2Nd Test Business Law

Front 1

A binding agreemen in which each pary has made a promise to the other

Back 1

bilateral contract

Front 2

In contract law, something of legal value that has been bargained for and given in exchange by the parties.

Back 2

consideration

Front 3

A contract is a legally enforceable _______

Back 3

promise

Front 4

The act of notifying the other party to a contract that the party giving the notice refuses to be bound by the agreement.

Back 4

Disaffirmance

Front 5

exculpatory clause is

Back 5

A contract provision that attempts to release one party from liability in the event the other party is injured

Front 6

A ______contract is a binding agreemen in which all parties obligations are fulfilled

Back 6

executed contract

Front 7

An executory contract is a binding agreement in which ________

Back 7

one or more of the parties has not fullfilled its obligations

Front 8

express contract

A binding agreement in which the parties explicitly state all important terms.

Back 8

express contract

Front 9

An apparent promise that is unenforceable because the promisor makes no firm commitment.

Back 9

illusory promise

Front 10

A binding agreement created not by explicit language but by the informal words and conduct of the parties

Back 10

implied contract

Front 11

Misrepresentation is a factually a) correct or b) incorrect statement made during contract negotiations

Back 11

b)incorrect

Front 12

The _______recieves the first offer

Back 12

offeree

Front 13

The ______makes the first offer

Back 13

offeror

Front 14

A doctrine in which a court may enforce a promise made by the defendant even when there is no contract, if the defendant knew that the plaintiff was likely to rely on the promise, the plaintiff did in fact rely, and enforcement of it is the only way to avoid injustice.

Back 14

promissory estoppel

Front 15

"As much as she deserves"

Back 15

quantum meruit

Front 16

A legal fiction in which, to avoid injustice, the court awards damages as if a contract had existed, although one did not.

Back 16

quasi-contract

Front 17

To rescind a contract means to ________it

Back 17

cancel

Front 18

Restitution is _______

Back 18

restoring an injured party to its original postion

Front 19

An agreement that a court refuses to enforce because it is fundamentally unfair as a result of unequal bargaining power by one party.

Back 19

unconscionable contract

Front 20

A binding agreement in which one party has made an offer that the other can accept only by action, not words.

Back 20

Unilateral contract

Front 21

An agreement that neither party may legally enforce, usually because the purpose of the bargain was illegal or because one of the parties lacked capacity to make it.

Back 21

void agreement

Front 22

An agreement that, because of some defect, may be terminated by one party, such as a minor, but not by both parties.

Back 22

Voidable contract

Front 23

a check is

Back 23

An instrument in which the drawer orders the drawee bank to pay money to the payee.

Front 24

Instruments such as checks and promissory notes that contain a promise to pay money, includes both negotiable and non-negotiable instruments.

Back 24

commercial paper

Front 25

A disclaimer is a statment that

Back 25

a particular warranty does not apply

Front 26

a drawee

Back 26

The person who pays a draft. In the case of a check, the bank is the drawee.

Front 27

a drawer is the person who

Back 27

issues the draft

Front 28

A guarantee, created by the words or actions of the seller, that goods will meet certain standards.

Back 28

express warranty

Front 29

A holder in due course is someons who has given value for an instrument, in good faith, without _______

Back 29

notice of outstanding claims or other defenses

Front 30

Guarantees created by the Uniform Commercial Code and imposed on the seller of goods

Back 30

implied warranty

Front 31

The maker of a promissory note or the drawer of draft

Back 31

issuer

Front 32

The issuer of a promisory note

Back 32

maker

Front 33

An unconditional written promise that the maker of the instrument will pay a specific amount of money on demand or at a definite time. Typically payable w/in five years for a large corporation (short term debt)

Back 33

note

Front 34

A payee is someone who

Back 34

is owed money under the terms of an instrument

Front 35

Potential responsibility that the manufacturer or seller has for injuries caused by defective goods

Back 35

product liablilty

Front 36

The maker of the instrument promises to pay a specific amount of money

Back 36

Promissory note

Front 37

A guarantee that goods meet certain standars

Back 37

warranty

Front 38

A situation in which conduct of a principal causes a third party to believe that the principal consents to have an act done on his behalf by a person purporting to act for him when, in fact, that person is not acting for the principal

Back 38

apparent authority

Front 39

Damages include 1)the harm that a plaintiff complains of at trial such as an injury to her person or money lost because of a contract breach and 2)

Back 39

Money awarded by a trial court for injury suffered

Front 40

express authority

Back 40

Conduct of a principal that, reasonably interpreted, causes the agent to believe that the principal desires him to do a specific act.

Front 41

An obligation to behave in a trustworthy and confidential fashion toward the object of that duty

Back 41

fiduciary duty

Front 42

A principal directs an agent to undertake a transaction, the agent has the right to do acts taht are incidental to it, usually accompany it, or are reasonably necessary to accomplish it

Back 42

implied authority

Front 43

A promise to pay someon elses obligations

Back 43

indemnification

Front 44

An independent contractor

Back 44

undertakes tasks for others and whose work is not closely controlled

Front 45

If the third party in an agency relationship knows that the agent is acting for a principal, but does not know the identity of the principal, that principal is __________disclosed

Back 45

partially

Front 46

In an agency relationship, the _______is the person for whom the agent is acting

Back 46

principal

Front 47

An agent whose work is closedly controlled by the principal

Back 47

servant

Front 48

If a third party in an agency relationship does not know that the agent is acting for a principal, that principal is undisclosed.

Back 48

undisclosed principal

Front 49

A plan introduced in a workplace for the purpose of either remedying the effects of past discrimination or achieving equitable representation of minorities and women.

Back 49

affirmative action

Front 50

bona fide occupational qualification is a job requirement that would otherwise be _________is permitted in situations in which it is essential to the position in question

Back 50

discriminatory

Front 51

A worker whose job doesn't have a specific duration

Back 51

employee at will

Front 52

A fact or conclusion that is presumed to be true unless someone presents evidence to disprove it

Back 52

prima facie

Front 53

Someone who discloses wrongful behavior

Back 53

whistleblower

Front 54

Stock publicly not traded and small number of shareholders

Back 54

close corporation

Front 55

Commercial improacticabliity is after the creation of the contract, and an entirely unforseen event occurs which makes enforcement of the contract extraordinarily ________

Back 55

unfair

Front 56

When a partner leaves a partnership

Back 56

disociation

Front 57

After creation of contract, unforseen event occurse that _______

Back 57

eliminates the value of the contract for one of the parties

Front 58

Relativily minor costs, such as storage and advertising, that the injured party suffered when responding to the contract breach

Back 58

incidental damages

Front 59

Partnership for a limited purpose

Back 59

joint venture

Front 60

the general partner is not personally liable for the debts of the partnership

Back 60

limited liability liimited partnership

Front 61

2 types of partners...1)limited partners who have no personal liablity for the debts of the tnerprise nor any right to manage the business, and 2) general partners who are responsible for management and personally liabl for all debts

Back 61

limited partnership

Front 62

An association of two plus to carry on as co owners of a business for profit

Back 62

partnership

Front 63

a partnership _____ is a partnership that has no fixed duration. Each partner has the right to resign from the parnership at any time

Back 63

at will

Front 64

Partnership _________ is one of which a person who implies he is a partner or doesn't object when other ppl imply it, he is liable as if her really were a partner

Back 64

partnership by stoppel

Front 65

A form of organization that permits professionals to incorporate. Shareholders are not personally liable for torts of shareholders or for the contract debts of the organization

Back 65

Professional corporation

Front 66

A sole proprietorship is

Back 66

an inincorporated business owned by a single person

Front 67

Term Partnership is when partners agree in advance about the _______of the contract

Back 67

duration

Front 68

An annuel report lets the ______know about detailed financial data

Back 68

shareholders

Front 69

An authorized and issued stock is one that has been approved by the corporation's charter and _________

Back 69

subsequently sold

Front 70

Stock that has been approved by the corporation's charter, but has not yet been sold

Back 70

authorized unissues stock

Front 71

Bonds are long term debts _________

Back 71

secured by some of the issuin company's assetts

Front 72

A common law rule that protects managers from liability if they are acting without a conflict of interest, and make informed decisions that have a rational business purpose.

Back 72

Business judgement rule

Front 73

A document that specifies the organizational rules of a corporation or other organization, such as the date of the annual meeting and the required number of directors

Back 73

bylaws

Front 74

Certificates that reflect ownership in a corporation. Owners of this equity security are last in line for corporate pay outs such as dividends and liquidation proceeds

Back 74

common stock

Front 75

Debentures are

Back 75

long term, unsecured debt, typically issued byuy a corporation

Front 76

A corporation is ____ in the state in which it was formed

Back 76

domestic

Front 77

a corporation is ____if formed in another state

Back 77

foreign

Front 78

person who creates a corporation by raising capital and undertaking the legal steps necessary for formation

Back 78

promotor

Front 79

A proxy is a person whom the shareholder designates to vote in his place, or a

Back 79

written form that the shareholder uses to appoint a designated voter

Front 80

When a public company seeks proxy votes from its shareholders, it must include a __________. This statement contains information about the company, such as a detailed description of management compensation.

Back 80

proxy statement

Front 81

a quorum is

Back 81

the number of voters that must be present for a meeting count

Front 82

anyone who is affected by the activities of a corporation such as employees, customers, creditors, suppliers, shareholders, and neighbors.

Back 82

stakeholders

Front 83

a tender offer is

Back 83

a public offer to buy a block of stock dierectly from shareholders

Front 84

A treasury stock is one of which

Back 84

has been bought back by its issuing corportion

Front 85

Records of shareholder meetings and directors meetings are kept in the corporation's _____book

Back 85

minute

Front 86

Owners of _______stocks have a right to recieve dividents and liquidation proceeds of the companly before common shareholders

Back 86

preferred stock