BLA final

Business Law Bla 201 with Halsey at West Chester University of Pennsylvania

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By: Laura Peters
Created: 2010-12-13
Size: 130 flashcards
Views: 50

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real property

land and permanent attachments to land

1. vegetation - trees and perennial crops

2. waters - rivers and streams

3. fixtures

fixture

personal property so securely attached to real estate that it becomes part of the real estate

multiple ownership

1. tenancy in common

2. joint tenancy

3. tenancy by the entirety

4. community property

tenancy in common

multiple ownership in which, at death, one owner's share passes as will directs or to heirs

joint tenancy

multiple ownership in which, at death of one, that share passes to remaining owners

tenancy by the entirety

co-ownership by husband and wife with right of survivorship

community property

property acquired during marriage owned separately and equally by both spouses

right of survivorship

automatic ownership of property by survivors

partition

suit to divide joint tenancy

estate

interest in property

1. a fee simple estate

2. a life estate

fee simple estate

largest, most complete right in property

life estate

estate for duration of a person's life

life tenant

person owning property for a lifetime

reversion

interest of grantor in life estate that returns to grantor on death of life tenant

remainder

interest in life estate that goes to someone other than grantor on death of life tenant

easement

an interest in land for nonexclusive or intermittent use

license

right to do certain acts on land

accretion

addition to land by gradual water deposits

adverse possession

acquiring title to land by occupying it for fixed period

color of title

one's apparent title

tortfeasor

person whose action causes injury

intentional torts

to recover you must:

1. an act by the defendant

2. an intention to cause the consequences of the act

3. causation - the injury was caused by the defendant's act or something set in motion by the act

includes: assault (putting a person in fear of a wrongful touching), battery (a wrongful touching), trespass (invading someone's property), and false imprisonment (improperly confining a person)

negligence tort

to recover, the plaintiff, the injured party, must show:

1. a duty of the tortfeasor to the injured party

2. breach of that duty

3. the breach was the actual and a proximate cause of the injury

4. injury or damage

includes: automobile accident

1. duty of driver to operate vehicle in a safe manner

2. breach of duty when they don't operate in safe manner

3. if causes injury, it would be a proximate cause of the injury

4. plaintiff must show the injury and that it was a foreseeable result of the action

contributory negligence

negligence of the injured party

comparative negligence

contributory negligence that reduces but does not bar recovery

Ex: plaintiff's total damages are $100,000 and the plaintiff was 20% at fault, the award would be $80,000

business tort

tort caused by or involving a business

product liability

manufacturers, dealers, suppliers, and rental companies incur potential liability in tort for injuries caused by products they have provided. Liability can be based on two theories:

1. Negligence

2. Strict liability

Negligence

suppliers of products are potentially liable for negligence as a result of one of the following reasons:

1. the use or condition of the product

2. a design defect

3. failure to warn

Strict liability

manufacturer of product liable without proof of negligence for dangerous product

business activity

two general types of harm:

1. interference with a contract or economic advantage

2. confusion about a product

injurious falsehood, commercial disparagement, or trade libel

false statement of face that degrades quality of another's goods or services

communication

telling a third person

confusion of source

representing goods or services as those of another

trademark

word, symbol, device, or combination of them used to identify and distinguish goods

secondary meaning

special meaning of a mark that distinguishes goods

trademark or trade name infringement

unauthorized use or imitation of another's mark or name

courts look at:

1. the similarity of the two marks

2. the similarity of the products represented by the marks

3. the similarity of marketing and customers

4. the similarity and amount of advertising used

5. the area of overlapping use

6. the intent of the parties in adopting the marks

7. the strength of the marks

8. actual confusion by the public

trademark or trade name dilution

lessening the capacity of a famous mark to identify and distinguish goods

done by blurring or tarnishing a trademark

blurring: to diminish the selling power of a trademark by unauthorized use on noncompeting products Ex: McDonald's light-bulbs

tarnishing: occurs when mark is used in a disparaging manner or on low-quality goods

unfair competition

total impression of product results in confusion as to its origin

business crimes

crime against a business or committed by using a business

types:

1. theft

2. RICO cases - Racketeer Influenced and Corrupt Organizations Act - prohibits investing income to obtain a business, obtain a business (through conspiracy, extortion, and so on), using a business to conduct R, and conspiring to do any of these

To find a business violation of RICO:

1. conduct

2. of an enterprise (at least two people)

3. through a pattern (at least 2 related acts within 10 years)

4. of R activity

3. computer crimes

racketeering actively

Ex: murder, kidnapping, arson, robbery, bribery, extortion, distribution or illegal narcotics, prostitution, obstruction of justice, and white-collar crimes

theft

taking another's property without consent

crimes generally consist of:

1. shoplifting - taking unpurchased goods from a store

2. embezzlement - fraudulent conversion of property lawfully possessed

3. larceny - taking and carrying away of property without consent

computer crime

crime that is committed with aid of computers or because computers are involved

computers are involved:

1. they can be the objects of the crimes - such as when a computer is stolen or damaged

2. they can be the method of committing a crime - such as when a computer is used to take money form an account

3. they can represent where the crime is committed - such as when copyrights are infringed on the internet

computer trespass

unauthorized use of or access to a computer

unauthorized access may be by:

1. an employee not authorized to use a computer in the business

2. an employee authorized to use a computer who uses it for nonbusiness purposes

3. an unauthorized outsider who gains access to the business's computer system - called a hacker

rogue program

set of software instructions that produced abnormal computer behavior

Ex: viruses, bacteria, worms, Trojan horses, and time bombs

pirated software

software copied illegally

anonymous remailer

device that permits sending anonymous e-mail messages

sole proprietorship

business owned and carried on by one person

advantages:

1. flexible management

2. ease of organization

disadvantages:

unlimited liability: business debts payable from personal assets

proprietor

owner of sole proprietorship

fictitious name registration statuses

law requiring operator of business under assumed name to register with state

partnership

association of two or more people to carry on business for profit

nonprofit association cannot be treated as a partnership because the purpose of a partnership must be to conduct trade, business, or profession for profit

Types:

1. ordinary or general partnerships

2. limited partnerships

3. trading and nontrading partnerships

partners

member of a partnership

ordinary or general partnership

partnership with no limitation on rights and duties of partners

limited partnership

partnership with partner whose liability is limited to capital contribution

trading partnership

one engaged in buying and selling

nontrading partnership

one devoted to professional services

Ex: accounting, medicine, law

kinds of partners

1. general partner

2. silent partner

3. secret partner

4. dormant partner

5. nominal partner

general partner

partner actively and openly engaged in business

silent partner

partner who takes no part in firm

limited partner

partner who takes no active part in management and whom the public knows as a partner

secret partner

partner active but unknown to public

dormant or sleeping partner

partner unknown to public with no part in management

nominal partner

person who pretends to be a partner

partnership (adv. and disadv.)

advantages:

1. capital and skill may be increased

2. labor is more efficient

3. ration of expenses per dollar of business may be reduced

4. management may be improved

disadvantages:

1. the unlimited personal liability of each partner for the debts of the partnership

2. the relative instability of the business because of the danger of dissolution by reason of the death or withdrawal of one of the partners

3. the divided authority among the partners, which may lead to disharmony

joint-stock company

entity that issues shares of stock, but investors have unlimited liability

joint venture

business relationship similar to partnership, except existing for single transaction only

limited liability company (LLC)

partnership-type organization but with limited liability

limited liability partnership (LLP)

registered partnership whose members run business but have limited liability

corporations

association of people created by law into an entity

important because corporations allow:

1. pooling of capital from many investors

2. limited liability - capital contribution is maximum loss

disadvantages:

1. people who own majority of voting stock have the dominant voice

piercing the corporate veil

ignoring the corporate entity

articles of partnership

written partnership agreement

should include:

1. date

2. names of the partners

3. nature and duration of the business

4. name and location of the business

5. individual contributions of the partners

6. sharing of profits, losses, and responsibilities

7. keeping of accounts

8. duties of partners

9. amounts of withdrawals of money

10. unusual restraints on the partners

11. provisions for dissolution and division of assets

12. signatures of partners

prima facie

on the face of it

prima facie evidence

evidence sufficient on its face, if uncontrolled

tenancy in partnership (owner in partnership)

ownership of partner in partnership property

duties of partners

1. duty to exercise loyalty and good faith

2. duty to work for the partnership

3. duty to abide by majority vote

4. duty to keep records

5. duty to inform

rights of partners

1. right to participate in management

2. right to inspect the books at all times

3. right to contribution

4. right to withdraw advances

5. right to withdraw profits

liabilities of partners

1. liability for contracts

2. liability for torts

3. liability for crimes

authority of a partner

1. to compromise and release a claim against a third party

2. to receive payments and give receipts in the name of the firm

3. to employ or to discharge agents and employees whose services are needed in the transaction of the partnership business

4. to draw and indorse checks, to make notes, and to accept drafts

5. to insure the property, to cancel insurance policies, or to give proof of loss and to collect the proceeds

6. to buy goods on credit or to sell goods in the regular course of business

dissolution of a partnership

change in relation of partners by elimination of one

winding up

taking care of outstanding obligations and distributing remaining assets

dissolution by acts of the parties

1. agreement

2. withdrawal or alienation

3. expulsion

dissolution by court decree

1. insanity of a partner

2. incapacity

3. misconduct

4. futility

dissolution by operation of law

1. death

2. bankruptcy

3. illegality

notice of dissolution

1. when the partnership was dissolved by the operation of law

2. when the partnership was dissolved by a judicial decree

3. when a dormant or a secret partner retires

distribution of assets

after payment of debts to creditors:

1. partners who have advanced money to the firm or have incurred liabilities in its behalf are entitled to reimbursement

2. each partner is next entitled to the return of the capital that was contributed to the partnership

3. remaining assets are distributed equally, unless a provision in the partnership contract specifies an unequal distribution

public corporation

one formed for governmental function

Ex: a city, a state university, and a public hospital

have the power to levy taxes, impose fines, and condemn property

quasi public corporation

public body with powers similar to corporation

Ex: school boards, boards of county commissioners, etc

private corporation

one formed to do nongovernmental function

1. Not-for-profit corporations - one formed by private individuals for charitable, educational, religious, social, or fraternal purpose

2. Profit corporations - one organized to run a business and earn money

stock corporation

one in which ownership is represented by stock

close or closely help corporation

one with very small number of shareholders

domestic corporation

one chartered in the state

foreign corporation

one chartered in another state

alien corporation

one chartered in another country

promoter

one who takes initial steps to form corporation

subscription agreement

written agreement to buy stock

subscriber

one who agrees to buy stock in proposed corporation

articles of incorporation

document stating facts about corporation required by law

incorporators

people initially forming a corporation

board has three types of powers

1. express

2. incidental

1. have a corporate name

2. have a continuous existence

3. have property rights

4. make bylaws and regulations

5. engage in legal actions

6. have a corporate seal

3. implied

ultra vires contract

contract exceeding corporation's powers

capital stock

declared value of outstanding stocks

unit of stock

stockholder or shareholder

person who owns stock

classes of stock

1. common stock

2. preferred stock

common stock

stock that entitles owner to vote

preferred stock

stock giving special advantage

may be:

1. preferred as to assets

2. preferred as to dividends

3. participating

4. nonparticipating

cumulative preferred stock

stock on which all dividends must be paid before common dividends

noncumulative preferred stock

stock on which current dividends must be paid before common dividends

participating preferred stock

stock that shares with common stock in extra dividends

nonparticipating preferred stock

stock on which maximum dividend is stated percentage

kinds of stock

1. par-value stock - stock with assigned face value

2. no-par-value stock - stock without face value

3. treasury stock - stock reacquired by a corporation

4. watered stock - stock paid for with property of inflated value

stock option

right to purchase shares at set price

dividend

profits of a corporation allocated to stockholders

laws regulating stock sales

1. Blue-sky laws - state laws to prevent sale of worthless stock

2. Securities Act of 1933 - regulates the sale of securities in interstate commerce

3. Securities Exchange Act of 1934 - requires the registration of stock exchanges, brokers, and dealers of securities traded in interstate commerce

4. Securities Investor Protection Act of 1970 - protects investors when the stockbroker or investment house has severe financial difficulty that threatens financial loss to the customers

prospectus

document giving specified information about a corporation

insider

officer, director, or owner of more than 10 percent of stock

short-swing profits

profits made by insider buying and selling corporation's stock in six months

Quorum

minimum number of shares required to be represented to transact business

cumulative voting

stockholder has votes equal to shares owned times number of directors to be elected

voting trust

device whereby stock is transferred to trustee to vote it

proxy

person authorized to vote for another; written authorization to vote for another

proxy war

attempt by competing sides to secure majority of stockholders' votes

stockholder's rights

1. a stockholder has the right to receive a properly executed certificate as evidence of ownership of shares of stock

2. a stockholder has the right to attend corporate meetings and to vote unless this right is denied by express agreement, the articles of incorporation, or statutory provisions

3. a stockholder has the right to receive a proportionate share of the profits when profits are distributed as dividends

4. the right to sell and transfer shares of stock

stockholder's rights (cont.)

5. the right, when corporation issues new stock, to subscribe for new shares in proportion to the shares the stockholder owns. Ex: preemptive right - right to purchase new shares in proportion to shares owned

6. the right to inspect the corporate books and to have the corporate books inspected by an attorney or an accountant. this right is not absolute, as most states have laws restricting the right. These laws tend to be drawn to protect the corporation

stockholder's rights (cont. 2)

7. the right, when the corporation is dissolved, to share pro rata in the assets that remain after all the obligations of the company have been paid. In the case of certain preferred stock, the shareholders may have a preference in the distribution of the corporate assets on liquidation

board of directors

normally must at least consist of 3

functions:

1. powers - manage and direct the corporation

2. duties - establishing policies that will achieve the purpose of the corporation, selecting executives, and supervising executives

wrongful actions of directors

personal liability

Sarbanes-Oxley Act - requires greater financial disclosure and by putting the responsibility for that disclosure on the CEOs and chief financial officers of corporation.. requires people to provide evidence

whistleblower

person who exposes wrongdoing in an organization

merger

one corporation absorbed by another

consolidation

combing two corporations to form one new one

dissolution

state will ask for dissolution for any of the following reasons:

1. forfeiture or abuse of the corporate charter

2. violation of the state laws

3. fraud in the procurement of the charter

4. in some states, failure to pay specified taxes for a specified number of years

About this deck

By: Laura Peters
Created: 2010-12-13
Size: 130 flashcards
Views: 50

About StudyBlue

“Simply amazing. The flash cards are smooth, there are many different types of studying tools, and there is a great search engine. I praise you on the awesomeness.”
Dennis