Tutorial review Flashcards
Recission
put parties back to original position
rectification
corrective remedy used to align with whats in the contract and what parties agreed tosp
specific performance
court ordered performance if damages are not suitablein
injunction
order to stop doing something
accounting
disclose all financial dealings and pay profits
quantum meruit
fair payment of partial perfromance
what are the 2 main types of terms in a contract
conditions: major/essential
warranties: minor/nonessential
misrepresentation requirements
must be an allegation of fact no opinion
must be untrue/incoorect
midled/induced into entering contract
types of misrepresentation
innocent: mistakenly representing component of contract
negligent: carelessly making statement - should have/out to have known
fraudulent: intentional misleading party - est ABCD
duress
physical threats or pressure to make somone sign a contract
undue influence
position of party taken advantage of to enter a contract
unconscionable trans
party taken advantage of bc of vulnerability or weakness
privity of contract
right/obligations are only to those in the contract
types of mistake
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
agency relationship
express/implied
ratification
estoppel
necessity
sole proprietorship
1 person - make all decisions
unlimited liability
partnership
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
corporation
separate legal entity separate from the shareholders who created it
liability of corps
on the corp itself not the shareholders, mgmt, directors
purpose of corps
creating a business with no personal liability
duty as a manager
fiduciary duty
protect creditors
business judgement rule
faced with lifting corp veil
when is the corporate veil pierced
find personal liability in cases of negligence or fraud
articles
detailed rules and regulations that gover the relationship b/w shareholders and corporation
memorandum
outlines the same of the company, auth share capital and objects of incorp
advantages of corps
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)
disadvatnages of corpd
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)
incorporated bodies
Cities
Public Institutions
Universities
Non-profit Societies
2 types of shares
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
If ABC Corp has to dissolve, what is the order of repayment to shareholders?
Creditors
Preferred shareholders
Common shareholders
control test factors
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
in what cases could an employee quit without reasonable notice
illness
unsafe working conditions
unpaid wages
contract with employer not being followed
BFOR
Exist because person would not be able to perform job properly if they did not have the quality
collective bargaining
The ability of employees to organize as a union in order to improve bargaining powers when negotiating with their employer
what are employees in canada legally entitled to
Employment standards (minimum wage, notice, holidays etc.)
Workers compensation
Health and safety
Employment insurance
purpose of IP law
Balances:
Right to financially profit from ideas/creation
Right of others to create new products and innovate\
how to protect idea?
register patent
trademark brand
confidentiality - trade secret
contrat (NDA)
4 types of IP relating to business
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
3 reqs of copy right protection
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
What are the 4 requirements for a successful patent?
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)
how do contracts end
breach
performance
agreement
frustration
What is assignment and what is one thing that cannot be assigned?
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
laches
Defence for equitable remedies of breach of contract. States that remedies will be unavailable if there has been an undue delay of plaintiff claim.
Who gets the benefit of the doubt when there is ambiguous authority?
Exceptions?
Agents.
Power to borrow money is an exception.
Name 3 advantages of partnership.
Insurance coverage, unanimous consent protection, less expensive than incorporation, tax advantages, some partnerships have limited liability
2 methods of funding for corporations
Share issuance & credit lines
What is the defence for lifting the corporate veil
Due Diligence
3 shareholder protections.
Derivative action. Oppression action. Dissent and appraisal remedy.
hat are the 6 things courts consider when setting reasonable notice
- Length of service
- Type of job
- Age of employee
- Qualifications
- Availability of similar employment
- Bad-Faith Conduct
What is the difference between ownership and possession of real property (land)?
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.
