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47 Cards in this Set
- Front
- Back
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Objective standard
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if the product is measurable and it passes without objection then you must pay
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Subjective standard
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if a product is not measurable then if you dislike it you do not have to pay
- Food - Paintings - Music |
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Contract will end if:
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- Illegal
- Performing party goes bankrupt - Statute of limitations has been reached - It becomes impossible to perform |
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Substantial Performance Doctrine
- Major deviation (material breach) |
some aspect of the contract is not even close to what you were supposed to do. Would not be paid.
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Substantial Performance Doctrine
Minor deviation (minor breach)- |
contract is performed but small aspects are missing. Would still pay the contract price, less the cost of damages.
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Equitable remedies
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– seeking something beside money. Looking for specific performance of an act, or injunction
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Compensatory damages
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suing for the amount you need to return to original position
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Consequential damages
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money lost from expected income from breach of contract (pizza guy was going to use car for delivering pizzas)
- Breaching party must know about consequences before hand (Smith v Russ) - You must attempt to minimize your losses (can’t wait for a year because you don’t have a car, must be looking for a car so you don’t lose money) |
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Liquidated Damages Clause
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specifies the amount the breaching party will owe if contract is breached
- Must be reasonable to be enforced |
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Condition Precedent
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– condition that must be satisfied before you are bound to the contract, if the condition is not satisfied then you are not liable for the contract (contract IF they get a loan from the bank)
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General Partnerships – Established by UPA
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- Does NOT pay federal income tax
- Does NOT have limited liability - No filing requirement or withdraw requirement - Each partner can be held liable for all debt - Any partner has the implied authority to make contracts for the partnership - IF not mentioned, partners must divide profits and losses equally - If only profits mentioned, then losses is divided same way |
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LLP – Limited Liability partnership
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– group of professionals who associate together for tort protection. Registers with the state.
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LLC – Limited Liability Company
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No size limit. Registers with the state.
Subchapter S Corporation – Corporation that only operates in one state |
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Corporations
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- Pay federal income tax
- Have limited liability - Shareholders – own the company, amend articles of incorporation, elect board of directors o Preferred stockholders – receive dividends before common shareholders - Directors – run the company, hire officers - Articles of incorporation – never contains names of officers or directors |
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"Piercing the corporate veil"
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action by creditors taken when the business had sone something wrong
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Business Judgment Rule
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shareholders hold directors responsible for losses acquired when poor business judgment is used.
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o Employee/Servant
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Agent is being supervised and controlled by the principal
• Principal secondarily liable for agent’s actions |
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o Independent contractor
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agent is not being supervised or controlled by the principal
• Principle is not liable for agent’s actions |
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- Taylor v Gill
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was the friend a servant or an independent contractor?
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Express authority
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giving specific orders as to what an agent’s authority is
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- Power of attorney
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a written document creating an agency relationship with express authority
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Implied authority
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authority that normally comes with the job. Company is responsible for agent’s actions (boss told you not to but you as an agent did anyway principal still must pay for it)
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Apparent Authority
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no authority at all, an imposter. Principal is responsible for damages if the principal had a way of knowing about the imposter.
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- Ratification
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– principal approves an unauthorized act, now principal is liable
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- Tort liability
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in order for the principal to be responsible for an agent’s torts:
o Agent must be supervised and controlled o Agent must be under the course and scope of employment (if you get in a wreck delivering pizzas principal is still responsible even though he wasn’t supervising) |
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- Contract liability
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when signing a contract for the principal an agent must disclose that he is only an agent in order for only the principal to be liable for the contract
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- Employment at will
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an agent can fired at any time for any reason and can’t sue for anything
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- Term contracts
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agents can still be fired, at any time for any reason, but must be compensated for the remainder time on the contract (could sue for monetary damages, not to get job back)
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- Eminent Domain
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land owner must allow government to use land for public use (5th amendment)
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o Kelo Case
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questioning what public use is
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- Adverse ownership
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(squatting) – occupy land openly for a certain amount of time, then you gain ownership (does not have to be in good faith)
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- Easement
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Acquiring limited use of someone’s land (can drive through someone else’s property to get to road, limited and only to drive)
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Fixtures
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items of personal property that are sold with the house
- Chandeliers - Ceiling fans |
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Restricted covenants
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– restricts future use of the land after you sell it
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Race notice
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when land is sold twice, whoever records the deed first get the land
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Realtor Commission
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- Must be paid If the house sells while under contract, regardless of price or finder
- Offers the full contract price require commission, even if not accepted - Example: You have a contract with an agency for 60 days. The listing price is 100,000. Do you owe commission when you sell the house to your friend for 130000 (yes) - You receive an offer on the 45th day for 150000 but reject it |
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Fee Simple Absolute
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highest and most complete form of ownership
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Fee Simple Absolute
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highest and most complete form of ownership
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Tenants in Common
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most common type of ownership, family inherits the land
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Joint tenants
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land goes to other owners upon an owner’s death
Rules: - Must have the same percentage of ownership - Must purchase property at the same time - Family inheritance is never allowed, even if stated in will |
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Patents
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– inventions
- 20 years - File with federal patent office |
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Copyrights
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artistic works
- Author’s life plus 70 years - File through common law or federally |
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Trademarks
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fanciful marks (never generic)
- Indefinite (can last forever) - File through common law, state, or federally |
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Cyber Squatting
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attempting to use or sell a domain name to a person who already has the rights to that name. Can be sued or sent to WIPO
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WIPO (World Intellectual Property Organization)
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wipes the offending site off the Internet
- Does not award monetary damages - Does not award criminal sanctions - Turns domain name over successful plaintiff |
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Fair Use Doctrine
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- Look at these four areas to see if you are using copyrighted material inappropriately
- Purpose of the copying - Nature of the copyrighted work - Amount of the copied material in relation to the work as a whole - Impact/effect of the use on the market - Teacher can make copies of anything but not a whole textbook, can’t impact market |
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Contract will end if:
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- Illegal
- Performing party goes bankrupt - Statute of limitations has been reached - It becomes impossible to perform |
