Tutorial review

Question 1

Recission

Answer 1

put parties back to original position

Question 2

rectification

Answer 2

corrective remedy used to align with whats in the contract and what parties agreed tosp

Question 3

specific performance

Answer 3

court ordered performance if damages are not suitablein

Question 4

injunction

Answer 4

order to stop doing something

Question 5

accounting

Answer 5

disclose all financial dealings and pay profits

Question 6

quantum meruit

Answer 6

fair payment of partial perfromance

Question 7

what are the 2 main types of terms in a contract

Answer 7

conditions: major/essential
warranties: minor/nonessential

Question 8

misrepresentation requirements

Answer 8

must be an allegation of fact no opinion
must be untrue/incoorect
midled/induced into entering contract

Question 9

types of misrepresentation

Answer 9

innocent: mistakenly representing component of contract
negligent: carelessly making statement - should have/out to have known
fraudulent: intentional misleading party - est ABCD

Question 10

duress

Answer 10

physical threats or pressure to make somone sign a contract

Question 11

undue influence

Answer 11

position of party taken advantage of to enter a contract

Question 12

unconscionable trans

Answer 12

party taken advantage of bc of vulnerability or weakness

Question 13

privity of contract

Answer 13

right/obligations are only to those in the contract

Question 14

types of mistake

Answer 14

shared: both parties are mistakenin the same way
misunderstanding: both parties are mistaken but neither party is aware of others misunderstanding
onesided: only one party is mistaken

Question 15

agency relationship

Answer 15

express/implied
ratification
estoppel
necessity

Question 16

sole proprietorship

Answer 16

1 person - make all decisions
unlimited liability

Question 17

partnership

Answer 17

general: unlimited liability, own fiduciary duty to e/o
limited: only investors - cannot make day 2 day decisions
limited liability: must be registered, for professionals YOYOK

Question 18

corporation

Answer 18

separate legal entity separate from the shareholders who created it

Question 19

liability of corps

Answer 19

on the corp itself not the shareholders, mgmt, directors

Question 20

purpose of corps

Answer 20

creating a business with no personal liability

Question 21

duty as a manager

Answer 21

fiduciary duty
protect creditors
business judgement rule
faced with lifting corp veil

Question 22

when is the corporate veil pierced

Answer 22

find personal liability in cases of negligence or fraud

Question 23

articles

Answer 23

detailed rules and regulations that gover the relationship b/w shareholders and corporation

Question 24

memorandum

Answer 24

outlines the same of the company, auth share capital and objects of incorp

Question 25

advantages of corps

Answer 25

Limited Liability
Possible tax advantage (business income not taxed as personal)
Specialized management (CEO, CFO, etc.)
Transferable ownership (selling of shares)
Continuous existence (going concern)
Separate legal entity
Easier to raise capital (IPO, secondary offering, capital for financial institutions)

Question 26

disadvatnages of corpd

Answer 26

Closely regulated
Requirement to maintain certain corporate records
Most expensive form of business to organize
Extensive record-keeping necessary
Possible double taxation of profits
Directors may be held legally responsible in certain circumstances (e.g. piercing the corporate veil)

Question 27

incorporated bodies

Answer 27

Cities
Public Institutions
Universities
Non-profit Societies

Question 28

2 types of shares

Answer 28

Par-value: value of share placed by the corporation’s charter; not necessarily the actual value on the market
No-par-value: value of share is determined by the market

Question 29

If ABC Corp has to dissolve, what is the order of repayment to shareholders?

Answer 29

Creditors
Preferred shareholders
Common shareholders

Question 30

control test factors

Answer 30

employers power of selection of the employee
does employer pay wages
employers right to control method of doing work
employers right to suspend or dismiss worker

Question 31

in what cases could an employee quit without reasonable notice

Answer 31

illness
unsafe working conditions
unpaid wages
contract with employer not being followed

Question 32

BFOR

Answer 32

Exist because person would not be able to perform job properly if they did not have the quality

Question 33

collective bargaining

Answer 33

The ability of employees to organize as a union in order to improve bargaining powers when negotiating with their employer

Question 34

what are employees in canada legally entitled to

Answer 34

Employment standards (minimum wage, notice, holidays etc.)
Workers compensation
Health and safety
Employment insurance

Question 35

purpose of IP law

Answer 35

Balances:
Right to financially profit from ideas/creation
Right of others to create new products and innovate\

Question 36

how to protect idea?

Answer 36

register patent
trademark brand
confidentiality - trade secret
contrat (NDA)

Question 37

4 types of IP relating to business

Answer 37

copyright: monopoly over creative works but not the idea
patent: govt granted monoplythat allows inventors to produce, sell adn profit from invention
trademark:distinguishable name, symbol, logo
trade secret: formula. pattern, device that create advantage or product

Question 38

3 reqs of copy right protection

Answer 38

Original: a new idea
Fixed: not in your head
Connection: created in Canada or by Canadian or a country that is member of IP treaties

Question 39

What are the 4 requirements for a successful patent?

Answer 39

Patentable subject matter: cannot patent theories, medical treatments; can patent business methods, computer programs
Novelty: new
Non-obvious: e.g. Bread (would someone have come to the same result based on common knowledge?)
Utility: serve a useful function (makes life easier/better)

Question 40

how do contracts end

Answer 40

breach
performance
agreement
frustration

Question 41

What is assignment and what is one thing that cannot be assigned?

Answer 41

Assignment: person entitled to receive a benefit under a contract can transfer that benefit to a third party

Rights to support payments, rights to sue another in a tort action, certain benefits

Question 42

laches

Answer 42

Defence for equitable remedies of breach of contract. States that remedies will be unavailable if there has been an undue delay of plaintiff claim.

Question 43

Who gets the benefit of the doubt when there is ambiguous authority?

Exceptions?

Answer 43

Agents.

Power to borrow money is an exception.

Question 44

Name 3 advantages of partnership.

Answer 44

Insurance coverage, unanimous consent protection, less expensive than incorporation, tax advantages, some partnerships have limited liability

Question 45

2 methods of funding for corporations

Answer 45

Share issuance & credit lines

Question 46

What is the defence for lifting the corporate veil

Answer 46

Due Diligence

Question 47

3 shareholder protections.

Answer 47

Derivative action. Oppression action. Dissent and appraisal remedy.

Question 48

hat are the 6 things courts consider when setting reasonable notice

Answer 48

1. Length of service
2. Type of job
3. Age of employee
4. Qualifications
5. Availability of similar employment
6. Bad-Faith Conduct

Question 49

What is the difference between ownership and possession of real property (land)?

Answer 49

Ownership - fee simple: the right to use and sell land subject only to local restrictions.

Possession - exists under leasehold estates: lessee is granted exclusive possession.