BLAW 3305 Final

Stare Decisis

"let the decision stand" legal principle that requires inferior courts make decisions consistent with higher courts on cases with similar facts

Association

2 or more persons who agree to be partners- can be in a partnership with a minor

Constitution vs. State Constitution

Constitution is the supreme law of the nation. State Constitution is the highest law within that state..

Professional Corporation

Corporate from under which duly licensed individuals make practice their profession

Factors in Choosing a type of business

Ease of formation taXATION external liability management and control transferability Continuity

Private

Private individuals create it and it has no governmental duties

non-profit

any profits made are used exclusively for charitable, education, or scientific purposes for which it was formed. DO NOT have to pay taxes on the income that they make must also contact the IRS to be an exempt corporation.

Doormat partner

both silent and secret

Administrative Laws

branch of public law that governs the powers and procedures of governmental entities

Public Law

branch of substantive law that deals with government's rights and powers and its relationship to individuals or groups

Common Law

case decisions establish precedent in our common law system and must be consulted when researching a legal question. (judge-made law or case-law)

Subchapter S

corporation has elected to be taxed as a partnership under the IRS Code

publicly held

corporation whose shares are owned by a large # of people and widely traded

Substantive Law

creates, defines, and regulates legal rights and duties

Profit

founded for the purpose of operating a business for profit but can still lose profit

general partner

general or limited partnership; unlimited liability for debts, full management powers and right to share in profits

Domestic

in state which it was incorporated, most corporations today were incorporated in Delaware

Business for Profit

intent to make profit and share those profits

Equity

judicial relief based on settled rules of fairness, justice, and honesty. (not based on money)

Legislative Law

laws passed by legislatures. can pass laws that repeal judge-made laws unless unconstitutional.

Uniform Laws

laws that have been passed to promote uniformity in some areas of the law, such as UCC

Corporation

legal entity separate distinct from owners limited liability to owners freely transferable taxed on profits / shareholders on dividends

Corporate attributes:

legal entity; limited liability; free transferability of shares; perpetual existence; centralized management

limited partner

member of limited partnership, limited liability for debt only to extent of capital contribution

Secret partner

membership in partnership not disclosed to public

silent partner

no voice; takes no part in partnership business

Foreign

not doing business in the state where it was incorporated a corporation must have a certificate of authority to do business in those states.

Public

not same as publically held created to administer a unit of local civil government or created by the US to conduct public business

Co-ownership

of business, not necessarily of property. sharing of profits is good evidence of partnership existence

closely held

owned by a few shareholders and whose shares are not actively traded shareholders unusually active in management control of business. not uncommon to be a family corporation

Civil Law

part of PRIVATE LAW and defines duties and deals with the rights and duties of individuals among themselves

Criminal Law

part of PUBLIC LAW and establishes duties and involves offenses against the whole community

Private Law

part of substantive law governing individuals and legal entities in their relationship with one another

Subscribers

person who agrees to purchase stock in a corporation

Incorporators

person who sign the articles of incorporation

Judicial Review

power of courts to decide constitutionality of government action.

Functions of Law

resolve disputes without personal revenge protect the ownership and transfer of property preserve the State

Procedural Law

rules of enforcing those rights that are created by the substantive law

Partnership property

sum of all partnership's assets, including property brought into the partnership or subsequently acquired by it.

Restatements of the Law

summaries of law that cover many areas

Promoter

takes preliminary steps to organize a corporation and start the business. ; enter into contracts behalf of the corporation and will remain liable unless novation

What is an opinion

the decision of court; includes: summary of essential facts & what happened in lower court issue of law or fact legal principles involved application of these principles decision of the court

partnership Capital

total money and property contributed by partners for PERMANENT us by the partnership

Finding a case

trial court decisions generally NOT published courts of appeals published in volumes called reports; cited with name of plaintiff and defendant, volume and page of reporter, and year of decision

limited partnership

unincorporated business 1 general partner and at least 1 limited partner limited partner has limited liability for debts but cannot participate in management

limited liability company

unincorporated business limited liability to all owners owners can participate in management

Sole proprietorship

unincorporated business one person who owns and controls the business

general partnership

unincorporated business including 2 or more persons who co-own business for profit partners are taxed for their share of profits partners have unlimited liability for debts but also have right to control can assign interest but not ownership without consent of other partners.

Formation

written partnership agreement is preferred but not required UNLESS partnership is going to exist longer than a year and/or be engaged in buying and selling real estate.