Critical Snippets Flashcards

Question

When is a time, place, or manner restriction on speech permissible?

Answer 1

1. Content-neutral to subject matter and viewpoint 2. Narrowly-tailored to serve a significant state interest 3. Ample alternative channels for the communication of the information

Answer 2

If a state official, rather than the state itself, is named as defendant, the official may be enjoined from enforcing a state law that violates federal law, or may be compelled to act in accord with federal law despite state law to the contrary.

Answer 3

1. Ambassadors 2. Public ministers and Consuls 3. When a state is a party

Answer 4

Only 13A related to eliminating racial discrimination ("badges or incidents" of slavery)

Answer 5

PANTS (Participant, Approval, Necessary, Traditional, Subsidy) 1. Necessary to important state interest, no other nondiscriminatory means available 2. State as Market Participant 3. Traditional gov't function exception 4. Subsidies 5. Federal/Congressional Approval

Answer 6

Right to travel Right to vote Right to privacy (marriage, sexual relations, abortion, child rearing, right of related persons to live together)

Answer 7

1. Injury in fact 2. Causation 3. Redressability

Answer 8

RENC 1. Race 2. Ethnicity 3. National Origin 4. If state law, citizenship status

Answer 9

When classification is based on gender or status as non-marital child. Note: for gender, there must be an "exceedingly persuasive justification" for the classification.

Answer 10

OI, FDC 1. Obscenity 2. Incitement to violence 3. Fighting Words 4. Defamation 5. Commercial speech

Answer 11

The law must be the least restrictive means to achieve a compelling governmental interest.

Answer 12

If a law is rationally related to a legitimate state interest.

Answer 13

The law must be substantially related to an important governmental interest.

Answer 14

SPE 1. Secular purpose 2. Principal or primary effect neither advances nor inhibits religion 3. Does not result in excessive gov't entanglement with religion

Answer 15

Constitution says nothing about it but it is generally accepted President may remove any executive appointee without cause (and without Senate approval).

Answer 16

ANOCHE ``` Actual Notorious/Open Continuous Hostile Exclusive ```

Answer 17

1. Grantor intends to convey interest 2. Grantor delivers deed 3. Grantee accepts deed

Answer 18

DRR allows a court to disregard a testator's revocation that was based on a mistake of law or fact that would not have been made but for that mistake. The last effective will, prior to the set-aside revocation, will once again control.

Answer 19

POS Subsequent writing Physical destruction Operation of Law

Answer 20

WSJ, I U2 Writing Signed Intent Joint presence of two witnesses Witnesses understand significance of the testator's act Witnesses understand the will has no legal effect until after the testator's death

Answer 21

Under UPC, if: 1. Decedent declared it in a contemporaneous writing, or the heir acknowledged it in writing 2. That writing otherwise indicates that the gift was to be taken into account in computing the division and distribution of the decedent's intestate estate.

Answer 22

1. Exercise the powers for the benefit of the principal and in accordance with reasonable expectations 2. Act in good faith 3. Separate assets of principal from agent 4. Exercise reasonable care, competence, and diligence 5. Account for all transactions made on behalf of principal 6. File an accounting of administration whenever so directed by the court

Answer 23

Any purpose as long as it is not illegal, restricted by rule of law or statute, contrary to public policy, or impossible.

Answer 24

``` Must have a charitable purpose Must exist for the benefit of the community at large or for a class of persons the membership in which varies (NO ascertainable beneficiaries) ```

Answer 25

A court may modify a charitable trust to seek an alternative charitable purpose if the original purpose becomes illegal, impracticable, or impossible to perform

Answer 26

1. By consent of all beneficiaries if court concludes that the trust continuance is not necessary to achieve any material purpose of the trust, or that modification is not inconsistent with the material purpose of the trust. 2. By consent of all beneficiaries and settlor even though modification/termination is inconsistent with material purpose of trust.

Answer 27

1. the ∆ intentionally or recklessly causes severe emotional distress to 2a. a member of the victim's immediate family who contemporaneously perceives the ∆'s conduct, whether or not it results in bodily injury 2b. any other bystander who contemporaneously perceives the conduct, if the distress results in bodily injury. If ∆'s design or purpose was to cause sever distress to 3P victim, victim need not have contemporaneously perceived conduct.

Answer 28

AICI 1. Plaintiff's reasonable apprehension 2. Of an imminent harmful or offensive bodily contact 3. Caused by ∆'s action or threat 4. With intent to cause either apprehension of such contact or contact itself.

Answer 29

Unreasonable interference with a right common to the general public. Private citizens have claims for public nuisance only if that citizen suffers harm different in kind than that suffered by members of the general public.

Answer 30

IOCD 1. Defendant's intentional or reckless 2. Extreme and outrageous conduct 3. That causes 4. Severe emotional distress

Answer 31

∆ intentionally interferes with π's right of possession by either: 1. dispossessing π of chattel, or 2. using or intermeddling with chattel

Answer 32

∆ intentionally commits an act depriving π of possession of her chattel or interfering with chattel in a manner so serious as to deprive π of the use of teh chattel. Damages are full value of chattel at time of conversion.

Answer 33

MIRRRA 1. ∆ made a misrepresentation of a material fact, or failed to disclose a material fact when under an affirmative duty to do so 2. ∆ must have known the representation to be false or must have acted with reckless disregard as to its truthfulness 3. ∆ must have intended to induce π to act or refrain from acting in reliance on the misrepresentation 4. π must have actually relied on misrepresentation 5. π's reliance must have been justifiable 6. π must prove actual damages

Answer 34

Thing or activity that substantially and unreasonably interferes with another individual's use and enjoyment of his land

Answer 35

Substantial-factor test: In cases in which the conduct of two or more defendants may have contributed to a plaintiff's indivisible injury, each of which alone would have been a factual cause of that injury, the test applied is whether the ∆'s tortious conduct was a substantial factor in causing π's harm.

Answer 36

1. Valid contract existed between π and 3P 2. ∆ knew of the contract 3. ∆ intentionally interfered with contract, causing breach 4. Breach caused damages to π

Answer 37

PIMF 1. Intrusion upon seclusion 2. Misappropriation of the right of publicity 3. False light 4. Public disclosure of private facts

Answer 38

1. ∆ intends to confine or restrain another within boundaries fixed by ∆ (no reasonable means of safe escape) 2. These actions directly or indirectly result in confinement 3. The π is conscious of the confinement or harmed by it

Answer 39

1. ∆'s defamatory language 2. Concerning the π 3. is published to a 3P who understands its defamatory nature 4. damaging π's reputation.

Answer 40

1. Accident does not normally occur in the absence of negligence 2. Caused by agent or instrumentality within exclusive control of ∆ 3. Not due to any action on part of π.

Answer 41

The right to buy enough stock to maintain your ownership percentage in the corporation if the corporation sells more stock; a waiver of preemptive rights in writing is irrevocable.

Answer 42

1. De facto corporation -- person thought they had incorporated correctly 2. Corporation by estoppel -- 3P dealt with them as though they were corporation

Answer 43

Business decisions taken by directors are presumed to be in good faith unless a showing of fraud, dereliction of duty, condoning illegal conduct, or conflict of interest.

Answer 44

Generally reluctant, fact-sensitive inquiry, will look at totality of circumstance (basically, is corporation used as façade for a dominant shareholder's personal dealings?) - undercapitalization - disregard of corporate formalities - using corporation's assets as shareholder's own assets - self-dealing with corporation - siphoning of corporation's funds - using corporate form to avoid statutory requirements - shareholder's domination over a corporation - fraudulent dealings with creditor

Answer 45

C is basic, separate taxable entity from shareholders, so double taxation (profits taxed when they are brought in, shareholders taxed on distributions they receive). S corporations have "pass through" taxation, income and expenses of corporation are passed through to shareholders who are taxed on such items directly.

Answer 46

Like an S corporation, an LLC combines the federal tax advantages of a partnership with the limited liability of a corporation. An LLC also provides flexibility in management.

Answer 47

Duty of care | Duty of loyalty

Answer 48

A ∆ who has failed to preserve a claim of error in district court is still entitled to appellate relief when: 1. the district court has committed error under the law in effect at the time the appeal is heard 2. the error is obvious under that law 3. the error affected ∆'s substantial rights

Answer 49

1. The arrestee is within reaching distance of the passenger compartment and may pose an actual and continuing threat to the officer's safety or a need to preserve evidence from being tampered with by arrestee, or 2. Reasonable that evidence of the offense of the arrest might be found in the vehicle.

Answer 50

Transactional ("blanket" or "total") fully protects a witness from future prosecution for crimes related to her testimony. Use or derivative-use immunity only precludes prosecution from using the witness's own testimony, or any evidence derived from the testimony, against the witness.

Answer 51

When police have probable cause, they may search anywhere in a car that they believe there to be contraband, including trunk and locked containers. Only applies to compartments/containers that could reasonably hold the evidence they are searching for.

Answer 52

1. Inevitable discovery 2. Independent source 3. Attenuation principle (causation b/w primary taint and evidence has been so attenuated by time or intervening events) 4. Good-faith exception (police acted in good faith on an invalid warrant or an existing law later declared unconstitutional) 5. Isolated police negligence (conduct not sufficiently deliberate enough) 6. Knock and announce (violation of knock and announce) 7. in-court identification (evidence is a witness's in-court identification of ∆)

Answer 53

The area immediately surrounding the home, known as "curtilage", may be covered by the "umbrella" of the 4A protection. 1. Proximity of area to home 2. Is area included within an enclosure surrounding the home 3. Nature of the uses to which the area is put 4. Steps taken to protect area from observation from passersby

Answer 54

1. clear and objective standards 2. specific and detailed guidance 3. an opportunity for rational review of the process

Answer 55

T EX, C A V IL Administrator 1. Searches incident to lawful arrest 2. Exigent circumstances 3. Stop and frisk (Terry stops) 4. Automobiles 5. "Plain-view" doctrine 6. Consent searches 7. Administrative, special needs, inventory searches

Answer 56

A protective sweep is a quick and limited visual inspection of places immediately adjacent to the place of arrest in which a person might be hiding. It is permitted as a search incident to a lawful arrest that occurs in a home, even without probable cause or reasonable suspicion.

Answer 57

Two crimes committed in one criminal transaction are deemed to be the same offense for Sixth Amendment purposes unless each offense requires proof of an element that the other does not.

Answer 58

1. Goods (including fixtures) | 2. Software

Answer 59

If they: 1. Give value 2. Receive delivery of collateral 3. Without knowledge of the existing security interest

Answer 60

1. Original lease term is equal to or greater than the good's remaining economic life 2. Lessee is bound to renew the lease for the good's remaining economic life (or is bound to become owner of the goods) 3. Lessee has option to renew the lease for the good's remaining economic life for nominal or no additional consideration 4. Lessee has option to become owner for nominal or no additional consideration

Answer 61

It attaches automatically to identifiable proceeds.

Answer 62

1. Value given by secured party 2. Debtor has rights in collateral 3. Security agreement signed (or secured party has possession/control of collateral)

Answer 63

A BOCB takes free of a security interest, even if they know it exists. 1. Buys goods (not farm products) in the ordinary course of business 2. From a merchant in the business of selling goods of that kind 3. In good faith 4. Without actual notice that the sale violates the rights of another in the same goods.

Answer 64

If the PMSI is in consumer goods it is automatically perfected.

Answer 65

Buyer of consumer goods will take free of even a perfected security interest if: - buyer buys consumer goods for value - from a consumer seller - for personal use - without knowledge of security interest But if a financing statement was filed, then security interest will be good against the consumer buyer.

Answer 66

CANT 1. Numerosity -- joinder of all members is impracticable 2. Commonality -- questions of law or fact common to the class 3. Typicality -- claims or defenses of representatives must be typical of the class 4. Adequacy -- Representatives fairly and adequately protecting interests of class

Answer 67

Non-resident defendant must have sufficient minimum contacts with forum state such that the maintenance does not offend traditional notions of fair play and substantial justice.

Answer 68

1. District in which any defendant resides if all ∆'s are in same state. 2. District in which "substantial part of the events or omissions" on which claim is based occurred, or where "substantial part of property" that is subject is located.

Answer 69

1. Likely to succeed on merits 2. Irreparable harm in the absence of relief 3. Balance of equities is in his favor 4. Best interest of the public

Answer 70

1. Once as of right within 21 days if no responsive pleading is required 2. If a responsive pleading is required, within 21 days of service of the responsive pleading, or within 21 days of being served with a motion under 12(b). Additionally, a court should freely give leave to amend a pleading when justice so requires.

Answer 71

1. They assert any right to relief jointly, severally, or in the alternative with respect to or arising out of the same transaction, occurrence, or series of transactions or occurrences, AND 2. Any question of law or fact common to all plaintiffs will arise in the action.

Answer 72

In a pre-answer motion to dismiss, or in the first responsive pleading.

Answer 73

1. Voluntary Presence 2. Domicile 3. Consent 4. Long-arm statutes 5. Attachment

Answer 74

Use it or lose it 1. Claim arises out of same transaction or occurrence that is the subject matter of opposing party's claim, and 2. Claim does not require adding another party over whom the court cannot acquire jurisdiction

Answer 75

1. Initial disclosures 2. Disclosure of expert testimony 90 days before trial 3. Pretrial disclosures 30 days before trial

Answer 76

Served within 14 days after service of last pleading directed to the issue sought to be tried by a jury, filed with the court within a reasonable time after service.

Answer 77

No more than 25 written interrogatories

Answer 78

21 days within service of process, either respond by answer or pre-answer motion.

Answer 79

π is responsible, must be served within 90 days after filing complaint.

Answer 80

3 peremptory challenges, unlimited for cause.

Answer 81

All ∆'s must consent to the removal.

Answer 82

- lack of personal jurisdiction - improper venue - insufficient process - insufficient service of process

Answer 83

1. fails to assert a legal theory of recovery cognizable at law 2. fails to allege facts sufficient to support a cognizable claim

Answer 84

If a court finds there is insufficient evidence for a jury reasonably to find for that party. Court must view the evidence in the light most favorable to the opposing party, and draw all reasonable inferences from the evidence in favor of the opposing party.

Answer 85

Any time before the case is submitted to the jury. Note: if JMOL attempted after close of plaintiff's case and denied, party must also move for JMOL after presentation of all evidence in order to pursue JNOV

Answer 86

1. Error at trial rendering judgment unfair 2. Newly discovered evidence that existed at the time of the trail was excusably overlooked, and would have likely altered the outcome of the trial 3. Prejudicial misconduct of counsel, party, judge, or juror 4. Verdict against clear weight of evidence 5. Verdict based on false evidence 6. Verdict excessive or inadequate

Answer 87

1. Valid final judgment on the merits 2. Sufficiently identical causes of action 3. Sufficiently identical parties

Answer 88

Single π, single ∆, sum up total value of diversity claims to calculate amount in controversy.

Answer 89

File a notice of removal with district court within 30 days after receipt or service of initial pleading or summons.

Answer 90

A person subject to service of process, and whose joinder will not deprive the court of subject matter jurisdiction or destroy venue must be joined if: CIO 1. Complete relief cannot be provided to existing parties in the absence of that person 2. Disposition in the absence of that person may impair their ability to protect his interest 3. The absence would leave existing parties subject to a substantial risk of multiple or inconsistent obligations.

Answer 91

1. The moving party can establish, under written oath, immediate and irreparable injury will result prior to hearing the opposition 2. The movant's attorney certifies in writing any efforts made to give notice and the reason why notice should not be required.

Answer 92

1. Personally serving summons and complaint on defendant 2. Leaving summons and complaint at the ∆'s usual place of abode with a person of suitable age and discretion who resides there 3. Delivering summons and complaint to an agent appointed by ∆ or otherwise authorized by law to receive service

Answer 93

3P claim made by defending party against nonparty for all or part of their liability.

Answer 94

1. Special: written finding made by jury on each issue of ultimate fact. Court submits written questions to the jury correlating to each ultimate fact, and asks jury to make a finding on each fact. 2. General: decision to prevailing party and, if plaintiff is prevailing party, amount of damages 3. General with special interrogatories: couples general with special, to ensure jury independently considers material facts of the case to arrive at verdict.

Answer 95

1. Record is on a matter the witness once knew about 2. Witness made/adopted the record when fresh in memory 3. Accurately reflects witness's knowledge 4. Witness cannot recall event well enough to testify fully and accurately, even after consulting the record on the stand.

Answer 96

Plain error is one that is obvious to the reviewing court. A plain error that affects a substantial right is grounds for reversal, even if no objection was made.

Answer 97

When a party introduces part of a writing or recorded statement, an adverse party may compel the introduction of an omitted portion of the writing or statement if, in fairness, it should be considered at the same time, such as when the omitted portion explains or clarifies the admitted portion.

Answer 98

When necessary to develop testimony, including 1. preliminary background matters 2. hostile witnesses 3. minors or those with difficulty communicating

Answer 99

They apply to all civil and criminal proceedings before US district courts, appeal, bankruptcy courts, claims courts, and proceedings before magistrates. Exceptions: 1. Determination of a preliminary question of fact governing admissibility 2. Grand jury proceedings 3. Criminal proceedings for: - issuance of search or arrest warrant or criminal summons - preliminary examination in a criminal case - extradition or rendition - consideration of bail or other release - sentencing - granting or revoking probation or supervised release

Answer 100

1. Rationally based on witness perception 2. Helpful to a clear understanding of testimony or determination of fact Must NOT be based on scientific, technical, or specialized knowledge.

Answer 101

To prove the person or organization acted in accordance with habit or routine. May be admitted without corroboration or an eyewitness.

Answer 102

When it involves admissibility of a confession, when the ∆ in a criminal trial is a witness and so requests it, or when justice requires it.

Answer 103

Does not exist in criminal cases. For civil cases, a party with a financial interest in the outcome of a case is not permitted to testify adversely about a communication or transaction with a person whose estate is a party to the case

Answer 104

In a criminal case in which ∆ is accused of sexual assault, attempted sexual assault, or conspiracy to commit sexual assault, evidence that ∆ committed any other sexual assault is admissible to prove any relevant matter.

Answer 105

An out of court statement that is offered to prove the truth of the matter asserted.

Answer 106

1. Record kept in the course of a regularly conducted activity of a business, organization, occupation, or calling 2. Making of record was a regular practice of that activity 3. Record made at or near the time by someone with knowledge.

Answer 107

Proponent must produce sufficient evidence to support a finding that the thing is what its proponent claims it is.

Answer 108

Present Sense Impression: statement describing or explaining an event or condition made while or immediately after declarant perceived it. Excited Utterance: Statement made about a startling event or condition while declarant is under the stress of exciting that it caused. Present sense impression must be a description of the event, whereas excited utterance need only relate to the exciting event.

Answer 109

If contents of a document are at issue, or a witness is relying on the contents of that document, the best evidence rule requires that the original document be produced to prove its contents, unless: 1. All originals are lost or destroyed, and not by proponent acting in bad faith 2. Original cannot be obtained by any available judicial process 3. Party against whom original would be offered (a) had control of original, (b) was on notice that it would be the subject of proof, and (c) failed to produce it at trial or hearing, or 4. Document is not closely related to a controlling issue.

Answer 110

1. Testimony of personal knowledge of the object 2. Testimony of its distinctive characteristics 3. Chain of custody when a physical object could be easily tampered with or confused with similar item (blood sample)

Answer 111

Only when the party seeking disclosure 1. Demonstrates a substantial need for the information 2. Cannot obtain the information by any other means without undue hardship.

Answer 112

When character evidence is an essential element of a claim or defense. When admissible in a civil case, character may be proved by reputation, opinion, and specific instances of a person's conduct.

Answer 113

1. When character is an essential element of a charged crime, and a ∆ offers specific acts inconsistent with the crime 2. For non-propensity purposes (MIMIC: Motive, Intent, absence of Mistake, Identity or Common plan) 3. When character witness is asked on cross-examination about specific acts committed by the person about whom the witness is testifying.

Answer 114

1. Was against declarant's interest at the time it was made | 2. Would not have been made by a reasonable person unless he believed it to be true

Answer 115

Inadmissible by either party: 1. to prove or disprove validity or amount of disputed claim 2. for impeachment by a prior inconsistent statement or contradiction

Answer 116

Spousal Immunity: For the duration of the marriage, a married person cannot be compelled to testify against their spouse in any criminal proceeding. Confidential Marital Communications: Communication made between spouses while they were married is privileged if the communication was made in reliance on the sanctity of marriage.

Answer 117

Communications that are: 1. Made to enable or aid the commission of what the client knew or should have known was a crime or fraud 2. Relevant to a dispute between attorney and client or former client (malpractice allegation) 3. Relevant to a dispute between parties who claim through the same deceased client 4. Between former co-clients now adverse to each other.

Answer 118

The defendant is not guilty if, at the time of the conduct, he 1. as a result of mental disease or defect 2. did not have substantial capacity to (a) appreciate the wrongfulness of the act, or (b) conform his conduct to the law.

Answer 119

Killing resulting from reckless indifference to an unjustifiably high risk to human life. Defendant must be aware of the danger involved.

Answer 120

A situation that could inflame the passion of a reasonable person to the extent that it could cause that person to momentarily act out of passion rather than reason. Note: serious battery, threat of deadly force, or discovery of adultery by a spouse usually constitutes adequate provocation. Mere words generally do not.

Answer 121

1. Intent to kill 2. Intent to cause serious bodily injury 3. Reckless indifference to human life 4. Intent to commit a felony

Answer 122

1. Receiving control (not necessarily possession) of stolen property 2. Knowledge the property is stolen 3. Intent to permanently deprive the owner of the property

Answer 123

Unintentional homicide committed 1. With criminal negligence (or recklessness under MPC), or 2. During an unlawful act

Answer 124

In a situation where taking was done without permission but without the intent to permanently deprive, but at some point after the initial taking, the defendant forms the intent to permanently deprive the owner, the trespass is considered to continue, resulting in larceny.

Answer 125

1. Unlawful 2. Sexual intercourse 3. With a female 4. Against her will by force or threat of immediate force

Answer 126

Homicide committed with malice aforethought, but also with mitigating circumstances ("heat of passion" or imperfect defense)

Answer 127

BARRK: ``` Burglary Arson Rape Robbery Kidnapping ```

Answer 128

1. Breaking and 2. Entering 3. Of the dwelling 4. Of another 5. At nighttime 6. With the specific intent to commit a felony therein

Answer 129

1. Unlawful 2. Application of force 3. To another person 4. Causing bodily harm to that person or constituting an offensive touching.

Answer 130

1. Unlawful 2. Confinement of another person 3. Against that person's will 4. Coupled with either the movement or hiding of that person

Answer 131

1. Fraudulent 2. Conversion 3. Of the property 4. Of another 5. By a person in lawful possession of the property

Answer 132

No, not when a co-felon is justifiably killed by a victim or police officer.

Answer 133

Solicitation and attempt merge with the completed crime Conspiracy does _not_ merge with the completed crime.

Answer 134

FIAT ``` First-degree murder Inchoate offenses (attempt, solicitation, conspiracy) Assault with intent to commit battery Theft offenses (larceny [by trick], false pretenses, embezzlement, forgery, burglary, robbery) ```

Answer 135

1. Trespassory 2. Taking and 3. Carrying away 4. Of the personal property 5. Of another 6. With the intent to permanently deprive that person of the property.

Answer 136

Under larceny by trick, the defendant obtains possession. Under false pretenses, the defendant obtains title.

Answer 137

1. Enticing, encouraging, requesting, or commanding of another person 2. To commit a crime 3. With the intent that the other person commits the crime.

Answer 138

1. Substantial step towards commission of a crime, coupled with 2. Specific intent to commit the crime. Mere preparation does not qualify.

Answer 139

Not guilty if, because of a defect of reason due to a mental disease, the ∆ did not know either 1. the nature and quality of the act, or 2. wrongfulness of the act

Answer 140

1. Malicious 2. Burning 3. Of the dwelling 4. Of another

Answer 141

Sexual intercourse with a person under the age of consent. Strict-liability crime with respect to the age of the victim, and neither consent by the underage victim nor a defendant's reasonable mistake of fact concerning the victim's age is a defense.

Answer 142

1. An agreement 2. Between two or more persons 3. To accomplish an unlawful purpose 4. With the intent to accomplish that purpose

Answer 143

No consideration is required.

Answer 144

1. Bears risk and benefits from good management 2. Maintains high level of independence 3. Is free to work for others 4. Agrees to be paid a fixed fee 5. Receives payment based on results 6. Is liable for work performed 7. Accepts responsibility to remedy defects at her own expense

Answer 145

1. Duty of care 2. Duty to provide information 3. Duty of loyalty 4. Duty of obedience 5. Duty not to usurp a business opportunity, not to take financial gain, to provide an accounting, and not to commingle.

Answer 146

1. Oral or written words 2. Clear, direct, definite language 3. Specific detailed terms and instructions.

Answer 147

1. Minimal capacity (minors and incompetents are ok) 2. Manifest assent and consent to act on the principal's behalf 3. Manifest assent to be subject to principal's control

Answer 148

1. Principal manifests assent to an agent 2. Agent acts on principal's behalf 3. Agent's actions are subject to principal's control 4. Agent manifests assent or otherwise consents

Answer 149

The agent must: 1. Enter into the contract on behalf of the disclosed principal 2. Affirmatively disclose to the third party both the existence and identity of the principal 3. Not agree to become a party to the contract.

Answer 150

1. The agent is a servant/employee | 2. The agent commits a tort while acting within the scope of employment

Answer 151

Partnership and corporation questions. 1. Identify the existence of agency relationships 2. Discuss whether principal is subject to liability for agent's actions 3. Articulate an agent's fiduciary duty to principal and if there's a breach 4. Determine if or when an agency relationship has terminated.

Answer 152

When either principal or agent has notice that 3P would not have dealt with principal. Mere suspicions or doubts are not enough to give notice.

Answer 153

Ratification

Answer 154

Two persons with intent to carry on a business for profit as co-owners. Specific intent is not required; the agreement can be express or implied through conduct of the parties.

Answer 155

Duty of loyalty | Duty of care

Answer 156

A partner may use or possess partnership property only on behalf of the partnership. A partner who uses partnership property for personal benefit must compensate the partnership.

Answer 157

Partners and their agents (including attorneys) have the right to access, inspect, and copy partnership records and books. Upon demand, partners must furnish any and all information affecting the partnership.

Answer 158

1. Competing with partnership 2. Advancing an interest adverse to the partnership 3. Usurping a partnership opportunity (or otherwise using partnership property or business to derive a personal benefit) without notifying the partnership.

Answer 159

Refrain from engaging in: 1. Grossly negligent or reckless conduct 2. Intentional misconduct 3. Knowingly violating the law

Answer 160

Absent a partnership agreement to the contrary, all partners have equal rights in the management and conduct of the partnership. A majority of the partners can make a decision as to a matter in the ordinary course of business, but a decision as to matters outside the ordinary course of business requires the consent of all partners.

Answer 161

All partners must approve of the conversion, and then articles of conversion must be filed with the state. The conversion takes effect upon the filing of the articles of conversion, unless a later date is specified.

Answer 162

A person may become a limited partner upon written consent of all partners, unless the partnership agreement provides otherwise.

Answer 163

To bring the action, the limited partner must be a partner at the time of bringing the action as well as at the time of the wrongful transaction, unless the status of partner devolved on him by operation of law, or pursuant to the terms of the operating agreement.

Answer 164

A partner in an LLP is not personally liable for an obligation of an LLP, including tortious obligations, unless the partner also engaged in the conduct that caused the obligation.

Answer 165

At least one general partner, and at least one limited partner.

Answer 166

Unless the written partnership agreement provides otherwise, a limited partner must give six months' prior written notice to each general partner before withdrawing.

Answer 167

- Name of the limited partnership - In-state address - Name and address of in-state agent for service of process - Name and business address of each general partner - Statement about the duration of limited partnership - Signatures of all general partners

Answer 168

Generally not liable unless the limited partner - is also a general partner - participates in control of the business - allows their name to be used in the name of the limited partnership (liable then to a creditor who extends credit, unless the creditor has actual knowledge the limited partner was not a general partner).