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Agricultural and Natural Resource Law Exam 1 > Exam 4 > Flashcards

Exam 4 Flashcards

(85 cards)

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1
Q

Uniform Commercial Code (UCC)

A

model code aiming to simplify and modernize the law overseeing commercial transactions, common rules for commercial law, provides gap fillers when contracts are ambiguous/not in writing, adopts common law of contracts

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2
Q

Commercial Transactions

A

transactions regarding personal property: sales, commercial papers, bank deposits, letters of credit, bulk transfers, warehouse receipts, bills of lading, documents of title, investment securities, secured transactions

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3
Q

Article 6 (UCC)

A

governs bulk transfers, doesn’t address agriculture - only those who manufacture what they sell

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4
Q

Article 2 (UCC)

A

governs sales, addresses farm transactions

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5
Q

Merchant

A

whan a farmer is familiar with the marketing practices in the industry: length of time goods sold, business knowledge, farm market knowledge

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6
Q

Contract

A

legally binding promise or set of promises between two or more parties, both legally obligated to perform, each can go to court for non-performance

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7
Q

Elements of a Contract

A

legally competent parties, legal or proper subject matter, offer, acceptance, consideration

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8
Q

Legally Competent Party

A

no lack of maturity or mental capacity to exercise good judgement, ex: children, insane, mentally retarded

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9
Q

Voidable Contract

A

contract which may be either affirmed or disaffirmed at the option of one or more of the contracting parties, ex: emancipated minors

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10
Q

Disaffirmance

A

avoids/destroys the legal relationship

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11
Q

Affirmance

A

ratifies and makes enforceable

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12
Q

Illegal Agreement

A

ex: creation of monopoly or illegal gambling contracts

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13
Q

Adhesion Contract

A

“take it or leave it”, weaker party at mercy of stronger, eliminates bargaining power: numerous terms, drafted by one party to the contract, contracting is routine for drafting party and not for adherent, signed by adherent, adherent’s key obligation is money

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14
Q

Unconscionable Contract

A

problem in substance and formation of contract, lopsided obligations and rights, bargaining power unequal

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15
Q

Offer

A

promise or commitment to do some act, intentionally not do some act, or promise some return performance, good for a time period or “resonable” period of time, must be received to be legally effective

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16
Q

Elements of Offer

A

a manifestation of words or acts to make a contract, definite in terms, communicated to offeree

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17
Q

Lucy vs Zehmer

A

Zehmers sold to Lucy for $50,000, wrote up contract while drunk, lost farm - definite in terms

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18
Q

Acceptance

A

made to a specific person (cannot be accepted by another), effective as soon as the offer leaves offeree’s possesion

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19
Q

Meeting of the Minds (MOM)

A

both members understand what they’re contracting to, reached through process of offer and acceptance-counter offers, changing conditions

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20
Q

Qualified or Conditional Acceptance

A

counter-offer, rejection of original

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21
Q

Consideration

A

something given in exchange for a promise, benefit to one party, detriment to other, something of value

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22
Q

Unilateral (Contracts)

A

one party makes a promise and the other party does or does not do an act, promise for act

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23
Q

Bilateral (Contracts)

A

promises made on both sides, promise for promise

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24
Q

Express (Contracts)

A

contracts definitely set out in words, oral or written

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25
Implied (Contracts)
contracts worked out or inferred from the acts and conduct of parties, implied in fact or implied in law
26
Implied in Fact
based on conduct, no mention of a contract, no written or spoken words, ex: wrong barn gets painted and owner sits and watches
27
Implied in Law
facts lead court to claim that regardless of parties wishes, they will be treated as though they made a contract, ex: barn painted by mistake while owner on vacation, owner may have to pay for paint
28
Statute of Frauds
certain contracts must be in writing to be enforced, include contracts taking over one year to perform, involving transfer of real estate, for sale of goods $500 or more
29
Partial Performance
enforcement of oral contracts, conduct by a party that is sufficient enough for courts to remove a contact from Statute of Frauds
30
Straatmann vs Straatmann
son receives farm equipment/land
31
Promissory Estoppel
a promise reasonably expected to induce action and does, ex: aunt offers to pay for neice to live in nunnery
32
3 Excuses of Contractual Performance
substantial performance, impossibility of performance, frustration of purpose
33
Substantial Performance
allows a partial or substantially similar performance to stand in for the performance specified in the contract
34
Impossibility of Performance
item's destruction is no fault of contracting parties
35
Frustration of Purpose
supervening event destroys bargained for performance
36
Parol Evidence Rule
in written contracts, parties to the contract are nor allowed to offer extrinsic oral declarations to alter the meaning of the contract (written contracts speak for themselves)
37
Remedies for Breach of Contract
damages, specific performance, recision and restitution
38
Specific Performance
requires a party to perform a specific act, usually what is stated in a contract
39
Rescission and Restitution
terminates liability and requires parties to return whatever benefit he/she recieved
40
Warranty
promise that a certain statement of fact is true, generally centered on product liability, express or implied
41
Implied Warranty of Merchantability
goods must reasonably conform to an ordinary buyer's expectations
42
Implied Warranty of Fitness for a Particular Purpose
implied when a buyer relies upon the seller to select the goods to fit a specific request, ex: snow tires
43
Disclaimers
denial or renunciation of responsibility, happens in sales, not in torts
44
Hold Harmless Agreement
contractual agreement transfers liability from one party to another, invalid if illegal, immoral, against public policy, created fraudulently, will not cover negligence
45
Indemnitee
party responsible for damages or liability
46
Indemnitor
party agreeing to hold indemnitee harmless
47
Sole Proprietorship
least costly, most widely used, simple decision making, owner responsible for debts and obligations and third party injuries, lack of continuity in death/illness, growth limited to personal energy, difficulty of transfer, personal affairs easily mixed with business
48
Partnership
association of two or more persons to carry on as co-owners of a business (Uniform Partnership Act), implies voluntary act of two or more ppl, must have legal capacity, can also include corporations, sharing of profits, joint control, sharing of profit/losses, personally responsible for debts and obligations, can be formed by oral agreement
49
Joint Venture
single business transaction for a short period of time
50
Elements of Partnership Agreement
type of business, amount invested by partners, division of profit/loss, compensation for partners, distribution of assets on dissolution, duration of partnership, provisions for dissolving, provisions for withdrawls/admission of partners, dispute settlement clause, restrictions of authority-expenditures, settlement in case of death
51
Terminating a Partnership
term of partnership agreement expires, decision by one of partners, expulsion of partner, unlawful acts, death of partner, bankruptcy
52
Advantages of Partnership
additional sources of venture capital, two heads, flexible, easy to form
53
Disadvantages
unlimited personal liability, death, withdrawl or bankruptcy of one partner, difficult to lose a bad partner, hazy line of authority
54
Taxes (Partnership)
income and losses taxed on partner's interest in business
55
Types of Partnership
general, limited, limited liability
56
General Partnership
partners personally liable for debts and obligations, more options for financing
57
Limited Partnership
1 general partner, others limited, partners not personally liable for debts and obligations, only to extent of investment, limited partners don't participate in management of partnership
58
Limited Liability Partnership
hybrid btwn general and limited, liability for your own misconduct, not others'
59
Corporation
legal entity existing under the authority of state legislature, for purpose of carrying on a business for profit, concept of legal separateness, recognized as artificial person (due process under 5th/14th amendment, can engage in business transactions, hold property, contract, sue or be sued)
60
Elements of Corporation Registration
corporate name, address, shares authorized to issue, preemptive rights to shareholders, purpose, powers of board/execs, mgmt of business, personal liability for shareholders, par value and classes of shares
61
Ownership of Corporations
shareholders elect board of directors (governing body)
62
Dissolution of Corporations
voluntary process by board of director vote or approval of stockholders, involuntary process by failure to follow law or file reports
63
Advantages of Corporation
limited liability for stockholders, continuity, transfer of shares easily, change of ownership need not affect mgmt, easier to resuse capital
64
Disadvantages of Corporation
heavier taxes (corporate and shareholder income taxed), power limited by charter, less freedom of activity, significant legal formality, expensive to launch
65
S Corporations
small business, taxation is key factor--not affected by corporate income taxes, treated as partnership for taxation purposes, must be: domestic entity, one class of stock, individuals and estates only as holders, can't be part of another org, max number shareholders allowed, no nonresident alien shareholders
66
Limited Liability Company
business hybrid authorized by the state, combines elements of sole proprietorship, partnership, corporations, liability limited to amount contributed, generally member-managed according to percent of interest, profits/losses allocated according to operation agreement or articles of organization
67
Dissolution of LLC
as specified in operation agreement or articles of organization, occurance of specific events, written consent of all members, LLC ceases to have members, order of a court, company continues only to carry out neccessary business and liquidate affairs, distributes assets to creditors, then members w liability, then members in proportion to interest
68
Protected Disability Categories
race, color, religion, naitonal origin, sex, age, handicap or disability, marital status, sickle cell trait, pregnancy, abortion, childbirth related conditions, disabled veterans
69
Rehabilitation Act of 1973
protects qualified individuals with disabilities--physical or mental impairment substantially limiting one or more major life activity, reasonable accommodation for employees with disabilities; program accessibility; effective communication with people who have hearing or vision disabilities; and accessible new construction and alterations
70
Americans with Disabilities Act of 1990 (ADA)
unlawful to discriminate against a qualified individual with a disability, no discrimination in state and local gvmt services, public accomodations, transportation and telecommunications, employers must make "reasonable accomodations" unless it poses an undue hardship
71
Americans with Disabilities Act Amendments 2008
broader definition of disability: "major life activities" include major bodily functions: immune system, normal cell growth, digestive, bowel, bladder, neurological, brain, respiratory, circulatory, endocrine, reproductive functions
72
1990 "Major Life Activities"
walking, speaking, breathing, learning, standing, lifting, reading
73
Title 1 (ADA)
prohibits employer form discriminating against qualified individual with disability who with or without reasonable accomodation can perform the essential functions of a job unless it creates an undue hardship on the business operations
74
Examples of ADA Accommodations
accessible facilities, modified work schedules, acquiring/modifying equipment or devices, adjusting/modifiying exams, training material, policies, providing qualified readers or interpreters
75
Undue Hardship (ADA)
excessively costly, extensive, substantial, or disruptive, or would fundamentally alter the nature/operation of the business, significant difficulty or expense in relation to the employer size
76
Workplace Drug and Alcohol Use
prior to employment - no testing, offer made and accepted - testing, employed - testing
77
Disability Remedies
compensatory and punitive damages, back pay, restored benefits, attorney's fees, reasonable accommodation, reinstatement, job offers
78
Sexual Harrassment
prohibited under Title VII of Civil Rights Act of 1964, applies to all employers of 15+ employees, unwelcomed sexual advances, requests for sexual favors, other verbal/physical conduct of a sexual nature
79
Terms of Sexual Harassment
submission is made either explicitly or implicitly a term or condition of the individual's employment, rejection used as the basis of employment decisions affecting the individual, unreasonably interfering with the individual's performance or creating an intimidating, hostile or offensive work environment
80
Ellison vs Brady
sexual harassment cases the facts must be judged from the perspective of a "reasonable woman", attempting to bridge the gap between male and female perceptions of what conduct constitutes workplace sexual harassment
81
Quid pro quo
"this for that", sexual harassment in which favors are exchanged for job benefits over which the supervisor has some control or influence over the employer
82
Hostile Environment
sexual harassment creates an intimidating, hostile, or offensive work environment or unreasonably interferes with an individual's job performance
83
Meritor Savings Bank vs Vinson
endorsed the concept of a hostile environment
84
Harris vs Forklift Systems, Inc
clarified what constituted a hostile environment
85
Nash vs Electrospace System Inc
prompt investigation completed in one week of sexual harassment case

Agricultural and Natural Resource Law Exam 1 (3 decks)

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