Business Law Tst 4 Flashcards Preview

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Flashcards in Business Law Tst 4 Deck (29)
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1
Q

Agency relationship

A

Association between one party and agent who acts on behalf of that party

2
Q

Expressed Agency

A

Agency created in a written or oral agreement

3
Q

Implied Agency

A

Not written but implied through conduct of the parties

4
Q

How to tell difference between implied and express agency?

A

See how 3rd party views it

5
Q

Ratification

A

Acknowledge the action of agent by principle. Must take all actions can’t pick and chose

6
Q

Express authority

A

Directly told to take action.

Told to sell house

7
Q

Implied authority

A

Because you have the right to do specific actions (sell house) you may have other authority too (like show house, contact home owners)

8
Q

Disclosed Principal

A

3rd party aware dealing with agent. Knows who principal is. Agent not liable principle liable contractually.

9
Q

Partially Disclosed Principal

A

3rd party think he’s dealing with agent. Doesn’t know who principal is. Agent maybe liable and principal is liable contractually.

10
Q

Undisclosed Principal

A

3rd party is unaware they are dealing with an agent. Both agent and principal are liable for contracts.

11
Q

Types of principal tortious conduct

A

Respondeat superior= Latin for “let superior speak” principal held liable for harm done by agent

Negligent Hiring
Companies may also be held liable for intentional torts committed by agents

12
Q

Principal duty to agent

A

Compensation
Indemnification= reimbursements for any thing lost by agent on principal behalf
Cooperation
Safe working conditions

13
Q

Agents duties to principal

A
Loyalty
Notification
Performance 
Obedience 
Accounting
14
Q

Termination of agency relationships

A

Lapse of time
Fulfillment of purpose
Occurrence of specific event

15
Q

Some proprietorship

A

Just a dude doing business

16
Q

Partnership

A

Voluntary association between 2 or more people

17
Q

Types of partnerships

A

General- share unlimited personal liability of partnership debts
Limited Partnership- one general partner and one limited one who isn’t responsible for debts of business
Limited Liability Partnership- both partners only responsible to the extent of partnerships assets

18
Q

LLC

A

Unincorporated business that is taxed like a partnership with members paying personal income taxes. And has limited liability of a corporation

19
Q

Corporation

A

Legal entity formed by issuing stock to investors who are the owners of the corporation

20
Q

How to form corporation?

A

File with Secretary of State office, stock holders are able to buy and sell stocks.

21
Q

Who elects board of directors in a corporation? What do board of directors do?

A

Stock holders elect board of directors. Directors run business and make decisions, and hire officers to carry out Day to day tasks.

22
Q

Duties of directors and officers

A

Duty of care
Loyalty
Disclose conflict of interest

23
Q

Duties of shareholders

A

Not oppress minority share holders

24
Q

Liability of directors and officers

A

Torts and crimes

Business Judgement Rule

25
Q

Liability of share holder

A

Only liable for the amount invested

26
Q

Rights of directors

A

Compensation
Participation and inspection
Indemnification (reimbursement for legal fees)

27
Q

Officer rights

A

Any thing listed in employee contract

28
Q

Shareholder rights

A

Dividends
Preemptive rights to buy new stock first
Stock Certificates
Transfer shares

29
Q

How are profits paid in LLC

A

Depends on type

  • Sole proprietorship flows through to owner
  • Partnership is divided by parters as listed in partnership agreements
  • Coorporations is given in dividends