Term
| INKEEPER LIABILITY-COMMON CARRIERS |
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Definition
| VERY HIGH STANDARD OF CARE CLOSE TO STRICT LIABILITY, UNAUTHORIZED INTRUSION INTO ROOM IS TRESPASS |
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Term
| DUTY OWED ADULT TRESPASSER |
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Definition
| NO LIABILITY TO WARN OF ANY HAZARDS |
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Term
| DUTY OWED LICENCEE-SOCIAL GUEST AND FIREFIGHTER |
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Definition
| REAQUIRED TO WARN OF KNOWN HAZARDS UNLESS OBVIOUS TO LICENCEE |
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Term
| DUTY OWED INVITEE-BUSINESS, EMPLOYEES, METER READERS, ETC |
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Definition
| LIABLE TO USE REAS CARE TO INSPECT FOR HAZARDS AND CORRECT OR WARN INVITEES |
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Term
| COMMERCIAL VENDORS OF ALCHOHOL |
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Definition
| NO LIABILTIY FOR OFF PREMESIS CONSUMPTION |
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Term
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Definition
| NOT LIABLE TO CONSUMER, BUT OVERSERVING MAKES D LIABLE FOR FORSEEABLE INJURIES TO 3RD PARTIES - APPLIES TO OFFICE PARTIES "QUASI COMMERCIAL" HOST |
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Term
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Definition
| NO LIABILTY UNLESS OVERSERVES AND DOES SOMETHING ELSE LIKE LENDS CAR TO DRUNK; NO LIABILITY TO DRINKER (EVEN IF EGGED ON) |
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Term
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Definition
| P must show 1. injury would not normally occur in absense of negl; 2. operative instrumentality under D's EXCLUSIVE CONTROL |
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Term
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Definition
| IF SECOND D MAKES THINGS MUCH WORSE (SUBSTANTAIL FACTOR EXCEPTION) LOOK TO FORSEEABILTY OF D OF DAMS, WILL LESSEN BECAUSE OF COMPARATIVE FAULT AND NOT BE JOINT AND SEVERAL. FORSEEABILITY IS THE BIG ISSUE FOR EACH D |
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Term
| NEGLIGENT MISREPRESENTATION |
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Definition
| -FID DUTY USUALLY REQUIRED; NO INTENT TO DEFRAUD; FRAUDULENT CONCEALMENT |
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Term
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Definition
| NGL DESIGN OR MFGR, FAILURE TO WARN OF DEFECT IF MFG SHOULD HAVE KNOWN; HARM MUST INCLUDE ECONOMIC DAMAGE TO PERSON OR PROPERTY, PRIVITY NOT REQUIRED; IDENTIFY KKING OF SELLER; CASUAL AND USED SALES BY NON MERCHANTS ARE NOT INCLUDED; CUSS DEFENSES TO WPLA CASE: CONTRIBUTORY FAULT; USEFULE SAFE LIFE; STATUTORY OR REGULATORY COMPLIANCE, SOL - 3 YEARS FROM DISCOVERY |
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Term
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Definition
| UREASONABLE INTERFERENCE WITH PROPERTY OWNERS USE OF OWN PROPERTY; MAY BE JUST NEGL, STRICT LIABILY |
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Term
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Definition
| SUBSTANTIAL INTERFERENCE; BALANCING TEST; ACTUAL DAMAGES |
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Term
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Definition
| 1. COMING TO NUISANCE; 2. EXTRA SENSITIVE P |
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Term
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Definition
| FPID 1. UNPRIVILEDGED FALSE STATEMENT ABOUT P; 2. PUBLICIZED TO 3RD PTY; 3. WRONGFUL INTENT OR NEGL IN EXPOSING P TO HATRED, CONTEMPT, RIDICULE, OR DISCRACE THAT; 4. CREATES DAMAGES |
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Term
| DEFFAMATION; BURDEN OF PROOF OF TRUTH |
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Definition
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Term
| per se EXCEPTIONS TO DAMAGE REQUIREMENTS |
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Definition
| LUNI: LOATHSOME DISEASE; UNCHASTITY OR SERIOUS SEXUAL MISCONDUCT (ADULTERY); NOTORIOUS CRIMINAL ALLEGATION (SERIOUS FELONY - NOT JUST TO CALL A "CROOK"; INJURY IN TRADE, BUSINESS OR PROFESSION |
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Term
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Definition
| TEMP = TRUTH; EXPRESS OR IMPLIED CONSENT; MERE SUBJECTIVE OPINION; PRIVILEGE, JUDICIAL PROCEEDINGS, PUBLIC FIGURE UNLESS ACUAL MALICE; h&w; QUALIFIED PRIVILEDGE IN CARRYING OUT OFFICIAL DUTY OR IN CONDUCT OF OWN AFFAIRS |
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Term
| PUBLICATION IN FALSE LIGHT |
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Definition
| HIGHLY OFFENSIFE TO REASONABLE PERSON AND RESULT IN ACTUAL DAMAGES; IF PUBLICATION IS IN PUBLIC INTEREST; P MUST SHOW MALICE (INVASION OF PRIVACY) |
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Term
| PUBLIC DISCLOSURE OF PRIVATE MATTER |
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Definition
| THAT A REASONABLE PERSON WOULD EXPECT TO REMAIN PRIVATE NOT OF LEGITIMATE PUBILC CONCERN |
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Term
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Definition
| MUST BE HIGHLY OBJECTIONABLE TO REASONABLE PERSON; PHOTOGRAPHS IN PUBLIC PLACE IS NOT ACTIONABLE |
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Term
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Definition
| 1. DECEPTIVE BUSINESS PRACTICE; ANTI-TRUST; ELEMENTS TUPI: TRADE OR COMMERCE; UNFAIR OR DECEPTIVE ACT; PUBLIC IMPACT REQUIRED BY A PATTERN, INJURY TO P'S BUSINESS OR PROPERTY (SOME PER SE, SUCH AS UNLAWFUL DEBT COLLECTION PRACTICES |
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Term
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Definition
| TREBLE DAMAGES UP TO $25K, ATTY FEES; INJUNCTION; D CAN BE LIABLE TO STATE FOR UP TO $500K FOR VIOLATION OF INJUNCTION (4 YEAR SOL FROM DISCOVERY) |
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Term
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Definition
| WA LAW REQUIRES TO BE IN WRITING AND ILLEGAL TO HAVE VENUE OUTSIDE OF WA |
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Term
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Definition
| IF PPL IS AWARE OF UNAUTHORIZED AGENT ACTING AND TAKES NO ACTION; THE TEST IS WHAT A REASONABLE PERSON WOULD BELIVE ABOUT THE AGENT'S AUTHORITY UNDER THE CIRCUMSTANCES. "CLOTHED THE AGENT WITH TRAPPINGS OF AUTHORITY" PPL MUST HAVE BEEN IN EXISTANCE AT KT DATE |
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Term
| ENTITIY IN FORMATION-CREDITOR |
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Definition
| AGENT CAN AVOID LIABILITY IF CREDITOR AGREES TO LOOK TO NEW ENTITY FOR PAYMENT-OTHERWISE PROMOTER AND OTHERS MAY BE LIABLE AS PARTNERSHIP |
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Term
| INDEPENDENT CONTRACTOR TORTS |
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Definition
| GEN RULE THAT PPL NOT LIABLE FOR (BE SURE TO DEFINE IND KTR); BUT EXCEPTION IF WORK INVOVES UNUSUAL RISK TO PUBLIC |
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Term
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Definition
| FIDUCIARY DUTY HOLT: HONEST DEALING; OBIDENCE; LOYALTY UNDIVIDED; TRUST -- FULL DISCLOSURE, NOT TO USURP PPL OPPORTUNITY, CANNOT DELEGATE WITHOUT PERMISSION OF PPL |
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Term
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Definition
| FIDUCIARY DUTY HOLT: HONEST DEALING; OBIDENCE; LOYALTY UNDIVIDED; TRUST -- FULL DISCLOSURE, NOT TO USURP PPL OPPORTUNITY, CANNOT DELEGATE WITHOUT PERMISSION OF PPL |
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Term
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Definition
| A clear and definite promise is made to a person, the person reasonably relies on it and acts to his detriment. This is basis for an equitable quasi contract |
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Term
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Definition
| No clear or definite promise. Representations and inducements are made to a person, the person reasonably relies on them and acts to his detriment. This is a DEFENSE only. |
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Term
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Definition
| Can’t re-litigate the same issue. Once a court has decided an issue of fact or law necessary to its judgment, that decision ... preclude[s] relitigation of the issue in a suit on a different case involving a party to the first case. |
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Term
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Definition
| No clear or definite promise. Representations and inducements are made to a person, the person reasonably relies on them and acts to his detriment. This is a DEFENSE only. |
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Term
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Definition
| a representation of an existing fact, (2) its materiality, (3) its falsity, (4) the speaker's knowledge of its falsity or ignorance of its truth, (5) his intent that it should be acted on by the person to whom it is made, (6) ignorance of its falsity on the part of the person to whom it is made, (7) the latter's reliance on the truth of the representation, (8) his right to rely upon it, and (9) his consequent damage. |
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Term
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Definition
| NOT OBLIGENT TO PERFORM, BUT ONCE BEGINS CANNOT BE NEGLIGENT |
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Term
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Definition
| REIMBURSEMENT AND INDEMNIFICATION; COMPENSATION; MUST BE PAID AT LEAST MINIMUM WAGE, IF NOT DOUBLE + ATTY FEES; COMMISSIONS PAID W/IN 30 DAYS IF SALES AGENT; AGENT HAS LIEN FOR COMPENSATION OF PROPERTY OF PPL IN HIS POSSESSION |
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Term
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Definition
| CAN SUE PPL; UNLESS COVERED BY WORK COMP, WHICH TENDS TO REQUIRE EXCLUSIVE WORKING. NO ASSUMPTION OF RISK DEFENSE. |
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Term
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Definition
| PPL MUST GIVE ACTUAL NOTICE TO THOSE HE KNOWS AGT HAD DEALINGS WITH |
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Term
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Definition
| USIS - INCAPACITY OR DEATH OF PPL; SOURCE OF AGENCY SUPPLY DESTROYED; ILLEGALITY OF AGENCY AGREEMENT; SUBJECT MATTER OF AGENCY DESTROYED |
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Term
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Definition
| WA RUPA GOVERNS, SUPPLIES DEFAULT PROVISIONS; PARTNERSHIP IS DEFAULT ENTITY; DEFAULT IS AT WILL; SHARING PROFITS IS PRESUMPTIVE EVIDENCE OF PTSHP, DOES NOT INCLUDE SHARING OF GROSS RECEIPTS OR INTEREST ON A LOAN; CAPITAL ACCOUNTS EQUAL UNLESS STATED OTHERWISE. |
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Term
| FILING REQUIREMENTS PTNSHP |
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Definition
| NONE, EXCEPT TO FILE ASSUMED BUSINESS NAME WITH DEPT OF LICENCING. NAMED PARTNER CAN FILE STATEMENT OF DENIAL |
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Term
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Definition
| EITHER PARTNER CAN BE A PARTNER IN NON REALTY PTNSHP WITHOUT SPOUSE'S CONSENT |
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Term
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Definition
| COMPLIANCE WITH SOF, BUT IF INDEFININTE, NOT REQUIRED |
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Term
| CONTRIBUTION TO CAPITAL RESTRICTIONS |
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Definition
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Term
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Definition
| UNLESS STATED OTHERWISE, AFTER WITHDRAWAL OF CONTIBUTIONS, ALL PARTNERS HAVE EQUAL CAPITAL ACCOUNTS AND SHARE PROFITS EQUALLY |
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Term
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Definition
| IF ACQUIRED WITH PTNSHP ASSETS, BELONGS TO PTNSHP, EVEN IF TITLE OTHERWISE; CONVERSELY, PTNRS CAN ACQUIRE PROP FOR THEMSELVES WITH OWN PROP. (NOT IN COMPETITION WITH PTNSHP) |
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Term
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Definition
| DINA - DUE CARE, IN GOOD FAITH AND FAIR DEALING, NOT COMPETE, ACCOUNT FOR PTNSHP BENEFITS AND PROPERTY |
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Term
| EXCEPTIONS TO NO COMPENSTATION |
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Definition
| EXTRAORDIANARY EFFORTS AND WINDING UP |
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Term
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Definition
| MAJORITY RULE, EXCEPT FOR ADMISSION OF NEW PARTNERS AND DEALINGS OUTSIDE ORDINARY COURSE, WHICH HAS TO BE UNANIMOUS |
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Term
| SUITS BETWEEN PTNSHP AND PARTNERS |
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Definition
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Term
| DEALINGS WITH 3RD PARTIES BY INDIV PTNR |
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Definition
| PARTNERS ALL AGENTS FOR PTNSHIP - WAS THERE SUFFICIENT APPARENT AUGHORY TO BIND THE PARTNERSHIP |
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Term
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Definition
| PAID CAPITAL ACCOUNT OR COULD BE BASIS FOR WINDING UP AND ENDING PTNSHIP |
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Term
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Definition
| WILL OF PARTNER, EXPULSION PER TERMS OF AGREEMENT OR ONLY IF TRIES TO TRANSFER INTEREST WITHOUT APPROVAL, JUSICIAL, INSOLVENCY, DEATH; AT LEAST 1/2 RMAINING PTRS DECIDE FOR DISSOLUTION - FILE STATEMENT OF DISSOLUTION, CONSTRUCTIVE NOTICE 90 DAYS LATER |
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Term
| ACTION AGAINST DISSASOCIATING PTR |
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Definition
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Term
| DISTRIBUTION PRIORIT ON WIND UP |
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Definition
| CREDITORS, INCLUDING TO EXTENT PERMITTED, PARTNERS; PARTNERS CAPITAL ACCOUNT; DISTRIBUTION OF PROFITS |
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Term
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Definition
| DISSENTERS HAVE APPRAISAL RTS; THEN CERT OF LTD PTNRSHIP FILED. |
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Term
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Definition
| LPTNR CAN BE CONSULTANT OR EMPLOYEE OF LP, BUT NOT ACTIVELY PARTICIPATE IN CONTROL OF LP; CONTRIBUTIONS MAY NOW BE INFORM OF SERVICES (FUTURE, TOO) AS WELL AS CASH. GP IS FIDUCIARY |
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Term
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Definition
| THE WBCA GOVERNS, ALLOWING ANY LEGAL PURPOSE, THE ACT'S DEFAULT PROVISONS CONTROL UNLESS MODIFIED BY ART. INC OR BY-LAWS. |
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Term
| ARTICLES OF INCORPORATION |
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Definition
| CREATE CORP; RINS- REG.AGENT, INCORPORATOR, NAME AND CERTAIN STOCK DETAILS. MINOR AMENDMENTS MAY BE MADE BY BD; BUT SHAREHOLDER APPROVAL FOR CHANGES AFFECTING SHARHOLDER RIGHTS |
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Term
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Definition
| RULE THAT CORPERATION IS ESTOPPED FROM DENYING PRE-FILING OBLIGATIONS WHEN HOLDING ITSELF OUT AS CORP. |
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Term
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Definition
| REQUIRED TO ADOPT BY-LAWS, ELECT DIRECTORS, WHO APPOINT OFFICERS; NO ACTUAL MEETING REQUIRED AS LONG AS MINUTES SUBSCRIBED TO. INITIAL REPORT TO STATE REQUIRED IN 120 DAYS AFTER WHICH ARTICLES FILED, WHICH WILL SPECIFY OFFICERS, DIRECTORS, REG AGENT AND DESCRIPT OF BUSINESS |
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Term
| FOREIGN CORP TRANSACTING BUSINESS |
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Definition
| MUST REGISTER, APPOINT REG AGENT; IF NOT CANNOT MAINTAIN SUIT. (OK TO DEFEND) |
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Term
| C ACTS OUTSIDE SCOPE OR VIOLATES STATUTE (ULTRA VIRES) |
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Definition
| ACTION TO ENJOIN OR SET ASIDE ACT CAN ONLY BE BROUGHT BY SHAREHOLDER (OR STATE?) CORP OR 3RD PARTY MAY NOT DEFEND AND ACTION BY 3RD PARTY ON ULTRA VIRES |
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Term
| CONFLICT OF INTEREST FOR DIRECTOR OR OFFICER |
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Definition
| CUT - COMPETING WITH CORP; USURPING CORP OPPORTUNITY; TRADE SECRETS, NOT APPROPRIATE. INJUNCTION REMEDY |
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Term
| OFFICER AND DIRECTOR MUST DISCLOSE ANY CONFLICTS |
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Definition
| AND HAVE SUCH DISCLOSURE RECORDED IN MINUTES |
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Term
| PERSONAL LIABILITY OF OFF AND DRTRS |
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Definition
| KIP: KNOWINGLY VIOLATION OF LAW, INC. UNLAWFUL DIV. DISTRIBUTION; INTENTIONAL MISCONDUCT; IMPROPER PERSONAL BENEFIT -- DEFENSE BUSINESS JUDGMENT RULE, CAN REASONABLY RELY ON SUBORDINATES FOR INFORMATION |
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Term
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Definition
| NO IF LIABLE TO CORP; YES IF NOT LIABLE |
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Term
| PERMISSIVE, INDEMNIFICATION PROCESS |
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Definition
| INDEPENDENT COMMITTE OF BD OR SHAREHOLDER, OR CORP LEGAL COUNSEL DECIDE. |
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