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Question
A defense available in an action based on a negligence theory is that the plaintiff failed to prove one or more of the required elements.Answer
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Related questions
Q:
Mitch is a director and officer of Numero Uno, Inc. Mitch makes a marÂketÂing decision that results in a dramatic decrease in profits for Numero Uno and its shareholders. The shareholders accuse Mitch of breaching his fiduciÂary duty to the corporation. What is Mitch's best defense against this acÂcuÂsation? Later, a resolution comes before the Numero Uno board to compete with One-of-a-Kind Corporation. Mitch is a direcÂtor and shareholder of One-of-a-Kind. What is Mitch's responsibility in this situation?
Q:
Officers and employees of Apples Corporation and Oranges Corporation are convicted of conspiring to violate a fedÂeral law that is punishable by a term of imprisonment and a fine. Can Apples and Oranges be held liable for these crimes? If so, how can they be punished?
Q:
Clark is a shareholder of Bedrest Mattress Company. Clark will be deemed to have a fiduciÂary duty to Bedrest and its minority shareÂholders if he has
a. preferred stock.
b. a right of first refusal.
c. a sufficient number of shares to exercise de facto control.
d. watered stock.
Q:
Start-Up Corporation substantially complies with all conditions preceÂdent to incorpoÂration. Start-Up has
a. corporate existence by estoppel.
b. de facto existence.
c. de jure existence.
d. ultra vires existence.
Q:
Like the bylaws of other corporations, the bylaws of Farmland Equipment, Inc.,
a. establish the operating name of the corporation.
b. establish the value and classes of corporate stock.
c. were adopted at its first organizational meeting.
d. were submitted for approval to the public official in charge.
Q:
Before shareholders can bring a derivative suit, they must submit a written demand to the corporation, asking the board of directors to take action.
Q:
A director does not need to disclose any conflict of interest before voting on a proposed transaction.
Q:
A director must make a full disclosure of any potential conflict of interest that might arise in any corporate transaction.
Q:
The first step in the incorporation process is to select a state in which to operate.
Q:
An S corporation is treated the same as a regular corporation for tax purposes
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Sally and Tom decide to go into business, selling discounted merchandise through their Web site "e-Buy." They sign a partnership agreement that requires Sally to contribute $12,000 and Tom to contribute $8,000 in capital to start the firm. The agreement also states that only Sally will have the authority to bind the partnership in deals with third parties, but the agreement says nothing about the management of the firm or a division of profits. Without Sally's knowledge, Tom tells United Computer Products, Inc., that he represents the firm and signs a contract with United to buy hard drives for resale on e-Buy. In the first year, e-Buy makes a profit of $50,000. What are the partners' rights with respect to the management of the firm? Is the partnership bound to the contract with United? Do the partners split the first year's profits? If so, how much is each entitled to?
Q:
Cecilia's Day Spa, LLC, is a member-managed limited liability company. If the law in Cecilia's state is like the law in most states, unless the members have agreed otherwise, voting rights are apportioned according to
a. capital contributions.
b. participation in management.
c. the number of members.
d. transactions with the firm.
Q:
CPA Accounting, LLC, is a limited liability company. If the law in CPA's state is like the law in most states, unless the members have agreed otherÂwise, participants in the firm's management will be considered to include
a. all members.
b. no member.
c. one member.
d. two members, including at least one general partner.
Q:
Hud and Iggy form Jerry-Bilt Construction to enter into a contract to build one bridge. Under their partnership agreement, Jerry-Bilt is to dissolve when the bridge is built. Iggy signs a contract for the firm to build a second bridge. Jerry-Bilt
a. dissolves as soon as the first bridge is built.
b. dissolves as soon as the second bridge is built.
c. dissolves immediately on Iggy's signing of the second contract.
d. does not dissolve.
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Desi starts up eSites, an Internet service, and leases office space in a building owned by Fred. The lease requires Desi to pay Fred a base rental of $1,250, plus 10 percent of eSites' profits, each month. The term is two years. Desi hires Gwen to work at eSites' tech support desk at an hourly wage of $12.50, plus a commisÂsion of 10 percent of the profÂits. The term is also two years.
. Desi and Gwen are
a. not partners, because Gwen does not have an ownership interest or manageÂment rights in eSites.
b. not partners, because the pay includes an hourly wage.
c. not partners, because the pay includes only 10 percent of the profits.
d. partners in a partnership for two years.
Q:
Kelly, the owner of Llama Farms, a sole proprietorship, wants to obtain additional busiÂness capital but to maintain control. This can best be acÂcomplished by
a. borrowing funds.
b. bringing in partners.
c. issuing stock.
d. selling the business.
Q:
Normally, a dissociated member of an limited liability company (LLC) has the right to force the LLC to dissolve.
Q:
Webline Retail Sales, Inc., promises its salaried employees a bonus at the end of the year if management thinks it is warranted. This promise is
a. enforceÂable.
b. unenforceÂable because it is not supported by consideration.
c. unenforceÂable because the dollar amount is missing.
d. unenforceÂable because the employees are paid salaries.
Q:
Brad defends against a breach-of-contract suit by College Credit Corporation by claiming that their deala student loan accruing interest at a certain rate and payable beginning on a certain datewas unfair because the consideration for their contract was inadequate.
If, as Brad claims, the consideration in this problem is inadequate, it may indicate a lack of
a. accord in Brad's satisfaction with the value of the deal.
b. bargained-for exchange or mutual assent.
c. flexibility on the part of College Credit to accommodate Brad's needs.
d. "heft," "substance," or "weight" in the terms of the contract.
Q:
A covenant not to compete in the sale of an ongoing business is unenforceable.
Q:
If there is a statute that prohibits a certain action, a contract to do it is unenforceable.
Q:
On May 1, Brand Name Industries, Inc. (BNI), sent Carol a letter, via overnight delivery, offering to employ her to audit BNI's financial stateÂments for the current year for $1,000. In the letter, BNI stated that Carol had ten days to accept. On May 5, Carol sent BNI a fax that stated, "The price for the audit seems too low. Would you consider paying $1,200?" BNI received the fax. The next day, Dan offered to conduct the audit for $800. On learning of Dan's offer, Carol immediately e-mailed BNI, agreeÂing to do the work for $1,000. BNI received this e-mail on May 7. Explain why BNI and Carol do, or do not, have a contract.
Q:
Michelle gives out a business card with an e-mail address on it. According to the comments that accompany the UETA, it may be reasonable to infer that Michelle has consented to
a. transact business electronically.
b. submit to the jurisdiction of any selected forum.
c. accept and respond to any correspondence sent to that address.
d. nothing.
Q:
Howie enters into a contract with Ida over the Internet to buy soybeans as a hedge against falling prices in corn. Neither party prints out a hard copy. Under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), this contract can
a. be "denied legal effect" if it falls under the UCC's Statute of Frauds.
b. be "denied legal effect" unless a hard copy is printed.
c. be "denied legal effect" until it is executed.
d. not be "denied legal effect" because it is only in electronic form.
Q:
Magic Math Corporation makes business accounting software, which is packaged with a shrink-wrap agreement. National Distribution Company distributes the software to retailers, including an Office Stuff store, where Peg buys a package of it. The parties to the shrink-wrap agreement are
a. Magic Math and National Distribution only.
b. Magic Math and Peg only.
c. Magic Math, National Distribution, Office Stuff, and Peg.
d. Office Stuff and Peg only.
Q:
Deepwater Mining Corporation offers to sell East China Refining, Inc., a certain quantity of unrefined oil. If East China sends an acceptance via Deepwater's authorized mode of communication, it will be effective when it is
a. in transit.
b. received.
c. sent.
d. written.
Q:
Sunshine Cell Phone Company offers to buy a laser printer, with a case of paper and an extra carÂtridge, from Office Products, Inc. (OPI), for $200. Paul, OPI's representative, says, "Okay, but no paper and no extra carÂtridge." Paul has
a. accepted the offer.
b. made a counteroffer without rejecting the offer.
c. rejected the offer and made a counteroffer.
d. rejected the offer without making a counteroffer.
Q:
Brick Products, Inc., files a suit against City Trucking Service for breach of contract, based on what Brick claims was City's offer. For a court to deÂtermine if a contract has been breached, under the common law, the offer must include terms that are
a. exactly precise.
b. reasonably definite.
c. unequivocally approximate.
d. vague or uncertain.
Q:
Fanny tells Eden that she will sign a lease if it includes a clause permitting Fanny to exÂtend the lease at the same amount of rent. Fanny's intent to sign the lease is determined by reference to Fanny's
a. assumptions.
b. beliefs.
c. unspoken opinions.
d. words and action.
Q:
If an offeror does not expressly authorize a certain mode of acceptance, then acceptance may be made by any reasonable means.