A civil wrong causing injury to persons, their property, or their economic interests.
Damages awarded in excess of normal compensation to punish a defendant for a serious civil wrong.
Desire to cause the consequences of an act or knowledge that the consequences are substantially certain to result from the act.
Intentional infliction of harmful or offensive bodily contact.
Intentional infliction of apprehension of immediate bodily harm or offensive contact.
Intentional interference with a person's freedom of movement by unlawful confinement.
Infliction of Emotional Distress
Extreme and outrageous conduct intentionally or recklessly causing serve emotional distress.
Conduct that evidences a conscious disregard of or an indifference to the consequences of the act committed.
Injury to a person's reputation by publication of false statements.
Defamation communicated by writing, television, radio, or the like.
Immunity from tort liability.
Unauthorized use of another person's name or likeness for one's own benefit.
Unreasonable and highly offensive interference with the seclusion of another.
Public Disclosure of Private Facts
Offensive publicity given to private information about another person.
Offensive publicity placing another in false light.
Misuse of Legal Procedure
Torts protecting an individual from unjustifiable litigation.
Land and anything attached to it.
Trespass to Real Property
Wrongful entry onto another's land.
Non-trespassory invasion of another's interest in the private use and enjoyment of his land.
Any property other than an interest in land.
Trespass to Personal Property
Intentional dispossession or unauthorized use of the personal property of another.
Intentional exercise of dominion or control over another's personal property.
Interference with Contractual Relations
Intentionally causing one of the parties to a contrast not to perform the contract.
Publication of false statements resulting in harm to another's monetary interests.
False statement made with knowledge of its falsity and with intent to induce another to act.
Shareholders may exercise their voting rights at both annual and special shareholder meetings.
Number of members necessary to conduct a meeting.
Election of Directors
The shareholders elect the board at the annual meeting of the corporation.
Directors are elected by a plurality of votes.
Stockholder has votes equal to shares owned times number of directors to be elected.
Removal of Directors
The shareholders may by majority vote remove the directors without cause, subject to cumulative voting rights.
Approval of Fundamental Changes
Shareholder approval is required for charter amendments, most acquisitions, and dissolution.
Authorization to vote another's shares at a shareholder meeting.
Transfer of corporate shares' voting rights to a trustee.
Shareholder Voting Agreement
Used to porvide shareholders with greater control over the election and removal of directors and other matters.
Rights to Inspect Books and Records
If the demand is made in good faith and for a proper purpose.
Brought by a shareholder or a class of shareholders against the corporation based upon the ownership of shares.
Brought by a shareholder on behalf of the corporation to enforce a right belonging to the corporation.
Shareholder's Right to Dissent
A shareholder has the right to dissent from certain corporate actions that require shareholder approval.
The directos have the power to make, amend, or repeal the bylaws, unless this power is exclusively reserved to the shareholders.
Directors declare the amount and type of dividends.
Exercise of Directors' Functions
Directors have the power to bind the corporation only when acting as a board.
Action Taken Without a Meeting
Permitted if a consent in writing is signed by all of the directors.
Delegation of Board Powers
Committees may be appointed to perform some but not all of the board's functions.
Directors' Inspection Rights
Director have the right to inspect corporate books and records.
Role of Officers
Officers are agents of the corporation.
Actual Express Authority
Arises from the incorporation statue, the charter, the bylaws, and resolutions of the directors.
Actual implied Authority
Authority to do what is reasonably necessary to perform actual authority.
Acts of the corporation that lead a third party to believe reasonably and in good faith that an officer has the required authority.
A corporation may ratify the unauthorized acts of its officers.
Duty of Obedience
Must act within respective authority.
Duty of Diligence
Must exercise ordinary care and prudence.
Business Judgement Rule
Rule that immunizes corporate mgmt from liability for actions that result in corp. losses of damages if the actions are undertaken in GOOD FAITH and are within both the power of the corp and authority of mgmt to make.
Duty of Loyalty
Requires undeviating loyalty to the corporation.
A corporation may indemnify a director or officers for liability incurred if he acted in good faith and was not adjudges negligent or liable for misconduct.
Liability Limitation Statues
Limit or eliminate the liability of directors for some breaches of duty.
Protected interest in a nonphysical thing.
Land and interests in land.
All property that is not real property.
Personal property so firmly attached to real property that an interest in it arises under real property law.
Transfer of property for consideration.
Transfer of property without consideration.
Maker of a gift.
Recipient of a gift.
Includes both manual transfer of the item and constructive delivery.
Delivery of something that symbolizes control over the item.
Right if the owner of property to any increase in it.
Coins or currency concealed by the owner for such a length of time that the owner is probably dead.
Contractual arrangement that distributes risk of loss among a large number of people.
Fire contained where it is intended to be.
Any fore outside its intended or usual place.
Insurance in which a person insures property for less than its full or stated value and agrees to share the risk of loss.
Covers full value of policy as agreed upon by the parties at the time the policy is issued.
Covers fair market value of property calculated immediately prior to the loss.
Fraudulent failure to disclose a material fact.
Intentional relinquishment of a known right.
Person is prevented by his own conduct from asserting a position.
The temporary transfer pf personal property by one party to another.
Transfer of bailed property.
Recipient of the bailed property.
Equivalent goods; each unit being the equivalent of every other unit.
Bailee's Duty to Exercise Due Care
The bailee must exercise reasonable care to protect the safety of the property and to return it to the proper person.
Parties derive a mutual benefit.
Bailee's Right to limit Liability
Certain bailees are not permitted to limit their liability for breach of their duties; except as provided by statue.
Bailee's Right to Compensation
Entitled to reasonable compensation for work or services performed on the bailed goods.
One who must exercise due care.
One who is absolutely liable for the safety of the bailed property without regard to the cause of any loss.
Security interest by possession.
Shipper of goods.
Person to whom the goods are to be shipped.
Document of Title
Instrument evidencing ownership of the document and the goods it covers.
Bill of Lading
Document issued to the shipper by the carrier.