BUL 3130 QUESTIONS AND ANSWERS SET A+
✔✔Corporate Dissolution - ✔✔Process by which ALL corp assets are liquidated, all
corporate liabilities are paid off, and any remaining cash or other assets is distributed to
SHs (subject to any preferred shareholder preferences)
-- Corp does NOT cease to exist immediately upon commencement of dissolution
process -- all structures stay in place, but the PURPOSE of the corp changes (from
operation of biz, to liquidation of of all assets and winding up of biz affairs), and the
authority of actors becomes limited to that purpose (authority to pay off creditors, etc.)
3 types:
1. Voluntary dissolution
2. Administrative Termination
3. Judicial Dissolution
✔✔ Express Warranty - ✔✔1) Goods confirm to any affirmation of fact or promise
2) Goods conform to any description of them
3) The goods conform to any sample or model
✔✔Implied Warranty - ✔✔an unwritten guarantee that the good or service is fit for the
purpose for which it was sold
✔✔implied warranty of merchantability - ✔✔A warranty that goods being sold or leased
are reasonably fit for the ordinary purpose for which they are sold or leased, are
properly packaged and labeled, and are of fair quality. The warranty automatically
arises in every sale or lease of goods made by a merchant who deals in goods of the
kind sold or leased.
✔✔implied warranty of fitness for a particular purpose - ✔✔arises when:
1) the particular purpose for which a buyer or lessor will use the goods
2)that the buyer or lessor is relying on the skill and judgment of the seller or lessor to
select suitable goods
✔✔implied warranties from prior dealings or trade custom - ✔✔use of a trade custom
, ✔✔the agent - ✔✔a person who acts or does business for another
✔✔the principal - ✔✔has the right to control the agent's conduct in matters entrusted to
the agent
✔✔Agency by Agreement - ✔✔is an agency relationship that is created by an oral or
written contract between the agent and principal.
✔✔Agency by Ratification - ✔✔person who is not an agent makes a contract on the
behalf of the principal
*involves question of intent, intent expressed by either words or conduct
✔✔Agency by Estoppel - ✔✔is an agency relationship that is created because the
principal's action caused a third party to believe that an agency relationship exists.
✔✔Agent's Duties to the Principal - ✔✔performance, standard of care, notification,
loyalty, obedience, accounting
✔✔Principal's Duties to Agent - ✔✔compensation, reimbursement and indemnification,
cooperation, safe working conditions
✔✔Express Authority - ✔✔the authority of an agent, stated in the document or
agreement creating the agency
✔✔Implied Authority - ✔✔Authority that is not expressed or written into the contract, but
which the agent is assumed to have in order to transact the business of insurance for
the principal.
✔✔Apparent Authority - ✔✔when the principal, by either word or action, causes a third
party reasonably to believe that the agent has authority to act, even though the agent
has no express or implied authority
✔✔respondent superior - ✔✔A doctrine under which a principal or an employer is held
liable for the wrongful acts committed by agents or employees while acting within the
course and scope of their agency or employment.
*"Let the Master Act"
✔✔Vicarious Liability - ✔✔I. indirect liability
II. principal-employer being held liable for the torts committed by an agent-employee
✔✔Sole Proprietorship - ✔✔the owner is the business
✔✔Corporate Dissolution - ✔✔Process by which ALL corp assets are liquidated, all
corporate liabilities are paid off, and any remaining cash or other assets is distributed to
SHs (subject to any preferred shareholder preferences)
-- Corp does NOT cease to exist immediately upon commencement of dissolution
process -- all structures stay in place, but the PURPOSE of the corp changes (from
operation of biz, to liquidation of of all assets and winding up of biz affairs), and the
authority of actors becomes limited to that purpose (authority to pay off creditors, etc.)
3 types:
1. Voluntary dissolution
2. Administrative Termination
3. Judicial Dissolution
✔✔ Express Warranty - ✔✔1) Goods confirm to any affirmation of fact or promise
2) Goods conform to any description of them
3) The goods conform to any sample or model
✔✔Implied Warranty - ✔✔an unwritten guarantee that the good or service is fit for the
purpose for which it was sold
✔✔implied warranty of merchantability - ✔✔A warranty that goods being sold or leased
are reasonably fit for the ordinary purpose for which they are sold or leased, are
properly packaged and labeled, and are of fair quality. The warranty automatically
arises in every sale or lease of goods made by a merchant who deals in goods of the
kind sold or leased.
✔✔implied warranty of fitness for a particular purpose - ✔✔arises when:
1) the particular purpose for which a buyer or lessor will use the goods
2)that the buyer or lessor is relying on the skill and judgment of the seller or lessor to
select suitable goods
✔✔implied warranties from prior dealings or trade custom - ✔✔use of a trade custom
, ✔✔the agent - ✔✔a person who acts or does business for another
✔✔the principal - ✔✔has the right to control the agent's conduct in matters entrusted to
the agent
✔✔Agency by Agreement - ✔✔is an agency relationship that is created by an oral or
written contract between the agent and principal.
✔✔Agency by Ratification - ✔✔person who is not an agent makes a contract on the
behalf of the principal
*involves question of intent, intent expressed by either words or conduct
✔✔Agency by Estoppel - ✔✔is an agency relationship that is created because the
principal's action caused a third party to believe that an agency relationship exists.
✔✔Agent's Duties to the Principal - ✔✔performance, standard of care, notification,
loyalty, obedience, accounting
✔✔Principal's Duties to Agent - ✔✔compensation, reimbursement and indemnification,
cooperation, safe working conditions
✔✔Express Authority - ✔✔the authority of an agent, stated in the document or
agreement creating the agency
✔✔Implied Authority - ✔✔Authority that is not expressed or written into the contract, but
which the agent is assumed to have in order to transact the business of insurance for
the principal.
✔✔Apparent Authority - ✔✔when the principal, by either word or action, causes a third
party reasonably to believe that the agent has authority to act, even though the agent
has no express or implied authority
✔✔respondent superior - ✔✔A doctrine under which a principal or an employer is held
liable for the wrongful acts committed by agents or employees while acting within the
course and scope of their agency or employment.
*"Let the Master Act"
✔✔Vicarious Liability - ✔✔I. indirect liability
II. principal-employer being held liable for the torts committed by an agent-employee
✔✔Sole Proprietorship - ✔✔the owner is the business
