Definition of:
Novation:
Release:
Rescission:
Revocation:
Definition of:
Novation: new contract & change parties
Release: discharge a party
Rescission: undoes a contract and restore to original positions
Revocation: withdrawal of an offer
“As is” & “with all fault” will disclaim which ones of following implied warranties?
Title, merchantability, fitness for particular purpose
Title can be disclaimed specifically- “I do not warrant title” or by judicial sale.
For merchantability, u have to state “disclaim merchantability”, “sold as is”, “sold with all faults”
For fitness for particular putpose, u have to “sold as is”, “sold with all faults”
But never use “disclaim any and all warranties”
Firm offer rule– irrevocable even w/o consideration
3 rules
Seller- must be merchant
Offer- must be in Writing and signed
Offer - must give assurances to open offer for a certain time (if no stated, Max 3 mths)
Winning a law suit under strict liability. What I need to focus?
The product was defective, dangerous, you are the merchant and it cause my injury.
Express warranty:
Any affirmation of FACT or promise from the seller to buyer(oral or written) that become part of the basis of bargain creates Express Warranty.
The Status of Frauds requires contracts sales of goods to be in Writing if they exceed $500 (myleGs). But there are 4 exceptions: SWAP
Specially manufactured goods
Written confirmation btw MERCHANTS
Admitted
Performed and accepted
Status of Frauds – six contracts requiring a Writing: MYLEGS
Marriage-
Year - can’t be performed within 1 yr
Land-
Executor - pay estate debs out of personal funds
Goods for $500 or more
Surety – to pay debt of another
Oral guarantee legal?
No. And not forceable without writing
Check/notes/cd/drafts which of these are 3p which are 2p
Only draft is 3p. (Order to pay). The rest of are 2p.
Check/notes/cd/drafts which of these are required of the magic word “pay to the order” or “to the order of bearer”, which are not required.
Only check is not required the magic word. Can simply say “pay james li”. It will be fine.
Check/notes/cd/drafts which of these are requires a specific time?
Except check is payable on dement only. The rest of required specific time.
What Real defenses are available against a holder in due course?
Forgery, fraud execution Altered, adjudicated insane Infant, illegal Discharge, duress Surety,statute
PMSI in consumer goods – when perfected?
GR - perfected as the attached date
Exception-2nd hand/garage sale rule.
You need to file to be perfected.
PMSI in non-inventory (equipment) - perfection rule
GR: PMSI in non-inventory (equipment) - has priority over all other security interests if u file perfection within 20 days.
Consumer who purchases goods in ordinary course of business – perfection needed?
No perfection needed. And the purchasers will own the consumer goods FREE of perfected security interests = other creditors has can’t get a hand on the consumer good
Definition of the following rights of surety
Exoneration:
Contribution:
Subrogation:
Reimbursement:
Exoneration: The only one here is prior to payment. Get a Court order demanding that the debtor pay.
Contribution: after payment. Right of co-surety only. To demand a pro-rata payment from other co-sureties
Subrogation: after payment. Surety 變債主
Reimbursement: recover from the debtor payments to creditor.
Composition of creditors:
Composition of creditors: is agreement btw a debtor and at least 2 creditors that the creditors will take less than full payment to discharge their debts.
For Bankruptcy:
Non-dischargeable debts includes ?
Willful and malicious injury Alimony Fraud Taxes Educational loans Debts undisclosed in the bankruptcy
Priority of Distribution of priority claims:
Secured interest
SAG WEG CTI
Filed in timely fashion
Not filed in timely fashion
Support spouse and child
Administrative expense
Gap claims
Wage
Employee benefits
Grain farmers and fishermen
Consumer deposits
Tax claims
Injury claim
Not every sale of securities is covered by1933 Act, there are Exemptions:
Securities of BRINGS:
Banks Railroads securities Insurance policies (not stock and bond) Non profit Government Short-term commercial paper 9mth
Any time you want to sue for FRAUD, what do you look for?
MAIDS:
Material fact Actual and justifiable reliance Inducement Damage Scienter (故意）
Crop. Under Security exchange act of 1934 must file:
10k, 10q, 8k
5% owner inf
TIP:
Tender offers
Insiders
Proxy solicitation
What is a tombstone ad?
It is used before a registration statement is effective. Included inf such as nature of securities, price, who is selling it and the availability of a prospectus.
Wages and employee benefits earned within how many days are qualified for priority claim?
180 days
Using a home to secured a personal loan is classify as? And limit of amount is?
What if it is to improved the home?
Deductible qualified residence interest
up to $100,000 mortgage indebtness
Up to $1,000,000
A position Difference btw substantial authority, reasonable basis, more likely than not?
substantial authority: more than 40% chance of being sustained
reasonable basis: more than 20%, disclosure required
more likely than not: more than 50%, apply to tax shelter related position
Is the buy liable? When the non-delivered good under a contract are destroyed by nature disaster.
Specifically identified good – not liable (such as potatoes from james farm, when james farm is destroyed)
Non specifically identified good – liable. (James need to buy potatoes from other farms to as remedy to buyer)
Rejection notice by the buyer is effective when?
Seller receives it
Liquidated damage def.?
The parties by agreement in the contract can predetermine the amount of damages in case of future breach.
Eg. Seller agrees to deliver good on time knowing if failing to delivery will result buyer business shutdown and loss of $4000-$8000 a day.
The seller may retain a deposit of up to $_____ or ____% of the purchase price, whichever is less, when a buyer default even if there is no liquidated damages provision
$500 or 20%
A negotiable instrument is ?
An order or promise to pay money.
Eg. Drafts, CDs promissory notes, and checks. A bond is not cause bond represents indebtness.
If the holder/HDC does not present the check within ______days and there is a bank failure, the drawer is discharged from liability for the difference.
30
Revocable or not?
Domestic letters of credit:
International letters of credit:
Domestic letters of credit:
Revocable
International letters of credit:
Irrevocable unless otherwise stated
When the creditor must sell the collateral (security interest question)?
If the collateral is consumer goods and 60% or more of the purchase price(or debt) has been paid, the creditor must sell it.
When the debtor move to another jurisdiction, a perfected secured party in the old jurisdiction has to perfect in the new jurisdiction within _____months?
Four
After four months superior claim will be lost.
Chp7 involuntarily bankruptcy- determination point: whether petitioners have $_________ or more in unsecured debts and wether debts are generally _______ as they become due.
$15425, Paid
Who may not file a voluntary petition for chp 7 relief(bankruptcy)?
Insurance companies
(Bankruptcy rule) consumer debts of up to $_______ may be made w/o showing a preference, as can _______ and _________ payments.
$5,475, alimony, child support
Under 1933 Act, Reg. D–Rule 504, what are some restrictions that crop has while giving out security offerings?
- The offering cannot be made through general advertising
- Must not put the issuer over $1mn in offerings in the past year
- The SEC must be notified within 15 days of the first sale
Under 1933 act, rule 147(involving INTERSTATE ISSUEs), business is exempted from filing if:
- Offer is made by an issuer who resides in that state
- The offering is made entirely to residents in that state
- 80% of the fund raised must use in that state
Exempt entity of 1933 act:
- Bank
- Charity
- Railroad
- Gov entities
- Farmers’ co-operatives
- Savings and loan associations
If you are a PMSI holder and the collateral is INVENTORY and you want to be ahead of other holders of conflicting security interests, what can you do?
Send notices to all holders of conflicting interest.
If the collateral is NON-INVENTORY, then you don’t need to.
Leave period under Family Medical Leave Act (FMLA) is? Paid or unpaid?
12 weeks. Unpaid
What employer is obligated to Family Medical Leave Act (FMLA)?
Over 50 employees within 75 SQ miles and Gov
To be eligible for FMLA, an employee must have worked for the employer—
A. For at least 12mths
B. At least 1250 hrs within that 12mths
COBRA (insurance health plan) applies only to companies with _____ or more employees?
20
Under COBRA (employee health plan), an previous employee and his just disabled spouse at the time of qualifying event can still have health plan of the previous company for how long? Who pay premiums?
Employee–18mths
Just disabled spouse–29mths
Employee pay premiums
Occupational Safety and Health Administration(OSHA) is authorized to develop safety equipment and requires employers to instruct employers in its use?
No.
Employer require to establish workplace safety and report on it. However, no restriction on equipment.
What ____% of eligible employees must sign to require the employer holding a election of certifying an union?
30%
Copy Right:
Is copy right need to be filed?
No, copy right is self-existing.
As long as, it is tangible, creative, original.
How long does copy right last?
A. Life of author, plus 70 yrs
B. Shorter of: 95 yrs from the date of publication or 120 yrs from the date of creation
Patent lasts _____ yrs from date of _____.
20, filling
