Business Law Chp 9-
Terms
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- Apparent Authority
- The authority that a 3rd party may reasonably assume an agent possesses, despite the fact that the agent does not actually possess such authority. (It appears that they possess such authority)
- Agency by Ratification
- results when someone acts for the principal, but the action was not authorized, principal can approve action or arrangment. ( - - - - ) must be applicable to the entire act.
- Partially Disclosed Agent
- Agent acting on behalf of another, but you dont know who the principal is.
- Implied Authority
- The authority that an agent reasonably assumeS they have relating to the express power granted by the principal
- Freehold Estate
- Person owns land for life
- Compensatory Damages
- Damages that make claimant whole (giving back what party lost)
- Usury Laws
- Concerning interest rates, every state has maximum interest rate laws, cannot exceed this amount
- INter Vivos Gift
- Ex: birthdays, anniversaries etc. Gift must be delivered to be considered completed.
- Replevin
- An action to RECOVER POSSESSION of specific goods wrongfully taken or detained by another
- Subterranean Rights
- Rights to minerals under your property, can be sold without altering the ownership of the land itself.
- Severalty of Ownership
- Ownership of property held by one person.
- Employee
- works for company or individual. Set hours, taxes paid by employer
- Parol Evidence
- Provides that if contract (written) is complete and detailed, then ORAL testimony to change is not takeN into consideration/admissible to make change to contract.
- sue for money, specific performance, restraining order or injunction
- Remedies for breach
- Infringement
- violation of patent - someone copies patent
- Gift
- Voluntary transfer of property without consideration.
- 5 Elements of Fraud
- (1)Misrepresentation of a material fact (2) Statements made with knowledge that it was false /or/ reckless disregard of the truth (3) Made with the intention of causing the other party to enter into the agreement (4) Relied upon by the injured party(5) results in loss to injured party
- Nominal Damages
- Damages to show you won, you were right. - minimal amount in damages
- 4 elements which undo a contract
- 1- Undue infuence 2-duress 3-contract of adhesion 4-unconscionable contract
- Tennancy in Common
- A form of joint ownership of property by 2 or more persons in which any interest can be sold, transferred, or inherited.
- Estoppel
- Original owner is estopped (prohibited) from claiming ownership. Lender has allowed to create perception that borrower is the owner.
- License
- temporary use of someones elses land. Does not run with the land.
- Fiduciary Duty
- Good and fair relationship agent and principle owe each other; to act in the best interests of each other.
- Assignment
- The TRANSFER of a CONTRACT RIGHT to a third party wHo can receive the benefits of the contract. (Original parties remain in contract)
- Straight Bill of Lading
- NON negotiable shipping document
- Attorney in Fact
- The person appointed as agent when the power of attorney is exercised
- Incidental Beneficiary
- Someone who could eventually benefit from an agreement or contract, but is not envisioned to by the two contracting parties, nor named in contract.(CanNOT sue for damages)
- Liquidated Damages
- agreed upon amount of damages beforehand if one of the parties breaks the contract. Set out in a contract between parties,
- Anticipatory Breach
- Person breaks contract and tells you ahead of time. (monetary purposes - you cannot sue until payment is formally due)
- Contracts of Sale
- Existing Goods/ Future Goods
- Condition Subsequent
- Sale takes place, but something is required after sale (title passes) to be completed.
- Joint Tenants (Tenancy)
- Usually husband & wife, if one person dies, shares inherited by other owner automatically. Share is UNDIVIDABLE. Inherited by other owner automatically
- Personal Service Contract
- A contract in which services that require a unique skill, talent, ability and so forth are provided by a specific person. (May not be delegated)
- Power of Attorney
- An instrument in writing by which one person, as principal, appoints another person as agent and confers the authority to perform certain specified acts on behalf of the principal
- Copyright
- GVMT GRANTED MONOPOLY. Given to creators of literary / artistic works. before 01/01/1978- duration 75 years. AFTER 01/01/78 duration is lifetime of creator + 50 years
- Novation
- A situation in which all parties to a contract agree to a significant change to a contract.
- 3rd Party Beneficiary
- Contract between oneself and another party to BENEFIT a third party. 3rd Party has right to sue to enforce terms of contract
- Fraud
- Intentional misrepresentation of an essential fact made by one party with the hope of influencing the other
- Breach
- One party does not fulfill their end of the contract
- Reversion Estate
- Owner (grantor) can take property back for themself
- Condition Precedent
- something has to occur before title passes
- (6) statute of fraud contracts
- (1) Agreements Executor/Administrator of Estate to pay debts of Estate (2) Agreements to pay debt of another person (3) Agreements in contemplation of marriage (3) Agreements to sell any interest in real property (5) Agreements which cannot be completed in less than one year (6) Agreements to sell personal property more than $500.00
- Trade Secrets
- Information that one learns from their job. If employee leaves company, this information cannot be divulged.
- Contract of Agency
- An agreement between a principal and an agent by which the agent is vested with authority to represent the principal (ctrt will set forth the authorities of an agent & timeframe specified)
- Delegation
- The APPOINTMENT of a third party by a party to an existing contract to perform contractual duties that do not involve unique skills, talents, abilities, and so on.
- Stolen Goods
- CanNOT transfer title / sell goods
- Warehouse Receipts
- Whoever owns receipt, owns goods in warehouse
- Auction without reserve
- Auction in which the goods must be sold to the highest bidder, and cannot be withdrawn after bidding has begun
- Mislaid Property
- Property put away, but do not know where it is, (not lost) if found, finder is custodian to hold it, but absolutely not ownership.
- Abandonded Property
- Property given up title too, Ex: putting furniture out to curb for garbage, anyone who picks it up can claim title to it.
- Remainder Estate
- Owner of property can give property to someone else or someone stated in will when he dies. (estate given to children)
- Agency by Necessity
- Created when circumstances make such an agency necessary.
- Estate
- Identifies interest a person has in real property.
- Unconscionable Contract
- oppressive; shockingly unjust or unfair (contract)
- Undisclosed Agent
- You are unaware that the agent is respresenting a principal. (Agent responsible)
- Lost Property
- finder has second best ownership claim, original owner has first
- Causa Mortis
- Gift in contemplation of death. Person believed to be terminally ill, they know they are going to die of a specific disease/cause. In order for gift to be fully vested and completed txn, person must have died from what they originally said.
- Insolvent
- The buyer no longer has sufficient assets to pay their debts
- Patents
- NOT RENEWABLE. government granted monopoly to inventor. Duration: 17 years.
- Order Bill of Lading
- NEGOTIABLE; person who possesses this has certificate of title, can be transferred to other party
- Contract of Adhesion
- Contract which is take it or leave it basis.
- Property
- Ability to change status (Tree: real property, cut it down becomes lumber: personal property)
- Easement
- A right or interest in land granted to a party to make beneficial use of the land owned by another. PERMANENT right to use someones elses land. Runs with the land. There must be consideration.( Ex: Shared driveway)
- Independant Contractor
- Works when they want, pays own taxes
- Fungible Goods
- Goods bought by weight or measure. (wheat, barley, gasoline, etc) (non identifiable) Title passes when goods are segregated.
- Anticipatory Breach, Breach from deliberate act, Failure to perform an obligation
- 3 types of breach
- Punitive Damages
- Damages to punish party so they will not commit act again
- Robinson Patman Act of 1936
- Amended Sherman anti trust act. Expanded act to provide unlawful discrimination directly/indirectly in matters of product pricing.
- Trademark
- Name, word, symbol or device that identifies with entity or company. Result of Lanham Trademark Act. RENEWABLE - 20 years
- Bill of Lading
- airway bill; shipping document
- Bill of Sale
- proof of purchase
- Agency by Operation of Law
- Agency appointed in a court room setting, appointed by a judge (ex: minor, incompetent party)
- fob destination
- Title passes from the seller to the buyer when the goods are delivered to the buyer
- Principal
- A person who authorizes an agent to act on their behalf and subject to his/her control
- Community Property
- Property acquired during marriage, that in some states (not in eastern US) belongs to both husband and wife (dividing up assets in divorce)
- Contracts for Labor & Material
- exception to statute of frauds. Pay for labor (day/hour) pay for materials, does NOT have to be in writing, even if over $500/ or over one year to perform
- Express Authority
- An agents authority that the principal voluntarily and SPECIFICALLY SETS FORTH as oral or written instructions in an agency agreement.
- Monopolies
- Situation in which one or more people or firms control the market in a particular area or product.
- Mistake
- (unintentional)Belief that is not in accord with the facts
- Guarantor
- The party who guarantees the promises designated. (Liable party)
- Estate in Fee Simple
- When an owner of a freehold estate owns it absolutely.
- Deed
- Document that transfers ownership.
- Sherman Anti Trust Act
- Against monopolies, price fixing, preventing competition, and against allocating territories and limiting production
- LIfe Estate
- rights to live in a house for lifetime, but you CANNOT SELL it or have any say in what will come of the house.
- Auction with reserve
- gives the auctioneer the rigth to withdraw the goods at any time before announcing completion of the sale if reasonable bids are not made. (Will specifically state Reserve Amount has been set in auction) (Reserve Amt: minimum bid must start at this amt)
- Lost Goods
- finder of lost goods has closest relationship to title, but not againt real owner
- Agreements That Obstruct Justice
- 1) Agreements to conceal a crime, or not prosecute a criminal (2) Agreeements to encourage a frivolous lawsuit (Champerty) (3) Agreements to give false testimony or to suppress evidence (4) Agreement to refrain from testifying against a witness in a legal action. (5) Agreements to restrain marriage
- Sale on Approval
- A contract for sale of goods subject to the buyers approval. Title remains with seller until approval. Seller has insurable interest
- Statute of Frauds
- provides 6 instances where contract must be written to be valid and enforceable
- Agency
- A person authorized to act on behalf of another and subject to the others control in dealing with third parties
- Accession
- Right of owner to the increAse in property (Ex: if dog has puppies, you own them)
- Agency cannot be terminated
- when agent has financial interest
- Disclosed Principal Agent
- Agent acting states specifically who they are representiNG
- Unlicensed Transaction
- License to operate in your state. Can only perform work in state you are licensed in. Cannot perform work if you are unlicensed.
- Air Rights
- The right to build on or over the land. One zone can sell their airspace to another zone to build up, giving up their right to build up in the future
- fob shipping point
- Title to goods passes from the seller to the buyer when the carrier receives the shipment & it is understood that the buyer will pay the transportation charges (buyers responsible for any losses which may occur)