Quiz Review 9, Business - Business Law

1

A . What is a quorum of the board of directors for purpose of conducting corporate business? What does the Revised Act say with regard to a quorum? What is a supermajority requirement? b. The directors of Bigkey, Inc can't decide whether to declare a

a . A quorum is the minimum number required to be present at a meeting to transact business. A majority of the board members constitutes a quorum. Most states do not allow a quorum to be set at less than a majority, but the Revised Act and some states allow the bylaws or articles of incorporation to authorize a quorum consisting of as few as one-third of a board's members. A supermajority requirement is a requirement that more than a simple majority vote in favor of certain items for them to pass. Closely held corporations sometimes require a supermajority or unanimous vote of the board for some matters.
b. A committee to act on behalf of the board, to be properly formed, must be made up of all directors, not officers. Even if the committee is properly formed, there are certain exceptions to the general rule that committees may exercise the authority of the board. A committee cannot declare a dividend; only the board can. The committee could, however, make a recommendation on the matter.

2

A tenancy in common is an undivided interest in property that passes to the other owner on death

3

To restrict or encourage exports, Congress can set quotas on various items, such as grain being sold abroad

4

When the performance of a contract depends on the personal skill of the obligor, a delegation of the duty is prohibited.

5

A state may exercise which of the following to regulate the safety, health, morals and welfare of its citizens:

6

The quantitative part of an affirmative action plan sets out a course of action for how to address any underrepresentation, underutilization, or other problems found in a federal contractor's workplace.

7

If the seller of the property must be in Germany on October 8th and settlement is October 7th, you might:

8

In order to hold a union election, a petition filed with the NLRB must be supported by:

9

The court based its decision in The Oculist's Case upon the fact that

10

The exterior boundaries of land extend down to the depth of the deepest hole and up to the height of the tallest structure and no further

11

As on July 24, 2009 the minimum wages for nonexempt employees is _____ per hour.

12

Freedom of contract is a basic principle of the UCC. Consequently, its provisions are not mandatory

13

SIPs: A) are state implementation plans for air quality standards

14

[Miracle Pill] Julia advertised that she had developed a pill for women that would result in weight loss, wrinkle loss, and improved vitality; and that for men would result in all those things, plus hair growth. Her television advertisement showed miracle results allegedly obtained by consumers. Julia cautioned, however, that ingestion of the pill for six months was required before results would be evident. The pill was wildly popular. The Federal Trade Commission, however, investigated and determined that Julia had no reasonable basis for the claims she made in advertisements. Julia claimed that she was merely involved in the use of generalities and clear exaggerations. The Commission disagreed and issued a formal administrative complaint against her. After a hearing, an order was issued

15

An inside director is a director who does not hold a management position in the corporation.

16

Depending upon the case, attorneys may charge for their services in which of the ways?

17

The American Law Institute's definition of strict liability has been revised in:

18

A promise to do what one already has a legal duty to do is legally sufficient consideration.

19

An injured party that does not suffer an actual loss from the breach of a contract is entitled to consequential damages

20

If a holder presents a note for payment to the maker, which of the following warranties is/are given?

21

Generally, managers that make informed decisions will not be liable even if their decision turned out badly

22

Which of the following pleadings could typically be filed by a defendant in a lawsuit?

23

A minor can enter into any contract an adult can, without exception.

24

When a bailor sues the bailee for damages to the bailed property, who has the burden of proving fault and that such fault was the proximate cause of the bailor's loss?

25

New plants that discharge pollutants into the waters of the U.S. are subject to:

26

Granby, 5' 2" tall applied for a job as a baseball umpire. She was turned down because of her height, the minimum height requirement for an umpire being 5' 10". Has any law been violated?

27

[Elton's Electronics] Elton's Electronics sells electronic housewares. Elton is looking for a new supplier to produce the standard-sized switchplate for its best-selling blender. He contacts Porter and provides Porter with specifications for where the switches on the switchplate should be placed. Porter provides excellent pricing and delivery terms, which would save Elton a lot of money. Elton and Porter sign a contract for Porter to produce 10,000 standard-sized switchplates according to Elton's specifications. When the completed switchplates arrive, Elton's employees attach them to the blenders, however, the standard-sized switchplates are two millimeters too long. Elton is furious and calls Porter, who says Elton can send back the switchplates and Porter's company can rework them, but

in Business

there will be a fee because the switchplates he shipped were "standard-size" switchplates, as specified in the contract. Elton disagrees and hangs up the phone. Elton's technician measures both the switchplates and the blender and discovers that the blender face where the switchplate is attached is two millimeters shorter than the well-known "standard-size" switchplate. The technician suggests they could shave off two millimeters from Porter's boards to make them fit on the blenders, however, it would be a lot of work.Under which of the following scenarios would a court most likely invalidate the contract with Porter?

A. If Elton assumed the switchplate was the standard size.
B. If Porter knew the "standard-size" switchplates were not the proper size for Elton's blenders, and Elton's mistake in calculating the size needed was a clerical error.
C. If Elton's mistake in measuring the size of the switchplate needed was a clerical error.
D. If Elton's technician "eyeballed" the size needed for the blender.
E. If Elton wrote the wrong switchplate size in an email to Porter and that size was the same as the standard size.

28

Monthly Statements. Steven Gerber had a joint checking account with his mother at City National Bank of Florida. Between January and May 1990, a number of checks were allegedly forged on the account. Gerber asked City National to recredit the account

Monthly statements
The court agreed with Gerber and held that UCC 4-406 "is not a statute of limitations, which requires a customer to actually file suit against a bank within the one-year period, but is merely a notice requirement, which must be satisfied in order for a customer to preserve the right to bring suit against the bank at a later time." UCC 4-406 "merely requires a customer to ‘discover and report' an unauthorized signature, or else be ‘precluded from asserting' liability against the bank." The section "does not require that suit be filed, nor does it state that an action ‘shall be commenced,'" but "only imposes on bank customers, who are in a better position to detect for-geries than bank personnel, a duty to notify a bank of an unauthorized signature in order to facilitate discovery and prevention of further wrongdoing." The court recognized, however, that "when a series of checks, rather than a single check, are alleged to have been improperly hon-ored by a bank, the proper application of [UCC 4-406] may serve to preclude a customer's re-covery on some checks, while allowing recovery on others, depending upon when bank state-ments are issued and when notice is given." (This case was decided before the revisions to Articles 3 and 4, but the result would likely be the same under those revisions.)

29

The government's right to sieze private property for public usse extends only to real property and not to personal property.

30

What is the American with Disabilities Act?

31

Discuss the major provisions of the Clean Air Act

The major provisions of the Clean Air Act are:

Primary Standards: Congress directed the EPA to establish national ambient air quality standards (NAAQSs) for primary pollution, that is, pollution that harms the public health. These standards are to be set without regard to cost.
Secondary Standards: Congress directed the EPA to establish NAAQSs for pollution that may not threaten health but has other unpleasant effects, such as obstructing visibility or harming plants.
State Implementation Plans (SIPs): After the EPA sets primary and secondary standards, states produce SIPs to meet these standards. If a state fails to produce an acceptable SIP, the EPA develops its own plan for that state.
Regulation of stationary sources: The EPA sets limits on the amount of pollution a stationary source produces and requires that they obtain permits for construction, operation, or renovation.
Prevention of significant deterioration (PSD) Program: The EPA does not permit states to let air quality decline, even if the new higher levels of pollution would still meet the EPA's existing national standards.
Motor vehicles: The EPA sets standards for the pollution control devices in motor vehicles and also the composition of fuel.
Toxics: The EPA has safety standards for each of the 189 toxics plus any other toxics the EPA wanted to include under the National Emission Standards for Hazardous Air Pollutants.
Citizen Suits. The Clean Air Act permits anyone who is or might be adversely affected by any violation to file suit against a polluter or against the EPA for failing to enforce the statute.

32

________________ Takeover Defense - Company may establish special termination or retirement benefits that must be paid to top managers if they are "retired."

33

[Heart surgery invention] Winston and Noe patented a mechanism that will change open heart surgery forever. They are setting up a business to produce and sell their invention to hospitals and will take advantage of Noe's non-U.S. citizenship to help with sales in international markets. They hire Lenita, a corporate lawyer, to assist in setting up their business. Winston's largest concern is taxes. Noe, on the other hand, doesn't want to bother keeping corporate minutes and having board meetings as he is too busy. Both are concerned about being sued personally for products liability.Winston tells Lenita that he prefers to form an S corporation because he does not want to attach "LLC" to the name of the company. Lenita responds that the option of an S corporation is not available for their

34

Under intestacy laws, a surviving spouse receives the decedent’s entire estate.

35

Jacob offers to sell Bill a collection of baseball cards. For their transaction to be a sale under the UCC, Bill

36

Pam files a successful suit against Quality Market based on Quality's negligence. Normally, an award in such a suit consists of

37

Which of these elements determine the existence of a bailment?

38

The state of Delaware has passed a new law banning cell phone use while driving a motor vehicle within the state. This law would be defined as

39

A purchase money security interest in consumer goods is an automatically perfected security interest

40

Cary is fifteen. In most states, Cary would be considered a minor because she is under the age of

41

Each state specifies by statute where the financing statement has to be filed.

42

Which statement about mortgages on Maryland real property is TRUE?

43

Which of the following elements is not required in a negligence action?

44

Fact Pattern 28-1ADollar Value Motors asks Estimable Bank for a loan to increase its vehicle inventory. Estimable requires Flair, Dollar Value's president, sign a personal guaranty to pay the debt if Dollar Value defaults. Meanwhile, to buy a pick-up truck from Dollar Value, Gina asks Harper to co-sign a credit application.Refer to Fact Pattern 28-1A. If Harper signs the application only after language is included that requires Dollar Value to exhaust its legal remedies against Gina before looking to her, then Harper is

45

A plaintiff who sues on the basis of disparate-treatment discrimination in hiring must make out a prima facie case of illegal discrimination, and will win in the absence of a legally acceptable employer defense.

46

Parties with rights in a negotiable instrument can be assignees or holders

47

All of the following are examples of self-regulatory standards of conduct created by trade associations, EXCEPT:

48

Contractual duties may be delegated to someone who is not a party to the contract. If the person to whom the duties are delegated does not perform them as specified, then

49

The First Amendment allows free speech in any and all circumstances

50

Telling a customer he needs repair work done on a vehicle when the vehicle is in fine condition is unethical and misrepresentation

51

An agreement to refrain from testifying as a witness in a legal action falls under agreements that:

52

Garth's Imports sold a car to Wally on credit for $30,000 . Garth assigned to Cassandra all of his rights to receive money from Wally. Cassandra did not inform Wally of the assignment. Therefore, Wally continued to make the next three payments directly to Garth. Shortly thereafter, Garth left the country with the money. If Cassandra sues Wally for the missing three payments