49 terms

Practice Exam Review

Ozzy is an officer of Prudent Financial Corporation. Ozzy serves in a representative capacity for Prudent Financial's owners. With respect to binding Prudent Financial to contracts, Ozzy is?
an agent and has the authority.
Genetic Seed Company hires Howie to work on Genetic's shipping dock, accepting deliveries and dealing with other companies' drivers. With respect to Genetic, Howie is most likely?
an agent.
Delicious Coffee Company hires Elton to sell Delicious's products in a certain area. Delicious agrees to pay Elton a salary, plus commission, for a trial period. They also agree that Elton can sell using any methods and during any hours that seem appropriate. The key factor in whether Elton is Delicious's employee is?
the control Delicious has over the details of the work.
Jill introduces Kelly to her friends as "my associate." Kelly purports to act as Jill's agent in several business transactions with those friends. If Jill is liable for Kelly's actions, it will be under?
the doctrine of estoppel.
Home Development Company employs llya to buy property for a future residential development. Ilya secretly buys some of the property and sells it to Home Development at a profit. Ilya has breached?
the duty of loyalty.
Regional Products, Inc., hires Sam to act as its agent. Tina sues Regional for Sam's negligent conduct. Regional's right to sue Sam for an equal amount of damages is the right of?
Hu is an officer of International Corporation. With respect to binding International to contracts, Hu's authority?
may be actual or apparent.
Jen, an agent for Kip, enters into a contract on Kip's behalf with Leon that must be in writing to be enforceable under the Statute of Frauds. Under the equal dignity rule, Jen's authority to enter into this contract?
must be express, written, and not oral, implied, or apparent.
Miklos grants an ordinary power of attorney to Nathalie to handle a list of financial transactions on Miklos's behalf. This power will terminate on?
Miklos's death or incapacity.
Sonia manages a Tasty Pastry store for United Food Company. To manage the business, Sonia's authority can be implied by?
an inference from the position Sonia occupies.
Elin, an agent for First Credit Corporation (FC), enters into an unauthorized contract with Great Expectations, Inc. (GE), purportedly on FC's behalf. This contract will be enforceable if it is ratified by?
Commercial Development Corporation (CDC) hires Delta Construction Company to work at a site as an independent contractor. Whether CDC will be liable for torts committed at the site by Delta depends on?
whether exceptionally hazardous activities are involved.
Security Armored Car Corporation employs Theo as an agent. Without Security's knowledge but otherwise acting within the scope of employment, Theo commits a crime. The state can successfully prosecute?
Theo only.
Frida hires Gert, a real estate broker, to act as her agent to sell her house. The house burns down before being sold. The agency agreement is likely?
terminated by operation of law.
Sabin and Tyler agree while talking on the phone to form a partnership. Their partnership agreement is legally binding?
without more.
Erte, a partner in Fluoride Dental Associates, applies for a loan with Great State Bank allegedly on Fluoride's behalf but without the authorization of the other partners. Great State knows that Erte is not authorized to take out the loan. Erte's default on the loan results in?
Erte's sole liability for the amount.
Fay is admitted to Global Associates, an existing partnership. A partnership debt incurred before the date of her admission comes due. Fay is?
only liable for the debt up to the amount of his capital contribution.
Jack and Kyra are partners in Law Firm, LLP, a limited liability partnership. Jack supervises Kyra, who negligently fails to appear in court on behalf of Milo, a client. Liability to Milo rests with?
Jack and Kyra
Lucy is a limited partner in Metro Contractors, a limited partnership, which cannot pay its debts. Lucy is personally liable for the debts?
to the extent of her capital contribution.
Venture Capital, LP, is a limited partnership. A Venture limited partner loses his or her limited liability if he or she?
acts as the firm's manager
Energy Unlimited, LP, is a limited partnership to which its partners, including Fink, have contributed capital. Energy's creditors include Graves Engineering, Inc. On Energy's dissolution, its assets will be distributed to pay?
Graves first.
QuikBooks LLC is a limited liability company. Like any other LLC, unless QuikBooks chooses otherwise, the firm will be taxed as?
a partnership
Jay is a member of Kappa, LLC, a limited liability company. Jay is liable for Kappa's debts?
to the extent of his capital contribution
B2B, LLC, is a limited liability company. Among its members, a dispute arises that the operating agreement does not cover. The dispute is governed by?
the applicable state LLC statute.
CPA Accounting, PLLC, is a limited liability company. If the law in CPA's state is like the law in most states, unless the members have agreed otherwise, participants in the firm's management will be considered to include?
all members.
Flip is a member of Great States Trucking LLC. Flip's relationship to Great States ends, but the firm continues to do business. This is?
Raw Resources Corporation authorizes Stefan, its employee, to oversee its mining operation. In the course of this employment, Stefan disposes of the mine's waste illegally. Liability for this crime most likely rests with?
Raw Resources and Stefan.
Firelite Corporation wants to purchase all of the assets of Glo Power Products, Inc. Hadji is an Firelite shareholder. The approval of Hadji and other Firelite shareholders is necessary?
only if Firelite plans to pay with unauthorized, unissued stock.
Digitech is a foreign corporation, which means that Digitech?
may be required to obtain a certificate of authority to do business.
Jim and Kiley are architects and members of J&K, P.C., a professional corporation. Jim supervises Luc, an employee of the firm. As a member, Jim?
may be personally liable for malpractice committed by Luc.
To qualify as a professional corporation, Medical Clinic, P.C.,?
must be a corporation formed by professionals.
Suki is a registered agent for Transport Trucking, Inc. (TTI), which incorporated in Utah. As a registered agent, Suki?
receives legal documents on behalf of TTI.
Quik Company claims to be a corporation but it is not. Pam signs a contract with Quik that is not performed. In Pam's suit against Quik, a court will likely recognize the firm as?
a corporation by estoppel.
Eager Beaver Corporation fails to hold its organizational meeting to adopt bylaws. Under this circumstance, Eager Beaver is most likely?
a de facto corporation.
Egan is a director of First Realty Corporation. As a director, Egan can act as an agent to bind First Realty?
in no circumstances.
Cody and Dex form Eminent Corporation. Eminent has a board of directors, a chief executive officer, a chief operating officer, and fifty-two shareholders. Eminent is governed by its?
board of directors.
Lon and Merry act as the incorporators for NuGame Corporation. After the first board of directors is chosen, subsequent directors are elected by a majority vote of NuGame's?
Ida, Jerzy, and Kit are the directors of Liberty Convenience Stores, Inc. Liberty has nine officers and forty-six shareholders. Dividends are ordered by the firm's?
board of directors.
Frida, Gayla, and Hart occupy the positions of director on the board of Integral Components Corporation. With respect to these directors, a quorum is the minimum number?
who must be present to validly transact business.
VeriVisual Company makes 3-D film and video equipment. VeriVisual is like most corporations in that its officers are hired by the firm's?
board of directors.
Luke is a director of Motor Parts Corporation. Luke makes decisions with respect to Motor Parts in good faith, in what Luke believes is the firm's best interest, and without violating any duties owed to it. If, despite these circumstances, Luke exercises poor business judgment, under the business judgment rule Luke is?
immune from liability
Eddie is a shareholder of Fast Food, Inc. As a shareholder, he must approve?
amending the articles of incorporation.
Thor Power Products Corporation permits the election of its directors by cumulative voting. This?
allows minority shareholders to be represented on the board.
Lovey is a shareholder of Matchless Corporation with preemptive rights. With these rights, Lovey can?
buy a prorated share of a new issue of stock before other buyers.
Cole is a shareholder of Delta, Inc. Cole will be deemed to have a fiduciary duty to Delta and its minority shareholders if he has?
a sufficient number of shares to exercise de facto control.
Steel Tool Corporation and Thrifty Hardware Company combine so that all that remains after the papers have been signed is Steel Tool. This is?
a merger
Vacation Destination, Inc., and Wonder Resort Corporation plan to merge. Most likely, the articles of merger will be filed with?
the state's secretary of state.
Precise Device Corporation and Quality Instruments, Inc., decide to merge. This corporate combination does not require the approval of?
Precise and Quality's officers and employees.
Vision Optical Company and Wide Eyes Open, Inc. decide to combine. Xavier, a Wide Eyes shareholder, is dissatisfied with the price that he will receive for his stock. In the absence of fraud or other illegal conduct, Xavier's exclusive remedy is to?
exercise an appraisal right.