Business Law Final Review Part 1

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  1. Property recognized at law that arises from mental processes, such as inventions and works of art
    Intellectual property
  2. Property that has no value because of its physical being but is evidence of value, such as securities, promissory notes, copyrights, patents, and certain contracts
    Intangible property
  3. In patent, Copyright, and trademark law, the unauthorized use or imitation of another's recognized right to the property involved
  4. A distinctive design, logo, mark, or word that a business can register with a government agency for its exclusive use in identifying its product or itself in the marketplace
  5. Provides a private cause of action for a party injured by misappropriation of trade mark and for one injured by false advertising that injures the sale of a competitor's product
    Lanham Act
  6. The most favored trademark, because it is distinctive and either made up or a word not related to the product it represents
    Arbitrary and fanciful marks
  7. A trademark which, by its name, suggests the use or purpose of the good it represents; legal protection is due such marks but can be more difficult to establish than for arbitrary and fanciful marks
    Suggestive mark
  8. A mark not favored at law, because it describes the good or service in question; a mark must have a strong market recognition to receive legal protection
    Descriptive mark
  9. A mark used to identify a good that has no legal protection; it may have been a valid trademark at one time, but was not protected against common use
    Generic mark
  10. A violation of trademark rights that occurs by blurring or tarnishing a famous mark regardless of intent on the part of the violator; specific rights are provided by federal law for strong marks
  11. When a trademark is improperly used in a domain name; this is in violation of federal law that extends trademark protection to include domain name usage
  12. Intellectual property protected by trademark law and the Lanham Act that concerns the total appearance and image of products and of service establishments, including shape, size, graphics, and color
    Trade dress
  13. When a mark or trade dress is distinctive and receives public recognition by itself, not just as a means of identifying the origins of the good or service it represents
    Secondary meaning
  14. Under trademark law, any symbol, word, or name used in the sale of goods to distinguish the services available from a particular source; service marks apply to services; trademarks apply to goods
    Service marks
  15. In trademark law, any symbol, name, or word used to identify the location or other aspect of the origin of a product
    Certification mark
  16. A trademark or service mark used by the members of a cooperative association to identify the goods and services they produce
    Collective mark
  17. A word or symbol that has become sufficiently associated with a product over a period of time that it has lost its primary meaning and has acquired a secondary meaning
    Trade name
  18. An intangible property that is generally considered to be the expected continued business that will come due to the existing reputation of a firm
  19. A grant to an author or a publisher of an exclusive right to print, reprint, publish, copy and sell literary work, musical compositions, works of art, and motion pictures for the life of the author plus an additional 50 years
  20. The right of an author or artist, by copyright, to guarantee the integrity of a creation. This may include rights of attribution or credit; integrity- the right to ensure that the work is not changed without the artist's consent
    Moral Right
  21. The right of persons other than the owner of copyrighted material to use it in a reasonable manner without the consent of the owner; factors include the purpose of the use, the extent of the use, and the economic effect of the use
    Fair use
  22. A grant from the government conveying and securing for an inventor the exclusive right to make, use, and sell an invention for 20 years from the time of application
  23. A patent granted for the invention of a process, machine, manufacture, or composition of matter; the most common form of patent
    Utility patent
  24. In tort law, valuable, confidential data--usually in the form of formulas, processes, and other forms of information not patented or not patentable-- that are developed and owned by a business
    Trade secrets
  25. When commercial trade secrets are stolen for use by a competitor this is specifically in violation of federal law
    Economic espionage
  26. A statute passed in similar form by the states that sets many rules of commercial sales agreements and negotiable debt instruments
    Uniform Commercial Code
  27. UCC manufactured things (not services) that are movable and have physical existence (not intangible)
  28. Honesty in fact in the conduct or transaction in question
    Good faith
  29. Under the UCC, one who regularly deals in goods covered by contract for sale, who holds himself out to buyers as having specialized knowledge about particular goods; held to a standard of good faith dealing
  30. Under the UCC, when there is a passing of title of a good from the seller to the buyer for a price
  31. Generally, the legal right of ownership; under the UCC, title is determined by rules regarding identification of goods, the risk of loss of goods, and insurable interest in the goods
  32. Under the UCC, "the passing of title from the seller to the buyer for a price"
    Sales Contract
  33. A signed writing by a merchant promising to keep an offer open.
    Firm offer
  34. A statutory requirement that certain types of contracts be in writing to be enforceable
    Statute of Frauds
  35. The regular practice and methods of dealings in a given trade
    Trade usage
  36. When a buyer promises to buy, and a seller promises to supply, all of the goods that a buyer needs during a certain time
    Requirements contract
  37. When a seller promises to supply, and a buyer promises to buy, all the goods or services that a seller produces during a certain time and at a set price
    Output contract
  38. A valid and sufficient offer of performance of a contract, especially for the delivery of goods under the UCC
  39. At common law, seller's offer of delivery must conform to every detail of contract with buyer; under the UCC, parties may agree to limit the operation of this rule, or the seller may cure a defective tender if the time for performance has not ended; the seller notifies the buyer quickly of intent to cure defect, or the seller repairs or replaces defective goods within performance time limits
    Perfect tender rule
  40. Under the UCC, the right of a seller to make good on an improper delivery of goods if done within the time allowed by contract and with notification to the buyer in a timely manner
  41. An assurance or guaranty, either expressed in the form of a statement by a seller of goods or implied by law, having reference to and ensuring the character, quality, or fitness of purpose of the goods
  42. In general, the duty of a seller to provide god title or legal right of ownership of goods to the buyer; under the UCC, specific warranty rights are provided when title to goods passes
    Warranty of title
  43. A promise, in addition to an underlying sales agreement, that goes beyond the terms of the sales agreement and under which the promisor assures the description, performance, or quality of the goods
    Express warranty
  44. An unwritten, unexpressed promise or guarantee that a court infers to exist and that accompanies a good
    Implied warranty
  45. In commercial law, the notion that goods are reasonably fit for the ordinary purposes for which such goods are used
  46. Under the UCC, a buyer may rely on a seller's skill or judgment in selecting goods for a special use, thereby creating a warranty that the goods are fit for the intended use
    Fitness for particular purpose
  47. Under the UCC, the ability of goods to be sold as is, or with fewer warranty rights that would normally exist, based upon clear communication to the buyer that warranty rights are reduced or eliminated at the tie of sale
    Warranty disclaimer
  48. When a buyer is entitled to buy substitute goods and recover the price difference because a seller fails to deliver goods, either by being too late to be useful or because the goods are nonconforming
  49. Under the UCC, losses that are reasonably related to actual damages, such as a seller's commercially reasonable expenses incurred in stopping delivery or in transporting and caring for goods after a buyer's breach
    Incidental damages
  50. UCC losses that do not flow directly from a breach of contract but that result indirectly from the act and should have been foreseeable by the seller
    Consequential damages
  51. A signed, written, unconditional promise to pay, to the bearer of the instrument or to order of a certain party, a specific sum of money on demand or on a certain date
    Negotiable instrument
  52. An unconditional promise, in writing, to pay a certain sum at a specific time, or on demand, to a person named on the instrument or to the bearer of the instrument

    these are negotiable
    Promissory note
  53. Voluntary discussion of the terms and conditions of a proposed agreement or a form of alternative dispute resolution to resolve a dispute and avoid litigation; under the UCC, the transfer of an instrument to another party who becomes the holder, or the act of putting into circulation a check or promissory note
  54. The person in possession of an instrument, document of title, or certificated security payable to bearer or indorsed in blank
  55. An instrument payable to bearer (the person in possession); it must specify that it is payable to bearer, to cash, or to a specific bearer.
    Bearer instrument
  56. An instrument payable to a specific payee or to any person that the payee designates
    Order paper
  57. A financial instrument payable to the person who holds it rather than to the order of a specific person; it is negotiated by delivery of the instrument to a transferee
    Bearer paper
  58. A holder of an instrument who took it for value in good faith and without any notice of any claim against the instrument; the holder is free of any claims against the instrument
    Holder in due course
  59. The party who directs a person or entity, usually a bank, to pay a sum of money stated in an instrument
  60. The party that a draft is directed to and that is requested to pay the amount stated on it; normally a bank that is directed to pay a sum of money on an instrument
  61. One to whom money is paid or payable; usually a party named in commercial paper as recipient
  62. A draft or order drawn upon a bank, payable on demand, signed by the maker or drawer, that is an unconditional promise to pay a certain sum of money to the order of the payee named on the instrument.
  63. A bank's check, drawn on itself, signed by the cashier of the bank or other bank official obligating the bank to pay the payee a certain sum of money on demand
    Cashier's check
  64. A written promise by one party to pay money to another party or to bearer; a two-party negotiable instrument
  65. A person who signs a note promising to pay money to another
  66. An unconditional promise, in writing, to pay a certain sum at a specific time, or on demand, to a person named on the instrument or to the bearer of the instrument
    Promissory note
  67. A written order signed by a party, instructing another party to pay a certain sum of money, on demand, to a third party
  68. An unconditional order in writing, addressed by one person to another, signed by the person giving it, requiring the person to whom it is addressed to pay on demand, or at a fixed or determinable future date, a certain sum of money
    Bill of Exchange
  69. A draft payable upon proper presentment
    Sight draft
  70. In commercial law, a bank's agreement to honor a letter of credit issued by another bank
  71. A written bank document that provides evidence of a deposit made at a bank, for a certain time, that pays a certain rate of interest that is promised to be paid to the depositor or to another party as ordered.
    Certificate of deposit
  72. A person to whom a debt is owed by a debtor
  73. A person who owes a debt to a creditor
  74. In an agency relationship, a person who, by explicit or implicit agreement, authorizes an agent to act on his behalf and perform acts that will be binding on the principal
  75. Often called credit reports; files maintained by companies concerning consumers' credit history and evidence of income and debt; sold for legitimate business purposes
    Consumer reports
  76. An opinion as to the reliability of a person in paying debts
    Credit rating
  77. A report made by a consumer reporting agency concerning the the financial condition and credit character of a person or business
    Credit report
  78. Account credit extended by a seller to a buyer that permits buyer to make purchases without security
    Open account
  79. A party owed money but who has no collateral, lien, or other security to secure the debt or claim in the event of default by the debtor.
    Unsecured creditor
  80. A person who has loaned money to another and has a legally recognized interest in the property of the debtor until fulfillment of the terms of the debt agreement
    Secured creditor
  81. Pledged as a secondary security for the satisfaction of a debt in the event the debtor does not repay as expected
    Collateral property
  82. A collateral agreement for performance of another's undertaking. An agreement in which the guarantor agrees to satisfy the debt of a debtor, only if the debtor fails to repay the debt.
  83. The relationship among three parties in which one party, the surety, guarantees payment of a debtor's debt owed to a creditor or acts as a co debtor
  84. One who undertakes to pay money or otherwise act in the event that her principal fails to pay or act as promised.
  85. One who makes a guaranty. Person who becomes secondarily liable for another's debt; in contrast to a surety, who is primarily liable with the debtor. One who promises to answer for the debt in case of default.

    (ex: co-signer)
  86. The right to be reimbursed by reason of having paid money that another person should have paid. Also, the right of a surety to compel the principal debtor to satisfy the obligation when possible.
  87. The substitution of one party in place of another with respect to a lawful claim, so that the party substituted succeeds to the rights of the other in relation to the debt or claim and its rights and remedies
  88. Any transaction, regardless of form, intended to create a security interest in personal property, including goods, documents, and other intangible property
    Secured transaction
  89. In a secured transaction, the process by which a security interest is protected against competing claims to the collateral. It usually requires the secured party to give notice of the interest by filing it in the appropriate government office, usually the secretary of state.
    Perfection of security interest
  90. When the requirements of a security interest exist, the security agreement becomes enforceable between parties and is said to attach
  91. The validation of a security interest as against other creditors; normally accomplished by filing a statement with some public office or possibly by taking possession of the collateral.
  92. Property that has physical form and substance, such as real estate and godos
    Tangible property
  93. A secured interest created when a buyer uses the money of a lender to make a purchase and gives the lender a security interest in the property purchased
    Purchase money security interest
  94. A security interest retained in collateral even when the collateral changes in character, classification, or location. An inventory loan in which the lender receives a security interest or general claim on a company's inventory. Under the UCC, such security is not only in inventory or accounts of the debtor at the time of the original loan, but also in inventory or accounts acquired after the loan.
    Floating lien
  95. Under the UCC, when default occurs may be defined by the parties to the agreement
  96. A debtor's possessions that a creditor can attach to satisfy a debt
    Nonexempt property
  97. A statute exempting a homestead from judicial sale for debt, unless the owners have jointly mortgaged the property
    Homestead law
  98. An interest in real property created by a written instrument providing security for the payment of a debt.
  99. One who, having all or part of a title to real property, pledges the property in writing for a particular purpose, such as to secure a debt; the party who mortgages property; the debtor
  100. Party who holds or receives a mortgage; the creditor
  101. A judgement against a debtor for the unpaid balance of the debt if a foreclosure sale or a sale of repossessed personal property fails to yield the full amount due on the debt
    Deficiency judgment
  102. A claim or encumbrance on property for payment of some debt, obligation, or duty.  Right to retain property for payment of a debt.
  103. A legal process by which a creditor appropriates a debtor's wages or property in the hands of a third party
  104. A claim under state law to secure priority of payments for the value of work performed and materials supplied in building on or improving land and buildings
    Mechanic's lien
  105. A lien in which the creditor has the right to the possession of specific property until a debt is satisfied or an obligation is performed
    Possessory lien
  106. The legal process of seizing another's property in accordance with a writ or judicial order for the purpose of security satisfaction of a judgement to be rendered
    Attachment lien
  107. A mandatory precept issued by a court of justice
  108. A lien binding the real estate of a judgment debtor, in favor of the judgment holder, and giving the latter a right to levy on the property for the satisfaction of his judgment to the exclusion of others
    judgment lien
  109. A proceeding under the law that is initiated by an insolvent individual or business (a voluntary bankruptcy) or by creditors (an involuntary bankruptcy) seeking to have the insolvent's assets distributed among the creditors and to then discharge the insolvent from further obligation or to reorganize the insolvent's debt structure
  110. A bankruptcy proceeding that is initiated by the debtor
    voluntary bankruptcy
  111. A bankruptcy proceeding against an insolvent debtor that is initiated by creditors
    involuntary bankruptcy
  112. The sale of the assets of a debtor, the proceeds from which are distributed to the creditors, with any remaining balance going to the debtor
  113. The termination of one's obligation.  Under contract law, discharge occurs either when the parties have performed their obligations in the contract, or when events, the conduct of the parties, or the operation of law releases parties from performing
  114. In bankruptcy law, the debtor in Chapter 11 bankruptcy who remains in control of a business or assets or the trustee appointed to control a business or assets
    Debtor in possession
  115. A business owned by a person who is not organized as a corporation
    Sole proprietorship
  116. An association of two or more persons to carry on a business as co-owners for a profit
  117. A partner in a limited partnership or any partner in a general partnership who accepts, or has imposed by law, personal liability for all debts of the partnership
    General partners
  118. Highest standard of duty implied by law
    Fiduciary duty
  119. The process of terminating or winding up a corporation or partnership that changes the nature of the organization or ends it completely.  This may come about involuntarily, such as through forced bankruptcy, or may be voluntary, as when a board of directors approves the end of the life of a company
  120. Process of settling the accounts and liquidating the assets of a partnership or corporation for the purpose of dissolving the concern
    Winding up
  121. A business organization consisting of one or more general partners, who manage and contribute assets to the business and who are personally liable for the debts of the business, and one or more limited partners, who contribute assets only and are liable only up to the amount of that contribution
    Limited partnership
  122. A partner in a limited partnership whose liability for partnership debts is limited to the amount of his contribution to the partnership
    Limited partners
  123. A business organized under the laws of a state that allow an artificial legal being to exist for purposes of doing business in its name
  124. A certificate issued by a state government recognizing the existence of a corporation as a legal entity; it is issued automatically upon filing the information required by state law and payment of a fee
    Corporate charters
  125. A certificate given out if the corporation's application is complete
    Certificate of incorporation
  126. In corporation law, the rules that regulate and govern the internal operations of a corporation with respect to directors, shareholders, and officers rights and duties
  127. The existence of a thing, other than a natural person, that has legal existence so that it can function in a legal capacity, such as a corporation doing business
    Legal entity
  128. A closely held corporation; a corporation that has stock that is not allowed to be widely held, the number of shareholders is limited and usually, unlike a publicly held corporation, the shareholders are active in oversight of the firm
    Close corporation
  129. Publicly held corporation.  A private corporation that is actively and openly traded
    Public corporation
  130. The owner of one or more shares of stock in a corporation
  131. The minimum number of members of a body, such as a board of directors or shareholders of a company, necessary to conduct the business of that group
  132. Giving another person the right to vote on one's behalf; in stock votes, when a person gives another the right to vote in a certain manner, such as for candidates for board of directors
  133. The principals of a corporation, elected by shareholders, responsible for governing the business, especially as to major decisions; directors appoint corporate officers and agents to act on their behalf in running the business day to day.  Boards are usually composed of inside directors, such as the president of the company, and outside or independent directors, who have no employment relationship with the company
    board of directors
  134. A legal obligation that is owed to another and that must be satisfied; an obligation for which somebody else has a corresponding right
  135. In an agency relationship, a person who, by explicit or implicit agreement, authorizes an agent to act on his behalf and perform acts that will be binding on the principal
  136. A principle of corporate law under which a court will not challenge the business decisions of a corporate officer or director made with ordinary care and in good faith
    business judgment rule
  137. Requires that directors place the interests of the corporation before their own interests
    fiduciary duty of loyalty
  138. In businesses, person hired to perform certain functions in a firm who are given discretion to control certain business assets; ultimately responsible to the board of directors of a corporation or the owner of a proprietorship or partnership
  139. Process of settling the accounts and liquidating the assets of a partnership or corporation for the purpose of dissolving the concern
    winding up
  140. In most states, a category of corporations that may be used by those providing a personal service that requires a license, such as physicians, dentists, architects, and accountants.  The primary reason to adopt this status is for tax benefits.
    professional corporations
  141. The imposition of two taxes on the same property or income during the same period; especially the taxation of corporate profits that are then subject to taxation again when remainder of profits are paid as income (dividends) to the shareholders
    double taxation
  142. The fact that shareholders of a corporation are not liable for the debts of the corporation beyond the amount of money they have invested in the corporation
    limited liability
  143. Or LLC, is a form of organization authorized by statute at the state level that is characterized by limited liability, management by members or managers, and limitations on ownership transfer
    limited liability company
  144. Limited liability companies must produce this document, and submit a copy to the state, to be recognized as a legal entity; generally provides minimal information necessary, such as name of LLC, its purpose, life, and names and addresses of organizers
    articles of organization
  145. Shares of ownership in limited liability; much like shares in a corporation or shares in a partnership; the legal claim to a portion of an LLC's profits
    membership interest
  146. A contract among members of a limited liability company setting forth the parties' agreements about funding, development, operations, and other key issues of the LLC
    operating agreement
  147. A general presumption in corporation law that a corporation will exist forever; i.e., most organizations do not have a specific date fixed for termination
    perpetual existence
  148. A contract between a parent company (franchisor) and an operating company (franchisee) to allow the franchisee to run a business with the brand name of the parent company, so long as the terms of the contract concerning methods of operation are followed
  149. The contract between a franchisor and franchisee that sets forth the terms and conditions of the franchise relationship. Federal law, and some state laws, regulate some terms of such agreements.
    franchise agreement
  150. A relationship between two persons; by explicit or implicit agreement, where one (the agent) may act on behalf of the other (the principal) and bind the principal by words and actions
    agency relationship
  151. A person authorized to act for or to represent another, called the principal.  Agreement a "meeting of the minds"; a mutual understanding between the parties as to the substance of a contract
  152. In an agency relationship, a person who, by explicit or implicit agreement, authorizes an agent to act on his behalf and perform acts that will be binding on the principal
  153. One serving as an agent who is authorized to conduct every transaction that can be lawfully delegated by a principal to an agent
    universal agent
  154. A person serving as an agent who is authorized to act for the principal in all matters relating to a particular business or employment relationship
    general agent
  155. One employed as an agent to conduct a specific transaction or business act for a principal; while there may be more than one action involved, it is not expected to be a continuous relationship
    special agent
  156. When an agent has an interest in the subject matter that is relevant to the agency relationship, this is often an interest in a specific piece of property
    agency coupled with an interest
  157. An agent who volunteers services without an agreement or expectation of compensation, but whose voluntary consent creates the rights and liabilities of the agency relationship
    gratuitous agent
  158. One authorized by an agent to help perform agency duties for a principal.
  159. A document authorizing another person to act as one's agent or attorney with respect to the matters stated in the document
    power of attorney
  160. In contract law, the act of accepting responsibility for a previous act that would not constitute an enforceable contractual obligation except for this, and it causes the obligation to be binding as if it were valid and enforceable.
  161. When a principal clearly accepts responsibility for an agency relationship.
    express ratification
  162. When the acceptance of an agency relationship by a principal is reasonably presumed given the actions of the principal
    implied ratification
  163. An agency created by operation of law that arises when the principal, by failing to properly supervise the agent, allows the agent to exercise too many powers, thereby allowing others to be justified in thinking that the agent possesses the powers the agent claimed to have
    agency by estoppel
  164. When the law imposes on a principal the consequence of an agency that was not otherwise accepted, usually in an emergency or other unusual situation
    agency by operation of law
  165. Power of an agent to bind a principal; the power is from an express or implied agreement between principal and agent
    actual authority
  166. In agency law, when an agent has clear authority, verbal or written, to act on behalf of a principal for certain matters
    express authority
  167. In agency law, when the right of an agent to act on behalf of a principal is inferred from past actions for from the current position of the agent
    implied authority
  168. That authority a reasonable person would assume an agent possesses in light of the principal’s conduct
    apparent authority
Card Set:
Business Law Final Review Part 1
2013-12-09 16:11:06

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