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| Specifically stated in a contract |
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| something has to happen for the contract |
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| A buyer buying a home and the buyer is required to get financing |
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| an example of condition precedent |
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| substantial performance doctrine |
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Definition
i.e. construction contract- builder gets some money for the substantial performance.
1) reasonable close
2) good faith |
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| if the buyer is not satisfied they can receive return based on qualification as subject or objective |
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taste or fancy (artwork or food)
They do not have to pay if not personally satisfied |
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particular date- important? (be done by this date)
might be time of the essence |
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| 2 ways agreement can be discharged |
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Definition
1) agreement of both parties
2)operation of law
A) statute of limitation
B) Bankruptcy
C) impossibility |
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| They want money amount that will make the victim whole |
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damages due to breaking of contract that are not directly towards contract
Hadley vs. Baxendale
Hadley v. Baxeridale |
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Consequential damages
In favor of Baxendale (profit loss was not foreseeable) |
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awarded consequential damages
for tips and lost wages (pizza delivery car was a stolen car) |
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| can not collect damages if plaintiff could not mitigate it . Mitigate- reasonable effort to make loses as small as possible |
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| not associated with an economic loss (not collectable) |
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| not recoverable in contract case (only court) |
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agree to in advance of breeching a contract
*amount must be reasonable
ex. prenuptial agreement |
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Definition
(other than money)
Specific Performance- complete task
Injunction- order not to do something |
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Definition
1 owner
separate "accounting" entity
income on personal tax forms
total liability for debt |
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Definition
Uniform Partnership Act
Contracts agreed to by parties supersede UPA
easy in and easy out
Little government interference
Partner can be held for partnership debts
Profits/losses divided evenly
contracts can be made by any partner
Partnership rights are not inheritable |
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Term
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Definition
at least one person is the general partner (responsible for all unpaid debts)
Other partner is liable for only there investments |
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Limited Liability Partnership
LLP |
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Definition
regular general partnership which has filed with the state office & individual partners can not be held responsible for unpaid tort debts
still liable for contract debts |
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Term
____% Businesses are corporations
_____% gross product |
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Definition
10% of businesses are _______ and have
90% _____ ________ |
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| Uniform Business corporation code |
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Definition
| Based on Delaware's laws regarding Corporations |
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Definition
"interna and external" directors
vote on decisions for company and write bylaws |
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"interna and external" directors
vote on decisions for company and write bylaws |
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Definition
| (top) are actual employees (paid constantly) can be a shareholder and director |
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Definition
Articles of Incorporation
basics
1) name of corporation
2)nome of incorporators |
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Definition
| Debt instrument (company is borrowing money) |
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Definition
| equity instruments, ownership, companies don't have to pay it back |
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| common shares of stock and preferred shares |
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Definition
| No guarantee, but preferred shares have priority (dividend amount stated) |
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Definition
| pay out determined by directors (no guarantee, but predictable) |
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Definition
| pay out determined by directors (no guarantee, but predictable) |
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Definition
| pay out determined by directors (no guarantee, but predictable) |
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Definition
does not increase shareholder wealth
2-1 stock dividend on steriods |
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Definition
given more stock
does not effect shareholder wealth |
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| pay out determined by owners (money) |
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| liability for failure to act in a reasonable fashion. No liability for simple errors in "business judgement" |
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| duties of directors and officers |
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Definition
| fiduciary: exercise reasonable care |
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Term
| what type of lawsuit do shareholders have |
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Definition
| derivative action suit the _____ are the plaintiffs |
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Term
| sub chapter s corporation |
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Definition
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| Limited Liability Company (LLC) |
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Definition
No limit # of members
member interest transferable
can have management duties
No corporate income tax |
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Term
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Definition
| person who represents another entity |
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Term
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Definition
1) Servant (employer and employee) master-servant
2) indépendant contracter
-not subject to immediate control (ex. real estate agents) |
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Definition
| writing express authority |
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| not binding to a 3rd person |
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Definition
| illusion of authority that the principal did (or did not) give |
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Definition
the retroactive approval of an unauthorized transaction
principal says the agent can go ahead and continue to do what they were doing |
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| Tort Liability of the principal for acts of the agent |
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Definition
responde at superior
Superior has to respond to a tort committed by agent |
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| course & scope of employment |
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Definition
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Term
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Definition
| job related, or negligent hiring, or negligent supervision (usually not regarded in course & scope) |
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Term
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Definition
at will- any time
term- can be terminated, but must compensate |
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Definition
1)land, building, plants, mineral rights, air rights
2) fixtures- was personal property, but has been attached to real property |
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Definition
| normal type of ownership people have |
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Definition
| owner- meg (life)-remainder person |
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Definition
most common
All owners- don't have to be related
don't have to have equal proportions
rights are inheritable |
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Term
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Definition
dont have to be related
equal proportions
not inheritable
acquire it at the same time |
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Definition
married
equal
can not sell their 50% interest |
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Definition
| guarantee you good title (if not, get payed for damages) |
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Definition
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Definition
mortgages & conveyances- filed in court house
A sells B, B doesn't file, A sells to C, and C files first and in good faith, C gets property |
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Definition
| Results from possession (have it long enough, it's yours) |
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| make use of another's property |
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neighbor covenant
includes in deed for subdivision |
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| a word or design used by a merchant to identify its goods and distinguish them from others |
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Definition
1) state registration
2)common law (recognizes them for free)
3)federal registration |
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Definition
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Definition
1) infringement- the likelihood of confusion
2) dilution- lessoning the capacity of a "famous" mark to identify and distinguish goods or services |
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Definition
if some used name prior to becoming a trademark,
they can keep it within their market |
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misappropriate name without their consent to have commercial gain
ex. sell to trademark owner |
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| no money damages, just the site |
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Definition
the protection for a limited a limited time of what the constitution describes as "writings of authors"
an original work in a tangible medium |
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| life + 70 years (corp. 95) |
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Definition
1) registration with copyright office
2) no registration under common law |
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Definition
1) purpose
2)Nature
3) Amount
4) effect on market |
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Definition
| No limit to time rule ends |
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Definition
| promoting progress of science |
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Definition
| registrar with u.s. patent office |
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| how long does a patent last |
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Definition
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Definition
must be
1) Novel (wow)
2) useful
3) non-obvious and new |
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