BL 3305 Agee Final Exam Guide Verified
Functions of Law
1. Resolve disputes
2. Protect property
3. Preserve the state
Substantive Law
Creates, defines, and regulates legal rights and duties
Procedural Law
Sets forth rules of enforcing those rights that are created by the substantive law
Public Law
Branch of substantive law that deals with the government's rights and powers and its
relationship to individuals or groups
Private Law
Part of substantive law governing individuals and legal entities in their relationship to
one another
Civil Law
Defines duties and deals with the rights and duties of individuals among themselves
*typically involves money*
Criminal Law
Establishes duties and involves offenses against the whole community
Due Process
Constitution
Sets forth basic principles and limitations for a government
Judicial Review
Power of courts to decide constitutionality of government action
Judicial Law = Common Law
Case decisions establish precedent in our Common Law system and must be consulted
when researching a legal Q.
Stare Decisis
Legal principle that requires inferior courts decisions be consistent with higher courts on
cases with similar facts
Equity
Judicial relief based on settled rules of fairness, justice, and honesty
Restatement
ALI prepared; summaries of the C/L
Legislative Law
Have been passed to promote uniformity in some areas of the law
*UCC*
*what we usually think of when we think of law*
Administrative Law
-Branch of public law
-Governs powers and procedures of governmental entities
-Frequently concerned with public health, safety, and welfare
-Created by agencies
How do you find a particular case?
,-Published in volumes
-Case cited with name of Plaintiff and Defendant, volume and page number of reporter
and the year of decision
What is included in an opinion?
1. Summary of essential facts and controversy, nature of the action, parties, what
happened in lower court, and what pleadings are material
2. Issue of law or fact
3. Legal principles involved
4. Application of these principles
5. Decision of the court
When choosing a type of business, what factors should be considered?
-Ease of formation
-Taxation
-External liability
-Management and control
-Transferability
-Continuity
Sole Proprietorship
-Unincorporated business with 1 person who owns and controls the business
-Taxed to owner with unlimited liability
General Partnership
-2 or more co-owners
-Each taxed for their share of profits
-Unlimited liability but also have the ability to control
-Will terminate if partner dies, withdraws, or becomes bankrupt
Joint Venture
-Similar to general partnership but for a particular business enterprise or venture
-Not typically ongoing
Limited Partnership
-One general partner and at least one limited partner
-Similar to an investor
Limited Liability Company
-Limited liability to all owners ("members")
-Members also participate in management
Limited Liability Partnership
-General partnership that makes a required statutorily required filing and thus limits
liability of its partners for some/all of the partnership obligations
Corporation
-Legal entity separate and distinct from owners
-Limited liability to owners
-Corporation is tasted on profits; SH on dividends
General Partner
-Can be in a general or limited partnership
-Has unlimited liability for debts
-Full management powers and right to share in profits
Limited Partner
, -Part of limited partnership
-Has limited liability for debt only to extent of capital contribution
Silent Partner
Does not participate in business
Secret Partner
Details or existence of partnership not released to the public
Formation of Partnership
-By contract/agreement
-Must be in writing if greater than 1 year
Terms of existence
1. Association of 2 or more people
2. Profit intent - share of profits based on agreement of partners, if no agreement, then
equally
3. Co-own business as partners
Attributes of a Corporation
1. Legal entity
2. Limited liability
3. Free transferability of shares
4. Perpetual existence
5. Centralized management
Public Corporation
-Created to administer a unit of local civil government or,
-Created by US to conduct public business
Private Corporation
-Private individuals create it and it has no governmental duties
For-Profit Corporation
-Founded for purpose of operating a business for profit
Non-Profit Corporation
-Any profits made are used exclusively for charitable, education, or scientific purposes
for which it was found
Domestic Corporation
Conducts business in the state in which it was incorporated
Foreign Corporation
-Not doing business in the state in which it was incorporated
-It must be certified to do business in those other states
Publicly Held Corporation
Shares owned by a large number of people and widely traded
Closely Held Corporation
-Owned by a few shareholders
-Not actively traded
-SH are involved in the management and control of the corporation
Steps in organizing a Corporation
1. Organizers (promoters) get $$ from investors
2. Prepare papers
3. Hold organizational meeting
Promoter
Functions of Law
1. Resolve disputes
2. Protect property
3. Preserve the state
Substantive Law
Creates, defines, and regulates legal rights and duties
Procedural Law
Sets forth rules of enforcing those rights that are created by the substantive law
Public Law
Branch of substantive law that deals with the government's rights and powers and its
relationship to individuals or groups
Private Law
Part of substantive law governing individuals and legal entities in their relationship to
one another
Civil Law
Defines duties and deals with the rights and duties of individuals among themselves
*typically involves money*
Criminal Law
Establishes duties and involves offenses against the whole community
Due Process
Constitution
Sets forth basic principles and limitations for a government
Judicial Review
Power of courts to decide constitutionality of government action
Judicial Law = Common Law
Case decisions establish precedent in our Common Law system and must be consulted
when researching a legal Q.
Stare Decisis
Legal principle that requires inferior courts decisions be consistent with higher courts on
cases with similar facts
Equity
Judicial relief based on settled rules of fairness, justice, and honesty
Restatement
ALI prepared; summaries of the C/L
Legislative Law
Have been passed to promote uniformity in some areas of the law
*UCC*
*what we usually think of when we think of law*
Administrative Law
-Branch of public law
-Governs powers and procedures of governmental entities
-Frequently concerned with public health, safety, and welfare
-Created by agencies
How do you find a particular case?
,-Published in volumes
-Case cited with name of Plaintiff and Defendant, volume and page number of reporter
and the year of decision
What is included in an opinion?
1. Summary of essential facts and controversy, nature of the action, parties, what
happened in lower court, and what pleadings are material
2. Issue of law or fact
3. Legal principles involved
4. Application of these principles
5. Decision of the court
When choosing a type of business, what factors should be considered?
-Ease of formation
-Taxation
-External liability
-Management and control
-Transferability
-Continuity
Sole Proprietorship
-Unincorporated business with 1 person who owns and controls the business
-Taxed to owner with unlimited liability
General Partnership
-2 or more co-owners
-Each taxed for their share of profits
-Unlimited liability but also have the ability to control
-Will terminate if partner dies, withdraws, or becomes bankrupt
Joint Venture
-Similar to general partnership but for a particular business enterprise or venture
-Not typically ongoing
Limited Partnership
-One general partner and at least one limited partner
-Similar to an investor
Limited Liability Company
-Limited liability to all owners ("members")
-Members also participate in management
Limited Liability Partnership
-General partnership that makes a required statutorily required filing and thus limits
liability of its partners for some/all of the partnership obligations
Corporation
-Legal entity separate and distinct from owners
-Limited liability to owners
-Corporation is tasted on profits; SH on dividends
General Partner
-Can be in a general or limited partnership
-Has unlimited liability for debts
-Full management powers and right to share in profits
Limited Partner
, -Part of limited partnership
-Has limited liability for debt only to extent of capital contribution
Silent Partner
Does not participate in business
Secret Partner
Details or existence of partnership not released to the public
Formation of Partnership
-By contract/agreement
-Must be in writing if greater than 1 year
Terms of existence
1. Association of 2 or more people
2. Profit intent - share of profits based on agreement of partners, if no agreement, then
equally
3. Co-own business as partners
Attributes of a Corporation
1. Legal entity
2. Limited liability
3. Free transferability of shares
4. Perpetual existence
5. Centralized management
Public Corporation
-Created to administer a unit of local civil government or,
-Created by US to conduct public business
Private Corporation
-Private individuals create it and it has no governmental duties
For-Profit Corporation
-Founded for purpose of operating a business for profit
Non-Profit Corporation
-Any profits made are used exclusively for charitable, education, or scientific purposes
for which it was found
Domestic Corporation
Conducts business in the state in which it was incorporated
Foreign Corporation
-Not doing business in the state in which it was incorporated
-It must be certified to do business in those other states
Publicly Held Corporation
Shares owned by a large number of people and widely traded
Closely Held Corporation
-Owned by a few shareholders
-Not actively traded
-SH are involved in the management and control of the corporation
Steps in organizing a Corporation
1. Organizers (promoters) get $$ from investors
2. Prepare papers
3. Hold organizational meeting
Promoter
