Clemson Law 3220 Exam 3 Latest Update Graded A

Clemson Law 3220 Exam 3 Latest Update Graded A Contracts form legal relationships and duties meet meet legal requirements promise creates a "manifestation of intent" Completion of contracts assignment delegation third-party beneficiary performance breach impossibility agreement (rescission, novation, accord and satisfaction) Elements of Contracts agreement consideration capacity legality consent writing (if necessary) Express contract A contract in which the terms of the agreement are fully and explicitly stated in words, oral or written. Implied contract A contract that comes about simply from actions of the parties. Minors and contracts May void contract if under legal age of majority Have partial capacity Pay restitution of benefits Capacity legal ability to enter into a contract Promissory Estoppel A doctrine that applies when a promisor makes a clear and definite promise on which the promisee justifiably relies; such a promise is binding if justice will be better served by the enforcement of the promise. Assignment the transfer of contractual rights to a third party Delegation the transfer of contractual duties to a third party Accord and Satisfaction parties' agreement to change the obligation required by their original contract and the performance of the new obligation, alternative performance Caley vs. Gulfstream Aerospace New DRP-not accepted by employees b/c no consideration-court held for gulfstream-employees appeal-held-DRP is an offer, bargained for consideration, acceptance is employment Sherwood vs. Walker Pregnant cow case-Walker did not know cow was pregnant, sold for unreasonably low price-Sherwood won initally-walker appealed-Sherwood won second trial-unilateral, not mutual mistake-not voidable Mutual Mistake both parties to a contract have an incorrect belief about an important fact Unilateral Mistake A mistake that occurs when one party to a contract is mistaken as to a material fact. Ads in contract law invitations to submit an offer to buy Sole Proprietorship A business owned by one person, taxed individually Partnership A business in which two or more persons combine their assets and skills General Partnership partnership in which partners share equally in both responsibility and liability limited partnership partnership in which only one partner is required to be a general partner Corporation a company or group of people authorized to act as a single entity (legally a person) and recognized as such in law. Dissolution of Partnership The change in the relation of the partners caused by any partner ceasing to be associated in the carrying on of the business Parties that make up a corporation Shareholders Board of Directors Managers Employees Business Judgement Rule A rule that immunizes corporate management from liability for actions that result in corporate losses or damages if the actions are undertaken in good faith and are within both the power of the corporation and the authority of management to make. Zhou vs. Bickley Shop going out of business-new motorcycle shop-Zhou helped fund-Bickley refused to give up anything-is it a partnership?-breach of contract case, Bickley won-sole proprietorship, Zhou is investor limited liability A form of business ownership in which the owners are liable only up to the amount of their individual investments. intellectual property A product of the intellect, such as an expressed idea or concept, that has commercial value. Trademarks Copyrights Patents Trade Secrets Categories of Trademarks Fanciful (e.g., Clorox) Arbitrary (e.g., Apple) Suggestive (e.g., Coppertone) Descriptive (e.g., Kentucky Fried Chicken) Generic (e.g., Zipper) Service Marks Certification Marks Trade Name Chapter 7 Bankruptcy Chapter of the Bankruptcy Code providing for liquidation of the debtor's assets in order to repay the creditors; certain assets or aggregate value of assets of the debtor may be exempt based on state law. Chapter 13 Bankruptcy individual, payment plan to creditors over time overseen by trustee, court protected Chapter 11 Bankruptcy protects an insolvent firm from creditors during a period of reorganization to restore profitability, business keeps running, debtor/creditor settle before filing, court approves