BUS251: Chapters 31-40
The employment-at-will doctrine permits an employer to terminate an employee __________.
All of the choices are correct (with or without advance notice; with or without just cause; subject to certain exceptions)
What, if any, federal statute(s) give specific anti-retaliation protections for employees who disclose conduct that violates that law?
All of the choices are correct. (Fair Labor Standards Act; Sarbanes-Oxley Act)
Angelina hires Brad to drive a truck to a depot 200 miles away. She specifies the route that he is to take and tells him to be sure to arrive by 5 p.m. On the way, Brad finds himself feeling light-headed due to hunger. He checks the time and finds that he has plenty of time to make the 5p.m. deadline, so he decides to stop at a diner that he is familiar with. The diner is three-quarters of a mile off the route that Angelina had specified. Brad does not call Angelina to ask for permission. On the way to the diner Brad has a collision with Billy Bob. Billy Bob sues Angelina:
Angelina is liable because Brad was on a detour, so she is liable
_______ employees who are defamed by their employer, also may have a _______ claim against their employer in the context of a termination.
At-will, tort-based; At-will, whistleblower
_________ occurs when an agent agrees to act for the principal.
Consent
Employers must provide continuing health care coverage to any employee, for a fee, even if terminated, under the:
Consolidated Omnibus Budget Reconciliation Act
The __________ updated existing wiretap laws and restricts an employer from monitoring an employee's personal calls without the employee's consent.
Electronic Communications Privacy Act
The SSA benefits are funded by mandatory employment taxes under _______.
FICA
The _______ sets out basic protections for workers who need a brief leave from work to care for themselves or an immediate family member.
FMLA
The _______ is a federal statute that contains an anti-retaliation provision that protects employees who disclose that their firm has committed fraud in dealing with contracts with the federal government.
False Claims Act
Which state does not recognize the common law exceptions of the employment-at-will rule on employees?
Florida
The Happy Days Day Care is hiring a child care worker. On the employment application, Happy Days specifically asks if the applicant has ever been arrested. Tina applies for a job at Happy Days and answers no to that question. She also answers no to the question that asks if there is any reason that she would not be qualified to work with children, Soon after Tina is hired, she severely shakes a baby to stop it from crying, causing the baby injuries. It is discovered at trial that Tina has been fired from numerous day cares for baby sharking and various other offenses. If the baby's parents sue Happy Days:
Happy Days is liable for negligent hiring
What agency created a three-prong test to determine an agen's status?
IRS
The FLSA cannot be properly understood without reference to two major historical event that occurred during the earlier parts of the twentieth century:
Industrial Revolution and the Great Depression
Jackie, an orange supplier, contracted with Jimmy's Sushi for the delivery of 50 crates of grade B oranges. Every three months, Jackie regularly sends Jimmy's Sushi 50 crates of grade B oranges. Due to an oversight, Jackie sent Jimmy's Sushi 50 crates of grade A oranges. In this case,
Jimmy's Sushi may accept the goods
Joyce contracted with Mega Drug Corporation to buy vitamins on behalf of Howard, a personal trainer. Howard told Joyce to use her own name and not to disclose that she was working for Howard. If Joyce signs the contract in her name only and Howard will honor is:
Joyce is liable but may sue Howard based on indemnification
Management is permitted to voice objections to the formation of a union under the:
Labor Management Relations Act
In the _______, Inc. v. City School District of Elmira case, the court ruled that an unexpected increase in prices was not sufficient to meet the standard of commercial _______.
Maple Farms; impracticability
In the _______ case the California Supreme Court adopted the ABC test for determining an agent's category.
Dynamex
The _______ case held that agents were to be classified as employees by default unless the employer established each of the three prongs of the _______ test.
Dynamex; ABC
The _______ updated existing wiretap laws and restricts an employer from monitoring an employee's personal calls without the employee's consent.
ECPA
The _______ prohibits _______ employers from requiring a polygraph (lie detector) test as a condition of employment.
EPPA; private sector
If employers establish either a pension fund or a retirement savings plan, the employer is subject to the requirements of a federal statute called _______.
ERISA
The Family and Medical Leave Act provides that eligible employees be permitted:
12 weeks of unpaid leave during any 12-month period
To be eligible for FMLA benefits, including ______ of unpaid leave, an employee must have worked for the company for at least 12 months and have worked _______ during the past 12 months.
12 weeks; 1250 hours
Section __________ of the Exchange Act requires public companies to file regular reports with the SEC in order to maintain their registration and to provide the public with ongoing disclosures via annual, quarterly, and special reports.
13
The Fair Labor Standards Act imposes restrictions on hiring workers under:
18 years old
The election process begins with union organizers obtaining authorization cards from at least _______ of the members of a bargaining unit, the authorization cards are filed with the _______.
30%; NLRB
The FLSA sets a standard workweek at _______ hours in a _______-day period and an employee is entitled to overtime compensation for any hours worked in excess of the standard workweek.
40; seven
The FMLA is administered by the Department of Labor and applies to employers with _______ within _______ miles
50 or more employees; 75 miles
The PPACA requires employers with _______ or more full-time employees to purchase health care insurance for their employees or face a penalty, plus it offers small-business owners with _______ or fewer employees, immediate tax benefits.
50; 25
The FMLA is administered by the Department of Labor and applies to employers that have 50 or more employees within ____________ miles.
75
If an employee is killed on the job, the Occupational Safety and Health Act requires that the employer notify the administration as soon as possible but no later than _________ after the accident.
8 business hours
Many states have adopted the ________ test in their agency law as a standard for determining agency status.
ABC
Many states have adopted which of the following tests as a standard for determining agency status?
ABC test
Drug and alcohol testing raises important issues regarding the rights of an employee under the _______.
ADA
If testing uncovers a former drug addiction, under certain circumstances the employee is protected from discipline or termination under the _______.
ADA
Jack is a truck driver employee of Ace Trucking. While delivering his cargo, he notices that the truck assigned to him is low on gas. Jack pulls into a convenient station and fills $50 worth of gas into the truck, which will allow him to complete his assignment and return to the depot. If Jack requests reimbursement for the gas, will Ace be required to reimburse him?
Ace will be required to reimburse Jack for the cost of the gas based on implied authority stemming from his express authority to drive the truck.
An agent's power to bind a principal in contract is derived from the agent's authority, which may arise from _______ authority.
All of the choices are correct (actual; apparent; ratification)
Suppose that Aubrey, an at-will employee at Costco, injures her arm on the job. Costco's manager tells Aubrey that the company frowns upon employees who file claims under the workers' compensation law. Aubrey files the claim and is fired one week later without being given a reason. Under what theory(ies) would Aubrey be able to sue Costco for illegal termination?
All of the choices are correct (an existing statute; the state constitution; previously established policy)
Black Cat Corp. wishes to conduct an asset purchase of Shylo Inc. so that it does not incur the unpaid taxes debt that Black Cat acquired prior to the asset purchase. Will the asset purchase achieve this goal?
No because taxes are an exception to the rule that debts and liabilities do not transfer to the buyer with and asset purchase.
Which of the following is a true statement?
Ratification applies to previously unauthorized acts
Much of agency law is written in state statutes, but is based on: _______ and _______.
The Restatement (Third) of Agency; common law doctrines of agency
The FLSA is administered and enforced by the federal agency known as the _______.
U.S. Department of Labor
What company agreed to settle a class action lawsuit by paying approximately $100 million to roughly 385,000 drivers where drivers were claiming that they were actually employees under the California Labor Code and they should receive worker protections and benefits under California law?
Uber
Federal employees are protected from retaliation for whistleblowing by the ____________.
Whistleblower Protection Act of 1989
_______ establish a structure for an injured employee to be compensated through a statutorily mandated insurance program as the exclusive remedy for workplace injuries or illnesses.
Workers' compensation statutes
Sprite and Gerizon were competing cellular phone services providers that decide they want to combine their companies to become Sperizon and dominate more of the cellular phone service market. This is an example of:
a merger
A merger agreement should contain all of the following except:
a schedule of events
The expiration of agency may be tied to: _______.
a time period; an event; the purpose completed
If Megan Manufacturer ships nonconforming goods to buyer Rachel Retailer, Rachel may: _______ or _______.
accept or reject the entire shipment; accept part and reject the rest
Under the UCC perfect tender rule, if the seller fails to achieve perfect tender, the buyer has the following options: _______, _______, or _______.
accept partial shipment and reject the rest; accept the entire shipment; reject the entire shipment
Once the buyer has _______ the goods, the buyer must _______ in accordance with how the parties have negotiated and agreed on the details of payments.
accepted; pay for them
A(n) _______ (or takeover) is the purchase of one company by another company and the acquired company "disappears."
acquisition
When one company takes over a target company by stepping into the shoes of the target causing it to disappear by operation of law is a(n):
acquisition
The term _______ usually refers to a purchase of a(n) _______ firm by a(n) _______ one.
acquisition; smaller; larger
An agent's power to bind the principal in contract is through _______ authority which arises in one of two ways
actual; express; implied
An agent's power to bind the principal in contract is through _______ authority which arises in one of two ways.
actual; express; implied
The employment-at-will doctrine permits an employer to terminate an employee with or without _______ and with or without _______, subject to certain exceptions.
advance notice; just cause
In an undisclosed agency relationship, the _________ is fully liable to perform the contract.
agent
The ABC test includes three factors: (A)_______; (B) _______ and (C) _______.
agent is free from direction and control; service is performed outside employer's business; agent is engaged in a different business. (the individual is free from direction and control, applicable under contract for the performance of service and in fact; the service is performed outside the usual course of business of the employer; the individual is customarily engaged in an independently established trade, occupation, profession, or business of the same nature that is involved in the service performed)
Sanchez borrowed money from Fifth National Bank to buy a car. She defaulted on the loan. Fifth National hired Rex's Recovery Service to repossess the car for a set fee. Rex's was simply told to locate and seize the car. Rex's would be classified as:
an independent contractor
With regard to negligent hiring, courts would require the least amount of scrutiny regarding:
an office worker
An implied contract arises in the following situations: _______.
an oral promise made by employer that protects employee; an employment handbook distributed to all employees
The UCC applies the commercial impracticability rule when the delivery or nondelivery of goods has been made impracticable by the occurrence of _________ and said event directly affects a basic assumption of the contract.
an unanticipated event
The UCC applies the commercial impracticability rule when the delivery or nondelivery of goods has been made impracticable by the occurrence of: _______ and _______.
an unforeseeable event; the event affects the basic assumption of the contract
When a third party relies on a statement or action of the principal that creates a false appearance of an agent possessing authority this is referred to as _______ authority.
apparent
When an agent acts in an unauthorized manner she may still bind the principal in contract based on _______ authority.
apparent
Young has just fired Kathy, who was her agent. Young places an ad in the classified section of the local newspapers that states, "Kathy no longer works for or represents Young in any way." Young placed this ad to eliminate any possible liability resulting from:
apparent authority
Even though an agent behaved in an unauthorized manner, the principal may ratify transactions by: _______ or _______.
approving the transaction; retaining the benefits of the transaction
In a(n) _______, a buyer buys the assets of the target company which leaves the target company as an empty shell if the buyer buys out all of its assets.
asset
A(n) ______ transaction can be particularly important when _______ may include future damage awards, such as those that could arise from litigation over defective products, employee benefits or terminations, or environmental damage.
asset purchase; foreseeable liabilities
Generally a company that acquires a seller's _______ is not responsible for the seller's liabilities but in a _______ or consolidation the liabilities of the acquired corporation are assumed by the buyer.
assets; merger
In the absence of a specific contract provision regarding the details of payment, the UCC provides that payment be made in full:
at the time and place that the delivery occurs.
Generally a group of employees organizes an effort to have other workers sign _______ cards indicating that they wish to form or join a local union.
authorization
An _______ agent who enters into a contract with a third party binds the principal because the third party may legally enforce the contract against the principal.
authorized
When a(n) _______ agent who enters into a contract with a third party, the principal is bound to the contract because because the third party may legally enforce the contract against the principal.
authorized
Conforming goods simply means the goods ________ in an agreement.
bargained for
Conforming goods simply means the goods:
bargained for in an agreement
A _______ may be a single employer or those of an entire region or industry.
bargaining unit
For a principal to be vicariously liable for the acts of her agent, the conduct must have: _______
been related to her duties as an employee of the principal; occurred substantially within the reasonable time and space limits; been related to her duties as an employee of the principal
The IRS has devised a test to determine an agent's status, including the following factors: _______. 2. The financial arrangements between principal and agent. (Are the business aspects of the worker's job controlled by the payer?)3. The type of working relationship the parties have in terms of benefits and promises of continuing employment.
behavioral aspects; working relationship; financial arrangements
The employment-at-will rule is decidedly _________ toward protecting the interests of the employer.
biased
In a partially disclosed agency, who is liable to a third party for the obligations under a contract?
both the principal and the agent
In Furlong v. Alpha Chi Omega Sorority et al, Ohio Misc.2nd 26 (1993), Furlong (the seller):
breached the express warranty and the contract by delivering nonconforming goods
All of the following are hostile takeover defense strategies except:
budet bidding
To obtain a license, one typically must apply in the office of ________ of any state in which the work will be performed.
business regulation
An agency transaction ends when the agency is terminated: _______.
by the parties; by operation of law
Suppose Samantha Seller ships 100 widgets to Brianna Buyer. Under the UCC, after inspection of the goods, if Brianna properly rejects the goods, she may also _______ and pursue any appropriate legal remedies against Samantha Seller.
cancel the balance of the contract
Directors owe shareholders a special fiduciary duty of _____ as well as a duty of ______.
care; loyalty
After a legally sound election is held, it is still required that the NLRB _______ the collective bargaining unit as a union.
certify
A(n) _______ agreement gives rights to non-management employees, in addition to managers.
collective bargaining
Under the NLRA, _______ is the process of negotiating an agreement on behalf of an entire workforce as opposed to individuals negotiating privately on their own behalf (or not negotiating at all).
collective bargaining
_______ is the process of negotiating terms and conditions of employment for employees in the collective bargaining unit.
collective bargaining
If a group of employees decides to form a _______ unit to deal with labor-management matters such as negotiating a contract, the _______ sets out a procedure for forming a union.
collective bargaining; NLRA
The UCC applies the _______ rule when the nondelivery of goods has been made impracticable by the occurrence of an unanticipated event, and the unanticipated event directly affects a basic assumption of the contract.
commercial impracticability
Some UCC rules are different for performance of sales contracts compared with contracts formed under _______ law.
common
Congress provided clarification by amending the FLSA with the Portal-to-Portal Act to provide guidelines regarding what constitutes ___________ work.
compensable
The Labor Management Relations Act of 1947 prohibited employers and employees from agreeing that union membership is a(n): _______.
condition for employment
ERISA establishes rules for: _______.
conflicts of interest; fiduciary standards
Fundamentally, the seller's obligation is to transfer and deliver __________ goods to the buyer.
conforming
If Sally Seller has shipped _______ goods to Buyer Betty, then Betty has the duty to _______ and become the owner of the goods in accordance with concepts of title.
conforming
The Restatements define the creation of an agency relationship in terms of _______ and _______.
consent; control
As agents, they may under certain circumstances create liability to the principal in _________ and tort.
contract
The Restatements define the creation of agency relationship in terms of consent and ___________.
control
Generally, an agent is classified based on the following factors: ________.
control; supervision; direction
_______ is similar to course of performance in that both refer to patterns of performance by the parties, except that _______ refers to how the parties acted in the past.
course of dealing
__________ is similar to course of performance in that both refer to patterns of performance by the parties.
course of dealing
The ______ is a method to show what the parties intended through their own actions in performing the specific contract in question.
course of peformance
Suppose Tom (seller) and Joe (buyer) have a contract that calls for "top shelf scotch" to be delivered in five installments over the course of a year. The _________ between the parties would be based on the quality of the first installment of scotch delivered by Tom and accepted by Joe.
course of performance
What may be a method to show what the parties intended through their own actions in performing the specific contract in question?
course of performance
In a share purchase agreement the following statement was included, "both parties agree to operate with the utmost professionalism, integrity and good character in all corporate transaction such that it instills confidence that respect for the process and the result." This is an example of a(n):
covenant
Once the time contemplated for performance has expired, the seller's right to _______ also expires.
cure
Once the time contemplated for performance has expired, the seller's right to ________ also expired.
cure
In order for whistleblowers to gain statutory protection in New York, their disclosures must be connected to conduct that is ______.
dangerous
The second exception to the successor liability rule is the _______ doctrine, which applies to a transaction that is essentially a merger or consolidation between the buyer and seller.
de facto merger
An agency can be terminated by _______ of the essential subject matter of the relationship.
destruction
Clyde has been hired to deliver a truckload of hogs to a cross-state slaughterhouse. On the way there he stops to visit his girlfriend Samantha, who lives five minutes off his prescribed route. He spends five minutes with her. During those five minutes he is considered to be on a/an _______.
detour
Certain federal and state statutes _________ common law employment-at-will rules.
displace
All of the following terms are used to indicate where one company splits into two except:
duplication
Individual employees who are authorized to transact business on behalf of the employer/principal are called __________ agents.
employee
Principals can be liable for the actions or omissions (such as negligence) of a(n) ________.
employee agent
To be classified as an _______, an employee must have some source of authority to represent the employer.
employee agent
Individual employees who are authorized to transact business on behalf of the employer/principal are called _______.
employee agents
Agents are classified into one of three broad categories: (1) _______, (2)_______, or (3) _______.
employee agents; independent contractors; gratuitous agents
The Electronic Communications Privacy Act prohibits employers from monitoring each of the following unless consent to monitor is granted, except:
employee e-mail
Generally, an injured worker is not entitled to workers' compensation if the injury was intentionally self-inflicted or resulted from _______.
employee's willful misconduct; knowing violation of safety rules; drug use
Under the negligent hiring doctrine, courts are especially inclined to hold employers liable in cases where: _______
employees have a high level of public contact; employees are entrusted with vulnerable populations
Under the negligent hiring doctrine, courts are especially inclined to hold employers liable in cases where: _______.
employees have a high level of public contact; employees are entrusted with vulnerable populations
A common form of agency is an _______ relationship, but there are other important forms of agency as well.
employer-employee
The employment-at-will rule is decidedly biased toward protecting the interests of _______.
employers
Many questions regarding agency status - and therefore principal responsibility - occur in a(n) _______ context.
employment tax
Certain federal and state statutes displace common law _______ rules.
employment-at-will
The starting point for analyzing the legal relationships between employers and employees is the _______, a deep-seated common law rule that exists in some form in every US jurisdiction.
employment-at-will doctrine
Although conduct alone can be sufficient basis for formation of the agency relationship in most states, a minority of states have a statutory _______ that sets out agency formalities.
equal dignity rule
Tom has been injured on the job, so his employer hires Harry to fill in for him. The agreement with Harry is that he will work until Tom is ready to return. When Tom is indeed ready to return, Harry's position is terminated by an express act defined as ________.
expiration
One major exception to the employment-at-will rule is when an employee has a(n) _______ contract intended to relationship intended to displace the employment-at-will rule.
express
The employment-at-will doctrine does not apply in cases where the employee has an _______ contract.
express; implied
The first exception to successor liability applies to situations where buyer, either by _______ or _______ agreement, assumes the liabilities of the seller.
express; implied
If an agency relationship is created _______ by the parties, then the duties of the agent are defined by the principal.
expressly
Good faith is defined in the UCC as "honesty in _______ in the conduct or transaction concerned"
fact
True or false: Employers are required to establish retirement plans for their employees, especially for the high-quality employees.
false
True or false: In order for a principal to be in control of an agency relationship, there must be total and continuous supervision of the agent's performance.
false (reason: the control need not be total or continuous and need not extend to the way the agent performs, but there must be some sense that the principal is defining the tasks and objectives of the agency relationship.)
Children in _______ and _______ are not subject to FLSA restrictions, as long as appropriate educational standards to be met through the use of tutors and homeschooling.
family agricultural jobs; child actors
The False Claims Act is a ________ statute that contains an anti-retaliation provision that protects employees who disclose that their firm has committed fraud in dealing with contracts with the federal government.
federal
Agency is described as a __________ relationship that results when a principal manifests consent to an agent to act on the principal's behalf subject to the principal's control.
fiduciary
Agency is described as a(n) _______ relationship that results when a principal manifests _______ to an agent to act on the principal's behalf subject to the principal's control.
fiduciary; consent
In general, members of the board of directors have a(n) _______ relationship to the shareholders of the corporation, to always act in the best interests of the corporation regardless of _______.
fiduciary; personal interests
Generally, the parties in an agency relationship will have agreed to a(n) _______ for the representation.
fixed term
The fourth exception to the successor liability doctrine occurs when there has been a(n) _______ transaction used to evade liability for debts.
fraudulent
The False Claims Act provides the government with powerful tools to combat ______.
fraudulent practices; frivolous lawsuits
A _______ is an exception to the doctrine of respondeat superior because the conduct occurs when an agent, during a normal workday, does something purely for her own reasons that are unrelated to employment.
frolic
If the employees conduct is a small-scale deviation that is normally expected in the workday, it is not considered a ______ but rather a simple _____ which are within the ambit of respondeat superior.
frolic; detour
In the absence of an agreement, the UCC provides that the buyer must make _______ at the time and place that she has _______ the goods.
full payment; received
When the third party entering into the contract is aware of the principal's identity and knows that the agent is acting on behalf of the principal in the transaction, then the agency relationship is a/an _________.
fully disclosed
A(n) ________ occurs when a third party enters into a contract and is aware of the principal's identity, and knows that the agent is acting on behalf of the principal in the transaction.
fully disclosed agency
An agent's liability to third parties in a contract hinges on whether the agency relationship is: _______.
fully disclosed; partially disclosed; undisclosed
A bar would be _______ for the intentional torts of its bouncer because he serves the principal and is acting within the scope of employment.
generally liable
Suppose on April 1 Tom contracts with Joe to deliver 100 widgets at $10 per unit to be delivered no later than May 1. Suppose Tom delivers the 100 widgets on April 25, but Joe rejects the goods as nonconforming and notifies Joe. What options does Tom have at this point?
give notice of intent to cure; tender conforming goods on or before May 1
Under the doctrine of tender of delivery, the UCC obligates the seller to: (1) _______, (2) _______, and (3) _______.
give the buyer appropriate notice; allow the buyer to take delivery; tender the goods
If the time for the seller's performance has not expired, the seller may cure by (1) ______ and (2) ______.
giving notice of her intent to cure; tendering conforming goods to replace rejected goods
Many courts have adopted the _______ rule whereby employers are generally not vicariously liable for tortious acts committed by employees while on their way to and from work.
going-and-coming
Typically, an employment contract will provide that employers may terminate the employee only for "_______," such as committing a criminal act in the course of her employment.
good cause
Typically, an employment contract will provide that employers may terminate the employee only for:
good cause
In the Sons of Thunder v. Borden case, the court held that a buyer breached the duty of _______ by willfully trying to circumvent its contractual obligations to a seller that made a significant investment to carry out its obligations.
good faith
The covenant of _________ and fair dealing, adopted by a minority of states, represents a significantly different approach to the traditional notions of an employment-at-will relationship.
good faith
_______ is defined in the UCC as "honesty" in fact in the conduct or transaction
good faith
In every commercial transaction, the UCC has a good faith provision that imposes duties of ______ and _________ the bedrock of any sales contract.
good faith; commercial reasonableness
The covenant of _______ and _______ represents a significantly different approach to employment-at-will relationships.
good faith; fair dealing
In McQueary v. The Pennsylvania State University, Pa. Ct. of Common Pleas, No. 2012-1804 (2016), what proceeding led up to McQueary being fired?
grand jury testimony
An agent who acts on behalf of a principal without receiving any compensation is called a(n)_______.
gratuitous agent
Generally, the rights and duties of _______ agents are the same as those of _______ agents except that the duty of care is not as great.
gratuitous; paid
Union contracts normally specify the means of arbitrating union _______ against an employer action or practice.
grievances
FMLA affords employees certain protections related to job security including _______ in the same or a similar job.
guaranteed employment
The employment-at-will doctrine does not apply in cases where the employee: _______.
has an express contract; has a common law exception
To trigger protection under workers' compensation laws, the injury must: _______.
have been accidental; have occured within the scope of employment
A dramatic type of acquisition is the so-called _______, when the board of a target company has no prior knowledge of an acquirer's purchase offer.
hostile takeover
A transaction in which the board of a target company has no prior knowledge of an acquirer's purchase offer is called a:
hostile takeover
An employment-at-will relationship may be converted to a(n) ________ contract relationship if the employer acted in a manner that would lead a reasonable person to believe that the employer intended to offer an employee protection from termination without cause.
implied
Authority is _______ when the authority that is reasonably necessary to further the principal's objectives, or based on custom, or past dealings.
implied
Commercial _______ is a ______ doctrine as demonstrated in the Maple Farms v. City School District of Elmira case.
impracticability; narrow
The UCC uses a general reasonableness requirement to govern the delivery process which means the good must be delivered: (1) _______, (2) _______, and (3) _______.
in one shipment; in a reasonable manner; at a reasonable hour
Most states do not require the parties to consent to an agency _______.
in writing; formally
Termination rights in an asset purchase agreement may:
include fees and the payment of damages caused by certain events
A(n) _______ usually works based on a deadline, but she typically chooses their own schedule to achieve that deadline.
independent contractor
An agent classified as a(n) _______ is not considered a(n) _______ and therefore doesn't have the legal protections of minimum wage and overtime compensation laws.
independent contractor; employee
Principals are generally not liable for the negligent acts of __________.
independent contractors
Generally, principals are not liable for the negligent acts of employees unless it involves _______ acts, and the principal has not taken reasonable steps under the ______ doctrine.
inherently dangerous, peculiar risk; inherently dangerous, risk avoidance
The UCC provides that if delivery and billing are done in two or more separate lots for cash flow or other business reasons the parties may do so via the use of a(n) _______ contract.
installment
Generally, employers are not liable for _______ torts committed at work, because the tort is outside the scope of employment.
intentional
Under FMLA, the _______ theory applies when an employee alleges that the employer denied him the right to use FMLA provisions.
interference/entitlement
The Fair Labor Standards Act was originally intended to cover employers engaged in:
interstate commerce only
Independent contractors usually send a(n) _______ on a monthly basis (sometimes longer) for services rendered rather than drawing a weekly or biweekly _______.
invoice; paycheck
In an agency relationship, the parties must the parties must understand the principal _______ of the agency relationship.
is in control
In the case, Paramount v. Q.V.C. Network, the court:
issued an order stopping the Viacom-Paramount merger
A principal may face _______ liability for an agent's tort of negligence, even though the principal has not engaged in any wrongful conduct.
joint-and-several
A principal may face __________ liability for an agent's tort, most commonly the tort of negligence, even though the principal has not engaged in any wrongful conduct.
joint-and-several
Collective bargaining agreements are negotiated by _______ on behalf of a group of employees.
labor unions
Understanding agency law also requires one to be aware of: ____.
legal requirements for creating an agency; liability of a principal for the agent's conduct; duties and obligations of the parties
A special kind of contract that binds the parties to confidentiality and exclusivity obligations during the due diligence phase of a corporate transaction is called a:
letter of intent
A corporate transaction usually begins with a(n) _______ followed by a process of _______ in which the acquirer reviews the financial state of the target company and identifies any potential or actual legal liabilities of the target.
letter of intent; due diligence
Classification of agents is important because of the potential for _______ of the principal for acts of the agent to third parties.
liability
Most states require many professionals to be _______ to perform the work legally, and businesses must comply with these requirements before allowing the worker to engage in certain areas of employment.
licensed
If the goods are to be picked up, the goods must be ________ to allow the buyer to take possession.
made available at a reasonable time
A ____________ of states have a statutory equal dignity rule that sets out formalities for certain principal-agent transactions.
majority
Right-to-work laws:
make it illegal for employers to agree with unions that union membership be required for continuing employment
The objective of OSHA is to make the workplace as safe as possible for workers, including _______.
mandating warnings for hazardous work; setting national standards
The nonagent employee relationship is sometimes referred to as the:
master-servant relationship
The nonagent employee relationship is sometimes referred to as the ______ relationship in order to distinguish it from a(n) _______ agent relationship.
master-servant; employer-employee
___________ have a greater duty to act in a commercially reasonable manner.
merchants
______ have the duty to act in a(n) _______ manner by observing industry standards and practices that may be unique to a particular industry or field.
merchants; commercially reasonable
The third exception to the successor liability doctrine is the _______ exception, which applies when their is common ownership between the buyer and seller.
mere continuation
A(n) _______ occurs when two or more companies combine to form a new entity altogether, and neither of the previous companies remains in existence.
merger
After due diligence is completed, the parties may proceed to draw up a definitive agreement, known as a(n) _______, _______, or _______, depending on the structure of the transaction.
merger agreement; share purchase agreement; asset purchase agreement
After intense discussions, the CEO of Rollins Corporation and the COO of Smith Inc. decide join together in the best interests of both companies. This is called:
merger of equals
The Employee Retirement Income Security Act establishes rules regarding each of the following except:
minimum interest rate returns on investments by pension and retirement savings plans
The FLSA's primary provisions mandate (1) _______, (2) _______, (3) and _______.
minimum wage; overtime pay; restrictions on child labor
The FLSA establishes a(n) _______ wage, currently $_______ per hour, to be paid to every employee covered under the Act.
minimum; $7.25
Suppose the UCC governs the transaction between Sam Seller and Bob Buyer, and Bob orders 1,000 widgets from Sam. If the widgets are acceptable when delivered, Bob _______.
must make full payment for the goods
A principal may terminate the agreement but the termination still may be unlawful because the law did not give the principal the right to end the agreement before _______.
mutual performance; creation of the agency
Commercial impracticability is a ________ doctrine.
narrow
A majority of states recognize that employers are liable under the tort of "_______" when the employer had reason to know that the employee might cause intentional harm within the scope of employment. (Choose two correct answers)
negligent hiring
All computer use ordinarily is subject to employer monitoring, including the employer has the right to do all of the following except:
never limit the amount of time an employee may spend at a specific website
If Sammy Seller has shipped _______ parts to to Megan Manufacturer and Megan accepts them, the UCC allows Megan to revoke her acceptance only if the _______ the value of the goods.
nonconforming; nonconformity substantially impairs
Suppose Sam Seller ships 100 widgets to Bob Buyer. Under the UCC, after inspection of the goods, Bob may: (1)_______, or (2)________, or (3)_______.
notify Sam of acceptance; notify Sam of rejection; do nothing
Courts apply a(n) _______ standard to determine whether the parties have in fact created an agency relationship.
objective
Usage of trade means:
observing industry standards and practices that may be unique to the particular industry
In a contract for the sale of goods is analyzed based on the parties' course of dealing, the goods must be:
of the same quality as found in past contracts
Under the ECPA, employers are restricted from accessing an employee's _______ or ______ without the employee's consent, unless this is done on company-owned devices in the the ordinary course of business.
office voicemail; personal phone calls
Overtime compensation is calculated by multiplying the hourly base rate of the employee times _______.
one and one-half
The FUTA established a state-administered fund to provide payments to workers who have suffered and is paid by which of the following?
only the employer
The NLRA provides general protections for the rights of workers to _______, engage in _______ bargaining, and use economic weapons (such as a _______)in the collective bargaining process.
organize; collective; strike
The FSLA outlaws the once-common practice of sending school-age children to work instead of to school by imposing restrictions on hiring workers _______.
over 12 years of age
If the third party knows that the agent is representing a principal but does not know the actual identity of the principal the agency relationship is a/an _______ agency.
partially disclosed
If a third party knows an agent is representing a principal but does not know the actual identity of the principal, the agency relationship is a(n) _______.
partially disclosed agency
An agency transaction ends when the agency is terminated by the __________.
parties
Both industry standards and how the parties have performed in past dealings play an important role in determining the:
parties' obligations and rights
Course of dealings involves _________ which provides a reference point for what the parties reasonably expected in terms of performance on a new contract.
past dealings
If Sammy Seller shipped goods to Megan Manufacturer, Megan's acceptance of the nonconforming goods triggers her obligation to _______.
pay for the nonconforming goods
If an employer offers retirement benefits, they are typically offered in the form of a(n) _______ or a(n) _______ plan.
pension; 401(k)
Under the UCC, the _______ rule requires the seller to deliver the goods in a manner that matches the contract terms in every respect.
perfect tender
The legal _______ of termination is not synonymous with the legal _______ of termination.
power; right
Agency is a legal relationship in which the parties agree that one party will act as an agent for another party, called a(n) __________.
principal
To create an agency relationship, a(n) _______ first must manifest some offer to form an agency.
principal
An agency transaction involves one party (the _______) hiring another party (the _______) to transact business on behalf of (or perform a task for) the hiring party. In a business context, this relationship is crucial because business owners and managers depend on agents to carry out the daily operations of a business.
principal; agent
In all agency relationships, the _______ authorizes the _______ to provide services or accomplish some task on behalf of the principal and under the principal's charge.
principal; agent
One of the reasons agency is such a useful legal concept is because it allows businesses as ___________ to grow and transfer authority to agents within the organization's chain of command.
principals
Under the NLRA, certain occupations such as air traffic control or law enforcement may be restricted from striking if allowing a strike would significantly jeopardize _______ or _______.
public health; safety
In the Bammert v. Don's Super Valu case, the court refused to apply the _______ exception when the wife of a police officer alleged retaliation after her husband arrested her employer's wife.
public policy
The _______ exception displaces the employment-at-will rule that allows employers to terminate an employee for certain reasons contrary to established policy.
public policy
The _______ exception is a narrowly applied common law rule that places the public welfare ahead of the rights of an employer.
public policy
The most widely used exception that displaces the employment-at-will rule recognizes that allowing employers to terminate an employee for certain reasons may contradict _________.
public policy
Identify the three common law exceptions to the employment-at-will doctrine: _______.
public policy exception; implied contract protection; covenant of good faith and fair dealing
Parties who suffer _______ losses as a result of another's negligence may only recover if those losses were a result of injury to person or property.
purely economic
Antidiscrimination statutes prohibit employment termination based on certain discriminatory motivations such as _______ or _______.
race; gender
An agent can obtain retroactive (after-the-fact) power to bind a principal through _______.
ratification
An employment-at-will relationship may be converted to a contract relationship if the employer acted in a manner that would lead a ________ person to believe that the employer intended to offer an employee protection from termination without cause.
reasonable
Suppose Sam Seller ships 100 widgets to Bob Buyer. Unless the parties have agreed otherwise, under the UCC Bob has a(n) _______ time period to _______ the goods to be sure they conform to the contract.
reasonable; inspect
The False Claims Act allows the reporting party to file a lawsuit against the organization that is accused of the fraud and to ________.
receive a portion of any monetary recovery
If an employer acts with _______ for the safety of its employees, the injured employee may bypass the workers' compensation system and sue the employer for a full recovery including _______ damages.
reckless disregard; punitive
The federal LMRDA does three things: _______.
regulates the internal operating procedures of a union; requires extensive financial disclosures by unions; gives NLRB additional oversight over internal union governance
Suppose Tom ships Joe 1,000 widgets in 10 boxes, 100 widgets each box. When the delivery truck arrives, three of the boxes are very damaged. If Joe wants to accept at least the 7 boxes, what are his rights?
reject the entire shipment; accept all the boxes as is; accept 7 boxes and reject the rest
When the agent initiates the termination, it is known as:
renunciation
If the seller has delivered goods and the buyer rejects them under the perfect tender rule, the seller has the right to: _______ or _______ the rejected goods as long as the time period for performance has not expired.
repair; replace
Congress enacted the Labor-Management Reporting and Disclosure Act of 1959, which established a system of _______ and _______ intended to uncover and prevent fraud and corruption among union officials.
reporting; checks
Liability for principals based on agents who are classified as employees is derived from the doctrine of _______.
respondeat superior
The doctrine of ________ does not apply if the employee's negligent misconduct results in harm only to reputation, or a purely economic loss.
respondeat superior
The doctrine of _______ is limited by a requirement that in order for a principal (employer) to be liable for the employee's tort, the act must have occurred within the employee's _______.
respondeat superior; scope of employment
Employers may not terminate an employee as _______ for reporting the employer to the authorities.
retaliation
Under FMLA, the _______ theory applies when an employee alleges that the employer terminated her based on an FMLA claim made by the employee.
retaliation/discrimination
A(n) _______ occurs when a smaller firm acquires control of a larger or longer-established company and retains the name of the latter for the post-acquisition combined entity.
reverse takeover
In Riley v. Standard Oil Co. of New York, 231 N.Y. 301 (N.Y. 1921), the high court:
reversed the appellate court and ordered for a new trial
In Avanti Press v. Employment Department Tax Section, 274 P. 3d 190 (Or. Ct. App. 2012), the Oregon Court of Appeals:
reversed the findings of the ALJ and ruled in favor of Avanti
Termination by the principal is known as:
revocation
In agency relationship, termination by the principal is called _______, and termination by the agent is called _______.
revocation; renunciation
The Labor Management Relations Act of 1947 authorizes states to enact _______ laws, which make it illegal for employers to agree with unions that _______ is required for continued employment.
right-to-work; union membership
In McQueary v. The Pennsylvania State University, Pa. Ct. of Common Pleas, No. 2012-1804 (2016), the court
ruled in favor of McQueary
The doctrine of respondeat superior is limited by a requirement that in order for a principal (employer) to be liable for the employee's tort, the act must have occured within the employee's employment.
scope of
The _______ rule is an attempt to place some limits on a principal's liability for the acts of its agent.
scope of employment
When an employee is commuting to or from work, the employer is shielded from liability because employees are said to be outside of the _______ during their daily commute.
scope of employment
The seller may have a right to cure after the time for performance has passed, but she must ________.
seasonably notify the buyer of her intent to cure
Who would most likely not be a key employee?
security guard
Employers may terminate whistleblower employees if they can show the termination was based on reasons _______ the whistleblowing.
separate and independent of
The employment-at-will doctrine does not apply cases where (1) the employee has an express contract, (2) courts have fashioned a common law exception that protects the employee, or (3) ___________.
some specific statutory protection against job termination
A(n) _______ transaction carries all the legal liabilities accrued by that business over its past and all of the risks that company faces in its commercial environment.
stock purchase
In a(n) ________, a buyer buys the shares but does not control the target company being purchased.
stock purchase
The Board of Layne Corporation recently stated that under no circumstances would it allow Gwen Corporation to take-over its corporation. The problem is that the Board only owns five percent of the shares. Therefore, Gwen Corporation contracts all of the other shareholders and offers to purchase their shares of stock. What is this process called?
stock purchase
Corporate acquisitions can be characterized for legal purposes as either _______ or _______.
stock purchases; asset purchases
The NLRA specifically provides that union employees can commence a(n) _______ to induce the employer to concede certain contract terms during _______.
strike; collective bargaining
_________ have the right to engage in picketing at the employer's facilities, although there is no right to picket at the actual property site owned by the company.
strikes
Courts apply the _______ analysis to determine the classification of an agent.
substance over form
A CEO could be referred to as a/an ________ agent.
superior
C-level executives may be _______ agents if they _______ employees within their departments.
superior, hire and oversee; subordinate, hire and oversee
A CEO is referred to as a(n) _______ agent, and the C-level executives are _______ agents.
superior; subordinate
In what court was the following case decided in: Jasper v. H. Nizam, Inc., 764 N.W.2d 751 (Iowa 2009)?
supreme
The seller has a duty under the UCC to __________ the goods to the buyer.
tender; perfectly
_______ (which ends the agency) of an agency is important because it affects the principal's duties and obligations to the agent and to third parties
termination
Fundamentally, the agency transaction involves creation of agency, performance of obligations and duties, and:
termination of agency
NLRA regulations prohibit employers from using threats of _______ or ______ in exchange for a nonunion vote.
termination or demotion; using incentives
Agency law generally exists on the state statutory level and is based on:
the Restatement (Third) of Agency
In an undisclosed agency, who is liable to a third party for the obligations under a contract?
the agent
An agency relationship is terminated automatically by law if any of the following occurs: _______
the agent dies; the principal files for bankruptcy
The board of Zen Corporation was close to insolvency when Alpha Inc. approached the board wanting to merge. The merger could have potentially saved Zen from insolvency. However, the members of board of Zen despised the board members of Alpha as Alpha recently defeated them in a company softball tournament. Therefore, there were a lot of hard feelings and the board of Zen refused to even talk with Alpha Inc. Zen slid closer to insolvency but Zen would not budge. All of the following statements are true except:
the board has a right of self-interest and preservation to understand that if two boards cannot work together it will have negative effects on the corporation when considering a merger or acquisition
In the case, Unitrin v. American General Corp., the court determined:
the board's actions were reasonable and proportionate responses to the potential takeover
According to the case, Paramount v. Q.V.C., the "enchanted scrutiny test" requires the court to evaluate if:
the decision-making process was adequate and the directors' actions in light of the circumstances wad reasonable
An injured worker is not entitled to workers' compensation if the injury was intentionally self-inflicted or resulted from certain behavior except:
the employee's track record of attendance
Absent specific agreements between the parties, the reasonableness requirement of the UCC governing delivery of goods requires each of the following except:
the goods must be delivered on a weekday
Under the perfect tender rule:
the goods must match the contract terms in every respect
If the court determines that a de facto merger occurred, ________.
the merged company will still incur the pre existing debts and liabilities
Suppose Marvin Manufacturer ships 1,500 widgets to Sally Supplier via an installment contract. After arrival of the widgets, if Sally discovers the widgets in this installment are nonconforming, she has the right under the UCC to reject the entire installment if _______, and _______.
the nonconformity cannot be cured; the nonconformity substantially impairs the value of the entire installment
In a fully disclosed agency relationship, who is liable to a third party?
the principal
An agency relationship is terminated by expiration in all of the following situations except when:
the principal dies
In Car Transportation Brokerage Company v. Blue Bird Body Co., the court held in favor of:
the seller
The right to cure may exist after the time period for performance has come due, if ________.
the seller believes the nonconforming goods will be acceptable
The right to cure may exist after the time period for performance has come due, if _____________.
the seller believes the nonconforming goods will be acceptable
The buyer's primary obligation is triggered when:
the seller tenders the delivery
If an employee was fired because a supervisor acted maliciously, the employee may have a claim against the employer for ________.
the tort of wrongful termination
All of the following statements about a hostile takeover are true except:
there must be some preexisting animosity between the competing boards
__________ states and the District of Columbia have created statutes that provide an incentive to report fraud involving state-funded programs.
thirty
Agents are classified into one of __________ broad categories.
three
Statutes that set out the ABC factors typically create a presumption that the agent is an employee unless _________ tests are satisfied.
three
If the seller has shipped conforming goods as agreed, the buyer has the duty to accept the and become the owner of the goods in accordance with concepts of __________.
title
If Megan Manufacturer has provided perfect tender to the buyer Rachel Retailer, Rachel's obligation is _______ Megan subject to Rachel's right to inspect.
to pay
When an employee is using an employer's computer system, the employer has the right to: _______.
track websites; count keystrokes and mouse clicks; block specific internet sites
True or false: A principal who fails to properly notify third parties may continue to be liable for acts of an agent despite the termination.
true
True or false: Even though FLSA sets a minimum wage of $7.25 per hour, states are permitted to set a higher minimum wage level for employees working within their jurisdiction.
true
True or false: Generally, both the principal and the agent have the power to dissolve the agency at any time.
true
True or false: The general rule is that a company that acquires a seller's assets is not responsible for the seller's liabilities simply due to the ownership of those assets.
true
In a(n) _________ a third party is completely unaware of an agency relationship and believes that the agent is acting on her own behalf when contracting.
undisclosed agency
Misconduct during a union campaign constitutes a(n) _______ and may result in setting aside the election and other enforcement actions.
unfair labor practice
If an election is certified, the employer must then recognize the _______ as the exclusive bargaining representative of the workers.
union
Tom manufactures widgets that conform to NASCAR specifications for widgets. If Joe buys 1,000 of Tom's widgets his contractual expectations would be based on ________.
usage of trade
________ refers to any general practice of method of performance that is specific to a particular trade or industry.
usage of trade
___________ refers to any general practice or method of performance that is specific to a particular trade or industry.
usage of trade
Employers use elaborate employee-monitoring measures to primarily limit their risk of _______ in areas such as defamation and employment discrimination.
vicarious liability
Under the doctrine of respondeat superior, employers are _______ liable for the negligent acts of employee agents.
vicariously
Which of the following statements about a stock purchase is correct?
when one purchases a controlling share of stocks in a corporation, all of the debts and liabilities that were incurred in the past carries over in the purchase
In order to determine if a de facto merger occurred the courts will consider all of the following factors except:
whether the reasonable person would have determined that a merger occured
A __________ is a person who reports illegal conduct committed by employees, directors, and executives of a company.
whistleblower
A(n) _______ is an employee who reports an employer's unlawful conduct or a statutory violation to the authorities.
whistleblower
Generally, _______ are protected when they report the violation of a law or standard by their employer to the authorities.
whistleblower employees
One of the most important statutes against employer termination is statutory protection for _______.
whistleblowers
States that recognize good faith and fair dealing protect employees from job termination (1) _______ or (2) _______.
without just cause; malicious intent; bad faith
The Federal Unemployment Tax Act of 1935 was enacted to provide limited assistance to:
workers who had been temporarily or permanently terminated from their employment through no fault of their own.
Which of the following is not covered under the Fair Labor Standards Act?
working conditions
If Big Box Inc has three stores in San Antonio, Texas with 20 employees at each location and the stores are less than 10 miles from each other, Big Box _______ to offer FMLA to its employees.
would be required
