Law of business

Kelsey and Casey form KC, Inc. (KCI). Ultimate responsibility for police decisions necessary to the management of corporate affairs resrs with KCI's:

Board of directors

1. Fix-it Detailing, LLC, is a limited liability company. Unless indicated otherwise on the Fix-It's federal tax form, the firm will be taxed as a:

Partnership

BrideRUs, a women's clothing store, employs female attendants who assist customers in the dressing rooms. Lee, a 41-year-old male, applies for an attendant's job, but is not hired. In Lee's suit against BridesRUs for employment discrimination under the civil rights act of 1964.

A bona fide occupational qualification defen

Sisters Consigment, LLC's members include Earline, Maxine, and Sandra. For purposes of suing and being sued, Sisters Consignment is:

A legal entity apart from the owners.

29. Trey is not Dalts agent but enters into a contract with Tyler on Dalts behalf. Dalt later contacts Trey to approve the contract. This is an:

Agency by ratification

Plant-It seed company hires Alan to work on Plant-It 'shipping dock, accepting deliveries and dealing with other companies' drivers. With respect to Plant-It, Alan is most likely:

Agent

44. Jillian employs Jason as her authorized business agent on May 1st. Jillian's daughter Jessica petitions a court to declare Jillian mentally incompetent. The court grants Jessica's request on August 1st. Jason enters into a contract on Jillian's behalf on August 15th. After September 1, the contract, which has not been performed is:

Binding on Jillian

A Corporation and B Company transfers their property to C, Inc., which manages the property and distributes the profits to A and B. This form of a business organization is a:

Business trust

Kyle is a shareholder of Made-2-Order Corporation with preemptive rights. With these rights, Kyle can:

Buy a prorates share of a new issue of stock before other buyers.

Coco-Mart Stores, Inc., is a franchisor. Camden operates a Coco-Mart franchise. Tilly is one of Camden's employees. As a franchisor, if Coco-Mart controls the day-to-day operations of the business to a significant degree, it may be liable for tortious acts by:

Coco-Mart, Camden, or Tilly

1. Coco-Mart Stores, Inc., is a franchisor. Camden operates a Coco-Mart franchise. Tilly is one of Camden's employees. As a franchisor, if Coco-Mart controls the day-to-day operations of the business to a significant degree, it may be liable for tortious acts by:

Coco-Mart, Camden, or Tilly.

1. Best Recording Corporation and CD Production Company wish to combine all assets, stock, and personnel into a new firm to be called DigiSongs Inc. This is a:

Consolidation

Derek buys a franchise from Champs Sporting Goods, Inc. This relationship, like all other franchise relationships, is governed by:

Contract Law

Deepwater Dredging & Excavation holds itself out of others as being a corporation but makes no attempt to incorporate. Estuary Marina signs a contract with Deepwater that is not performed. Estuary Marines files a suit against the firm. The court will likely hold that Deepwater is a(n):

Corporation by Estoppel

With assets of roughly $8,900,000, Digital Biz, Incorporated has forty-seven shareholders. Cyber Industries, Inc., has assets of $57,710,000 and more than five hundred twelve shareholders. The Securities Exchange Act of 1934 applies to:

Cyber Industries only

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

De jure corporation

Trust-Me, LLC, is a limited liability company without a written operating agreement. Among the members, a dispute aries concerning the division of profits. Under most LLC statutes, the profits will be:

Divided equally among the members

Trust-Me, 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:

Divided equally among the members.

34. Jenna introduces Michelangelo to her friends as my associate. Michelangelo purports to act as Jenna's agent in several business transactions with those same friends. If Jenna is liable for Michelangelo's actions, it will be under the:

Doctrine of estoppel

Jenna introduces Michelangelo to her friends as my associate. Michelangelo purports to act as Jenna's agent in several business transactions with those same friends. If Jenna is liable for Michelangelo's actions, it will be under the:

Doctrine of estoppel

Taco Bell complains to the Federal Trade Commission (FTC) about an ad broadcast by Taco Mayo, a Taco Bell competitor. The FTC investigates and concludes that the ad is deceptive. The FTC's next step is to:

Draft a formal complaint

Hunter and Harrison do business as H & H Pets. In most states, for puposes of suing and being sued, Johnson & Johnson, which is a partnership, would be treated as a(n):

Entity

25. Rachel is an employee of Wild horse mountain ranch; Rachel learns that Wild horse mountain ranch is illegally importing endangered animals to sell as pets. She reports her employers' illegal activities but laid off shortly thereafter and successfully sues Wild Horse for retaliatory discharge. With respect to the employment-at- will doctrine, this is an:

Exception based on public policy

Upside down Incorporated's liabilities exceed its assets, but the firm's employees falsify its books to reflect a positive net worth. Moe hires Larry & Curly, a professional corporation/accounting firm, to prepare a balance sheet, which is certified to show a net worth. Borrow-It, Limited Liability Company (BILLC) relies on the balance sheet to make a loan to Moe. When the firm defaults, BILLC files a suit against Larry & Curly. Under the Ultramares rule, the accounting firm is most likely:

Not liable because Larry & Curly and BILLC were not in privity.

1. Built-It Construction Corporation (CCC) has a right of action against Heavyquip, Inc. Build-It Construction mergers with Investors Development, Inc., with Investors absorbing Build-It. After the merger, Build-It's right of action against Heavyquip can be exercised by:

Investors

RePublic Restaurants, Inc. offers entrepreneurs the opportunity to operate a franchise under the RePublic trade name as a member of a select group of dealers that engage in gastropub establishments. RePublic makes earnings claims to potential investors. For those claims, the franchisor:

Must have a reasonable basis

1. Arrowhead Resort Company and Illinois River Rafters, Inc. (IRRI), share officers, directors, employees, property, and equipment. In reliance on Arrowhead's reputation, Delivery Transport Inc. Contracts to perform services for IRRI, but the firm does not pay. In terms of liability to Delivery Transport, a court is most likely to treat Arrowhead and IRRI as a:

Natural Person

Carolina owns Royal Oil Corporation. Carolina uses Royal's funds to pay his personal expenses, creates Thermal Power Corporation to engage in the same business as Royal, transfers Royal's assets to Thermal Power, and petitions into bankruptcy. This most likely warrants a:

Pierce of the corporate veil

Popular Movies Corporation wants to begin to gain control of Quality Films, Inc. The companies negotiate for several months, without coming to terms. Popular Movies decides to pursue a takeover attempt. Quality films decides to resist. Quality Films issues shares that its shareholders can exchange for cash if a takeover is successful, intending to make Popular Movie's takeover attempt too expensive. This is a:

Poison pill defense

1. Ashton, Erik, and other consumers form Central Water Cooperative. This form of business organization makes it possible for these individuals to:

Pool resources to gain an advantage in the marketplace.

Sharon and Therese are shareholders of Outsourcing Solutions, Inc. Sharon's written authorization to Therese to vote her shares at a shareholder's meeting is a:

Proxy

Blue Cross-Blue Shield (BCBS) is subject to seizure of documents by the Internal Revenue Service (IRS). Deciding on whether it is permissible for the IRS to request or seize the documents depends on whether the documents are:

Relevant

46. Katelyn participates in an investigation into possible violations of the civil rights act of 1964 at BuildIt, Inc., where she works. As a result, Katelyn's employers demote her. Katelyn can file a:

Retaliation claim

Katelyn participates in an investigation into possible violations of the Civil Rights Act of 1964 at BuilIt, Inc., where she works. As a result, Katelyn's employers demote her. Katelyn can file a:

Retaliation claim

New corporation gives preferential treatment in hiring and promotion to the members of all protected classes. This treatment results in discrimination against members of the majority. This is:

Reverse discrimination

Import-All Company and Send-It Exports., forms 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 a:

Syndicate

With some exceptions, every portion of every meeting of the Federal Reserve System Board of Governors and other federal administrative agencies must be open to public observation under:

The Government-in-the-Sunshine Act.

1. Popular Movies Corporation wants to gain control of Quality Films, Inc. The companies negotiate for several months, without coming to terms. Popular Movies deices to pursue a takeover attempt. Quality Films decides to resist. Quality Films solicits a merger with Real2Reel Corporation, a third part, which makes a better offer to Quality Film's shareholders. Real2Reel is a:

White Knight

Business enterprise Company agrees to sell a commercial office building and parking garage to City Investments, Inc., which assigns the rights to the realty to Downtown Properties, LLC. Downtown properties does not yet exist, but once it is created and comes into existence, the contracted on novation will most likely be:

enforceable

Addison serves in a representative capacity for Savannah. Josie is injured through Addison's negligence. Savannah may be liable to Josie if Addison's conduct occurred:

in the course of the scope of Addison's employment

1. Timothy and Keaton do business as partners in We-Build-It (WBI), a residential construction firm. For federal income tax purposes, WBI would be treated as a:

pass-through entity

1. The abbreviation "P.A" in the name "Cannon & Rayburn Accountants, P.A." means that this organization is a:

professional association

50. Nabisco Foods, Inc., wants to market a new snack. On the product's label, standard nutrition facts are:

required

Online GPS Corporation owns 95% of the shares of Pinpoint App Inc. Through a certain transaction, Online GPS combines with Pinpoint App, but only Online GPS continues to exist. This is a:

short-form merger

29. Coca-Cola Corporation wants to make an offering of securities to the public. This offering is not exempt from registration under the Securities Act of 1933. Before Coca-Cola sells its securities, it must provide investors with:

· A prospectus36. Britax Child Safety, Inc. is subject to a decision by the Consumer Product Safety Commission. Opposed to the decision, Britax wants a court to review it. First, however, the firm must use all of the potential administrative remedies. This is:

Assume that Microchip Technology, Inc controls 40 percent of the computer-chip market in the United States and wants to merge with 32M Corporation, which controls 15% of the same market. This merger is:

· A violation if the result more clearly concentrates the market and makes it more difficult for potential competitors to enter the market.

In reviewing the actions of the National Indian Gaming Commission and other federal agencies, the courts:

· Are usually reluctant to review questions of fact.

State and federal transportation agencies may issue regulations that conflict: When a state regulation conflicts with a federal; regulation the:

· Federal regulation takes precedence

49. Please refer to the previous question. The court is most likely to award Olivia damages:

· If letting the pollution continue is less harmful than stopping it.

48. Hit-It, Inc. operates a baseball park next to Olivia's vineyard and winery. Olivia files a suit against Hit-It, alleging that the baseball park is a nuisance and unreasonably interferes with Olivia's enjoyment of her property. The court is most likely to award Olivia an injunction:

· If letting the pollution continue is more harmful than stopping it.

47. Justin is an accountant. Justin's violation of generally accepted accounting principles (GAAP) and generally accepted auditing standards (GAAS):

· Is prima facie evidence that Justin was negligent.

Samuel does not work for California Customs Company (CCC), but wrongfully obtains inside information concerning the firm. Based on the information, Samuel buys and sells CCC stock for personal gain. The Securities and Exchange Commission prosecutes Samuel, arguing that he is liable because he stole information rightfully belonging to another. The argument is the:

· Misappropriation theory

24. Shawn employs Eli as his authorized business agent of April 1. Shawn's son Travis petitions a court to declare Shawn mentally incompetent. The court grants Travis's request on May 1. Eli enters into a contract on Shawn's behalf on May 15, before Eli knows of the court's action. The contract is binding on:

· NO one, because it is void.

7. Liz and Jamie work as clerks in Nancy's Dress Shop. Nancy withholds federal taxes from their pay and confronts the methods and detail of the performance of their work. Liz and Jamie are not authorized to modify the prices or other terms of sale at the shop. Nancy authorizes Liz to sell clothes at remote locations at prices that Liz negotiates in those locations. With respect to sales at those locations, Liz is:

· Nancy's employee and agent

8. Refer to the previous question. At the shop, Liz and Jamie are:

· Nancy's employees and agents

Upside down Incorporated's liabilities exceed its assets, but the firm's employees falsify its books to reflect a positive net worth. Moe hires Larry & Curly, a professional corporation/accounting firm, to prepare a balance sheet, which is certified to show a net worth. Borrow-It, Limited Liability Company (BILLC) relies on the balance sheet to make a loan to Moe. When the firm defaults, BILLC files a suit against Larry & Curly. Under the Ultramares rule, the accounting firm is most likely:

· Not liable because Larry & Curly and BILLC were not in privity.

Fresh Vegetables Inc., a wholesaler, refuses to sell its produce to Good Mart Stores, Inc., a retailer. Under the Sherman Act, this is:

· Subject to the analysis under the rule of reason

46. Polaris Industries, Inc. is asked by the Consumer Product Safety Commission (CPSC) to produce certain records for review. To obtain the records, the CPSC will issue a(an):

· Subpoena duces tecum

27. Tyler hires David, a real estate broker, to act as his agent to sell his land for $150,000. Oil is discovered beneath the land, causing its market value to increase considerably. The agency agreement is likely:

· Terminated by operation of law

36. Britax Child Safety, Inc. is subject to a decision by the Consumer Product Safety Commission. Opposed to the decision, Britax wants a court to review it. First, however, the firm must use all of the potential administrative remedies. This is:

· The exhaustion doctrine

Brenda is an accountant charged with negligence by FitCamp 180, a client. Brenda may successfully defend against the claim if she can show that:

· The negligence was not the proximate cause of FitCamp 180's losses.

Sequoyah County Rural Water Cooperative (SCRWC) operates a public water supply system. SCRWC must send to every household that it supplies with water an annual statement describing:

· The source of the water, and any contaminants and health concerns.

21. Jacob is an attorney whose clients include Cherokee Products Company (CPC). If Jacob is negligent in his work for CPC, under the Restatement (Second) of Torts, Jacob may be liable to CPC and:

· Third parties who are foreseen users of the work only.

A registration statement is filed with the SEC by Shady Biz, Inc. before making an offering to the general public. The registration contains false, immaterial statements of which the investigators are unaware. Shady Biz is charged with violating the Securities Act of 1933. Shady Biz's best defense is the:

· Untrue statements were not material

The Association of Organic Food Producers, which does not include all organic farmers and ranchers, refuses to deal with any parties who do not carry the products of its members. This group boycott is:

· a per se violation of antitrust law