GBUS Exam #2

Responsibilities of Board of Directors

1) Ensure that the corporation is being run in a way that best serves the interests of shareholders. 2) Oversee financial performance 3) Shape organization's strategic direction 4) Hire and evaluate senior executives 5) Maintain engagement with shareholders 6) Fiduciary Duty (care, loyalty, obedience)

Offer (three requirements)

1. Manifestation of intent 2. Definite terms and conditions 3. Communicate the offer

Three elements of a valid contract?

1. Offer and Acceptance: An Agreement 2. Consideration 3. Contractual Capacity 4. Legality 5. Genuine Consent

Types of torts against property owners and their elements

1. Trespass to Land: an unauthorized intrusion by a person or a thing on land belonging to another. 2.Nuisance (Private and Public): Pricate nuisance is an activity that substantially and unreasonably interferes with the use and enjoyment of someone's land. Public nuisance is an unreasonable interference with a right held in common by the general public. 3. Trespass to Personal Property: The intentional and wrongful interference with possession of personal property of another without consent. 4. Conversion: An intentional and unlawful control or appropriation of the personal property of another. 5. Misappropriation: Intellectual property are highly protected by theft of others.

Three types of merchants under UCC Art. II

1. regularly deals in goods of the kind involved in the transaction. 2. by occupation presents himself or herself as having knowledge or skill specialized to the transaction; or, 3. employs an agent or broker who holds himself or herself out as having the requisite knowledge or skill.

Three types of trademarks and their differences

1.Trade dress: Concerns the "look and feel" of products and of service establishments. 2. Certification mark: Is any word, symbol, device, or any combination of these that is used, or intended to be used, in commerce to certify regional or other geographic origin. 3. Collective mark: A trademark or service mark that is used in commerce by members of a cooperative, an association, or other collective group or organization.

The legal relationship that consists of the rights and duties of the agreeing parties growing out of promises is:

A contract

Statute of Frauds

A contract for the sale of good for $500 or more is not enforceable unless it is in writing and signed by the party against whom enforcement is sought.

Quitclaim deed

A conveyance that passes whatever interests the grantor had in the property. Often used in settlements of property conflicts, with one party passing interest to another party.

BATNA

A negotiator's best alternative to a negotiated agreement.

Sole Proprietorship

A person doing business for themself is a sole proprietor but the business organization is called a sole proprietorship. In a sole proprietorship, legally and practically, the owner is the business; capital comes from the owner's own resources or is borrowed with the owner as debtor.

Difference between bilateral and unilateral contracts.

Bilateral: In an employment contract, the employer will pay a certain salary. The employee will perform services in return. When there is an exchange of promises. Unilateral: You tell your neighbor that if she tows a car from your property, you will pay her $200. The act of towing the car is a consideration. When there is an acceptance of a contract by performance.

Consideration

Both parties must provide something of value or limit their liberty. Consideration keeps it from being a gift.

Whether a business should apply for trademarks, patents, or copyrights given a set of facts?

ESSAY

Which of the following is an example of personal property?

Furniture

Which of the following is a contract most likely to fall under UCC Article 2?

GM buys seat belts from Ace to install in new Cadillacs.

The law provides protection to intellectual property owners through which legal action?

Infringement.

Trade Secret

May consist of any formula, pattern, device, or compilation of information which is used in one's business, and which gives him an opportunity to obtain an advantage over competitors who do not know or use it.

Mutual Assent

Mutual assent is a fundamental element of contract law that refers to when all parties to a contract agree to the terms and conditions

Responsibilities that Martha Simms used to advance her career?

NA

Principal

On behalf of the corporation, it sets corporate policy and decides corporate business, such as the sale of assets, entrance into new product lines, major financing decisions, and appointment of corporate officers.

Whether a business should be organized as a sole proprietorship, partnership, limited partnership, llc, or corporation?

Page 274 Chart

Private v. Public nuisance

Private Nuisance: Is an activity that substantially and unreasonably interferes with the use and enjoyment of someone's land. The interference may be physical, such as vibration or the destruction of crops or cause discomfort or a health risk from an excessive noise, dust, or pollution. Public Nuisance: Is an unreasonable interference with a right held in common by the general public. Interference with the public health and welfare.

Quitclaim deed v. warranty deed

Quitclaim Deed: Is a conveyance that passes whatever interests the grantor had in the property. They are often used in settlements of property conflicts, with one party passing interest to another party. Warranty Deed: Promises that the seller is conveying a good, clear title to the property.

Role of Shareholders???

Shareholders elect the board of directors and vote only on matters that change the corporation's structure or existence

In most states, what legislation provides "default rules" that determine the operation of partnerships when the partnership agreement is silent or where there is no formal agreement among the partners?

The Uniform Partnership Act.

Substantial performance

The contract basically has been fulfilled, and payments must be made.

Promissory Estoppel (United Truckload v. Dalton Logistics)

The rationale for the doctrine is that it will avoid an injustice resulting from the promise's reasonable reliance on the promisor's promise.

Fee Simple

The right to exclusive possession of a particular piece of land for an indefinite time, as well as the right to dispose of the property as the owner pleases.

What is often a disadvantage of the sole proprietorship form of doing business?

There are limited alternatives available for raising capital.

Explain the economic loss rule.

This means that when a breach of contract does not include a tort, such as an injury to persons, the damages only relate to economic losses suffered from a breach. Damages are equal to the economic losses suffered, which includes additional costs incurred and loss profits.

Fiduciary Duty

This requires that directors place the interests of the corporation before their own interests. (care, loyalty, obedience)

Which of the following is an example of intangible property?

Trade secrets.

A commercial symbol that a manufacturer prints on its goods so they can be readily identified in the marketplace (like the Nike logo) is a

Trademark.

Differences between trademarks, patents, and copyrights?

Trademarks: Are a commercial symbol, such as a design, logo, phrase, distinctive mark, name, or word- that a manufacturer puts on its goods so they can be readily identified in the market. Patents: Is a grant from the government to an inventor for "the right to exclude others from making, using, offering for sale, or selling" the invention for 20 years after the inventor files a patent application. Copyrights: Are rights of literary property as recognized by law. They are intangible assets that are held by the author or owner for a certain period of time.

Key differences between UCC and Common Law

UCC: A state statute that applies to sales of goods and promotes uniformity of the laws relating to commercial sales of goods. The UCC provides more structure to the measure of damages in commercial settings than under common-law contracts. Common Law: Any change to an offer is a counteroffer that rejects the original offer, contract modification requires consideration, promise to keep the offer open is known as an option contract and requires consideration, the terms requires a description on the quantity, price, performance time, nature of work, and identity of an offer to be part of a valid contract.

Uniform Commercial Code and relevance to contracts and sales

Uniform Commercial Code (UCC), a state statute that applies to sales of goods. It promotes uniformity of the laws relating to commercial sales of goods. This relates to contracts and sales by if you have a contract the UCC determines what the framework for the contract will be and the sales as the UCC is what makes sure that all contracts and sales of goods are uniform with others.

ZOPA

Zone of Possible Agreement - the space between the seller's walk away point and the buyer's highest willingness to pay

The most common way in which to transfer ownership interests in property is through:

a deed

Partners in a partnership owe each other:

a fiduciary duty.

A sole proprietorship comes into existence when:

a person begins to do business for herself.

An offer is:

a promise to do something or to refrain from doing some specific thing.

Under the common law, an offer can be revoked:

anytime prior to acceptance.

A limited partnership is different from a general partnership because:

because it has one or more limited partners.

The purpose of a contract is to:

give parties confidence that bargained-for exchanges will be enforceable.

Suppose parties to a contract that is under the UCC fail to specify some term. The UCC....

has rules to fill the gap about a silent term.

The UCC defines good-faith dealings as:

honest in fact in the conduct or transaction incurred.

Real property differs from personal property in that real property:

is immovable while personal property is movable.

Registering a trademark does NOT mean:

the Trademark Office will defend your use of the mark.

Most states accept the UCC's provisions on most topics because:

the benefits of lowering the costs of doing business across state lines was so great.

Contract law governs the enforceability of:

the legal relationship that consists of the rights and duties of the agreeing parties growing out of promises.

honest in fact in the conduct or transaction incurred.

title to the goods pass from the seller to the buyers and that a price be paid for the good.