BLAW MIDTERM

Under the "partial performance" exception to the UCC, an oral contract for goods worth more than $500 is enforceable if the goods are designed to partially perform a specific function. True False

False

Usually, indorsements are qualified indorsements. False True

False

When a security is exempt from the registration requirements, its offering is also exempt from the provisions of the Securities Act of 1933.​ True False

False

he initial board of directors of a corporation is normally elected at the first annual shareholders' meeting by a majority vote of the shareholders. False True

False

Ellen and Fred work on the loading dock for Grange Storage. Ellen, who has a disability, requests a transfer, which would represent an accommodation for her disability. But when an opening occurs, Grange transfers Fred on the basis of seniority. In Ellen's suit against Grange for discrimination, most likely

Fred's seniority is a good defense.

Lena is a salesperson for Musical Instruments, Inc. She tells Nayda, a customer, that an instrument has a certain quality when, as Lena knows, it does not. In reliance, Nayda buys the instrument. Liable for this misrepresentation is

Lena

Emma is one of three partners in Fast Work, a commercial janitorial service. With respect to her interest in the firm, when she dies, her heirs are most likely entitled to

a. ​the buyout price paid by the firm for the interest.

Spicy Sauces, Inc., and Tom's Bottling Plant have a manufacturing franchise arrangement. This involves the transfer of

a. ​the formula to make a certain product.

On a certificate of deposit, the bank is the maker and the depositor is the payee. False True

True

The articles of incorporation can exclude or limit shareholders' voting rights. True False

True

The doctrine of commercial impracticability only extends to problems that are unforeseen.​ True False

True

The equal dignity rule requires that if a contract entered into by an agent is or must be in writing, the agent's authority must also be in writing. True False

True

Visible evidence that a signature on a check was forged will disqualify a purchaser from HDC status. True False

True

Solar Panels Corporation requires its employees to have a high school diploma, claiming a connection between a high school education and job performance. In a suit against Solar under Title VII of the Civil Rights Act, this is shown to have a discriminatory effect. Solar has

a business necessity defense

Noah transfers an instrument to Olivia in a form and by a means that makes Olivia a "holder." This is​

a negotiation

Ida and Jay are the shareholders and the directors of Keystone Property Management Inc. Lily and Mike are Keystone officers. The responsibility for the overall management of this firm rests with

a. ​Ida and Jay, as the directors.

Refined Mills orders "Grade A" oats from Sweet Valley Farm to grind and sell to Town Co-op Grocery. Sweet Valley ships "Grade B" grain, which Refined Mills accepts. To recover damages for the nonconformity, Refined Mills must give notice of the breach within a reasonable time to

a. ​Sweet Valley.

Rob owns Solar Panels Corporation. He uses Solarl's funds to pay his personal expenses, creates Thermal Power Inc. to engage in the same business as Solar, transfers Solar's assets to Thermal, and petitions Solar into bankruptcy. This most likely warrants

a. ​a pierce of the corporate veil.

Beachware, Inc., wants to issue stock of $4 million in a single offering. The corporation must provide disclosure documents that generally are the same as those used in registered offerings to​

a. ​any unaccredited investors.

Gwen signs a check payable to Hart and gives it to him. Hart indorses the back, and transfers the check to Ingrid. To negotiate the check to Jaime, Ingrid must​

a. ​deliver the check to Jaime.

Pavers Inc. contracts to buy some heavy equipment from Earthmovers, Inc. Before either party performs, Earthmovers sells its assets to Excavation Corporation. On learning of the sale, Pavers is concerned about its contract with Earthmovers. Pavers should

a. ​demand assurances of performance from the seller.

Start-Ups, LLC, is a limited liability company without a written operating agreement. Among the members, a dispute arises concerning the division of profits. Under most LLC statutes, the profits will be

a. ​divided equally among the members.

Curtis is an employee of Deepwater Drilling, Inc., covered by federal overtime provisions, which apply only after an employee has worked more than​

a. ​forty hours in a week.

A sole proprietor pays personal and business income taxes on the business's profits.​ True False

False

Discharge in bankruptcy is no defense on any instrument regardless of the status of the holder. True False

False

In many states, an operating agreement is required for a limited liability company to exist. True False

False

Most states apply to a limited liability company (LLC) formed in another state the law of the state where the LLC currently does business.​ True False

False

Once a plaintiff succeeds in proving discrimination, the burden shifts to the employer to justify the discriminatory practice. True False

False

Securities can be sold before the effective date of the registration statement without restrictions .​ True False

False

The dishonor of an instrument relieves secondary parties of liability. False True

False

Avril receives a payroll check from Business Solutions, Inc., and indorses it by signing her name on the back of the check. This is​

blank indorsement.

Daryl, Elsa, and Ferris are the directors of Go Apps, Inc. Go also has four officers and fourteen shareholders. Dividends can be ordered by the firm's

board

Scienter is not required to impose criminal sanctions under Section 10(b) of the Securities Exchange Act of 1934 and SEC Rule 10b-5.​

false

State employers are not immune from private suits brought by employees under the Age Discrimination in Employment Act.

false

The Securities Exchange Act of 1934 applies to all cases involving the trading of securities, except in private transactions.​

false

The Securities and Exchange Commission has implemented no new regulations since the Securities Exchange Act.​ True False

false

The UCC imposes special business standards on casual and inexperienced sellers and buyers.

false

The good faith requirement applies to both the holder and the transferor.

false

The laws governing franchising are primarily designed to protect franchisors from dishonest franchisees.

false

The members of a limited liability company have unlimited liability for any loss or injury caused by the wrongful acts or omissions of the firm.

false

U.S. employers face penalties if they hire undocumented immigrants, but the penalties are not serious.

false

Under the UCC, a seller's tender of goods that do not conform in every way to a contract is still a valid tender.

false

Under the UCC, there are no exceptions to the perfect tender rule.

false

With respect to negotiability, a mere reference to another writing or record makes a promise conditional.

false

​Misrepresenting or omitting facts from a registration statement or prospectus is known as puffery and does not violate the Securities Act of 1933.

false

Teresa buys a franchise from Urgent Medical Clinics, LLC. If their agreement is like most franchise agreements, it will specify that Urgent Medical can terminate the franchise

for cause only

Dollars & Sense, Inc., is incorporated in the state of New Jersey and is doing business in the state of New York. In New York, Dollars & Sense is properly referred to as

foreign corp

Quince owns a used-car lot where Ray works as a salesperson. Quince tells Ron not to make any warranties for the cars. To make a sale to Sylvia, however, Ron adds a 50,000-mile warranty. Later, Sylvia sues Quince for breach of warranty. Quince's right to hold Ron liable for any damages Quince has to pay Sylvia is the right of

indemnification

Trans-Pacific Company and USA Export, Inc., form a business organization to engage in importing and exporting. Its property is held in the names of the members and its shareholders have personal liability. This organization is

joint stock company

nstead of setting up a business to market her own products, Rita considers entering into a distributorship franchise with Sports Equipment Corporation. This involves the transfer of

license

Data Analytics, LLC, is a limited liability company. Unless the articles of organization specify otherwise, it will most likely be assumed that the firm is

member-managed

Bart, the owner of Clear Cut Corporation, signs an instrument that includes the phrase "payment for this note will be made from the proceeds of next year's timber sale." This instrument is

negotiable

Eden signs a promissory note payable to the order of First Mortgage Company. The note states that it is payable "with interest at the legal rate." This note is​

negotiable

On May 1, Mia signs a check that is payable to the order of Nicole and that is dated July 1. This check is non-negotiable or negotiable.

negotiable

Orin hires Pat, a real estate broker, to sell her oceanfront house. The house is destroyed in a hurricane before being sold. Pat is Orin's agent​

no more

Personnel Company draws a check payable to Felix. Felix indorses the back and negotiates the check to Guaranty Bank. Primarily liable on the check is​

none of the choices

Lew is a director of Mines, Inc. Using information that is not available to the public, he makes a profit trading in Mines securities. Lew is most likely liable for breach of

the duty of loyalty.

Harley signs a check payable to Pro Accountants, P.C., and gives it to Pro, leaving the amount blank but authorizing the firm to fill in the check for $10,000. Pro fills in $15,000 and negotiates the check to Valley Bank, to whom Pro owes $15,000. Valley Bank, an HDC, can enforce the check for

$15,000

Most states do not allow directors to participate in board of directors' meetings from remote locations.

false

Chuck is the maker of a $200,000 promissory note payable to Investors Corporation. Investors indorses the note to Equity Lenders, which in turn indorses it to Select Holdings LLC, which then indorses it to Global Bank, the present holder. Refer to Fact Pattern 17-1. Suppose that Select Holdings pays Global Bank on the note. With timely notice to the proper parties, Select Holdings may then collect payment on the note from

Chuck, Investors, or Equity Lenders.

A ccording to the UCC, one open term will cause a sales contract to fail for indefiniteness.​

FALSE

A corporation does not have perpetual existence in most states unless the articles of incorporation state otherwise. False True

False

Dividends can be paid in the stock of corporations other than the corporation that is paying the dividends.

TRUE

The completion of an originally incomplete instrument in an unauthorized manner is not a defense against payment on the instrument to an HDC.

TRUE

Craig applies for a job at Dispatch Transportation, Inc., for which he is well qualified. He passes a test to determine which applicants are eligible for hiring, but the employer discards the results, and Craig is rejected. Dispatch continues to seek applicants.

a. ​the practice in question was justified.

Lenny works for Mechanical Engineers, P.A. While working on a Mechanical Engineers project, Lenny is injured. Under state workers' compensation laws, Lenny will be compensated only if his injury was​

accidental

Gary buys from Hook, Line & Sinker Corporation the exclusive right to sell its trademarked fishing gear in a certain area. Their franchise agreement requires Gary to pay certain administrative expenses. Their agreement may also require the franchisee to pay a percentage of the franchisor's

advertising costs

Colin, Debby, and Erin agree to be partners in Fajita Pizza, splitting the profits equally. Colin contributes 65 percent of the capital. When Fajita Pizza is dissolved, its liabilities are greater than its assets. The losses are paid by

all of the partners in proportion to their shares of the profits.

Jill, in good faith and for value, gets from Kiley a negotiable bearer instrument. Jill does not know that Kiley stole the instrument. Jill is​

an HDC

Ingmar asks Jessie to contract with Jessie's high school classmates to babysit Ingmar's new baby. Jessie orally agrees to do so. This is​

an agency by agreement

Fact Pattern 9-2 Faye works as an administrator and receptionist for Garage Door Store. The store withholds federal taxes from Faye's pay, and controls the methods and details of the performance of her work. Faye is not authorized to modify the prices or other terms of a sale at the store. Homer installs Garage Door products at the buyers' locations. Refer to Fact Pattern 9-2. At the shop, Faye is

an employee and agent

Rita and Salvatore do business as Tech Fixers, a partnership. In most states, for the purposes of collecting judgments and having accounting performed, this firm would be treated as

an entity

Faye works as an administrator and receptionist for Garage Door Store. The store withholds federal taxes from Faye's pay, and controls the methods and details of the performance of her work. Faye is not authorized to modify the prices or other terms of a sale at the store. Homer installs Garage Door products at the buyers' locations. Refer to Fact Pattern 9-2. Garage Door hires Janitorial Service Company to clean the store. Garage Door gives Janitorial Service instructions as to what needs to be cleaned and when. With respect to Garage Door, Janitorial Service is

an independent contractor

Erin draws a check payable to "Foodland" to buy groceries.

an order to pay

Len makes a gift of a check to Millie who takes it in good faith and without notice of any claim, defense, or defect. With respect to this check, Millie is

an ordinary holder

Donald approves on behalf of Evelyn—but without authorization—a contract with Farouk to build a new silo. Evelyn does not ratify the contract. The deal with Farouk is​

an unaccepted offer

Orly's Adventure Travel and Paquito's Wild River Tours form a joint venture. Orly can participate in the venture's management to

any extent

Vida is a purchasing agent for Wholesome Foods with the authority to buy grain up to a certain quantity. After the grain is bought, the agency relationship terminates

automatically

Resource Industries Inc.'s agent Polly is authorized to draw checks on the company's account in Sterling Bank. The checks are preprinted with the company name. Polly writes a check "pay to the order of Don [signed] Polly." Don presents the check for payment. If the bank dishonors it, liability extends to​

b. ​Resource Industries.

Hollywood Lights, Inc. substantially complies with all conditions precedent to incorporation. Hollywood is most likely

b. ​a de jure corporation.

Home Healthcare, LLC's owners are Inez and Jan. For purposes of entering into contracts, Home Healthcare is

b. ​a legal entity apart from its owners.

Ann is a corporate officer for Blooming Flora, Inc. As a corporate officer, Ann is

b. ​an employee of the firm.

Anna is an employee at Bento Food Mart. Anna is called for jury duty and as a result cannot work her scheduled shift. Bento fires Anna. She successfully sues Bento for reinstatement. With respect to the employment-at-will doctrine, this is​

b. ​an exception based on public policy.

Oren believes that Power Utility Corporation (PUC) has discriminated against him on the basis of race. He files a suit against PUC under the Civil Rights Act. To establish a prima facie case of employment discrimination, Oren must show that

b. ​he is a member of a protected class.

Gwen and Hugo do business as Gwen & Hugo Civil Engineers, a partnership. This firm is governed by the Uniform Partnership Act

b. ​in the absence of an express agreement.

Avis is an officer of Budget Building Corporation. With respect to binding Budget to contracts, Avis's authority​

b. ​may be actual or apparent.

Fleet Delivery Corporation is a public company with a market capitalization of less than $75 million. Fleet is poised to issue securities in a transaction that, under the Securities Act of 1933, is "exempt." This enables Fleet to

b. ​reduce the compliance costs by not requiring an auditor report.

Inez files an employment discrimination suit against Jiffy Delivery Service, Inc., under the Civil Rights Act, based on Jiffy's discharge of Inez. Possible relief includes

b. ​reinstatement.

Fact Pattern 2-1 Jumbo Juice Inc. offers entrepreneurs the opportunity to operate a franchise under the Jumbo Juice trade name as a member of a select group of dealers that engage in retail juice sales. Refer to Fact Pattern 2-1. Before a franchise contract is signed, Jumbo Juice must explain

b. ​the contract's termination provisions.

Global Outfitters Outlet and Holly, a consumer, enter into a contract for a sale of camping gear. If the contract includes a clause that is perceived as grossly unfair to Holly, its enforcement may be challenged under

b. ​the doctrine of unconscionability.

Rico does not work for Street Bikes Company, but wrongfully obtains inside information concerning the firm. Based on the information, Rico buys and sells Street Bikes stock for personal gain. The Securities and Exchange Commission prosecutes Rico, arguing that he is liable because he stole information rightfully belonging to another. This argument is

b. ​the misappropriation theory.

Grain Mills Corporation is required to register its securities under Section 12 of the Securities Exchange Act of 1934. Section 14(a) of the act regulates​

b. ​the solicitation of proxies from the firm's shareholders.

Security Insurance, Inc. has a board of five directors. Security's bylaws do not state any quorum requirements. In most states, a quorum for Security's board meetings would be

b. ​three directors.

Oberon buys a Pro Club Health & Fitness, Inc., franchise, which the franchisor later terminates. In determining whether the termination was proper, a court will generally

balance the rights of both parties

Barry draws a check payable to "Cash" and presents it to Dollars & Sense store for payment. This instrument is

bearer instrument

Fact Pattern 6-1 Don is a shareholder of Energy Renew, Inc. When the directors fail to undertake an action to redress a wrong suffered by the corporation, Don files a suit on the firm's behalf. Refer to Fact Pattern 6-1. Any damages recovered by the suit will normally go to

c. ​Energy Renew.

Bayou Boats, Inc., contracts for the sale of seven swamp boats to Eventide Fishing Tours. Bayou repudiates the contract. Eventide's recovery is measured at the time

c. ​Eventide learned of the breach.

Emily writes and signs a check payable to "Five Star Cinema." George, Five Star's manager, indorses the check "For deposit only." This is​

c. ​a restrictive indorsement.

Trail Bike Corporation is a public company whose shares are traded in the public securities markets. Under the Securities Act of 1933, Trail Bike is required to​

c. ​disclose financial and other information about its securities.

Based on Esteban's conduct, Floyd reasonably believes that Glynis has the authority to act on Esteban's behalf even though Glynis does not have the actual authority to do so. Floyd makes a payment to Glynis for Esteban. Glynis keeps the money and disappears. Esteban​

c. ​may be estopped from denying that Glynis had authority.

Sara believes that she was rejected for a position at Trek Travel Agency on the basis of her race. Sara files a suit against Trek under Title VII of the Civil Rights Act. To establish a prima facie case of employment discrimination, Sara must show all of the following except that

c. ​other persons of her race hold similar positions with similar employers.

Entrepreneur LLC owes Sole Saver Auto Dealership $2,000. Entrepreneur executes a note to Sole Saver as security for the debt. This security

c. ​satisfies the value requirement for HDC status.

Entrepreneur LLC owes Sole Saver Auto Dealership $2,000. Entrepreneur executes a note to Sole Saver as security for the debt. This security​

c. ​satisfies the value requirement for HDC status.

Cloud Computing & Processing Corporation wants to hire Dhani, a noncitizen with special qualifications. To hire Dhani, Cloud Computing must petition​

c. ​the U.S. Department of Labor.

Dairy Goods agrees to sell a certain quantity of ice cream to Event Caterers, but their contract does not specify the address at which the goods are to be delivered. If the parties fail to specify the address before the delivery date

c. ​the seller is excused for any resulting delay.

Dana is a member of Earthground Coffee, LLC, a limited liability company. Dana is liable for Earthground's debts

c. ​to the extent of her investment in the firm.

Mikayla, an agent for Nahir, enters into a contract on Nahir's behalf with Onora that must be in writing to be enforceable under the Statute of Frauds . Mikayla's authority to enter into this contract is not in writing. Under the equal dignity rule, this contract is​

c. ​voidable at Nahir's option.

Cathy buys an exclusive territory in which she is authorized to set up a plant to make Delite Dairy products. After receiving the recipes, Cathy begins making Evie's-brand yogurt and other Delite products. This is

d. ​a manufacturing franchise.

Lucille is married to Marcus. Lucille buys food for their children's lunches and charges the cost to Marcus's account. This is​

d. ​an agency by operation of law.

Frank is an employee of Guitar Makers, LLC. Guitar's employee manual states that workers, such as Frank, will be dismissed only for good cause. With respect to the employment-at-will doctrine, this is​

d. ​an exception based on contract theory.

Fact Pattern 6-1 Don is a shareholder of Energy Renew, Inc. When the directors fail to undertake an action to redress a wrong suffered by the corporation, Don files a suit on the firm's behalf. Refer to Fact Pattern 6-1. Don's suit is a shareholder's

d. ​derivative suit.

Edna is the payee of a bearer instrument—a promissory note in the amount of $10,000. Flem offers to irrigate Edna's ranch next week in exchange for the note. She agrees and delivers the note to Flem. Flem is

d. ​not an HDC, because he did not yet give value for the instrument.

Owen is a registered agent for Pods & Phones, Inc., which incorporated in California. As a registered agent, Owen​

d. ​receives legal documents on behalf of the firm.

Made in the USA Clothing Inc. gives notice to Neely that it is terminating their franchise arrangement. Winding up the business requires

d. ​the return of the franchisor's property.

Like the bylaws of other corporations, the bylaws of Rocks, Paper & Scissors, Inc.,

d. ​were adopted at its first organizational meeting.

Equestrian Stables Corporation's articles list an incorrect address for its incorporator. Under this circumstance, Equestrian Stables is most likely

de jure corp

Burgers & Brews, Inc., files its articles of incorporation with the appropriate government agency. Not likely to appear in the articles is the name of

each shareholder.

A franchisee is not generally legally independent of the franchisor.

false

A franchisor can mandate retail prices for the goods that a franchisee sells.

false

A holder does not take an instrument for value if he or she gives a negotiable instrument as payment.

false

A maker is secondarily liable on an instrument.

false

A partner's devoting time, energy, and skill to partnership business is a compensable service.

false

A person who receives an instrument as a gift automatically possesses the rights of a holder in due course.

false

A promissory note must name a specific payee to be negotiable.​

false

A refusal to pay an instrument constitutes dishonor under any circumstances.

false

A statement in an instrument that payment can be made only out of a particular fund renders it nonnegotiable.

false

A third party can never sue one of the partners of a partnership without suing all members of the partnership.

false

A transfer by assignment can make it possible for a transferee to receive more rights in the instrument than the prior possessor had.

false

An agency relationship is enforceable even if it is created for a purpose that is contrary to public policy.

false

An installment contract is breached if a seller tenders any nonconforming goods.

false

An instrument that promises to pay "in goods" can be negotiable.

false

Goods associated with real estate never fall within the scope of UCC Article 2.

false

In a general partnership, the senior partner manages the partnership.

false

In corporate law, acts of a corporation that are beyond its express or implied powers are de facto acts.

false

In the absence of any specific agreements, the buyer or lessee must make payment after receipt of the goods.

false

Mitigating measures must be considered when determining whether an individual has a disability protected by the Americans with Disabilities Act.

false

Most securities cannot be resold without registration.​

false

Camille signs an instrument in favor of Donald that states it is "subject to a certain agreement between Camille and Enzo." This instrument is

not negotiable, because it is made subject to a separate agreement

Ford is the sole proprietor of Go, a game app subscription service. As a sole proprietor, on the business's profits, Ford pays

only personal income taxes

Quincy draws a check payable to "Replay Stadium" to buy two season tickets to the next year's State College football games. This instrument is

order instrument

Boutique Bodega Corporation would like to change its corporate status to that of an S corporation. To qualify, the shareholders must not be

partnerships

Elegant Carpets, Inc., and Fantastic Floors Stores enter into a contract for a sale of carpeting to be delivered under a shipment contract. This contract requires Elegant Carpets, the seller, to

place the goods into the hands of a carrier.​

Fact Pattern 2-1 Jumbo Juice Inc. offers entrepreneurs the opportunity to operate a franchise under the Jumbo Juice trade name as a member of a select group of dealers that engage in retail juice sales. Refer to Fact Pattern 2-1. To potential investors, Jumbo Juice must provide

projected earnings figures

To borrow the funds to pay tuition at Alpha College, Bea signs an instrument unconditionally promising to pay to "Country Loan Corporation" $7,500 with interest in installments with the final payment due June 1, 2030. Refer to Fact Pattern 15-3. The instrument that Bea signed is most likely

promissory note

Car n' Truck Body & Paint Company orders custom paint from Diverse Hues Inc., but Diverse does not deliver. Car n' Truck will probably be unable to enforce the agreement if the parties omitted

quantity item

Asian Noodle Company contracts to sell 1,000 cases of rice noodles to Bob's Bistros, Inc., but refuses to deliver. Due to a rice shortage, Bob's Bistros cannot obtain the noodles elsewhere. The buyer's right to recover the goods from the seller is the right of

replevin

Corporate business matters are presented at a shareholders' meeting of Hollywood Lights Inc., and other corporations, in the form of

resolutions

Fact Pattern 17-2 Lisa writes a check on her account at Metro Bank to Niklas to pay a debt. Niklas negotiates the check by indorsement to O'Leary, who presents it for payment to Prime Bank. Refer to Fact Pattern 17-2. Niklas is

secondarily liable

Mythic Games Company employs two hundred workers full-time. If Mythic Games plans to have a mass layoff, it must provide its employees with notice of at least​

sixty days

Nina obtains a check payable to her order from Oran. Nina signs the back and gives the check to Patricia. Patricia writes "Pay to Patricia" above Nina's signature. Refer to Fact Pattern 16-1. When Patricia writes "Pay to Patricia" above Nina's signature, Nina's signature becomes

special indorsement

Leon, Michael, Nolan, and O'Neill join together to buy a professional basketball franchise. Their selected form of business organization is an investment group, which is also known as

syndicate

The employees of Beverage Bottling Company designate Cola Cappers Union as their bargaining representative. Beverage refuses to bargain with the union over wages and working conditions. This violates​

the National Labor Relations Act.​

LNG Corporation and Mid-state Utility Company enter a contract for a sale of liquefied natural gas. LNG draws a draft unconditionally ordering Mid-state Utility to pay $50,000 to LNG's order in sixty days. Mid-state Utility signs and dates the draft.

trade acceptance

Any irregularity on the face of an instrument that calls into question its validity will bar HDC status.​

true

Express powers of a corporation can be found in state corporation statutes.

true

If goods in every respect conform to a contract, the buyer or lessee does not have a right to reject the goods. False True

true

If the parties to a contract for a sale of goods have not agreed on a price, a court will determine a reasonable price at the time for delivery.

true

In a limited partnership, a general partner's dissociation from the firm normally will lead to dissolution unless all partners agree to continue the business.

true

Limited legal liability generally is necessary for small businesses that wish to raise outside capital.

true

Race can be a bona fide occupational qualification.

true

State deceptive trade practices acts apply to actions by franchisors.

true

The UCC views the entire "commercial transaction for the sale of and payment for goods" as a single legal occurrence.

true

The principle of good faith applies to both parties to a sales contract.

true

When the principal-agent relationship is not contractual, the agent has no right to specific performance.

true

Guitar Factory Corporation files a registration statement and delivers a prospectus to the appropriate parties. These items are intended to enable the evaluation of certain financial risks by

unsophisticated investors

Fact Pattern 7-1 College Bound, Inc., markets test and study prep materials and courses. College Bound wants to make an initial public offering of securities. The firm believes that it qualifies for an exemption under Regulation A from the full registration requirement of the Securities Act of 1933. Refer to Fact Pattern 7-1. College Bound decides to sell its new securities via the Internet. Most likely, this offering

will avoid high expenses

Nell is considering forms of business organization for Optic Center, a medical eye clinic. An advantage of a limited liability partnership is that, depending on the applicable state statute, partners can avoid personal liability for

​any partnership obligation.

Adam is a shareholder of Bay Boats Inc. with preemptive rights. With these rights, he can

​buy a prorated share of a new issue of stock before other buyers.

Western Rodeo LLC is a limited liability company (LLC). Like other LLCs, for federal jurisdictional purposes, Western Rodeo is most likely a citizen of

​every state of which its members are citizens.

Minerals Ltd. contracts to provide several manufacturers with tin. When a cartel of tin-producing countries suddenly embargoes future shipments of tin to Minerals so that it cannot fulfill its contracts, the distributor

​is excused from the performance of its contracts.

Small Enterprise LLC is sued by its sole employee Tomas, who alleges job discrimination in violation of the Uniformed Services Employment and Reemployment Act. This law applies to employers with at least

​one employee.

Benny files a suit in a federal district court against the state of California, alleging employment discrimination under the Age Discrimination in Employment Act. The state asks the court to dismiss the suit. The court is most likely to rule that

​the state is immune from the suit.