Final Study Guide

Wilson Appliances Inc, is a private, for-profit corporation that (1)was formed for the purpose of manufacturing and distributing a newly patented kitchen appliance (2) is owned by five shareholders (3) is subject to double taxation (4) has made no public offering of its shares. Wilson Appliances is a:

Close corporation

the fact that interest paid is a deductible business expense is an important consideration in what type of corporate financing:

Debt financing

Plowboy Magazine, an agricultural publication, is incorporated in the state of Iowa, but is printed at facilities in Kansas, where it is very popular among the rural population. Int he state of Kansas, Plowboy Inc, is considered a:

Foreign corporation

When a court "pierces the corporate veil", it:

Holds shareholders personally liable for corporate debts

dwayne "the rock" johnson is you neighbor. he asks to borrow your box of slim jim beef jerky treats, and then refuses to give it back. Your best legal option against Mr. Johnson in reclaiming your treats will be:

Suing for conversion of property

Henderson Construction is a limited partnership. Among the partners, a dispute arises that their operating agreement does not cover. the dispute will likely be governed by:

The Revised Uniform Limited Partnership Act (RULPA)

Larry, moe, and curly agree to be partners in Ted Healy tours, a travel agency. Larry contributes 75 of the capital. the partners agree to split the profits equally, but make no provision for how losses will be allocated. when ted healy tours is dissolved, the liabilities are greater than the assets. The losses are paid by:

all of them equally

you look a a box of Wheaties cereal in the grocery store and, to your surprise, see your photo on it. You may probably sue for the tort of:

appropriation

hitting someone in the face is an example of:

battery

seeing a stranger asleep on a park bench, you proceed to draw a harmless mustache on his face without waking him up. you may have just committed:

battery

the last clear chance doctrine applies to what?

contributary negligence

Web Services LLC is a manger-managed limited liability company. under the operating agreement, the firm will be managed by a Chief Executive Officer (CEO). The CEO position may be filled by:

either a member or a nonmember

Assault is a direct, intentional, uninvited physical contact without consent.

false

For the tort of false imprisonment there must be physical restraint of the victim.

false

a false statement of fact appearing in a newspaper that degrades the quality of another's goods or services is an example of slander

false

a limited liability company must be formed and operated in compliance with federal law, which regulates this form of business organization

false

after reviewing a corporation's Articles of Incorporation and its application, the state issues corporate bylaws

false

an alien corporation is chartered in one state but does business in another

false

by law, profits in a partnership must always be shared equally

false

for a battery to exist, the victim must be aware of the harmful or offensive contact at the time it occurs

false

in a limited liability company, members must participate in the management of a company

false

in most states, one of the requirements for a sole proprietorship is that the firm must file a Certificate of Proprietorship with the appropriate state office

false

in order to recover for an intentional tort, an injured person must show only one thing: a negligent act on the part of the defendent

false

the business judgement rule makes a director liable for losses to the corporation in most cases

false

the evidentiary standard for the burden proof in a civil case of negligence is "by a preponderance of the evidence"

false

tying someone down so that they could not escape would constitute civil tort liability for:

false imprisonment

A partner's duty of loyalty is an example of a ______ duty

fiduciary

Donna and Earl are partners in The Law Firm LLP, a limited liability partnership. Donna supervises Earl. Earl negligently fails to appear in court on behalf of Frank, a client. Frank sues Donna and Earl for malpractice. If the principle of proportional liability is applied, Donna will likely be held liable for:

her portion of responsibility for Earl's negligence

Red Mule Pizza is operated as a partnership. for tax purposes, Red Mule Pizza:

is required to file an informational return, but is not a tax-paying entity

limited partners are investors who:

may not participate in the management of the business

kietz and leabo agree over the phone to go into business as partners. The fact that they have not yet reduced their agreement to a writing will:

not affect their status as partners

ACME Toy Company LLC is a limited liability company with three members. Unless indicated otherwise on ACME's federal tax forms, the firm will be taxed as a:

partnership

Thurgood was hit by a car driven by a careless driver but since he had been crossing the street against a red light, the jury found him to be 60 percent at fault for the cause of the accident. The jury awarded him $20,000 for damages. The trial was held in a state that recognizes:

pure comparative negligence

an oral, untrue statement about a business product or service is known as:

slander

proximate cause limits liability to harms...

that are foreseeable and bear a reasonable relationship to a defendant's negligent conduct

The rules that regulate and govern the internal operation of a corporation are known as the:

the Articles of Incorporation

jackie distributes a handbill among her neighbors accusing one of them - Sam - of being a convicted sex offender. The statement is defamatory only if:

the statement is false

A tort is broadly defined as a civil wrong, other than a breach of contract, for which the law provides a remedy.

true

Limited Liability organizations are generally taxed like a partnership, but have the liability rules of a corporation

true

Subchapter S corporations avoid federal income taxes at the corporate level

true

a corporation enjoys most of the same rights and privileges accorded to U.S. citizens

true

a limited partnership includes at least one general partner

true

a partnership may be terminated if a partner withdraws from the partnership

true

a sole proprietorship is automatically dissolved upon the death of the owner

true

each partner in a partnership is an agent of every other partner within the scope of the partnership business

true

in a limited liability limited partnership, the liability of a general partner is limited to the amount of capital they have invested in the partnership

true

landowners owe a duty of care to people who trespass on their property

true

tossing beer cans on to your neighbor's yard results in a trespass to land

true

under the doctrine of negligence per se, a defendant's violation of a statue may create a rebuttable presumption that a breach of the duty of care has occurred

true

Ginger owns Gilligan Enterprises, a sole proprietorship. As a sole proprietor, Ginger's liability is:

unlimited for all obligations that arise