Business Law - Legal And Ethical 2

Front 1

Wrongful Interference of contractual relations

Back 1

Inducing a party to break a contract outside of terms (doesn't apply for phone companies or cable providers because you are paying the fine to break the contract...)

Front 2

Fraud

Back 2

Misrepresenting a material fact that someone relies on, to their detriment

Front 3

Strict Liability

Back 3

Society judges that risky businesses are liable

Front 4

Negligence Per se

Back 4

Jurisdiction - evidence proves law broken (speeding ticket)

Front 5

Privity

Back 5

Contractual relations with party (can't sue up the chain) Example: Car-->Dealer-->Ford

Front 6

Warrant of Merchantability

Back 6

Product works as described and would pass in the trade

Front 7

Implied Warranty of Fitness

Back 7

Product will work based on intended purpose (Example: Man sells 8K torque truck as if it can haul 10K. Buyer can sue if he indicated he needed a truck to pull over 8k)

Front 8

Puffing

Back 8

Statements of opinion about a product - "this is the most wonderful cup you will ever own..."

Front 9

Eminent Domain

Back 9

Power of government to take property for public use with just compensation

Front 10

Profit

Back 10

Enter on someone's land for minerals, gold, crops, etc.

Front 11

License

Back 11

No possessory right to use something (executive suite at blues game)

Front 12

Easement

Back 12

Unrestricted right to pass over, under, through property

Front 13

Mechanics Lien

Back 13

Claim of workers or material suppliers in real estate. A lien waver will protect you in the instance where general contractors don't pay their subs.

Front 14

Tenancy in Commong

Back 14

Right to survivorship; survivor only gets 1/2 of the divisible interest

Front 15

Joint Tenancy

Back 15

When one dies, the survivor takes ownership

Front 16

Fixture

Back 16

affixed to property that goes with sale

Front 17

Fee Simple Absolute

Back 17

Highest interest (own property completely)

Front 18

Warranty Deed

Back 18

You (seller) will defend title

Front 19

Quitclaim Deed

Back 19

Sell all interest to someone else

Front 20

Lease Assignment

Back 20

Totally transfer the lease of property to someone else

Front 21

Sublease

Back 21

Someone partially fulfills the lease

Front 22

Gift Inter Vivos

Back 22

A gift given during life... 1. Intent 2. Delivery 3. Acceptance

Front 23

Gift Causa Mortis

Back 23

Gift given in contemplation of death. If the person ends up living through event, gift offer can be retracted at no penalty.

Front 24

Bailments

Back 24

entrust property to another person to take care of

Front 25

Copyright

Back 25

Protection of ideas/expression (national)

Front 26

Trademark

Back 26

Design to designate brand

Front 27

Patent

Back 27

Legal monopoly for process, machine, formula. Must have utility and novelty.

Front 28

Infringement

Back 28

Violation that gives rise to remedy

Front 29

Dilution

Back 29

Reduce the value of a trademark

Front 30

Digital Millennium Copyright Act

Back 30

Provides safe harbor for internet hosts; hosts must have procedures to remove infringement.

Front 31

Cyber Squatting

Back 31

what domain names are taken to make money by reselling.

Front 32

Joint Venture

Back 32

Pooling together of resources for a specific duration

Front 33

Dissolution

Back 33

The winding up of affairs, a breaking of a partnership.

Front 34

Duty of Care

Back 34

Directors in a corporation can exercise independent judgement, so long as it is done prudently

Front 35

Sole Proprietorship

Back 35

Simplest form of business; usually an individual who wants to start a business - taxed to that individual

Front 36

Corporation

Back 36

The most efficient form of business when there are a number of owners, or when you are trying to amass a large amount of capital. Require a charter from the state; least private; can protect people from personal liability. Corporations must observe certain rules - must have board of directors, charter, meetings, must separate corporate and personal funds

Front 37

Partnership

Back 37

Two or more people operating a business for a profit. Can share in management decisions; main issues experienced in partnership is the shared liability. Governed by state law.

Front 38

Limited Partnership

Back 38

Has to have at least one partner who runs the business and whose financial stake is on the line. Limited partners are the investors.

Front 39

Limited Liability Partnership

Back 39

Used for doctors, lawyers, etc.

Front 40

Double Taxation

Back 40

Corporate tax on profit - often avoided with dividends

Front 41

Board of Directors

Back 41

A group of people charged with the responsibility of running a company.

Front 42

Prospectus

Back 42

New stocks have a paper that provide the background and an outline of the company

Front 43

Equity Ownership

Back 43

Common stock of a company

Front 44

Fixed Income Security

Back 44

Debt and Bonds - Interest baring obligations

Front 45

Preferred Stock

Back 45

Special stock issued for a special reason - often preference in paying out dividends or value to these stockholders before the common. Sometimes preferred stocks are used in estate planning.

Front 46

Corporate Officers

Back 46

elected by directors to manage day-to-day work

Front 47

Securities Act of 1933

Back 47

New issues of common stock and inter-state offerings must be truthful

Front 48

Securities Act of 1934

Back 48

Regulates the secondary market; has the insider trading provisions (Section 10.b.5)

Front 49

Sarbanes Oxley Act of 2002

Back 49

Following the Enron crisis... set standards for public firms that all financial information must be correct and true. Financial officers have to sign off on financials presented.

Front 50

Duty of Employer

Back 50

Must provide employees with a safe place of work and pay

Front 51

Independent Contractor/Employee

Back 51

Provide tools and a method of accomplishing the end goal. Contractor is less liability for an employer.

Front 52

Duties of Agents

Back 52

Account for property and follow instructions

Front 53

Apparent Authority

Back 53

Principle cloaks his employees with authority - principle can be held liable for agent's work

Front 54

Express Authority

Back 54

Verbally or in writing the authority for an agent to carry out

Front 55

Implied Authority

Back 55

Agent will do whatever is needed to fulfill the business need even if it isn't expressed

Front 56

Duty of Loyalty

Back 56

You should be acting on the behalf of your client and their need, not your own interests.

Front 57

Moral Mazes

Back 57

The loss of personal integrity due to the pressures of the organization.

Front 58

Embeddedness

Back 58

People become embedded in their jobs and positions and they have trouble seeing beyond the immediate pressures they face.

Front 59

Workoholism

Back 59

Excess concern about the quantity of work done.

Front 60

Perfectionism

Back 60

Excess concern about the quality of work done.

Front 61

Burn-Out

Back 61

Total job exhaustion and despair. Largely a matter of wanting or expecting too much of oneself. Since the demands are unattainable, the result is hopelessness.

Front 62

Coercion

Back 62

Lack of choice in undertaking responsibilities or accepting an unfair bargain. Businesses can exploit unskilled or low-level workers or can pressure managers to undertake an unpleasant job or one which is against their principles or the will be fired or demoted.

Front 63

Vesting

Back 63

An employee benefits term: When an employee has worked long enough that they are entitled to certain benefits.

Front 64

Title VII

Back 64

The 1964 Civil Rights Act against discrimination in the workplace and can hold an employer liable even if they did not intend to commit disparate impact.

Front 65

Disparate Impact

Back 65

Not necessarily intentional, but a practice that works against a protected class.

Front 66

Sexual Harassment

Back 66

If someone brings a case against you, the employer should also be concerned:
1. QUID PRO QUO: This for that, putting up with something unpleasant in order to get ahead.
2. Hostile Work Environment: The company will tolerate or promotes that intimidates a particular gender.

Front 67

Workers Compensation

Back 67

System to pay for job injuries or negligence - eventually insurance came into play OSHA

Front 68

Fair Labor Standards Act

Back 68

Federal law that looks at hours of work and overtime

Front 69

Unemployment Compensation

Back 69

People who are out of work (paid by employers) determined by the state, can draw from this fund. If you have serious cause, you cannot collect.

Front 70

Equal pay act

Back 70

Equal pay based on gender (must have same role and responsibility, conditions, etc.)

Front 71

ERISA

Back 71

The legislation that put fiduciary standards on retirement funds & pension plans

Front 72

Americans with Disabilities Act

Back 72

You are not supposed to discriminate against employee because of an illness or disability- must be a reasonable accommodation if they could do the job

Front 73

Age Discrimination in Employment Act

Back 73

Protects anyone over the age of 40