Biz Law Final Chapters 12, 17, 18, 19.

Front 1

Assault

Back 1

Any word or action intended to make another person fearful of immediate physical harm; a reasonably believable threat

Front 2

Battery

Back 2

Unprivileged, intentional touching of another person

Front 3

False imprisonment

Back 3

The intentional confinement or restrain of another persons activities without justification. Involves interference with the freedom to move without restriction

Front 4

Shopkeepers privelage

Back 4

Holding a shoplifter until police are able to respond cannot be a long time

Front 5

Intentional infliction of emotional distress

Back 5

intentional act that amounts to extreme and outrageous conduct resulting in sever emotional distress to another

Front 6

Defamation

Back 6

any published or publicly spoken false statement that causes injury to another's good name, reputation or character

Front 7

Slander

Back 7

defamation in oral form

Front 8

Libel

Back 8

Defamation in writing or other form (such as in a video) having the quality of permanence

Front 9

Disparagement

Back 9

an economically injurios falsehood made about anothers product or property. A general term for torts that is more specifically referred to as slander of quality or slander of title

Front 10

Slander of title

Back 10

Publication of a statement that denies or casts doubt on anothers legal ownership of a property, causing financial loss to that property's owner

Front 11

Trade libel

Back 11

Publication of false information about another's product, alleging it is not what its seller claims; also referred to as slander of quality

Front 12

Absolute privelage

Back 12

Only in judicial proceedings and certain government proceedings. For example, statements made by attorneys and judges in the courtroom during a trial are absolutely privileged.

Front 13

Qualified privelage

Back 13

A person will not be liable for defamatory statements because he or she has a qualified privelage. An employers statements in written evaluations of employees are an example of a qualified privelage

Front 14

Invasion of privacy

Back 14

A person has the right to solitude and freedom from prying public eyes- in other words to privacy. There are four acts that qualify as invasion of privacy: appropriation of identity, intrusion into an individuals affairs or seclusion, false light, and public disclosure of private facts.

Front 15

Trespass to land

Back 15

the entry onto, above, or below the surface of land owned by another without owners permission or legal authorization

Front 16

Trespass to chattels

Back 16

(trespass to personal property)- the unlawful taking or harming of another's personal property; interference with another's right to the exclusice possession of his or her personal property

Front 17

Conversion

Back 17

The wrongful taking, using or retaining possession of personal property that belongs to another

Front 18

Negligence

Back 18

Failure to exercise the standard of care that a reasonable person would exercise in similar circumstances

Front 19

Elements of negligence

Back 19

1. Defendant owed a duty of care to the plaintiff
2. Defendant breached that duty
3. Plaintiff suffered a legally recognizable injury
4. Defendants breach caused the plaintiff's injury

Front 20

Negligence per se

Back 20

An act (or failure to act) in violation of statutory requirement

Front 21

Causation in fact

Back 21

An act or omission without (but for) which an event would not have occurred

Front 22

"But for" test

Back 22

but for the negligence activity the plaintiff would not have been injured

Front 23

Proximate Cause

Back 23

Is it foreseeable that we would negligence activity the plaintiff would have been injured

Front 24

Contributory negligence

Back 24

Theory in tort law under which a complaining party's own negligence contributed to or caused his or her injuries. Contributory negligence is an absolute bar to recovery in a minority of jurisdiction

Front 25

Comparative negligence

Back 25

A theory in tort law under which the liability for injuries resulting from negligent acts is shared by all parties who were negligent (including the injured party), on the basis of each persons proportionate negligence

Front 26

Pure comparative negligence

Back 26

This allows the plaintiff to recover damages even if her or his fault is greater than that of the defendant

Front 27

Assumption of risk

Back 27

a defense against negligence that can be used when the plaintiff is aware of a danger and voluntarily assumes the risk of injury from that danger.

Front 28

Strict liability

Back 28

is liability regardless of fault. In tort law, strict liability may be imposed on defendants in cases involving abnormally dangerous activities, dangerous animals, or defective products.

Front 29

Sole proprietorship

Back 29

is the simplest form of business, in which the owner is the business; the owner reports business income on his or her personal income tax return and is legally responsible for all debts and obligations incurred by the business.

Front 30

General partnership

Back 30

is an agreement by two or more persons to carry on, as co-owners, a business for profit.

Front 31

Articles of partnership

Back 31

are a written agreement that sets forth each partner’s rights and obligations with respect to the partnership.

Front 32

Partnership by estoppel

Back 32

a judicially created partnership that may, at the court’s discretion, be imposed for purposes of fairness. The court can prevent those who present themselves as partners (but who are not) from escaping liability if a third person relies on an alleged partnership in good faith and is harmed as a result.

Front 33

Termination

Back 33

The act of being let go, or contract being terminated

Front 34

Uniform Partnership Act (UPA)

Back 34

governs the operation of partnerships in the absence of express agreement and has done much to reduce controversies in the law relating to partnerships. Louisiana is the only state that has not adopted the UPA as well as the District Columbia.

Front 35

Revised Uniform Partnership Act (RUPA)

Back 35

it is a dominate law governing limited partnership in the US

Front 36

Limited Liability Companies (LLC)

Back 36

is a hybrid form of business enterprise that offers the limited liability of the corporation but the tax advantages of a partnership.

Front 37

Articles of Organization

Back 37

is a document filed with a designated state official by which a limited liability company is formed.

Front 38

Operating agreement

Back 38

in a limited liability company, an agreement in which the members set forth the details of how the business will be managed and operated.

Front 39

Uniform Limited Liability Company Act (ULLCA)

Back 39

in attempt to create more uniformity among the states in this respect this was created.

Front 40

Member-managed

Back 40

are the owners of the LLC; of the members that participate in management, and decisions are made by majority vote.

Front 41

Manager-managed

Back 41

The members designate a group of persons to manage the firm

Front 42

Limited Liability Partnerships (LLP)

Back 42

is a form of partnership that allows professionals to enjoy the tax benefits of a partnership while limiting their personal liability for the malpractice of other partners.

Front 43

Joint and several liabilities

Back 43

in partnerships law, a doctrine under which a plaintiff may sue and collect a judgment from, one or more of the partners separately (severally, or individually) or all of the partners together (jointly). This is true even if one of the partners sued did not participate in, ratify, or know about whatever it was that gave rise to the cause of action.

Front 44

Family limited liability partnerships (FLLP)

Back 44

a limited liability partnership (LLP) in which the majority of the partners are persons related to each other, essentially as spouses, parents grandparents, siblings, cousins, nephews, or nieces. A person acting in a fiduciary capacity for persons so related could also be a partner. All of the partners must be natural persons or persons acting in a fiduciary capacity for the benefit or natural persons.

Front 45

Limited Partnerships

Back 45

a partnership consisting of one or more general partners (who manage the business and are liable to the full extent of their personal assets for debts of the partnership) and one or more limited partners (who contribute only assets and are liable only to the extent of their contributions).

Front 46

Revised Uniform Limited Partnership Act (RULPA)

Back 46

is the dominant law governing limited partnerships in the U.S.

Front 47

Limited Liability limited partnerships (LLLP)

Back 47

a type of limited partnership. The difference between a limited partnership and the LLLP is that the liability of the general partner in an LLLP is the same as the liability of the limited partner-that is, the liability of all partners is limited to the amount of their investments in the firm.

Front 48

Corporation

Back 48

can be domestic, foreign or alien. They have limited liability, but they have double taxation.
*Domestic- within a state
*Foreign- outside of a state
*Alien- out of the country.
*Public- some connection to the government ex (U.S postal service, federal reserve system).
*Private- can be considered publicly traded or privately traded.
*Non-Profit- does not distribute dividends, they do make money but it is not recognized as profit ex (Church, museums). They do not distribute the profit to anyone in the company.
*Closely owned- “right of first refusal” give the company first opportunity to buy the shares. Shares do not have a true market value
*S-Corporation- Special Corporation to provide you with tax incentives as a shareholder, very similar to a partnership. They must distribute their profits and not keep them.
*Promoter- puts the corporation together.

Front 49

Buy-Sell Agreement

Back 49

Able to buy the dead shareholders shares, they use life insurance to purchase the shares

Front 50

Articles of Incorporation

Back 50

name of the corporation, who the registered agent is, how the company is going to be financed (type of shares, how many shares), and type of business

Front 51

Short-term financing

Back 51

line of credit

Front 52

Bylaws

Back 52

Set of governing rules adopted by a corporation or other associations

Front 53

Shareholders

Back 53

are the owners of the corporation. One who purchases shares of a corporation’s stock, thus acquiring an equity interest in the corporation.

Front 54

Boards of directors

Back 54

most are shareholders of the corporation. They are responsible for the overall management of the corporation.

Front 55

Corporate officers

Back 55

they run the corporation

Front 56

Piercing the corporate veil

Back 56

to disregard the corporate entity, which limits the liability of shareholders, and hold the shareholders personally liable for a corporate obligation.

Front 57

Close corporations

Back 57

is a corporation whose shareholders are limited to a small group of persons, often including only family members. The rights of shareholders of a close corporation usually are restricted regarding the transfer of shares to others.

Front 58

Equity financing

Back 58

selling more shares of stock and bring more shareholders into the company. Dividends are not tax deductable because they are not a business expense.

Front 59

Debt Financing

Back 59

selling of bonds, bonds are fixed debt. IOU to creditors