Business Law Midterm 3.5

Front 1

test of whether an employ-ment relationship exists based on whether the person being paid for work is told how, when, and where to do it

Back 1

control test

Front 2

test used to establish whether a worker is an employee or inde-pendent contractor; examines whether the worker is providing services integral to the organization’s business

Back 2

organization test

Front 3

dismissal without reasonable cause or notice

Back 3

wrongful dismissal

Front 4

an amount paid to a dismissed employee rather than notice to terminate

Back 4

pay in lieu of notice

Front 5

length of notice to be given an employee to terminate an employment contract of indefinite term; determined with reference to length of service and nature of employee’s posi-tion, among other factors

Back 5

reasonable notice

Front 6

valid reason to dismiss an employee without notice

Back 6

just cause

Front 7

principle preventing an issue from being litigated again on grounds that it has already been deter-mined in an earlier trial or hearing

Back 7

issue estoppel

Front 8

principle or statute requiring equal pay for work of equal value

Back 8

pay equity

Front 9

correction of employment situations where there has been a tradition of racial or gender imbalance

Back 9

employment equity

Front 10

prejudice or bias exercised against a person or class to correct a pattern of discrimination against another person or class

Back 10

reverse discrimination

Front 11

programs intended to correct racial, gender, or other imbal-ances in the workplace

Back 11

affirmative action

Front 12

forced retirement from employment generally at 65 years

Back 12

mandatory retirement

Front 13

characteristic of bargain-ing that makes every reasonable effort to reach an agreement

Back 13

in good faith

Front 14

dispute arising between a union and employer while union is being organized

Back 14

recognition disputes

Front 15

disagreement about the terms to be included in a new collective agreement

Back 15

interest dispute

Front 16

disagreement about the meaning of a term in a collective agreement

Back 16

rights dispute

Front 17

a disagreement over who has authority; in the labour context, a dispute between two unions over which one should represent a group of employees, or over which union members ought to do a particular job

Back 17

jurisdictional dispute

Front 18

a body certified to act on behalf of a group of employees or employers

Back 18

bargaining agent

Front 19

group of employees who have been certified

Back 19

bargaining unit

Front 20

bargaining agents representing groups of employers

Back 20

employers' organizations

Front 21

procedure for set-tling disputes arising under a collective agreement

Back 21

grievance process

Front 22

workplace where new employees must join the union

Back 22

union shop

Front 23

workplace where only work-ers who are already members of the union can be hired

Back 23

closed shop

Front 24

option in collective agree-ment enabling employees to retain the right not to join the union, though they are still required to pay union dues; also known as agency shop

Back 24

Rand formula or agency shop

Front 25

provision in col-lective agreement whereby employees agree to have employer deduct union dues from payroll

Back 25

check off provision

Front 26

require-ment in collective agreement that union members pay dues and maintain their membership, though new employees need not join the union

Back 26

maintenance of membership

Front 27

action taken by the employer to prevent employees from working and earning wages.

Back 27

lockout

Front 28

the withdrawal of services by employees

Back 28

strike

Front 29

job action in which employees perform no more than is minimally required, so as to pressure an employer

Back 29

work to rule

Front 30

strikes ( initiated by employees) and lockouts ( initiated by employers)

Back 30

work stoppages

Front 31

picketing by striking employees not just of their own work-place but also of other locations where the employer carries on business

Back 31

secondary picketing

Front 32

the service an agent performs on behalf of a principal

Back 32

agency

Front 33

the right or power to act or to make a decision

Back 33

authority

Front 34

an agreement creat-ing an agency relationship between prin-cipal and agent

Back 34

agency agreement

Front 35

an agency agreement in writing and under seal

Back 35

power of attorney

Front 36

authority given to agent expressly or by implication

Back 36

actual authority

Front 37

the authority of the agent as actually stated by the principal

Back 37

expressly (stated authority)

Front 38

the authority of the agent as implied from surrounding cir-cumstances, such as the position or title given ( by the principal) to the agent

Back 38

implied (authority)

Front 39

authority as sug-gested to third party by conduct of prin-cipal; may exist even when there is no actual authority

Back 39

apparent authority

Front 40

consent to act as an agent, which is implied when there is an urgent reason

Back 40

agency by necessity

Front 41

entrusting someone else to act in one’s place; an agent normally cannot turn his responsibilities over to someone else

Back 41

delegation

Front 42

obligation to reveal all details of a transaction

Back 42

full disclosure

Front 43

a principal whose identity is concealed from the third par-ties with whom the agent is dealing; the rights and obligations of the parties depend on whether the agent makes it clear that he is representing an undis-closed principal rather than operating on his own behalf

Back 43

undisclosed principal

Front 44

the power to act as the donor’s trustee or representa-tive following the donor’s lack of capacity

Back 44

enduring power of attorney

Front 45

a corporation that owns shares in other corporations

Back 45

holding corporation

Front 46

the collaboration of sev-eral businesses to accomplish a major project

Back 46

joint venture

Front 47

the liability of the business owner or partners for all debts incurred by the business to the extent of their personal resources

Back 47

unlimited liability

Front 48

for someone to seek a remedy against all the partners, they all must be included in the original action, as there is only one cause of action.

Back 48

jointly liable

Front 49

under several liabilities, each partner can be sued separately

Back 49

severally liable

Front 50

dissolution of partnership

Back 50

giving notice to the effect, asking the court to dissolve it, partnership can dissolve on its own when it reaches the expiry date if established for a specific time period

Front 51

a corporation is a legal fiction

Back 51

corporate myth

Front 52

personal property in the form of ideas and creative work

Back 52

intellectual property

Front 53

arrangements based on con-tracts of service and the supply of prod-ucts between larger and smaller units of one organization

Back 53

franchising

Front 54

contracts used his-torically for setting up a company

Back 54

deeds of settlement

Front 55

a legislated requirement for incorporating a company in some juris-dictions in Canada

Back 55

registration

Front 56

a method of incorporat-ing used in some jurisdictions in Canada whereby the government grants recogni-tion to the company as a separate legal entity

Back 56

letters patent

Front 57

a method of incorporating based on a U. S. approach and used in some jurisdictions in Canada

Back 57

articles of incorporation

Front 58

constitu-tion of a corporation in a registration jurisdiction

Back 58

memorandum of association

Front 59

the means of acquiring funds from a large number of sources to run a corporation; an interest in a corporation held by an investor

Back 59

share

Front 60

a share with a stated value at issuance ( most shares are now no- par-value)

Back 60

par-value

Front 61

shares to which no pref-erential rights or privileges attach

Back 61

common shares

Front 62

a share interest in the indebted-ness of a corporation; often used synony-mously with debenture, though a bond is normally secured against specific assets, while a debenture is likely not

Back 62

bond

Front 63

an acknowledgment of debts by a corporation normally involving more than one creditor; often used inter-changeably with bond, but whereas a bond is typically secured against a spe-cific asset, a debenture may be unsecured or secured by a floating charge against inventory

Back 63

debenture

Front 64

corporations in which there are relatively few sharehold-ers; referred to as “ non- distributing cor-porations” in some jurisdictions

Back 64

closely held corporation

Front 65

corporations that are publicly traded on the stock mar-ket; also called distributing corporations in some jurisdictions

Back 65

broadly held corporation

Front 66

lawsuit where cer-tain shareholders are given the right to launch a civil action against the directors on behalf of an injured company; some-times called representative action

Back 66

derivative (representative) action

Front 67

information that affects share pricing that is not publicly known; directors, officers, and large shareholders, among others, cannot profit by improperly using confidential knowledge about the company

Back 67

insider knowledge

Front 68

a person who participates in the initial setting up of a corporation or who assists the corporation in making a public share offering

Back 68

promoter

Front 69

provincial agency that serves as watchdog on stock market

Back 69

securities commission

Front 70

public document disclosing relevant information about a corporation

Back 70

prospectus

Front 71

party responsible for ensuring that financial statements for an organiza-tion are properly done

Back 71

auditor

Front 72

a meeting where shareholders elect directors and vote on other important resolutions

Back 72

annual general meeting

Front 73

right of minority shareholders who are adversely affected by major changes to indicate their opposition and force the company to buy back their shares at a fair price

Back 73

dissent and appraisal

Front 74

a payment to shareholders out of company profits

Back 74

dividend