Final Flashcards
(56 cards)
Fully Disclosed Principal
states that they are acting as agent and who for; agent not liable
Partially disclosed Principal
states that they are acting as agent but who for; agent liable
Undisclosed Principal
doesn’t state that they are an agent at all; agent
Limited Partnership Liability
general partners are responsible for the debts and obligations of the partnership. limited partner is not
Preferred Shareholders
First to get dividends and distributions
no right to vote unless big company decision; changing line of business, sell substantial amount of assets
Shareholder Derivative Action
Has the right to sue a person who has harmed the company on behalf of the company
-has to be a shareholder at the time of the incident
-fairly and accurately represent the interests of the corporations
-has to first make a demand of the corporation to take an action against the person. Board can refuse to do so or just wait 90 days
Business Judgement Rule
bad decision but in good faith is okay
Quorum
50% of board members
-need to be present before meeting
-need majority of original quorum number to pass
Element of an Implied-in-Fact Contract
-Person A furnishes goods or services to person B
-Person A expects to be paid
-Person B knows that they do
-Person B has a chance to reject it
Offers
-effective when received
-termination is effective when received
Mailbox Rule
Acceptance effective when sent
Legal Value
-Forbearance - not doing something that you have a legal right to do
-Promise to perform
-actual performance
-tangible payment
Bargained for Exchange
past consideration (action) doesn’t count
Settlement Agreements (accord and satisfaction)
debt or underlying obligation has to be in dispute over how much the debt is. Both parties have to give up something
Promissory Estoppel
not valid consideration but there is reasonable and substantial reliance on that promise
Age 18
can disaffirm a contract at anytime while they’re still a minor and for a reasonable amount of time after they turn 18
Minor’s duty of restoration
if a minor disaffirms a contract, they have to return the collateral in the same condition that they existed at the time of disaffirmance
-exception: if the minor purposely destroys the property
Minor’s Ratification
-Can only ratify a contract after they’re turned 18
-if minor is in an agent relationship, contract is void or voidable but principal can still incur liability
Regulatory
Bar exam to confirm competence; void if in violation of
Revenue-Raising
when bas exam is passed, has to pay a yearly fee; valid if in violation of
Mutual Mistake of Fact
Relief for
Mutual Mistake of Value
No relief for
Elements of Fraud
-misrepresentation of material fact
-intent to deceive
-justifiable reliance
-injury
-exception: honest prediction or salesmanship that is called puffery not fraud
Exculpatory Clauses
Not valid for intentional, fraud, recklessness, or gross negligence. Valid for ordinary negligence if firm isn’t important for public interest
