Term
Chapter 19 - Page 431
Corporation |
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Definition
Legal entity created and recognized by state law.
Corporations are recognized as a person. |
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Term
Chapter 18 - Page 428
LLLP:
Limited Liability Limited Partnership |
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Definition
Liability of all partners is limited to the amount of their investments in the firm.
Differs from a limited partnership in that a general partner in a LLLP has the same liability as a limited partner in a limited partnership. |
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Term
Chapter 18 - Page
Novation - Pre-existing Contracts |
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Definition
Substitution by agreement of a new contract for a new contract for a new one with the rights under the old one being terminated.
(substitution of a new person who is responsible for the contract) |
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Term
Chapter 18 - Page 419
Default Tax for LLC
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Definition
A LLC that has 2 or more members can choose to be tax as partnership or corporation.
IRS automatically taxes it as partnership. |
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Term
Chapter 18 - Page 418
LLC Formation document |
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Definition
Chapter 18 - Page 418
Articles of organization must be filed with a central state agency usually the secretary of state office. |
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Term
Chapter 17 - Page
Implied covenent of good faith and fair deal. |
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Definition
General presumption that the parties to a contract will deal with each other honesty and in good faith. So as to not destroy the right of the other party or parties to receive the benefits of the contract.
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Term
Chapter 17 - Page 407
Primary area of Law that governs Franchises
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Definition
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Term
Chapter 17 - Page
Relevance of Statute of Frauds in Partnership Law |
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Definition
A state statute under which certain types of contracts must be in writing to be enforceable. |
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Term
Chapter 17 - Page
Relevance of Statute of Frauds in Partnership Law |
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Definition
A state statute under which certain types of contracts must be in writing to be enforceable. |
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Term
Chapter 17 - Page 397
Essential Elements to form a Partnership |
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Definition
There are 3 essential priovided by the UPA (uniform partnership act):
1. Sharing profits or losses
2. Joint owenership of the business
3. Equal right to be involved in the management of the business
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Term
Chapter 17 - Page 398
How partnerships are distinct Entity |
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Definition
A majority of the states follow the UPA and treat a partnership as an entity for most purposes they can sue and be sued. |
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Term
Chapter 17 - Page
How Sale Propietors are taxed. |
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Definition
| Pays only personal income taxes on the business profits which are reported as personal income on the propietors personal income tax return. Also allowed to create retirement account tax excempt until funds are whitdrawn. |
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Term
Chapter 15 - Page
Safe Harbor
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Definition
| Safe Harbor gives ISP's (Internet Service Providers) immunity from liability for supplying information to the FTC (Federal Trade Commision) concerning possible unfair or deceptive conduct in foreign jurisdictions. |
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Term
Chapter 15 - Page
Copyright Infringement (Digital) |
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Definition
| Whenever a party downloads software or music into a computer's ramdon access memory or RAM without authorization a copyright is infringed. |
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Term
Chapter 15 - Page
When its permisible to use a trademark on a website. |
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Definition
| Reasonable necessary without suggesting the owner authorized or sponsored, or with authorization. |
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Term
Chapter 15 - Page
Meta Tags |
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Definition
| Are key words that are inserted into the HTML (hypertex markup language) code to tell internet browser specific information about a web page. |
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Term
Chapter 14 - Page
Theft of Trade Secrets |
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Definition
| Stealing confidential business data by industrial espionage, such as by tapping into a competittor's computer, with any violation still a crime. |
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Term
Chapter 14 - Page
First Sale Doctrine |
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Definition
| Under this doctrine, once a copyright owner sells or gives away a particular copy of work the copyright owner no longer has the right to control the distribution of that copy. |
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Term
Chapter 14 - Page
Generic Use |
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Definition
| Generic terms that refer to an entire class of products, such as bicycle and computer. For intance aspirine and thermos. |
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Term
Chapter 14 - Page
Trademark Dilution |
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Definition
| Dilution protects distinctive or famous trademarks from certain unauthorized uses even when the use is on noncompeting goods or is unlikely to confuse. |
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Term
Chapter 14 - Page
Fair Use |
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Definition
In certain circumstances a person or organizations can reproduce copyrighted material without paying royalties.
(teacher copies to students) |
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Term
Chapter 14 - Page
Copyright Infringement |
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Definition
| Whenever the form or expression of an idea is copied. Even if is not exactly the same, if a substantial part is reproduced Copyright has been infringed. |
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Term
Chapter 14 - Page
License (Ch 14 Context) |
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Definition
| Agreement or contract permitting the use of a trademark, copyright, patent or trade secret for certain purposes. |
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Term
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Definition
| Indicate part or all of a business' name generally related to a business and its goodwill. |
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Term
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Definition
| Refers to the image of a product, can include all or part of the total image. |
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Term
Chapter 14
Trademark
Infringement |
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Definition
| Whenever the trademark is copied to a substantial degree or use in its entirety by another intentionally or unintentionally. |
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Term
Chapter 14
Certification Mark |
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Definition
| Used by one or more persons, other than the owner, to certify the region, materials, mode or manufacture quality or other characteristics. |
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Term
Chapter 14 - Page 324
Service Mark |
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Definition
A trademark that is used to distinguish the services (rather than the products) of one person or company from those of another.
Like airlines |
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Term
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Definition
Invisible files that computers, smartphones and other mobile devices create to track a user's Web browsing activities.
Provided detailed information to marketers about an individual's behavior and preferences, which is then used to personalize online services. |
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Term
Chapter 17- Page 408
The Franchise Rule
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Definition
Requiere the following:
- Written (or electronically recorded) disclosures
- Reasonable basis for any representations
- Projected Earning figures
- Actual data
- Explanation of terms
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Term
Chapter 18 - Page 419
Federal Jurisdiction of purposes-diversity of default for dividing profits. |
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Definition
Under the federal jurisdiction statute, a corporation is deemed to be a citizen of the state where it is incorporated and mantains its principal place of business.
The state citizenship of an LLC may come into play when a party sues the LLC based on diversity of citizenship. |
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Term
Chapter 18
Default for dividing profits in a LLC |
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Definition
Profits are split annually at the end of the company's fiscal year. Splitting up profits between members is called an allocation. Profits and losses are allocated by default in the same ratio as each member's ownership interest. |
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Term
Chapter 19
Not for Profit. |
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Definition
Example: private hospitals, educational institutions. |
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Term
Chapter 19
Privately Held Corporations |
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Definition
Shares are held by members of a family or by relatively few persons.
Also called close corporations, closely held or family.
Owned either by non-governmental organizations or by a relatively small number of shareholders or company members which does not offer or trade its company stock (shares) to the general public on the stock market exchanges, but rather the company's stock is offered, owned and traded or exchanged privately. |
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Term
Chapter 19
Closely Held Corporations |
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Definition
Company that has only a limited number of shareholders; its stock is publicly traded on occasion but not on a regular basis. These entities differ from privately owned firms that issue stock that is not publicly traded. |
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Term
Chapter 19
Public Corporation |
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Definition
Formed by the goverment to meet some political or governmental purpose |
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Term
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Definition
Corporations whose shares are publicly traded in a securities market.
Example: NASDAQ
Most corporations are private but serve a public purpose. Example: electric company |
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Term
Chapter 19
Domestic Corpotation |
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Definition
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Term
Chapter 19
Foreign Corporation |
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Definition
| Formed in one state but doing business in another. |
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Term
Chapter 19
Alien Corporation |
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Definition
| Corporation formed in another country like Mexico but doing business in USA. |
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Term
Chapter 19-Page 440
Ultra Vires Act |
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Definition
Means Beyond the Power.
Acts of a corporation that are beyond its express or implied powers |
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Term
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Definition
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Term
Chapter 19
De Facto Corporations |
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Definition
A business that has not completed all of the legal steps to become a corporation will be treated as a corporation by the court to shield the directors, officers, and shareholders who in good faith thought they were operating the business as a duly formed corporation. |
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Term
Chapter 19 - Page 439
De Jure Corporations |
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Definition
Business that has fulfilled its requirements for formation according to the regulations for earning a state charter. De jure, meaning "a matter of law," indicates that the company has been fully and legally chartered, and is therefore entitled to do business. |
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Term
Chapter 19 - Page 445
Rights of Directors
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Definition
Directors must have the right to function in that position:
- Right to Participation: participate in all board meetings
- Right of Inspection: Can access corporation books
- Right to Indemnification: Reimbursement
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Term
Chapter 19 - Page 447
Business Judgement Rule |
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Definition
A corporate director or officer will not be liable to the corporation or to its shareholders for honest mistakes of judgement and bad business desicions.
Applies as long as the director:
- Took reasonable steps to become informed about the matter
- Had a rational basis for her or his decision
- Didnt have a conflict of interest between her or his personal interest and that of the corporation
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Term
Chapter 19 - Page 446
Duties of officers and Directors |
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Definition
Duty of Care
Duty to make informed Decisions
Duty to Exercise Reasonable Supervision
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Term
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Definition
| A relationship between two parties in whichone party (the agent) agrees to represent or act for the other (the principal) |
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Term
Chapter 20 - Page 472
Agent Vs. Principle |
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Definition
Agent principle relationship is fiduciary- based on trust.
Each party owes the other the duty to act with the utmost good faith. |
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Term
Chapter 20 - Page
Employee Vs. Independent Contractor |
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Definition
Employee: Person who works for an employer for a salary or for wages.
Independent Contractor: One who works for and receives payment from, an employer but whose working conditions and methods are not controlled by the employeer.
Is not an employee but may be an agent. |
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Term
Chapter 20 - Page 470
Agency by Agreement |
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Definition
Most agency relationships are based on an express or implied agreement that the agent will act for the principal and that the principal agrees to have the agent so act.
Written or Oral agreement. |
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Term
Chapter 20 - Page 471
Agency by Estoppel |
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Definition
| Arise when a principal negligently allows an agent to exercise powers not granted to the agent, thus justifying others in believing that the agent possesses the requisite agency authority |
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Term
Chapter 20 - Page 470
Agency by Ratification |
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Definition
if the principal approves or affirms that contract by word or by action, an agency relationship is created by ratification. |
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Term
Chapter 20 - Page 471
Agency by Operation of Law |
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Definition
May occur in family relationships, when a spouse purchases certain basic necessaries and charges them to the other spouse's account.
May also occur in emergency situations.
Example: railroad engineer may contract on behalf of his or her employer for medical care for an injured motorist hit by the train. |
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Term
Chapter 20 - Page 472
Duties Owned in an Agency |
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Definition
In a fiduciary each party owes duty to act in goodfaith.
Agent owes the principal 5 duties:
Performance, notification, loyalty, obedience and accounting.
Principal owes the agent:
Compensation, Reimbursement and Indemnification, Cooperation and Safe working conditions |
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Term
Chapter 20 - Page 473
Compensation |
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Definition
| When a principal request services from an agent, he expects payment, so principal has the duty to pay agent for services rendered. |
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Term
Chapter 20 - Page 473
Cooperation |
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Definition
| A principal has a duty to cooperate with the agent and to assist the agent in performing his or her duties. |
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Term
Chapter 20 - Pag 473
Reimbursement and Indemnification |
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Definition
| Principal must reimburse the agent for any funds disbursed at the principal request, or for any expenses incurred in the course of the reasonable performance of duties. |
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Term
Chapter 20 - Page 484
Agency Termination |
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Definition
May be terminaterd by an Act of the parties or by operation of law.
Act of the parties: Lapse of time, Purpose Achieved, Ocurrence of a specific event, Mutual agreement, termination by one party (revocation will be by principal- renuntiation by the agent) |
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Term
Chapter 26 - Page 578
Real Property |
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Definition
| Land and everything attached to it, such as foliage and buildings. |
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Term
Chapter 26 - Page 578
What make it Real Property |
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Definition
Land and Structures
Airspace and Subsurface Rights
Plant Life and Vegetation |
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Term
Chapter 26 - Page 579
Fee Simple Absolute |
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Definition
| potentially infinite in duration and is assigned forever to a person without limitation or condition. The owner has the rights of exclusive possesion and use of the property. |
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Term
Chapter 26 - Page 582
Profit |
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Definition
| The right to go onto land owned by another and take away some part of the land itself or some product of the land. |
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Term
Chapter 26 - Page 580
Life Estate |
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Definition
| Estate that last for the life of some specified individual. |
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Term
Chapter 26 - Page 590
Eminent Domain |
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Definition
The government has an ultimate owenership right in all land in the united states.
Also known as Condemnation Power of government. |
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Term
Chapter 26 - Page 580
Join Tenancy |
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Definition
| Two or more persons owns and undivided interest in the property, but deceased joint tenant's interest passes to the surviving joint tenant or tenants. |
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Term
Chapter 26 - Page 580
Tenancy in Common
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Definition
| Form of co-owenership where 2 or more persons owns an undivided interest in the property, on the death of a tenant in common the interest passes to family. |
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Term
Chapter 26 - Page 581
Tenancy at Will
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Definition
| Either party can terminate the tenancy without notice. |
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Term
Chapter 26 - Page 581
Periodic Tenancy |
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Definition
| The lease doesnt specify how long it is to last but does specify that rent is to be paid at certain intervals. |
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Term
Chapter 26 - Page 581
Fixed Term Tenancy |
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Definition
| Also called tenancy for years, created by an express contract stating the property is leased for specified period of time (months-years) |
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Term
Chapter 26 - Page 582
Easement |
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Definition
The right of a person to make limited use of another person's real property without taking anything from the property.
walk across another's property for example. |
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Term
Chapter 26 - Page 583
License |
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Definition
Revocable right of a person to come onto another person's land .
Example: movie ticket |
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Term
Chapter 26 - Page 586
Deeds |
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Definition
Possesion and title to land are passed from a person to person by means of a deed.
Deeds must include:
name of grantor and grantee
Words evifencing the intent to convey
Legally sufficient description of the land
grantor's signature
Delivery of the deed |
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Term
Chapter 26 - Page 587
Special Warranty Deeds |
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Definition
| Also known as Limited warranty deed, warrants only the grantor held good title during the ownership of the property. |
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Term
Chapter 26 - Page 587
Warranty Deeds |
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Definition
| Makes the greatest number of warranties and provides the most extensive protection against defects of title. |
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Term
Chapter 26 - Page 587
Quitclaim Deed |
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Definition
| Offers the least protection against defects on title. |
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Term
Chapter 26 - Page 587
Grant Deed |
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Definition
| Simply states "I grant the property to you" |
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Term
Chapter 26 - Page 563
What government levels are involved in enviromental law?
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Definition
| Federal, State and Local governments and regulations issued by administrative agencies. |
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Term
Chapter 25 - Page 564
Relevance of Regulatory Agencies *
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Definition
All federal agencies must take enviromental factors into consideration when making significant decisions.
State and local agencies play an important role in enforcing federal environmental legislation.
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Term
Chapter 25 - Page 564
Environmental Impact Statements (EIS)
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Definition
An Environmental Impact Statement must be prepared for every major (substanctial money involved) federal action that significantly affects the quality of the environment. Must analize:
- The impact on the environment that the action will have
- Any adverse effects on the environment and alternative actions that might be taken
- Any irreversible effects the action might generate
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Term
Chapter 25 - Page 566
Maximun Achievable Control Technology (MACT)
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Definition
| Clean Air Act requieres major new sources to use pollution-control equipment that represents the maximun achievable control technology, or MACT to reduce emissions. The EPA issues guidelines as to what equipment meets this standard. |
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Term
Chapter 21 - Page 495
Family Medical Leave Act
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Definition
Allow employees to take time off work for family or medical reasons.
FMLA doesnt supersede any state or local law that provides more family leave protection.
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Term
Chapter 21 - Page 496
The Occupational Safety and Health Act (OSHA)
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Definition
| At federal level is the primary legislation protecting employees' health and safety at workplace |
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Term
Chapter 21 - Page 496
State Workers' Compensation Laws
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Definition
Establish an administrative procedure for compensating workers injured on the job.
domestic workers, agricultural, temporary employees and transportation are excluded but minors are covered.
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Term
Chapter 22 - Page 508
Disparate-impact discrimination treatment
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Definition
Occurs when a protected group of people is adversely affected by an employer's practices, procedures, or tests, even though they do not appear to be discriminatory.
There are two ways of providing that disparate-impact discriminations exist:
- Pool of Applicants: Comparing workforce to pool of qualified people in local market
- Rate of Hiring: Comparing the selection rates of whites or nonwhites regardless the racial balance in workforce
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