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MNGT 455 Final
MNGT 455 Final
113
Management
Undergraduate 3
12/10/2011

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Cards

Term
Statue of Frauds
Definition
statue that, in order to prevent fraud through the use of perjured testimony, requires that certain kinds of transactions be evidenced in writing in order to be binding or enforcable
Term
A written contract is required when performace cannot be performed within _________.
Definition
1 year
Term
What is a part performance exception?
Definition
It exists to validate an oral agreement not performable within 1 year.
Term
Is the statue of frauds applicable if the contract may be terminated at will by either party?
Definition
No
Term
Can an oral contract supercede a written contract?
Definition
Yes
Term
All contracts to sell land, buildings, and mortgages must be in ____________?
Definition
writing
Term
The sale of goods over $_____ must be in writing.
Definition
$500
Term
Parol Evidence Rule
Definition
Rule that prohibits the introduction into evidence of oral or written statements made prior to or contemporary with the execution of a complete written contract in the absence of clear proof of fraud causing the omission of the statement in question
Term
If a written contract is ambiguous may parol evidence rule be admitted?
Definition
Yes
Term
When a party claims to have been fraudulently induced by the other to enter into a contract does the parol evidence rule provide proof to the fraud?
Definition
No
Term
T/F:  The parol evidence rule prohibits only the contradiction of a complete written statement.
Definition
True; it does not prohibit proof that the contract was thereafter modified or terminated.
Term
Incorporation by Reference
Definition
contract consisting of both the original or skeleton document and the detailed statement that incorporated it
Term
T/F:  The hand written part of a contract always prevails.
Definition
True
Term
Condition
Definition
Stipulation or prerequisite in a contract, will, or other instrument
Term
Condition Precedent
Definition
event that if unsatisfied would mean that no rights would arise under a contract
Term
Conditions Subsequent
Definition
event whose occurrence or lack there of terminates a contract
Term
T/F: An offer to perform is known as a tender.
Definition
True
Term
Substantial Performance
Definition
equitable rule that if a good-faith attempt to perform does not precisely meet the terms of the agreement, the agreement will still be considered complete if the essential purpose of the contract is accomplished.
Term
Recission
Definition
action of one party to a contract to set the contract aside when the other party is guilty of a breach of contract
Term
Substitiution
Definition
substitution of a contract between the same parties
Term
Accord and Satisfaction
Definition
agreement to substitute for an existing debt some alternative form of discharging that debt
Term
Waiver
Definition
release or relinquishment of a known right or objection
Term
To constitute accord and satisfaction there must be what three characters?
Definition
1: bona fide dispute 2: proposal to settle dispute 3: performance of the agreement
Term
To establish impossibility a party must show what three conditions?
Definition
1: the unexpected occurrence of an intervening act 2: the risk of the unexpected occurrence was not allocated by agreement or custom 3: the occurrence made the performance impossible
Term
Is a contract discharged if the matter is destroyed through no fault of either party?
Definition
Yes
Term
What physical conditions eliminate a contract?
Definition
disability, illness, death
Term
UCC
Definition
Uniform Commercial Code
Term
force majeure
Definition
uncontrollable event clauses
Term
Do Acts of God terminate a contract?
Definition
No
Term
Operation of Law
Definition
attaching of certain consequences to certain facts because of legal principles that operate automatically as contrasted with consequences that arise because of voluntary action of a party designed to create those consequences.
Term
bankruptcy
Definition
procedure by which one unable to pay debts may surrender all assets in excess of any exemption claim to the court for administration and distribution to creditors, and the debtor is given a discharge that releases him from the balance due on most debts
Term
Time limit on bringing suit for an oral contract
Definition
2-3 years
Term
anticipatory breach
Definition
promisor's repudiation of the contract prior to the time that performance is required when such repudiation is accepted by the promisee as a breach of contract
Term
anticipatory repudiation
Definition
repudiation made in advance of the time for performance of the contract
Term
T/F: a party making an anticipatory repudiation may retract or take back the repudiation if the other party has not changed position.
Definition
True
Term
Reservation of rights
Definition
assertion by a party to a contract that even though a tendered performance is accepted, the right to damages for nonconformity to the contract is reserved.
Term
Remedies for anticipatory repudiation
Definition
1:do nothing 2:contract broken, file suit 3:offer to cancel contract
Term
What is the regular remedy for a breach of contract?
Definition
monetary damages
Term
specific performance
Definition
the court will order that the contract be carried out
Term
compensatory damages
Definition
sum of money that will compensate an injured plaintiff for actual loss
Term
nominal damages
Definition
Small amount just because contract was violated with no actual loss
Term
punitive damages
Definition
compensation in excess of actual damages, also called exemplary damages
Term
Consequential damages
Definition
damages the buyer experiences as a result of the seller's breach with respect to a third party, also called special damages
Term
Mitigate damages
Definition
stop further damages from occurring
Term
injunction
Definition
order of a court of equity to refrain from doing or do a specified act.
Term
If $ is an inadequate remedy
Definition
special specific performance
Term
Liquidated Damages
Definition
provision stipulating the amount of damages to be paid in the event of breach of contract
Term
Is each party responsible for attorneys fees?
Definition
YES, or Gothard is a Loser...
Term
Exculpatory Clause
Definition
provision in a contract stating that one of the parties shall not be liable for damages in case of breach
Term
special agent
Definition
agent authorized to transact a specific transaction or to do a specific act.
Term
general agent
Definition
agent authorized by the principal to transact all affairs in connection with a particular type or business
Term
universal agent
Definition
agent authorized to do all acts that can lawfully be delegated to a representative
Term
apparent authority
Definition
only the appearance of authority exists
Term
apparent authority
Definition
only the appearance of authority exists
Term
Three ratification conditions
Definition
1:agent acts on behalf of pricipal
2:principal must have been capable of authorizing the act
3:principal must have full knowledge of material facts
Term
T/F: A written agreement is needed for a partnership to exist?
Definition
False
Term
Can a partner be considered an employee of the partnership?
Definition
No
Term
Three characteristics of a partnership
Definition
1:voluntary, consensual relationship
2:partners' contribution of capital/services
3:partners are co-owners who are in business to make a profit
Term
unincorporated association
Definition
combination of two or more persons for the furtherance of a common nonprofit purpose
Term
Prohibited one-sided transactions in a partnership.
Definition
Cessation of Business, suretyship, arbitration, confession, assignment of creditors, personal obligations
Term
Three duties of partnership
Definition
1:Good Faith
2:Obedience
3:Other Duties
Term
Rights of partners
Definition
Management, book inspections, share of profits, compensation, repayment of loans, payment of interest, contribution, & distribution of capital
Term
Dissolution
Definition
change in relationship of the partners caused by any partner ceasing to be associated in the carrying on as distinguished from the winding up of the busness
Term
Dissolution by acts of parties:
Definition
agreement, expulsion, alienation of interest, withdrawal
Term
Dissolution by operation of law
Definition
death, bankruptcy, illegality
Term
Dissolution by decree of court
Definition
insanity, incapacity, misconduct, impracticability, lack of success, equitable circumstances
Term
Corporation
Definition
artificial being crated by a government grant, which for many purposes is treates as a natural person
Term
What are debts of a corporation?
Definition
debts of the artificial person, not the persons running the corporation or the shareholders.
Term
Public Corporation
Definition
corporation that has been established for governmental purposes and for the administration of public affairs.
Term
Private Corporation
Definition
corporation organized for charitable and benevolent purposes or for the purposes of finance, industry, and commerce.
Term
quasi-public corporation
Definition
private corporation furnishing services on which the public is particularly dependent, for example, gas and electric company
Term
domestic corporation
Definition
corporation that has been incorporated by the state in question as opposed to incorporation by another state
Term
Close Corporation
Definition
corporation whose shares are held by a single shareholder or a small group of shareholders
Term
How many shareholders is a Subchapter S corporation limited to?
Definition
75
Term
eleemosynary corporation
Definition
corporation organized for a charitable or benevolent purpose
Term
Police Power
Definition
power to govern
Term
bylaws
Definition
rules and regulations enacted by a corporation to govern the affairs of the corporation
Term
Ultra Vires
Definition
act or contract that the corporation does not have authority to do or make
Term
promoters
Definition
persons who plan the formation of the corporation and sell or promote the idea to others
Term
T/F: A corporation is always liable on a contract made by its promoter
Definition
False
Term
incorporator
Definition
one or more natural persons or corporations who sign and file appropriate incorporation forms
Term
What is required on the application for incorporation?
Definition
1:Name of Corporation
2:# of shares it is authorized to issue
3:address/name of initial agent
4:name and address of each incorporator
Term
Elements of a de facto corporation
Definition
1:valid law exists which corporation could have been incorporated
2:good faith effort to organize corporation
3:genuine attempt to organize with statutory requirements
4:corporate powers have been used
Term
Consolidation
Definition
combining of two or more corporations by which a new corporation exists and previous cease to exist
Term
Merger
Definition
combining of corporations in which one absorbs the other and continues to exist
Term
Conglomerate
Definition
relationship of parent corporation to subsidiary corporations engaged in diversified fields of activity.
Term
Chapter 7 Bankruptcy
Definition
liquidation of bankruptcy in a process of converting property into money
Term
Who is Chapter 7 Bankruptcy available to?
Definition
individuals, partnerships, and corporations
Term
Chapter 11 Bankruptcy
Definition
reorganization form without liquidation
Term
Chapter 13 Bankruptcy
Definition
proceeding of consumer debt readjustment plan
Term
Chapter 13 Bankruptcy
Definition
proceeding of consumer debt readjustment plan
Term
Chapter 13 requirements: unsecure, secure, and income requirements
Definition
Unsecure debts under $336,900, Secure debts under $1,010,650, regular income
Term
Voluntary bankruptcy
Definition
proceeding in which the debtor files petition for the relief
Term
Means Test
Definition
a court can dismiss an individuals petition for bankruptcy
Term
T/F: Debtors are required to undergo credit counseling within 180 days prior to declaring bankruptcy
Definition
True
Term
Involuntary Bankruptcy
Definition
proceeding in which a creditor files the petition for relief
Term
T/F: Nonprofit organizations are exempt from involuntary bankruptcy
Definition
True
Term
T/F: Nonprofit organizations are exempt from involuntary bankruptcy
Definition
True
Term
automatic say
Definition
order to prevent creditors from taking action such as filing suits or seeking foreclosure against the debtor
Term
T/F: Only individuals are eligible for Chapter 13.
Definition
True
Term
T/F: Chapter 13 can be filed as an involuntary bankruptcy
Definition
False
Term
Order of relief
Definition
Creditors are to go through bankruptcy court in order to recover losses (if possible)
Term
Trustee in Bankruptcy
Definition
becomes owner of all debtor's property in excess of the property to which the debtor is entitled under exemption laws
Term
preferences
Definition
transfers of property by a debtor to one or more specific creditors to enable these creditors to obtain payment for debts owed
Term
insolvency
Definition
excess of debts and liabilities over assets, or inability to pay debts as they mature.
Term
balance sheet test
Definition
comparison of assets to liabilities made to determine solvency
Term
claim
Definition
creditor's right to payment
Term
Tenancy for years depicts a tenancy for ________ up to ____________.
Definition
6 months/10 years
Term
Periodic Tenancy
Definition
tenancy that continues indefinitely for a specified rental period until terminated; month to month tenancy
Term
tenancy at sufferance
Definition
lease agreement in which the tenant occupies the property at the discretion of the landlord
Term
constructive eviction
Definition
requires the establishment of conditions so awful that a tenant is forced to leave.
Term
T/F: The landlord has the duty to seek to mitigate damages caused by the tenants breach of contract
Definition
True
Term
T/F: The landlord has the duty to seek to mitigate damages caused by the tenants breach of contract
Definition
True
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