Business Law Flashcards
(249 cards)
1
Q
Securities Act of 1933
A
Created to regulate the securities market.
2
Q
Securities and Exchange Act of 1934
A
Created the SEC
3
Q
Securities Exchange Commission
A
SEC, regulates the Securities Market
4
Q
Common Stock
A
Right of Ownership with Voting Priveliges
5
Q
Preferred Stock
A
Ownership with fixed dividends but not always voting rights.
6
Q
Stockholders
A
Do not need to be paid back. Last investors to be paid on dissolution.
7
Q
Registration Statement
A
Must include how the funds will be used, description of properties and business, information about the management, an independent financial statement, and any pending lawsuits.
8
Q
Prospectus
A
Provided to investors, describes security being sold, issuing corporation, and risk attached to the security.
9
Q
SEC Act Section 10
A
Prohibits the use of any deceptive practices
10
Q
Investment Company Act of 1940
A
Regulated mutual funds and other investment companies
11
Q
Blue Sky Laws
A
State statutes that prevent the sale of securities with no more basis than “so many feet of blue sky”.
12
Q
Personal Property
A
Moveable; anything that’s not real property.
13
Q
Real Property
A
Land and everything permanently attached, subsurface, air rights, plants, fixtures.
14
Q
Fixtures
A
A thing that was once personal property but has become attached to real property, thus becoming part of the real property. Ex. a building.
15
Q
Fee Simple Absolute
A
One who owns this bundle of rights is said to hold the property in its most complete form of ownership.
16
Q
Fee Simple Defeasible
A
Ownership in fee simple that can end if a specified event or condition occurs.
17
Q
Fee Tail
A
An estate subject to limitations concerning who may inherit the property, which is ordinarily created by a deed or a will.
18
Q
Life Estate
A
Life tenant has rights to the land as long as they live. Can be beneficial if an older person needs money and doesn’t have any heirs.
19
Q
Deed
A
Must contain names of buyer and seller, intent, description, the seller’s signature.
20
Q
Adverse Possession
A
Acquisition of a title to real property by occupying it openly without the consent of the owner for a period of time specified by a state statute (3-30 years).
21
Q
Leasehold Estate
A
An estate in reality held by a tenant under lease. Tenant has a qualified right to possess/use the land.
22
Q
Tenancy For Years
A
Created by an express contract that leases property for a specified period of time.
23
Q
Periodic Tenancy
A
Lease in land for an indefinite period, with payments at fixed intervals.
24
Q
Tenancy at Will
A
Either party can terminate without notice: usually after a tenant has exceeded the tenancy for years, but still occupying with landlord’s consent.
25
Tenancy at Sufferancy
Tenant who, after rightfully leasing, continues (wrongfully) to occupy property after lease has terminated. Tenant has no rights to possess the property and does so only because landlord hasn't evicted yet.
26
Settlor
The person who creates the trust.
27
Trustee
The person who holds the property for another's benefit.
28
Beneficiary
The person who is benefited by the trust. Cestui Qute Trust.
29
Cestui Que Trust
Beneficiary. The person who is benefited by the trust.
30
Trust Res
Property that comprises the trust. a.k.a. corpus, principal, or subject matter.
31
Historical View
Emphasizes evolutionary process of law and looks to the past to discover what contemporary laws should be.
32
Legal Realism
1920s-1930s. Advocated a less abstract and more realistic approach to law. Takes into account customary practices.
33
Natural Law
The belief that the government and law should reflect universal moral and ethical principles that are inherent in human nature. One of the oldest and most significant schools of legal thought.
34
Jurisprudence
The science or philosophy of law.
35
Curiae Regis
King's court.
36
Precedent
A decision that furnished an example or authority for deciding subsequent cases involving similar legal principles or facts.
In order to ensure that decisions are consistent with one another, judges in a common law system are bound to follow decisions of previous cases involving similar fact patterns
37
Stare Decisis
"Let the decision stand".
The notion that judges must make decisions consistent with precedent is called
38
Binding Authority
Any source of law that a court must follow when deciding a case.
39
Remedy
The relief given to an innocent party to enforce a right or to compensate for the violation of a right.
The means to achieve justice in any matter in which legal rights are involved.
40
Equity Law
A branch of law, founded in justice and fair dealing, that seeks to supply a fairer and more adequate remedy when a remedy at law would be insufficient.
Chancery?
41
Case Law
Court decisions.
42
National Conference of Commissioners on Uniform State Laws
| NCCUSL. 1892. To help promote legal uniformity between states.
NCCUSL. 1892. To help promote legal uniformity between states.
43
Uniform Commercial Code
UCC. 1952. Facilitates commerce among the states by providing a uniform, yet flexible, set of rules governing commercial transactions.
44
American Law Institute
ALI
45
District Attorney
DA
46
Civil Law
Spells out rights and duties that exist between persons and between persons and their governments, and the relief available when a person's rights are violated.
47
Criminal Law
Has to do with wrongs committed against society for which society demands redress. Object is to punish the wrongdoer.
48
International Law
The body of written and unwritten laws observed by independent nations and governing the acts of individuals as well as governments.
49
Cyber Law
Informal term. Refers to all laws governing electronic communications and transactions, particularly those conducted via the Internet.
50
Commerce Clause
Article I, Section 8 of the U.S. Constitution that gives Congress the power to regulate interstate commerce.
51
Gibbon vs Ogden
1824. Commerce within states could also be regulated by the national government as long as the commerce "substantially affected" commerce involving more than one state.
52
Griswold v Conneticut
1824. Commerce within states could also be regulated by the national government as long as the commerce "substantially affected" commerce involving more than one state.
53
Freedom of Information Act
1966. FOIA. Allows any person to request copies of any information on themselves contained in federal government files.
54
Privacy Act
1974. Information on individuals cannot be shared without the person's consent. Agencies must ensure the reliability of the information.
55
Marbury v Madison
Judicial review.
56
Limited Jurisdiction
Happens when a court is limited to specific subject matter, such as probate or divorce.
57
Original Jurisdiction
The case if first tried.
58
Appellate Jurisdiction
For the appeals process.
59
Complaint
Filed by the plaintiff with the court to initiate the lawsuit; served with a summons on the defendant.
60
Answer
Admits or denies allegations made by the plaintiff; may assert a counterclaim or an affirmative defense.
61
Motion to Dismiss
A request to the court to dismiss the case for stated reasons, such as the plaintiff;s failure to state a claim for which relief can be granted, or because it has been settled out-of-court, or improper venue.
62
Deposition
Sworn testimony by a party to the lawsuit or any witness.
63
Interrogatories
Written questions and answers to these questions made by parties to the action with the aid of their attorneys.
64
Various Requests
For admission, documents, medical examination, and so on
65
Voir Dire
Jury selection. "To see, to speak."
66
Negotiation
The parties come together, with or without attorneys to represent them, and try to reach a settlement without the involvement of a third party.
67
Mediation
The parties themselves reach an agreement with the help of a neutral third party, called a mediator, who proposes solutions. At the parties' request, a mediator may make a legally binding decision.
68
Arbitration
A more formal method of ADR in which the parties submit their dispute to a neutral third parts, the arbitrator, who renders a decision. The decision may or may not be legally binding, depending on the circumstances.
69
Alternative Dispute Resolution
ADR
70
Summary Jury Trials
SJTs.
71
Quid pro Quo
"Something for something". To identify what each party to an agreement expects from the other, sometimes called mutual consideration.
72
Federal Torts Claim Act
1948. Removed the power of the federal government to claim immunity from a lawsuit for damages due to negligent or intentional injury by a federal employee in the scope of his/her work for the government.
73
Administrative Procedure Act
The federal act which established the rules and regulations for applications, claims, hearings and appeals involving governmental agencies.
74
Employment-At-Will
A provision found in many employment contracts which suggest the employee works at the will of the employer, and which the employers insert in order to avoid claims of termination in breach of contract, breach of the covenant of good faith and fair dealing, or discrimination.
75
Revocation
Mutual cancellation of a contract by the parties to it.
76
Renunciation
Giving up a right, such as a right of inheritance, a gift under a will or abandoning the right to collect a debt on a note.
77
Agent
A person who is authorized to act for another (the agent's principal) through employment, by contract or apparent authority.
78
Bailor
A person who leaves goods in the custody of another, usually under a "contract of bailment," in which the custodian ("bailee") is responsible for the safekeeping and return of the property.
79
Bailment
The act of placing property in the custody and control of another, usually by agreement in which the holder (bailee) is responsible for the safekeeping and return of the property.
80
Bailee
A person, also called a custodian, with whom some article is left, usually pursuant to a contract (called a "contract of bailment"), who is responsible for the safe return of the article to the owner when the contract is fulfilled.
81
Bail
The money or bond put up to secure the release of a person who has been charged with a crime.
82
Truth in Lending Act
TILA. Requires all terms to be clearly laid out.
83
Equal Credit Opportunity Act
ECOA. Supposed to prevent discrimination in lending.
84
Free Credit Reporting Act
FCRA.
85
Fair Debt Collection Practices
Prevent collectors from harassing the debtor.
86
Mechanic's Lein
For work done on real property.
87
Artisan's Lein
For value added to personal property (possessory).
88
Judicial Lein
Issued by a court to ensure payment, allows seizure.
89
Lein
Any official claim or charge against property or funds for payment of a debt or an amount owed for services rendered. A lien is usually a formal document signed by the party to whom money is owed and sometimes by the debtor who agrees to the amount due.
the right to hold a security interest on a debtor's property
90
Garnishment
The entire process of petitioning for and getting a court order directing a person or entity (garnishee) to hold funds they owe to someone who allegedly is in debt to another person, often after a judgment has been rendered. Usually the actual amounts owed have not been figured out or are to be paid by installments directly or through the sheriff.
Usually extracted from paycheck
91
Comity
One nation deferring to the law and judgements of another nation out of respect.
92
Act of State Doctrine
One nation usually will not condemn another's actions.
93
Doctrine of Sovereign Immunity
Foreign national can be immune from US jurisdiction unless a) the foreign state has waived immunity or b) when the action is based upon a commercial activity in the US by the foreign state.
94
Environmental Protection Agency
EPA.
95
Food and Drug Administration
FDA.
96
Nuclear Regulatory Board
NRB.
97
Clean Air Act
Violations can cost up to $30,000 a day.
98
Clean Water Act
Violations can result in the company having to clean up.
99
Noise Control Act
Must be achievable and within reason.
100
Resource Conservation and Recovery Act
RCRA
101
Comprehensive Environmental Response Compensation and Liability Act
CERCLA or Superfund. Prompted by gross negligence such as in the Hooker Chemical Co. Love Canal affair
102
Partnership
Unlimited liability. Only taxed once. Usually share equally in gains and losses and each usually has equal voice in management.
103
Corporation
Liability limited to investment. Taxed twice. Shares of stocks can be transferred.
104
Principal
Employer
105
Performance, Notification, Loyalty, Obedience, Accounting
Five duties of an agent.
106
Actual Authority
Should be in writing if agent will be doing written contracts. Power of Attorney. Authority granted to agent.
107
Apparent Authority
Occurs when the principal causes the third party to think someone is an agent. Any actions the implied agent takes will be treated as if he were an agent by courts.
108
Fair Labor Standards Act
1938. Established a federal minimum wage, mandated overtime pay, and banned child labor.
109
Occupational Safety and Health Act
1970. OSHA. Charged with keeping workplaces safe.
110
Family Medical Leave Act
Allows employees to take up to 12 weeks per year of unpaid leave in a company with 50+ employees.
111
Consolidated Omnibus Budget Reconciliation Act
COBRA. Allows employees to continue in a company's group insurance plan after termination if they pay the fees.
112
Corporation
Legally considered a person. Have rights to free speech. Solely liable for their debts. Profits taxed as individual income.
113
Sherman Act
1890. Prohibits monopolies.
114
Clayton Act
1914
115
Federal Trade Commission Act
1914. FTCA. Charged with protecting the consumer from anti-competitive actions and deceptive business practices. Enforce antitrust law.
116
Sherman Act Section 1
Prohibits any conspiring of individuals or companies to constrain competition.
117
Sherman Act Section 2
Prohibits any attempt to gain or exercise monopoly power.
118
Clayton Act Section 2
Deals with price discrimination
119
Clayton Act Section 3
Prohibits tying agreements and exclusive dealing.
120
Clayton Act Section 7
Restricts horizontal, vertical, and conglomerate mergers when they would retain free competition.
121
Clayton Act Section 8
Disallows the same person to be director on the boards of competing firms if they meet certain size requirements (interlocking directorship).
122
Department of Justice
DOJ. Enforce all antitrust laws, with FTC.
123
Civil Rights Act of 1964 Section VII
Deals with employment discrimination.
124
Equal Opportunity Commission
Governs compliance with Title VII of Civil Rights Act of 1964.
125
Disparate Treatment
Employer treats the member of the protected class differently. Discrimination is intended.
126
Disparate Impact
Policies employer uses during hiring tend to have a discriminatory effect. Intent to discriminate is often not present in this case.
127
Equal Pay Act of 1963
Demands that equal work receive equal pay.
128
Age Discrimination in Employment Act
1967. Protects those over 40 from discrimination
129
Americans With Disabilities Act
1990. Protects those with disabilities so long as they can be reasonably accommodated and are qualified.
130
University of California v Bakke
Affirmative Action. Said no to quota systems.
131
Hoppwood v State of Texas
Affirmative Action. Decided that affirmative action was in effect discrimination. Stands in the 5th district though not necessarily in others.
132
Non Obstante Veredicto
N.O.V. "Notwithstanding the verdict". Decision of a judge to reverse the jury's decision.
133
Cross-Examination
Opportunity for a lawyer to question a witness of the opposite party.
134
Direct Examination
A lawyer questioning his own witnesses
135
Probate
The process of proving a will is valid and thereafter administering the estate of a dead person according to the terms of the will.
136
Tortfeasor
A person who commits a civil wrong, either intentionally or through negligence.
137
Tort
"wrong". A civil wrong or wrongful act, whether intentional or accidental, from which injury occurs to another.
138
Adhesion Contract
Really imbalanced. No one in their right mind would accept it.
139
Breach of Contract
Failing to perform any term of a contract, written or oral, without a legitimate legal excuse.
140
Express Contract
A contract in which all elements are specifically stated.
141
Implied Contract
An agreement which is found to exist based on the circumstances when to deny a contract would be unfair and/or result in unjust enrichment to one of the parties.
142
Oral Contract
An agreement made with spoken words and either no writing or only partially written.
143
Output
An agreement in which a producer agrees to sell its entire production to the buyer, who in turn agrees to purchase the entire output, whatever that is.
144
Quasi Contract
A situation in which there is an obligation as if there was a contract, although the technical requirements of a contract have not been fulfilled.
145
Promissory Estoppel
A false statement treated as a promise by a court when the listener had relied on what was told to him/her to his/her disadvantage.
146
Unilateral Contract
An agreement to pay in exchange for performance, if the potential performer chooses to act.
147
Severable Contract
An agreement which is made up of several separate contracts between the same parties, such as series of sales, shipments or different pieces of equipment.
148
Requirements Contract
A contract between a supplier (or manufacturer) and a buyer, in which the supplier agrees to sell all the particular products that the buyer needs, and the buyer agrees to purchase the goods exclusively from the supplier.
149
Patent
Exclusive right to the benefits of an invention or improvement.
150
Tortious
Referring to an act which is a civil wrong.
151
Contract
An agreement with specific terms
152
Covenant
To promise
153
Specific Performance
Demanding a party to perform specific sections of a contract.
154
Venue
The proper or most convenient location for trial of a case.
155
Magistrate
Any judge of a court
156
Bilateral Contract
An agreement in which the parties exchange promises for each to do something in the future.
157
Unconscionable
Referring to a contract or bargain which is so unfair to a party that no reasonable or informed person would agree to it.
158
Exculpatory
Applied to evidence which may justify or excuse an accused defendant's actions and which will tend to show the defendant is not guilty or has no criminal intent.
159
Provisional Remedy
A generic term for any temporary order of a court to protect a party from irreparable damage while a lawsuit or petition is pending.
160
Adequate Remedy
A remedy (money or performance) awarded by a court or through private action (including compromise) which affords "complete" satisfaction, and is "practical, efficient and appropriate" in the circumstances.
161
Election of Remedies
An outmoded requirement that if a plaintiff (party filing suit) asks for two remedies based on legal theories which are inconsistent (a judge can grant only one or the other), the plaintiff must decide which one is the most provable and which one he/she really wants to pursue, usually just before the trial begins.
162
Novation
Agreement of parties to a contract to substitute a new contract for the old one.
163
Pari Delicto
Equal fault.
164
Fraud
The intentional use of deceit, a trick or some dishonest means to deprive another of his/her/its money, property or a legal right.
165
Rescission
The cancellation of a contract by mutual agreement of the parties.
166
Anticipatory Breach
When a party to a contract repudiates (reneges on) his/her obligations under that contract before fully performing those obligations.
167
Statute of Limitations
A law which sets the maximum period which one can wait before filing a lawsuit, depending on the type of case or claim.
A statute prescribing limitations to the right of action on certain described causes of action; no action after a certain time period.
168
Repudiation
Denial of the existence of a contract and/or refusal to perform a contract obligation. Repudiation is an anticipatory breach of a contract.
169
Insurable Interest
A right, benefit, or advantage arising out of property that is of such nature that it may be properly indemnified
170
Statute of Frauds
Law in every state which requires that certain documents be in writing, such as real property titles and transfers (conveyances), leases for more than a year, wills and some types of contracts.
No action shall be brought on certain contracts unless there be a note or memorandum thereof in writing, signed by the party to be charged or by his authorized agent.
171
Consideration
The cause, motive, price, or impelling influence which induces a contracting party to enter into a contract.
172
Homestead Exemption
Allows the debtor to retain a certain amount as a homestead exemption when going bankrupt.
173
Compensatory Damages
Damages recovered in payment for actual injury or economic loss, which does not include punitive damages (as added damages due to malicious or grossly negligent action).
174
Consequential Damages
Damages claimed and/or awarded in a lawsuit which were caused as a direct foreseeable result of wrongdoing.
175
Damages
The amount of money which a plaintiff may be awarded in a lawsuit.
176
Cash on Delivery
A type of transaction in which payment for a good is made at the time of delivery. If the purchaser does not make payment when the good is delivered, then the good will be returned to the seller
177
Treble Damages
Tripling damages allowed by state statute in certain types of cases, such as not making good on a bad check or intentionally refusing to pay rent.
178
Bankruptcy Code Chapters 1-7
Ordinary bankruptcy.
179
Bankruptcy Code Chapter 7
Total liquidation.
180
Bankruptcy Code Chapter 8
Railroad reorganization.
181
Bankruptcy Code Chapter 13
Wage earners' plans.
| Individual repayment plan.
182
Bankruptcy Code Chapter 12
Real property arrangements.
183
Bankruptcy Code Chapter 11
Arrangements.
184
Bankruptcy Code Chapter 10
Corporate reorganization.
185
Bankruptcy Code Chapter 9
Compositions for taxing agencies.
186
Mitigation of Damages
The requirement that someone injured by another's negligence or breach of contract must take reasonable steps to reduce the damages, injury or cost, and to prevent them from getting worse.
187
Punitive Damages
Damages awarded in a lawsuit as a punishment and example to others for malicious, evil or particularly fraudulent acts.
188
Speculative Damages
Possible financial loss or expenses claimed by a plaintiff which are contingent upon a future occurrence, purely conjectural or highly improbable.
189
Exemplary Damages
Often called punitive damages, these are damages requested and/or awarded in a lawsuit when the defendant's willful acts were malicious, violent, oppressive, fraudulent, wanton or grossly reckless
190
General Damages
Monetary recovery (money won) in a lawsuit for injuries suffered (such as pain, suffering, inability to perform certain functions) or breach of contract for which there is no exact dollar value which can be calculated.
191
Liquidated Damages
An amount of money agreed upon by both parties to a contract which one will pay to the other upon breaching (breaking or backing out of) the agreement or if a lawsuit arises due to the breach.
192
Primary Liability
Incurred by the maker and acceptor (a drawee who agrees to pay).
Secondary Liability
Falls on the drawer and unqualified endorsers if the drawee dishonors the instrument.
Transfer Warranty
Transferor guarantees that the transferor is entitled to enforce the instrument and everything is good to go.
Presentment Warranty
The presenter has no knowledge of unauthorized signatures, alteration, or other defect.
Insufficient Funds
Overdraft. The bank can either dishonor it or pay it and charge the customer's account, creating an overdraft.
Stale Checks
Non-certified checks over 6 months old. Bank has option of whether or not to pay.
Stop-Payment Order
Often used when checks are stolen or when a breach of contract has occurred.
Forged or Altered Checks
Bank is liable, unless customer was negligent or the holder knew the signature was forged.
E-Money
Governed by regulation E. Includes ATM cards, Smart Cards, Stored-Value Cards, Credit card machines, Direct deposits, etc.
Depository Bank
Where a check is deposited.
Payor Bank
The bank on which a check is drawn.
Collecting Bank
Any bank except the payor bank that handles a check during the collection process.
Intermediary Bank
Any bank except the payor bank and the depository bank to which an item is transferred in the collection process.
Chattel Paper
Any writing evidencing a debt secured by personal property.
Secured Party
Creditor who holds a security interest in a debtors capital.
Debtor
One who owes payment to a creditor.
Security Interest
The interest in collateral should the debtor default on the loan.
Collateral
Subject of security interest.
Financing Statement
Publicly filed document giving notice of the secured party's interest in collateral.
Perfection
Secured party protecting his rights to collateral.
Deficiency
Unless otherwise agreed, or if the collateral was intangible, the debtor may be held liable for any remaining debt after disposition.
Workouts
An alternative to Bankruptcy Code Chapter 11. An out-of-court agreement of how parties can work out a payment plan.
193
Open Terms
Allowed by the UCC. Can be worked out later. If not filled, they can be filled according to the UCC without consent of both parties.
194
Non-Merchant Terms
Added terms to offers are considered proposals.
195
Merchants Terms
Additional terms become part of the contract, except when specifically rejected or they materially alter the original offer.
196
Lease
The use of goods for a fee.
197
"Hell or High Water"
Pay no matter what, even if goods are defective.
198
Article 2a of the UCC
Leases.
199
Goods
Tangible items other than real estate (not stocks or bonds).
200
Merchant
Someone who deals with a type of good and has some expertise with that particular good; someone who by occupation claims to have unique knowledge and skills in a particular area.
201
Article 2 of the UCC
Sales
202
Sale
Bankruptcy Code Chapter 14
Maritime Commission leins.
Bankruptcy Code Chapter 15
Railroad adjustments.
Bankruptcy Act of 1938
Revised by the Chandler Act. 15 chapters
Fungible
Being of such nature or kind as to be freely exchangeable or replaceable, in whole or in part, for another of like nature or kind.
"A passing of a title from seller to buyer for a price."Bona Fide
"In good faith".
Warranty of Title
Automatic and guarantees the title is legally owned by the seller, free of lien, and good in question is not an infringement on another's rights.
Express Warranties
Goods fulfill statement made by seller.
203
Strict Product Liability
Defective when sold. Actual harm must have occurred; defect must be the cause of damage
204
Full Warranty
Free repair of replacement for a defective part. May not cover every aspect
205
Limited Warranty
Has a time limit. Must be clearly stated that it is limited.
206
"As Is" Disclaimer
Voids warranties of merchantability.
207
Specific Use Disclaimer
Voids implied warranties of fitness for a specific purpose.
208
Magnuson-Moss Warranty Act
1975. Designed to prevent deception in warranties by making them easier to understand
209
Manufacturing Defects
When product doesn't conform to specs, even if care is exercised.
Design Defects
The design incurs unreasonable risk of harm.
Warning Defects
Sufficient warning of hazards incurred by use or reasonable misuse is not present.
Defenses to Liability
Consumer assumes risk. Product is misused. Comparative negligence.
Click-On Agreement
Agreement that arises when a buyer, engaging in a transaction on a computer, indicates his or her assent to be bound by the terms of an offer by clicking on a button that says, for example, "I agree".
Browse-Wrap Agreement
Terms and conditions of use that are presented to an internet user at the time certain products, such as software, are being downloaded but that need not be agreed to before being able to install or sue the product.
Shrink-Wrap Agreement
An agreement whose terms are expressed in a document located inside a box in which goods (usually software) are packaged.
E-Contract
A contract that is formed electronically
Digital Signature
A private cryptographic key that, when matched with a corresponding public key, recognizes the signature.
Cybernotary
Manages digital signatures.
Signature Dynamics
Records the signature with a pad and stylus.
Uniform Electronic Transactions Act of 1999
UETA. Defines e-signatures.
210
Implied Warranties
Goods are fit for standard use.
211
Disclaimers
Can negate warranties.
212
Partnering Agreements
| Provide ground rules for all subsequent online transactions between two parties.
Uniform Computer Information Transactions Act of 2000
| UCITA. Governs computer information sales and leases.
213
Power of Attorney
A written document, which is usually notarized, authorizing another to act as one's agent; can be special or general
Special Power of Attorney
Written document allowing the agent to do specified acts only.
General Power of Attorney
Written document allowing the agent to transact all business for the principal.
Contract Liability
Principle is liable if he is disclosed or partially disclosed to the third party.
Disclosed Principal
Principal's identity is known when contract is formed.
Partially Disclosed Principal
Principal's identity is unknown, but the third person knows that agent is or may be acting for a principal when contract is formed.
Undisclosed Principal
Principal's identity is unknown, and third person does not know the agent is acting for someone else. Agent is liable.
Respondeat Superior
Principal is liable for agents' actions if they were "in the scope of employment".
Revocation
Mutual cancellation of a contract by the parties to it.
Fair Labor Standards Act of 1938
Established a federal minimum wage, mandated overtime pay, and banned child labor.
Sole Proprietorship
The simplest form of business. Owner pays personal income tax on all profits and is personally liable for all business debts.
Partnership
Created by agreement of the parties. Partners have unlimited liability for partnership debts.
Uniform Partnership Act of 1997
Governs partnerships. UPA.
214
Limited Liability Company
LLC. Limited liability of corporations and tax benefits of partnerships. Profits taxed once.
215
Corporation
Owned by shareholders. Liability is limited to investment. Profits taxed twice.
216
Certificate of Partnership
Filing of it forms a limited partnership.
217
Limited Partnership
Limited partner contributes capital but has no right to participate in management. A general partner is responsible for management and is liable for all partnership debts.
218
Limited Liability Partnership
Partnership for professionals who normally do business as partners in a partnership.
219
Joint Venture
An organization created by two or more people for one transaction or a limited activity. Usually a set time and for a specific project.
220
Syndicate
An investment group to finance a particular project. Could be a corporation, or general or limited partnership.
221
Chain-Style Business Operation
When a franchise operates under a franchisor's trade name.
222
Manufacturing or Processing Plan Arrangement
Exists when a franchisor transmits to the franchisee the essential ingredient or formula to make the product.
223
Payee
The recipient of the funds.
224
Time Drafts
Payable at a certain date.
225
Sight Drafts
Payable on presentation.
226
Trade Acceptance
A draft in which the drawer is also the payee. The drawee is the buyer of the goods.
227
Promissory Note
Written promise by the Maker to pay the Payee.
228
Holder in Due Course
HDC. This person acquires additional rights to the instrument than the assignor had, which means most defenses against payment are revoked. Gave something of value for the instrument; took it in good faith.
229
Business Trust
Formed by a written trust agreement. Investors transfer cash or property to trustees in exchange for certificates of investment shares.
230
Joint Stock Company
A hybrid. Similar to a corporation but otherwise resembling a partnership.
231
Cooperative
An association, which may or may not be incorporated, that is organized to provide an economic service to its members.
232
Distributorship
A manufacturer (franchisor) licenses a dealer (franchisee) to sell its product. Often has an exclusive territory.
233
Promissory Notes and CDs
Promises to pay.
234
Drawer
The person creating the draft.
235
Destination Contract
Goods are not delivered until they arrive at the location given by the buyer
236
Shipment Contract
Delivery is made when the seller puts the goods in the hands of the shipper.
237
Title
Legal right of ownership. Passes when good are physically delivered.
238
Documents of Title
Bill of Lading or Warehouse Receipt. When delivered, they are legally equivalent to delivering the goods themselves.
239
Bill of Lading
Receipt for goods signed by a carrier for transport.
240
Warehouse Receipt
Receipt for goods stored in a warehouse.
241
Sale on Approval
Trial basis. Sold when buyer approves of goods.
242
Uniform Commercial Code
UCC.
243
UCC
Created by the NCCUSL to encourage and accommodate commerce by creating a uniform legal environment.
244
National Conference of Commissioners on Uniform State Laws
NCCUSL. Developed UCC
245
Business Premises
Who buys equipment and furnishings.
246
Drawee
The person ordered to pay by the drawer.
247
Draft, Check, Promissory Note, Certificate of Deposit
4 types of negotiable instruments.
248
Uniform Commercial Code Article 3
UCC. Governs negotiable instruments.
249
Drafts and Checks
Orders to pay.
