REG- Contracts

Question 1

Risk of Loss

Answer 1

Intent

Question 2

Estoppel

Answer 2

Promise induces party to act

Question 3

Sellers Warrenties

Answer 3

Fitness- Knows purpose; Buyer relies on seller’s expertise
Express- Words, actions, facts, description, sample
Merchantability- Merchant seller; Goods fit ordinary use

Question 4

Joint & Serveral liabilty

Answer 4

All partners for breach & torts

Question 5

Non Conflict of Interest

Answer 5

Fair transaction
Shrh majority
BOD vote w/ disinterested member

Question 6

Agent Authority

Answer 6

Express- Actual & direct
Implied- Duties
Apparent- Actions

Question 7

Corp Directors standard of due care

Answer 7

Business judgement rule

Question 8

Contract elements

Answer 8

Money invested
Common enterprise
Profit expected

Question 9

Perfection timing

Answer 9

Prior to agreement, authorization & authentication

Question 10

Attachment

Answer 10

Rights in collateral
Agreement
Value given

Question 11

Priortity order

Answer 11

Perfected
Unperfected
Exception- PMSI or Perfects w/i 20 days of possesion

Question 12

CPA liabilty 1933 & 1934

Answer 12

Scienter
Material misstatement
Relied on misstatement

Question 13

Plaintiff must prove for CPA Liability of 1933 & 1934 Acts

Answer 13

False/omitted stmt
Security included in Registration
Fails to meet Disclosure Requirements
Recission of sale & Loss recovery

Question 14

CPA Denfse to SEC Acts

Answer 14

False stmt not filed
Not rely on false stmt
Acted w/ Good Faith/Due Diligence

Question 15

SEC 1934 10(b)

Answer 15

Unlawful/deceptive securities via-
Mail
Interstate commerce
Exchange

Question 16

Uni-Lateral Contract

Answer 16

Action required

Question 17

Bi-Lateral Contract

Answer 17

One promise induces another

Question 18

Executory

Answer 18

Not yet performed