take possession of it.
b. Yes, unless the politician knew about the limitation on Pino’s authority to authorize sales of Brazilian rosewood carvings.
RUPA (2013) and FRUPA:
Partners are agents of the partnership who can bind the partnership by action taken in the ordinary course of business, unless the partner did not have authority to act for the partnership in the matter at hand and the person with whom the partner was dealing knew or had reason to know the partner lacked authority.
Partners cannot bind a partnership by action taken not in the ordinary course of business, unless actually authorized by the partnership.
In Florida, a corporation comes into existence:
a. When the incorporators indicate their desire to incorporate by spoken words, written words, or conduct.
b. When articles of incorporation are delivered or mailed to the Secretary of State.
c. When two or more persons agree to act as co-owners of a corporation for profit.
d. When articles of incorporation are filed by the Department of State.
d. When articles of incorporation are filed by the Department of State.
The MBCA provides a clear line with respect to when corporate existence commences: It is when the articles are filed. Although one colloquially refers to the incorporator as being the one who files the articles, a quick look at the statute makes it clear that the incorporator causes the delivery of the articles to the Secretary of State for filing. The filing is, however, retroactive to the date of delivery.
The directors of WorldCorp, a Florida corporation, are considering issuing 10,000 additional shares of common stock. After considering numerous reports and expert valuations, the directors determine that the issuance would benefit the corporation. However, before issuing the shares, the directors bring the matter up for a shareholder vote at WorldCorp’s regular annual meeting.
Which statement below is most correct based on the facts above?
a. Bringing the stock issuance up for a shareholder vote is improper; directors alone may authorize stock issuances.
b. The shareholder vote is proper because shareholders retain the right to vote on stock issuances by default.
c. While directors retain the right to issue stock by default, the shareholder vote here is proper if authorized in WorldCorp’s articles of incorporation.
c. While directors retain the right to issue stock by default, the shareholder vote here is proper if authorized in WorldCorp’s articles of incorporation.
FBCA § 607.0621 Issuance of shares.—
(1) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation.
Layla and Robert have co-developed an AI technology for application in the audio recording industry. The technology automatically adjusts the sonic character of a recorded instrument to match the sonic character of another recording. For example, a user of the technology could instruct the AI platform to make a recorded guitar track sound like it was recorded using Jimi Hendrix’s instruments and amplifiers.
On May 1, 2024, Layla and Robert file articles of incorporation with the Florida Department of State for their new enterprise, which they name GuitarAI, Inc. On May 3, 2024, Robert signed a contract with Sun Media, a video production company, to film several short videos to market the new technology on social media and YouTube. Robert signed the Contract as “Robert, Founder and Chief Marketing Officer, GuitarAI.”
On May 4, 2024, Layla receives a notice from the Department of State stating that the May 1 filing was defective for containing an invalid or illegible signature.
On May 6, 2024, Layla and Robert cured the defective filing.
On May 7, 2024, Robert phoned Sun Media and said: “We have a problem. Back when we signed our contract, unbeknownst to me, GuitarAI didn’t actually exist. So, technically the contract is void. Sorry, but GuitarAI won’t be moving forward with Sun Media. We’re going to shop around and find someone to do the work for a better price.”
If the dispute remains unresolved and Sun Media sues Robert individually, does Robert have a potential defense?
a. Yes: de facto corporation.
b. Yes: corporation by estoppel.
c. Yes: both (A) and (B)
d. No.
c. Yes: both (A) and (B)
The equitable doctrines of de facto corporation and corporation by estoppel are both potentially applicable in contract cases. However, corporation by estoppel is only applicable in contract cases, whereas de facto corporation is also available in tort cases. This is a contract case.
De facto corporation is an equitable remedy that a court may award when a party reasonably and in good faith believes a corporation has been formed, but it hasn’t. Courts generally require a showing that substantial steps were taken towards the formation of the corporation. Here, Layla filed articles of incorporation with the Department of State, but failed to affix a compliant signature to the articles. This minor oversight likely means that Layla took substantial steps towards incorporation. Further, we have no reason to believe, based on the facts, that Robert had any reason to believe that the corporation hadn’t been formed.
Corporation by estoppel arises when a third party deals with a person (or persons) believing they are a corporation and later attempts to deny the corporation’s existence. In such a case, the third party may be estopped from denying the existence of the corporation.
Acme Corp.’s articles of incorporation authorize the issuance of the following three classes of shares:
Class A Common
-Economic rights: holders are entitled to receive the net assets of the corporation upon liquidation.
-Voting rights: none.
Class B Common
-Economic rights: none, other than the right to transfer.
-Voting rights: none.
Preferred
-Economic rights: holders are entitled to an 8% annual dividend.
-Voting rights: none.
Why is the authorization improper?
a. The authorization is improper because there is no class of shares with voting rights.
b. The authorization is improper because Class B Common shares have no economic rights, other than the right to transfer.
c. The authorization is improper because the Preferred shares have no voting rights.
d. The authorization is improper because Class B Common have no economic rights, other than the right to transfer.
a. The authorization is improper because there is no class of shares with voting rights.
The FBCA grants corporations wide discretion to classify shares and endow shares with myriad economic and voting rights. However, the FBCA requires that (a) at least one class (or series) of shares must have unlimited voting rights and (a) at least class (or series) of shares must entitled to receive the net assets of the corporation upon dissolution. Here, Class A Common shares are entitled to receive the net assets of the corporation upon dissolution. However, no class (or series) of shares is entitled to receive the net assets of the corporation upon dissolution. The remaining answers are wrong. A corporation may curtail the economic and coting rights of shares, so long as the foregoing two conditions are met.
NewCo’s articles of incorporation authorize the issuance of up to 100,000 shares of $1 par value stock. NewCo issues 10,000 shares to Ali in exchange for 1,500 shares of Peach, Inc. stock. Was the issuance to Ali proper under Florida law? Choose the best answer.
a. Yes, because the 1,500 shares of Peach, Inc. stock constitute “any tangible benefit” to NewCo.
b. Yes, if NewCo’s board of directors determined that the the 1,500 Peach, Inc. shares were valued at $10,000 or more and were thus “adequate” consideration.
c. No, because a corporation may not acquire shares in another corporation.
d. No, because the only appropriate consideration here is cash since the NewCo shares have a par value of $1.
b. Yes, if NewCo’s board of directors determined that the the 1,500 Peach, Inc. shares were valued at $10,000 or more and were thus “adequate” consideration.
It is incumbent on the board to determine that the amount of consideration is “adequate.” Here, the consideration would be adequate if the Peach, Inc. stock meets or exceeds the par value of the NewCo stock.
Bad & Lousy LLP advises its corporate client that a Florida corporation must hold its annual shareholder meeting in the state of Florida at its principal office. How would you advise the client?
a. Bad & Lousy LLP is correct.
b. A Florida corporation may hold its annual shareholders meeting in or out of state, and the meeting shall be held at the corporation’s principal office by default if the meeting notice does not state a place (or a place is not fixed in accordance with the bylaws).
c. It is true that a Florida corporation must hold it’s annual shareholders meeting in the state of Florida, but it is not true that the meeting must be held at a corporation’s principal office.
d. It is not true that a Florida corporation must hold it’s annual shareholders meeting in the state of Florida, but it is true that the meeting must be held at a corporation’s principal office.
b. A Florida corporation may hold its annual shareholders meeting in or out of state, and the meeting shall be held at the corporation’s principal office by default if the meeting notice does not state a place (or a place is not fixed in accordance with the bylaws).
FBCA § 607.0701: “Annual meetings of shareholders may be held in or out of this state at a place stated in or fixed in accordance with the bylaws or, when not inconsistent with the bylaws, stated in the notice of the annual meeting. If no place is stated in or fixed in accordance with the bylaws, or stated in the notice of the annual meeting, annual meetings shall be held at the corporation’s principal office.”
The purpose of a corporation’s annual shareholder meeting must be stated in the meeting notice.
True
False
False
FBCA § 607.0705: Notice must be given no less than 10 days or more than 60 days before the meeting. Must be in writing and specify:
Date
Time
Place
Means of remote communications, if any
For special SH meetings: purposes for which the
meeting is called (not required for annual meetings)
Under Florida law, how many shares must vote in favor of a director for that director to be elected?
a. By a simple majority of all outstanding shares, unless the articles of incorporation or bylaws fix a greater percentage.
b. By a plurality of all outstanding shares, unless the articles of incorporation or bylaws fix a greater percentage.
c. By at least two-thirds of all outstanding shares entitled to vote in the election, unless the articles of incorporation or bylaws fix a greater percentage.
c. By a plurality of all outstanding shares entitled to vote in the election, unless the articles of incorporation or bylaws fix a greater percentage.
FBCA § 607.0728(1): “Unless otherwise provided in the articles of incorporation, or in a bylaw that fixes a greater voting requirement for the election of directors and that is adopted by the board of directors or shareholders of a corporation having shares registered pursuant to s. 12 of the Securities Exchange Act of 1934 at the time of adoption, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. A bylaw provision or amendment adopted by shareholders which specifies the votes necessary for the election of directors may not be further amended or repealed by the board of directors.”
Chadagonia, Inc., a Florida corporation, manufactures outdoor apparel. Although originally intended for hikers, mountain climbers, and other outdoor enthusiasts, Chadagonia’s current dominant consumer demographic is upper-middle-income young men named Chad. In any event, Chadagonia amended its bylaws to include the following provisions:
- “The Board of Directors shall consists of 18 people” [the Board previously consisted of 12 people];
- “The number of directors required to constitute a quorum at a meeting of the board of directors shall be six (6).”
Are the bylaw amendments enforceable?
a. Provision 1 is enforceable, but Provision 2 is not enforceable because 6 is an impermissibly low number of directors to constitute quorum.
b. Neither provision is enforceable, because increasing the size of the board and/or fixing director quorum must be done in the Articles of Incorporation.
c. Provision 1 is not enforceable because increasing the size of the board must be done in the Articles of Incorporation.
d. Both provisions are enforceable.
d. Both provisions are enforceable.
Please carefully review:
-FBCA § 607.0803(2): “The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the articles of incorporation or the bylaws.”
-FBCA § 607.0824(2): “The quorum of the board of directors specified in or fixed in accordance with the articles of incorporation or bylaws may not consist of less than one-third of the specified or fixed number of directors.”
BigCo, Inc., a publicly traded holding company, owns 100% of the shares of LilCo., a corporation engaged in oil exploration. LilCo’s board is appointed and elected entirely by BigCo. More than half of LilCo’s board also sits on BigCo’s board. Further, BigCo often instructs LilCo’s board to distribute funds to BigCo when BigCo is in need of cash, effectively stripping LilCo of all cash assets. Recently, LilCo announced that because of poor earnings it will be unable adequately to fund employee pension obligations, which are a contractual obligation of LilCo. LilCo’s employees bring a “piercing the corporate veil” cause of action against BigCo and its shareholders for this breach of contract. This action most likely will:
a. Succeed with respect to both BigCo and its shareholders.
b. Succeed with respect to BigCo but not its shareholders.
c. Succeed with respect to BigCo’s shareholders but not with respect to BigCo.
d. Fail.
b. Succeed with respect to BigCo but not its shareholders.
(B) is probably the correct answer, because BigCo failed to treat LilCo as a genuinely separate entity. There are no apparent grounds for holding BigCo’s shareholders liable (such as undercapitalization or syphoning of funds) so (A) and (C) are incorrect. In fact, there are virtually no cases in which the shareholders of a publicly held corporation have been held liable for its debts.
AgBeast, Inc., a publicly traded corporation, is a holding company operating in a variety of agricultural lines of business. One of AgBeast’s wholly owned subsidiaries, LilMoo Corp., owns and operates several mid-sized dairy farms. AgBeast’s CEO, Bob, happened to be visiting LilMoo’s headquarters last year and was surprised to learn that LilMoo’s delivery truck drivers had been instructed to never exceed a posted speed limit. Knowing that one of LilMoo’s most significant problems was customer dissatisfaction over late deliveries, Bob drafted a memo to all LilMoo drivers instructing them to drive at up to ten miles over any posted limit whenever feasible. Bob insisted that the memo be distributed immediately on LilMoo letterhead.
Shortly thereafter, injuries involving LilMoo drivers increased 80%. On these facts, Bob’s wrongdoing would strongly support piercing the corporate veil to permit tort victims to collect from AgBeast. True or false?
a. True. The doctrine of piercing the veil is applied very flexibly to “prevent fraud or injustice.”
b. True. The facts suggest that Bob considered LilMoo to be AgBeast’s “alter ego” and that there is no meaningful distinction between Bob and LilMoo.
c. True, if AgBeast has occasionally caused LilMoo to make distributions to AgBeast when AgBeast itself has had cashflow needs.
d. False.
d. False.
Certainly the facts as stated give no hint that LilMoo has been treated with the disregard of formality and legal distinctness needed to pierce the veil. In fact, unless LilMoo is wholly owned (the facts do not state), it is very unlikely that the kind of disregard necessary could occur, without inviting shareholder litigation or objection by LilMoo’s management.
One May 7, 2021, the board of Theta Corp. authorized the issuance of 1,000,000 common shares for $75 per share. The issuance brought $75 million of cold hard cash into the corporation. Three years after the issuance, and after numerous disastrous investment and strategic business decisions, Theta Corp. was facing insolvency. Then, as if matters couldn’t get any worse, a facility owned by Theta Corp. collapsed, resulting in the death or serious injury of dozens of people. The victims (and their estates) sued Theta for negligence and asked the court to pierce Theta’s corporate veil to allow victims to collect from Theta’s shareholders. Is veil piercing appropriate here?
a. On these facts, no.
b. Yes, because Theta was undercapitalized at the time of the collapse.
c. Yes, because Theta was facing insolvency at the time of the collapse.
d. Yes, because Theta was a mere façade of its shareholders.
a. On these facts, no.
The facts indicate that Theta faced financial insolvency after numerous bad investments and strategic mistakes. However, the facts say nothing whatsoever about the adequacy of Theta’s capitalization. Indeed, the $75 million stock issuance could have more than adequately capitalized Theta at the time of the issuance. While it’s unfortunate that Theta may now be unable to satisfy a judgment, the mere fact that the business is not performing well and now faces insolvency is not a sufficient basis for veil piercing.
Kappa Corp.’s board of directors consists of eight individuals and a vacant seat. Kappa develops real estate across the state of Florida. In an effort to lure more funding from Sunshine Credit Union, shareholders elect to have Sunshine Credit Union serve on the board. Sunshine Credit Union accepts the nomination and sends a senior-level executive to represent the credit union at Kappa’s board meetings. This arrangement is proper. True or false?
True
Fase
False
Directors must be “individuals” or natural persons, not entities. The fact that the credit union sends an agent who is a natural person to board meetings does not satisfy the requirement.
CleanGreen, Inc. manufactures “vape” cartridges that contain synthetic tetrahydrocannabinol (“THC”) alternatives. CleanGreen recently missed payroll and is struggling to meet other financial obligations. CleanGreen’s accountants and attorneys have determined that CleanGreen owes or may owe significant obligations to the following parties:
I. State Bank: unpaid loan in the amount of $1.5MM.
II. Discovery Card: unpaid company credit card balances totaling $125,000.
III. Florida Electric Company: unpaid utilities bills totaling $75,000.
IV. Employees: unpaid wages totaling $3MM.
V. Florida Department of Revenue: unpaid state taxes totaling $20,000.
VI. Tort Victims with Judgments: this class of claimants holds various tort claims against CleanGreen that have been reduced to judgments in the aggregate amount of $5MM.
VII. Tort Claimants Without Judgments: this class of claimants holds various tort claims against CleanGreen that have not been resolved or reduced to judgments.
Which of the parties listed above is a “creditor”?
A. Only State Bank and Discovery Card.
B. State Bank, Discovery Card, Florida Electric Company, and Florida Department of Revenue.
C. All parties listed above except for the tort claimants who have not yet obtained judgments or otherwise resolved their tort claims.
D. All parties listed above are creditors.
D. All parties listed above are creditors.
(D) is the correct answer. Remember, a creditor is any party with a legal or equitable claim against a debtor, even if the claim is unresolved.
