Shared Flashcard Set

Details

MGT 350
Business Law
37
Management
Undergraduate 2
12/07/2010

Additional Management Flashcards

 


 

Cards

Term
Advantages of Sole Proprietorship
Definition

1. easy, little cost

2. owner makes all management decisions

3. owner has right to all profits

4. easily transfered or sold

Term
General Partnership Formation
Definition

1. General name

2. General Partnership Agreement

-2 or more people

-carrying on business

-as co-owners

-for profit

 

Term
Characteristics of General Partnership
Definition

1. General partnership agreement 

2. Right to participate in management 

3. Right to an accounting 

4. Right to share in profits 

5. Joint and several tort liability 

Term
Tort Liability for GP
Definition
Partners are jointly and severally liable for torts. Even if partner did not participate in act 
Term
Contract Liability for GP
Definition
Jointly liable for contracts and debts of partnership
Term
Dissolution of GP
Definition

"The change in the relationship of the partners caused by any partner ceasing to be associated in the carrying on of the business."

 

1. Sale of assets, etc

2. Satisfy claims against company

3. Profits

Term
What makes a Limited Partnership
Definition

Two types of investors:

General (manager)

Limited (investor)

Term
RULPA
Definition

Revised Uniform Limted Partnership Act

 

Set of provisions for formation, operation and dissolution of LP

Term
Forming a LP
Definition

1. Certificate of limited partnership

2. Limited Partnership Agreement

 

Term
Liability in LP
Definition

General partners have unlimited personal liability.

Limited partners have limited liability; only up to their capital contributions. 

Term
Dissolution of LP
Definition

Certicate of cancellation must be filed

liquidation of assets to:

1. creditors, including partners who were creditors

2. partners

Term
LLC
Definition

Limited Liability Company

Separate legal entity

Term
Forming an LLC
Definition

Artivles of orgnization

Operating agreement 

Certificate of interest (% of members ownership interest)

Term
Liability of LLC members
Definition
Liable for any loss or injury caused to anyone as a result of a wrongful act or omission by a member, a manager, and agent or an employee of the LLC who commits the wrongful act while acting within normal scope of business of LLC. 
Term
Liability of Managers
Definition
Managers are not reliable
Term
Member's Limited Liability for LLC
Definition
Members are owners, generally not liable for obligations to third parties past their capital contribution. Solely that of the LLC. 
Term
Management of an LLC
Definition

Member-Managed: owners manage LLC

Manager-Managed: Designate a manager. Delegate their rights to manager. Members do not have rights anymore. 

Term
Dissolution of LLC
Definition
Wrongful Dissolution- person who withdrew is liable for damages incurred because of this. 
Term
Liability in LLP
Definition

Limited Liability Partnership

All partners are limited partners who stand to lose their capital contribution if partnership fails. Not personally liable beyond contribution. 

Term
Creating an LLP
Definition
Articles of partnership with secretary of state. 
Term
Agency
Definition
Mutual consent of principal and agent. Authority to act and enter into contracts on principals behalf. 
Term
Types of Agencies
Definition

Express- most common, expressly stated, oral or written

Implied- implied agency by conduct of parties

Agency by ratification- a person misrepresents themselves as agent, and the principal accepts the unauthorized act. Agent has no liability, principal is bound to accepted act. 

Apparent- when principal creates appearance of an agency that does not really exist. Principal cannot then deny existence of relationship and is bound by contracts created by agent during that time. 

 

Term
Agency-Principals duties
Definition

Duty to compensate

Duty to reimburse and duty to indemnify

Duty to cooperate

Term
Agency-Agents Duties
Definition

Duty to perform

Duty to notify

Duty to account 

Term
Tort Liability 
Definition

Negligence: A-Y, P-Y, if agents act was committed while performing business

Intentional tort: A-Y, P-Y Motivation test; is agents motivation to promote business, P-Y Work-Related test; did act commited withint work-related time or space

Misrepresentation: A-Y, P-Y if agent made misrepresentations while acting within scope of employement

Term
Types of Agencies and Liability
Definition

Fully Disclosed-know both parties, P-Y, A-N, unless agent acted as principle or guarantees performance of contract

Partially Disclosed-agent discloses agency status, but not principal's identity, P-Y, A-Y, unless the 3rd party relieves A of liability

Undisclosed-unaware of existence of agency or principal's identity, P-Y, A-Y

Term
Determining Independent Contract Status
Definition

A person who contracts with another to do something for him who is not controlled by the other nor subject to the others right to control. 

 

If the principal (hirerer) asserts little control, the person is an independent contractor. 

 

Factors: 

length of time employed

amount of time agent works for principal

if principal supplies tools and equipment used in work

degree of skill necessary to complete work

if employer has right to control manner of complete job

Term
Termination of Agency-Acts of parties
Definition

Mutual Agreement

Lapse of time

Purpose achieved

Occurrence of a specified event

 

MLPO, Maybe Life's Purpose Overwhelms

 

 

Term
Termination of Agencies- Operations of Law
Definition

Death

Insanity

Bankruptcy of Principal

Changed Circumstances

Impossibility of Performance

 

DIBCI- Don't instigate Big Cats Indoors

Term
Forms of Title VII Actions
Definition

Disparate-Treatment: treats specific employee less favorably

Disparate-Impact: treats a class less favorably

Term
Forms required to prove discrimination
Definition

1. belong to protected class

2. applied for and was qualified for position

3. was rejected despite this

4. employer kept position open and sought applications from person with complainants qualifications

Term
FMLA
Definition

Family and Medical Leave Act

unpaid time off work for emergencies

Term
ERISA
Definition

Employee Retirement Income Security Act

Must keep records if employer offers pension plans

Term
COBRA
Definition
Consolidated Omnibus Budget Reconciliation Act Health insurance must be offered after termination
Term
ADA
Definition
Americans with Disabilities Act
Term
ADEA
Definition
Age Discrimination in Employment Act
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