Law Final Exam Flashcards
(102 cards)
1
Q
Bailment
A
Transfer of Possession of Personal Property WITHOUT transfer of Ownership
2
Q
a) Owner of Property = ?
b) Possession is Held by = ?
A
a) Bailor
B) Bailee
3
Q
2 types of Personal Property Leases
A
- Operating Lease
- Capital Lease
4
Q
Operating Lease
A
No intention for ownership to change - JUST RENTAL (ex. Students renting housing)
5
Q
Capital Leases
A
Ownership changes at end of the lease
6
Q
Terms in a Personal Property Lease /7 (TPLM IPT)
A
- Term
- Lease PMT
- Location
- Maintenance
- Insurance + Other Costs
- Purchase option on the property
- Early Termination and minimum PMT
7
Q
Rights of a Lessor /1
A
- Right to rent for the entire term even if the item is returned early
8
Q
Lessee Rights in a K /3
A
- Gets Damages if wrongfully Disposessed
- Gets Damages for losses because of the defect
- Capital Leases usually exclude implied warranties by the lessor (not that important)
9
Q
Types of Tenancies /3
A
- Fixed Term (expires on that day)
- Periodic Tendency (Auto Renew)
- Tenancy at will of Landlord (not a true tenant but occupies it from an agreement)
10
Q
Covenants in a Landlord-Tenant Relationship /5 (RRRQR)
A
- Pay rent during the term
- Restrictions on the use of the Premises
- Responsibilities for Repairs
- Quiet Enjoyment
- Restrictions on assignment and subletting
11
Q
Is a tenant usually responsible for maintenance?
A
Yes
12
Q
Are landlords responsible for repairs?
A
Yes
13
Q
Remedies of the Landlord for Breach of Covenant /4 (DRDI)
A
- Damages for rent (no duty to mitigate)
- right of re-entry (if they decided to evict someone they could re-allow their possession)
- Distress (seize if rent is unpaid)
- Injunction (to prevent prohibited use)
14
Q
Remedies of the Tenant for breach by Landlord /3
A
- Damages
- Injunctions (to restrain for continuous breach) 3. Termination of Lease (Landlords acts have made premises unfit)
15
Q
Lease is a (BLANK) to the land
A
Interest
16
Q
What protects Residential Tenants?
A
Legislation
17
Q
Fixtures 3 Part Test
A
- Has the object been affixed to the building with the intention that it become a fixtures
- What use is to be made of it, and how securely and permanently is it attached?
- How much damage will it cause if removed?
18
Q
Employment Labour Standards /3
A
- Minimum Wage
- Maximum hours of work
- Paid vacation entitlement
19
Q
Human Rights Code
A
Prohibits Discrimination and harassment in employment on prohibited grounds
20
Q
Types of Protective Legislation /3
A
- Human Rights Code
- Workplace Safety
- Pay Equity
21
Q
Workers Compensation (WSIA) /3 (IPR)
A
- Replace wages for injured workers
- Premiums based upon the level of risk of the industry
- Rebates/surcharges based on experience
22
Q
Pay Equity
A
- Equal Pay for Equal Jobs
23
Q
Common Law = ?
A
Judge-made law
24
Q
Employment Relationship K is formed when?
A
- Offer
- Acceptance
- Consideration
25
Constrictive Dismissal
1. Unilateral Fundamental Change to an essential Term in a K
- Could be a reduction in salary
(Employee can resign or sue as though terminated without just cause)
26
Employees have an implied duty of _ and _ (when taking about confidential info and intellectual property)?
Loyalty and Fidelty
27
Termination for Just cause what does the employer have to provide?
No need to provide notice or pay in lieu of notice
28
Termination for just cause might require a test to test poor performance.
yes
29
Are Economic conditions or efficiency conditions within a company a form of just cause for termination?
No
30
What must you do if you terminate someone without just cause?
Provide notice or pay in lieu of notice
31
Prima Facie Unenforceable (Restrictive Covenants)
1. Inequality of Bargaining power
2. Contrary to Public Policy
3. non-competition covenants illegal in Ontario
32
The union acts as what for clients?
As a "Bargaining Agent"
33
Why Hire an Independent Contractor? /2
1. Payroll obligations avoided
2. Employment Standards avoided
34
Why would a business not hire an Independent Contractor? /2
1. No control
2. No duty of loyalty and fidelty
35
Test to determine the status of Independent Contractor /4
1. Control of principal over work
2. Who owns the "tools"
3. Contractor's chance fo profit or loss
4. Is the Contractor doing business on his own account?
36
Can a K exist if there is no written agreement?
Yes
37
What is the agreement?
it is the "OFFER"
38
Risk of Written Employment Agreements? /4
1. Breach of protective legislation
2. Harder to make modifications to K
3. Unionization
4. Unenforceable restrictive covenants
39
Equity is
Ownership NOT DEBT
40
Capital is not _
Liability
41
Sources of Equity Capital /4
1. Venture Capital
2. Angels
3. Private Equity
4. Friends and Family
42
Venture Capital firm Demands /3
1. Preferred shares
2. Shareholder Agreement
3. Subscription Agreement
4. Many demands (Also add Value)
43
Angel Investor Demands
1. Common Shares or Preferred Shares
2. Some demands
3. Subscription/shareholder agreement
44
Private Equity Demands /4
1. Preferred Shares
2. Treasury
3. Purchase agreement
4. Many Demands
45
Criteria on a Term Sheet /3
1. Type of Securities (Shares)
2. Valuation and Price
3. Board Composition
46
Venture Capital Firm Life /3
Commitment period
Firm Period
Extension
47
The basis for Taxation is on?
Your Residence NOT citizenship
48
What type of Tax system do we have?
Progressive system (as income goes up, so do our taxes)
49
Employment Income is based on? & what is its highest rate?
1. Salary or Bonus
2. 53.53%
50
What are forms of tax for Employment Income /3
1. CPP
2. EI
3.T4
51
Capital Gains = ?
Net - Capital Losses
52
Do we carry Capital Losses
Yes, Carry capital losses back 3 years and forward indefinitely till paid.
53
Taxation of corporations /2
1. Separate leal Entity (meaning owners and shareholders aren't accountable for paying its taxes)
2. Flat Rates (not progressive)
54
Integration of taxing Corporations vs Individuals /2
1. Individuals = Personal Income (progressive tax rate)
2. Corporation = Flat Tax Rate (All the same)
55
Types of Corporations /1
1. Public
2. Private
3. CCPC (Canadian-controlled private corporations)
56
Subscription Agreement
An investors application
57
Shareholder Agreement for New Equity Investors
The K outlining terms and conditions ie Preferred shares vs common shares
58
Share Provisions
The rights, privileges, and conditions surrounding your shares.
59
Crowdfunding
A large sum of people donating to your entrepreneurial cause.
60
Duty to accommodate Hardship
Hire someone if they have disability if it doesn't affect your overall organization
61
General Advertising Rules /3
1. Must be accurate and True
2. Proof Tests
3. Consumer preference and performance claims
62
Price and Sales Claims must meet one of? /2
1. Time Test: Goods offered in good faith at the "regular" price for a substantial period od time
2. Volume Test: At least 50% of the stock volume must have been sold at the "regular" price
63
Advertising rules on "Free" Claims /3
1. NO CHARGE
2. Consumer who declines the free offer should not be given a discount on the price of the product
3. Cannot have it be free for more than 90 days or it becomes part of the regular price.
64
Rules on "Clearance" Claims /2
1. Price can no never go back up
2. Stock cannot be replenished
65
Social media is based on tons of laws but what major 4?
1. Contest Law
2. False and Misleading Advertising
3. Privacy Law
4. IP Infringements
66
Labeling, Packaging, and Advertising ACTS in Canada /4
1. Consumer Packaging and Labelling Act
2. Food and Drugs Act
3. Canada Consumer Product Safety Act
4. Hazardous Products Act
67
Consumer Packaging and Labelling act Criteria and what it does? /3
1. It helps PREVENT false advertising and labelling
2. Needs dealers name and principal place of business
3. Location of labels and in both ENGLISH AND FRENCH
68
Food And Drugs Act 3 Criteria
1. Common name
2. Q
3. Ingredients
69
The Canadian Food Inspection Agency helps with? /3
1. Safety (Processing)
2. Quality (Packaging)
3. Quantity (Labelling)
70
Competition Act Looks over?
False and Misleading Advertising
71
How to avoid Misleading Advertising? /4
1. Do General Impression Tests
2. Do disclose facts that would be material in a consumers decision to purchase
3. Make sure Factual representations are true.
4. Review Ads before Presenting
72
Disclaimers on goods
1. Prominance: this includes the font size and colour relevance
73
Copyright/Appropriation of Personality (i.e. Celebrities) /2
1. Property Right: Need consent before using someone's name or voice for commercial gain
2. Privacy Right: Protects people from unauthorized use of persons name or likeness
74
How can Lotteries be Legal /3
1. Skill Testing Element
2. No purchase Required
3. Disclosure of Prizes and Odds
75
Types of Property and Casualty Insurance /3
1. Property Insurance
2. Liability Insurance
3. Insurance Policy
76
Provincial regulation of insurance companies?
Financial Services Commission of Ontario (Market Conduct Review)
77
Federal Regulation of Insurance?
Office of Superintendent of Financial Institutions (Prudential Review)
78
4 basic provisions of K Insurance /4
1. Nature of the risk covered
2. Amount for which it is insured
3. Duration of the protection
4. Amount of the premium
79
What does the Commercial General Liability Policy cover /2
1. Property (fire, theft, and or damage)
2. Liability (death or injury to the property of others)
80
What does Liability Insurance Cover?
It cover negligent acts and omissions hurting a 3rd party
81
Formation of the K for Life Insurance Happens when?
the Policy is delivered and the first Premium is paid
82
Formation of the K for Property and Casualty happens when?
When the broker confirms coverage on behalf of insurance company
83
Terms of insurance K /3
1. Insured has the Duty of Good faith
2. Insurers must process claims Fairly
3. SUBROGATION: The insurance company acquires the legal right of the insured against the party causing the damage or injury
84
Uses of Life Insurance /4
1. protection for Dependents (think family)
2. Pay taxes on death
3. Buy out a shareholder
4. Investment vehicle
85
Types of Benefits /3
1. Group Medical (Dental+medical)
2. Group RRSP (Employee + Employer contribution_
3. Pensions (Always defined)
86
Types of Sales for a Business /3
1. Share sale
2. Asset Sale
3. Amalgamation/Merger
87
How to tell if your acquisition or merger was a success or failure /2
1. Was it a cultural Fit
2. Was it a financial fit
88
Keys to success when acquiring a business /3
1. Clearly define the value the merger will create
2. Ensure culture compatibility
3. Fully integrate the 2 businesses
89
Advantages of going IPO /4
1. New Capital
2. Acquisitions Currency
3. Alternative to sale
4. INcreases Employee Retention
90
Disadvantages of going IPO /4
1. Risk of shareholder litigation
2. Potential loss of control
3. Potential for higher taxes
4. Increased public & investor scrutiny
91
How to avoid IPO Disadvantages (Preparation tactics) /3
1. Select a good team
2. Review Internal and financial systems
3. Update the business plan
92
Why sell your business /3
1. Cash out
2. Fund future growth
3. No successor
93
Preliminary Prospectus
Info given to potential shareholders before IPO release
94
Preliminary Prospectus Steps /5
1. Draft preliminary prospectus
2. Full, true, and plain disclosure
3. Underwriters conduct due diligence
4. File preliminary prospectus
5. Marketing during waiting period
95
Who is liable for misrepresentation in the prospectus?
Issuer and Underwriters
96
Reverse Take-over
When a small dormant private company acquires a large public institution (Very uncommon)
97
Insider trading
A person with a special relationship with the reporting issuer
98
Do tenants have right the right to remove fixtures?
yes, only if they install it for convenience and it cannot cause structural damage on the removal. The tenant is responsible for any repairs.
99
What happens if the landlord sells the building?
Transfer of landlord's interest continues between tenant and new owner. Can sue both new or old landlords for breach of K.
100
Landlords must follow:
1. Pay interest and security deposits
2. go through special tribunals to deal with pursuits
3. respect rent control
101
Requirements for just cause termination /4
1. Requires willful behaviour (this isn't just because of poor performance)
2. Balancing of misconduct or poor performance against employee history ( Common law)
3. The employer has the burden of establishing the cause
4. Difference between business cause and legal cause
- Bad acting off duty can = cause (not always, but sometimes)
102
Requirements for termination without just cause /2
1. Notice or pay of lieu du notice
- Fixed agreement may require PMT of the balance of the term
2. ESA factors for indefinite employment
- rules of severance to receive certain severance (max of 8 weeks)
- or common law factors such as age, length of service ext.
