EXAM 2026|2027 ACTUAL COMPLETE REAL EXAM QUESTIONS
AND CORRECT ANSWERS (VERIFIED ANSWERS) ALREADY
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Limited Liability Company -ANSWER-entity providing full protection for
members from personal liability arising from tort or breach of K
members -ANSWER-participants in a Limited Liability Company
LLC members may withdraw at will or transfer their interests but not
their voting rights -ANSWER-true
LLC can be formed with no members and is called -ANSWER-"Shelf LLC"
LLCs are governed by -ANSWER-state statute, most states have adopted
the Uniform Limited Liability Company Act (ULLCA)
Advantages of LLC -ANSWER-* No double taxation like LLP (profits split
equally by members who pay fed/state taxes)
* LLC can be non-profit or even sole proprietorship
* LLC management can be appointed business manager, or member-
management
,California does not permit professionals (engineers, doctors, lawyers,
accountants, etc.) to form -ANSWER-LLC or PLLC
Articles of Organization -ANSWER-Founding document for LLC that is
filed with Secretary of State
Operating Agreement -ANSWER-Governing agreement of LLC, may be
verbal in many states
Corporations and other entities may become members of an existing
LLC -ANSWER-true
Profits and losses in LLC are shared by -ANSWER-members
If the LLC operating agreement is silent the LLC by default is covered by
-ANSWER-ULLCA
Events that trigger dissolution of an LLC -ANSWER-* Dissolution
stipulation in the Operating Agreement
* Consent of members
* 90 day where LLC has no members
* Court order
,fraud -ANSWER-misrepresentation of material fact upon which a party
relied upon to their detriment
scienter -ANSWER-Element of fraud involving "intent to deceive"
fraud by concealment -ANSWER-for amateur sellers, no duty to divulge
all flaws in a product; however, affirmative duty to disclose fatal flaws
to prospective buyers
silence as misrepresentation -ANSWER-No duty to disclose unless
silence will cause bodily harm/death, OR a FIDUCIARY RELATIONSHIP
exists (paralegal/lawyer with former as fiduciary and latter as principal),
OR STATUTORY DUTY TO DISCLOSE
Punitive damages are rarely awarded in K cases, the misconduct would
have to be egregious -ANSWER-true
Misrepresentation of law w/amateur sellers -ANSWER-Non-actionable
unless other party should know the law, and intentionally
misrepresented law to unsophisticated party
output k -ANSWER-a buyer agrees to buy all that the other party can
produce
, requirement k -ANSWER-party agrees to produce all that the party
requires
contractual capacity -ANSWER-element of valid k
competency -ANSWER-ability to comprehend nature and effects of k
infancy doctrine -ANSWER-allows a minor to disaffirm
duty of restitution (adults) -ANSWER-competent party must return
consideration to minor
duty of restoration (minor) -ANSWER-minor must return goods to
competent party
Damages -ANSWER-those not caused by minor, competent party
suffers loss
if caused by minor however, then the minor suffers loss
(minor signed up with sky diving school, and was injured as an adult
when the airplane crashed, sued over invalid K. Court held that the
minor ratified the K by taking part of the benefit as an adult.) Jones v.
Flight Sport -ANSWER-Ratification of K