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61 Cards in this Set
- Front
- Back
- 3rd side (hint)
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Agency
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One person acts for another
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One of the building blocks of Corporate law.
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What ways can an agent appear to be authorized by the principal?
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1-Actual Authority
2-Apparent Authority 3-Ratified Authority |
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A principal purposefully gives the agent certain power
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Actual Authority given to an agent
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Why would a franchiser want a franchisee to have sole proprietorship?
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to avoid vicarious liability
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The sole proprietorship is similar to an independent contractor. The franchisor must be careful to ensure the sole proprietor does not act as an agent of the franchise.
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How is the Federal Trade Commission involved with franchises?
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Requires franchisors to make disclosures to franchises. Information can include sales, litigation, bankruptcies, fees, estimates of costs, how many franchises have gone out of business recently, etc.
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What type of business entity can you just fall into without an agreement or form?
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A General Partnership
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If you are acting like partners then the law will treat you like partners
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What happens if there is no partnership agreement for a general partnership?
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The general partnership will then be governed by UPA (Uniform Partnership Act) or the Revised Uniform Partnership Act
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How does a general partnership change or add a new partner under the Revised Uniform Partnership Act?
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They must have unanimous approval
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In a general partnership, can one partner's signature bind the other partners to a contract?
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Yes, because partners are agents of each other and the partnership
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What happens if a plaintiff sues the partnership and only names a some of the partners?
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The partnership and the named partners will be held initially responsible. The partners held responsible will then seek contribution from the remaining partners for their portion of liability.
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What is the difference between a partnership property and partnership interest?
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Partnership property is the property contributed to the partnership and is owned by the partnership. The interest is when the partner contributes property and therefore has an interest
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In order to sell partnership property, under RUPA, there must be a unanimous agreement between partners
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An association of two or more persons to carry-on as co-owners for a business for profit
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Uniform Partnership Act of 1914
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Another term for a general partnership liquidation?
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Winding Down
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Certificate of Limited Partnership
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Public document filed for a Limited Partnership. The name of the LP must be on the document
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In general, a limited partner's last name cannot be part of the name of the limited partnership.
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What are the different types of public documents?
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Articles of Organization (LLC)
Registered Limited Liability Partnership (LLP) Certificate of Limited Partnership (LP) Statement of Partnership Agreement (General Partnership) Business License (Sole Proprietorship) |
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Public document for an LLP?
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Registered Limited Liability Partnership
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Public Document for LLC?
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Articles of Organization
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Public Document for LP?
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Certificate of Limited Partnership
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Public Document for General Partnership?
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Statement of Partnership Agreement
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Public Document for Sole Proprietorship?
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Business License
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What business entities get out what they put in equally?
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Limited partner in LP
LLP and LLC and General Partnership if stated in Partnership Agreement |
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What are the aspects of negligence?
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Duty
Breach Proximate Cause Damages |
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What types of defenses can be used for negligent cases?
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Contributory Negligence
Comparative Negligence Assumption of Risk Statute of Limitations Failure to Mitigate Damages |
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Contributed to the accident as a defense for negligence?
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Contributory Negligence
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Denies damages to anyone who negligently contributed
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You took the risk?
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Assumption of Risk
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Partially responsible for the negligence?
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Comparative Negligence
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damages by the percentage of responsibility. Must be less than 50% responsible
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Who are the parties in products liability cases?
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Manufactures, seller, ultimate user of product
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A seller tells you a way to use the product that it was not originally intended...
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Warranty of Fitness
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What does employment discrimination protect against?
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race, gender, ethnicity, and age
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When is a monopoly legal?
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a monopoly is legal as long as they are acting legally
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A third person agrees to be liable for another person's debt?
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Surety
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Types of patents
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plant, utility, and design
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someone who buys a copy or copyright can resell it without liability because they now own it
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First Sale Doctrine
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Important information that may give a competitor an advantage?
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Trade Secrets
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The last name of an attorney is Chen and his company is called Chen & Associates... will Chen have to file a Fictitious Business Name Statement?
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YES because of the associates, we do know know who they are and therefore would make it difficult to sue...
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After researching information about a taxes in a certain state, what will a paralegal need to apply for for their client?
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Sales Tax Permit
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What are exclusions to workers compensation?
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1. Performing illegal activity
2. intentionally causing injury 3. going and coming rule 4.frolic and detour |
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Government's form of a tax on a service?
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Business License
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All businesses must have one
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What business entity requires for insurance or net assets?
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Limited Liability Partnership
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Can an injured worker get both a worker's compensation claim and file a civil suit?
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No. They typically can do one or the other. Usually when you file for a worker's compensation claim you give up your right to file civil suit.
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An LLP has partners that have made distributions to the company unevenly. Now they have made a profit and must distribute. Without a partnership agreement, how will the profits be distributed?
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Equally, no matter the percentage of what was contributed.
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what business entities are typically made up of professionals?
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LLP and general partnerships
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What public document is required of an LLP?
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Limited Liability Partnership Agreement
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What states protect against the acts of other partners in an LLP?
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Full shield states
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What public document is required of an LLC?
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Articles of Organization
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What business entities are protected from personal liability for the businesses debts?
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LLP, LLC, and limited partner in LP
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How can a member be held personally liable for the debt of an LLC?
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a member that provides a signature to obtain can capital can be.
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How are profits and losses distributed in LLC?
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unless stated in the operating agreement, it is based upon the percentage each member receives. Unless, like in California, there is a Uniform Limited Liability Company Act, which will disburse equally between members.
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How can a company sue for product liability?
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Negligence, breach of warranty, and strict liability
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what are the two types of breach of warranty for product liability?
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Warranty of Merchantability and Warranty for Fitness
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What is a warning defect?
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A part of the third restatement of torts. Not enough sufficient warnings or directions for a product in a product liability suit.
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What are product liability defenses?
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1. Assumption of Risk
2. Product misuse 3. Act of a third party 4. statute of limitations |
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When a person is treated less well than others because of race, color, nationality, gender, or religion is called?
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Disparate Treatment Discrimination
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were not selected despite being qualified.
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Employer discriminates against a whole class of protected people?
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Disparate Impact Discrimination
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Defenses to employment discrimination?
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1. bona fide occupational qualifications (necessary job qualification)
2. merit 3. seniority |
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A women's magazine that only has female models is an example of what type of employment discrimination defense?
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Bona Fide Occupational Qualifications
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What did Proposition 209 do in California?
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End affirmative action in California
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When is a monopoly illegal?
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if it is obtained by using illegal wrongful tactics
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Who is a third party that is secondarily liable for a person's debt?
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guaranty
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What is a secured debt?
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a debt that is guaranteed by personal property owned by the debtor
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What is given as Debtor Protection?
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1. can keep some exempt assets
2. can get accounting of his unpaid debt to verify the amount of debt is accurate |
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