A principal authorizes an agent to sell a single tractor for at least $40,000. The agent signs a contract selling the tractor for $35,000. Is the principal bound to the buyer?
Mee Business Associations
Question · Easy
Before the first question in custody
Short
A general partnership has three partners. One partner, without informing the others, signs a contract in the partnership's name to purchase inventory of a type the partnership regularly buys. Is the partnership bound?
Person who can bind another to a contract with a third party in a business relationship when that other's manifestations lead the person to believe the act is wanted.
Agency and partnership
Guess the Term
A corporation is sued by a creditor seeking to hold its sole shareholder personally liable. The creditor must establish which of the following to pierce the corporate veil?
Question · Medium
Read the clue and guess the term in 6 tries.
Game
A director of a Delaware corporation learns that the corporation is about to lease real estate it needs for expansion. The director quietly buys the property personally and resells it to the corporation at a profit, after full disclosure to the board, which approves. What is the director's exposure?
Metaphor for the corporate barrier that courts pierce to impose personal liability for an owner's misconduct.
Corporations and LLCs
Which of the following best states the business judgment rule?
A shareholder owns 1% of a corporation and wants to sue the board for breach of fiduciary duty. Before filing a derivative suit, the shareholder must generally do what?
Internal rules of a corporation that shareholders may generally amend, a power they share with the board of directors.
A limited partnership has one general partner (a corporation) and several limited partners. A limited partner participates in day-to-day management. Under RULPA's older 'control rule,' what was the consequence?
Swap tiles to line up three of the same term.
Term Match
A member of a member-managed LLC, without authorization, signs a contract in the LLC's name far outside the LLC's ordinary business. Is the LLC bound?
Place where a civil action may be tried because a substantial part of the events or property at issue is located there.
Civil procedure
A general partner under RUPA is personally liable for partnership obligations. When may a creditor enforce a partnership judgment against an individual partner's assets?
An undisclosed principal hires an agent to buy goods. The agent contracts in his own name with a seller who does not know the principal exists. Who is liable on the contract?
Loss of a defense such as lack of personal jurisdiction by failing to raise it in the first response.
A corporation's charter contains a §102(b)(7) exculpation provision. The provision shields directors from monetary damages for what?
Question · Hard
Flip two cards at a time to find matching terms.
Term Pairs
In a closely held corporation, two equal shareholders deadlock and one petitions for involuntary dissolution. Under MBCA §14.30, a court may order dissolution if:
Constitutional power by which the President returns a bill with objections to Congress.
Separation of powers
In a partnership, the partners did not specify how profits are shared. Under RUPA, profits are shared:
A corporation issues stock to a founder in exchange for past services worth $10,000 at a stated par value of $1 per share for 10,000 shares. The stock is:
Agreement with a foreign nation that the President makes with the Senate's advice and consent.
A creditor lent money to a debtor who pledged her business inventory. To 'attach' a security interest under UCC Article 9, what three elements must be satisfied?
Mee Secured Transactions
Find five hidden terms in a grid of letters.
Term Search
A secured party perfects a non-PMSI security interest in a debtor's equipment by filing a financing statement on March 1. Another creditor perfects a PMSI in the same equipment by filing on March 15, ten days after the debtor took possession. Who has priority?
First Amendment freedom of expression protected alongside religion, press, assembly and petition.
First Amendment
A security interest in consumer goods can be perfected by:
A debtor sells inventory subject to a perfected security interest in the ordinary course of business to a buyer. What is the buyer's status?
Kind of offer that a merchant's signed writing makes irrevocable without consideration.
Formation and defenses
A financing statement under UCC §9-502 must contain which minimum information?
Under UCC §9-503, the financing statement must list the debtor's name. For an individual debtor with a state-issued driver's license, the correct name is:
___ evidence rule: doctrine governing whether a prior agreement outside the writing is part of a written contract.
Contract interpretation
After default, a secured party may take possession of collateral without judicial process if:
After repossessing collateral, a secured party disposes of it by private sale. Under UCC §9-610, every aspect of the disposition must be:
Merchandise whose sale is governed by Article 2 of the Uniform Commercial Code.
UCC Article 2
Two creditors have perfected security interests in the same equipment. Creditor A filed first; Creditor B's security interest attached first. Who has priority?
A security interest in 'all of debtor's present and after-acquired equipment' is:
Modern offense category that traditionally comprised larceny, embezzlement and false pretenses.
Property crimes
A secured party with a PMSI in inventory wants super-priority over an earlier-filed lender on inventory. The PMSI lender must:
Under UCC §9-625, if a secured party fails to comply with Article 9 during disposition (e.g., commercially unreasonable sale), the debtor's remedy is:
In self-defense, the amount of physical exertion that must be proportionate to the unlawful threat encountered.
Defenses to crime
A plaintiff from California sues a defendant from Nevada in California state court on a tort claim arising from an accident in Nevada. The defendant timely removes to federal court. What jurisdictional basis supports removal?
Mee Civil Procedure
For a federal court to exercise specific personal jurisdiction over a non-resident defendant, the defendant must have:
Witness who may give opinion testimony based on specialized knowledge in federal court.
Witness testimony
Under Erie Railroad v. Tompkins, when a federal court sits in diversity, it applies:
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