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Under the ULLCA, the articles of organization of a limited liability company need not
set forth the name and address of each organizer.
A court may resort to the application of equitable principles when an award of money
damages "at law" would not be the proper remedy.
The defendant's case must rebut the plaintiff's evidence, prove any affirmative defenses
asserted by the defendant, and prove any allegations contained in the defendants
cross-complaint.
The preemptive right of shareholders gives a shareholder the ability to prevent the
dilution of his/her percentage ownership in the corporation.
Under the UCC a person is a merchant, if by their occupation they hold themselves out
to as having knowledge or skill about the goods in the transaction.
The Norris-LaGuardia Act was enacted in 1932 to prohibit certain types of essential
workers from being able to organize.
A corporation cannot be found civilly or criminally liable for violations of law.
Punitive damages are not recoverable for violations of Title VII.
House-sitting would be an example of a bailment, because e the house-sitter is in
temporary possession of someone's house, with the intention to return full possession to
the owner upon his or her return.
Even if the home countries of the principal and the agent are at war, the parties may
choose to continue the agency.
Revocation of acceptance is not effective until the seller or lessor is notified.
The United States Supreme Court has adopted three (3.) different standards of review
for deciding whether the government's different treatment of people or businesses
violates or does not violate the Equal Protection Clause:
the "maximum scrutiny" test;
the "average scrutiny" test;
the "minimal scrutiny" test.
As a general rule, an agent is liable for contracts negotiated on behalf of a partially-
disclosed principal.
OSHA conditional duty standards apply to specific equipment, procedures, type of
work, individual industry, and unique work conditions.
A defect in manufacture occurs when the manufacturer fails to properly assemble a
product, properly test a product, or adequately check the quality of a product.
All EU countries have voted to use the euro.
Not-for-profit corporations are formed for charitable, educational, religious, or
scientific purposes.
A minor's duty of restoration upon disaffirmance of a contract is generally a lesser duty
than restitution.
Only those consequential damages that are known or foreseeable can be collected.
Adhering to the teachings and philosophies of Karl Marx is a form of ethical
fundamentalism.
Heating systems and storm windows are examples of integrated property.
The three nations that signed the North American Free Trade Agreement were the
United States, Mexico, and Quebec.
Whenever a person participates in the management of a business, that person will be
treated as a general partner.
Mike sees Jan, who he dislikes, walking in the street and shoots an arrow at her. He
misses but instead hits Betsy. Betsy cannot sue Mike for battery because there was no
intent on the part of Mike to injure her.
The National Labor Relations Board is required to supervise all contested elections.
The offeror is the party to whom the offer is made.
Mitigation of damages is a doctrine that requires a non-breaching party to minimize
damages.
The owner of the premises where the property is mislaid is entitled to take possession of
the property against all except the rightful owner.
In general, a party to a contract has a duty to disclose all relevant facts to the other
party.
The concept of "centralized management" means that the management of a corporation
is separate and independent from its shareholders; therefore, a corporation is not subject
to any oversight by its shareholders.
In 1993, Congress enacted the federal Controlling the Assault of Non-Solicited
Pornography and Marketing Act (CAN-SPAM Act).
A replevin action under Article 2 of the UCC requires that the goods be unique.
The United States Supreme Court has held that sexual harassment that creates a hostile
work environment violates Title VII of the Civil Rights Act of 1964.
Quasi in rem jurisdiction is commonly referred to as detachment jurisdiction.
The Magnuson-Moss Warranty Act stipulates that sellers or lessors who make express
written warranties related to consumer products are forbidden from disclaiming or
modifying the implied warranties of merchantability and fitness for a particular
purpose.
A company that receives an opinion other than an unqualified opinion may not be able
to sell its securities to the public, merge with another company, or obtain loans from
banks.
Parties may voluntarily agree to perform a void contract and the agreement will be
enforced by the courts.
The Commerce Clause of the U.S. Constitution gives the federal government the
nonexclusive power to regulate commerce with foreign nations.
Roger intentionally set his residence on fire in order to collect insurance proceeds.
While the fire was being fought, the police arrived to help with the crowd of onlookers.
Roger realized he had done something wrong and went to one of the police officers and
told the officer that he had started the fire intentionally. The police officer did not give
Roger the Miranda warnings. Roger was not a suspect at the time he made the
confession. What is the most likely outcome if Roger tries to have the confession
excluded from evidence at trial?
A) Because the Miranda warnings were not given, the confession must be excluded.
B) Because Roger was not in custody, was not a suspect, and was not being questioned
about the fire, the Miranda warnings did not need to be given and the confession may
be admitted as evidence.
C) Because the police did not have an arrest warrant, the confession cannot be admitted
because the Miranda warnings were not given.
D) Because the 5th Amendment requires exclusion of any incriminating evidence, the
confession cannot be used.
E) Because the Fourth Amendment requires the exclusion of any incrimination
evidence, the confession cannot be used.
Which security interests are perfected at the moment of attachment?
A) all security interests
B) all purchase money security interests
C) all consumer goods-related security interests
D) all consumer goods-related purchase money security interests
E) all pledges
Under which of the following circumstances are parents liable on a contract entered into
by their child?
A) any contract that the parent was aware of before the child entered into it
B) all contracts for necessaries of life
C) contract for necessaries of life that the parents have not provided to the minor
D) all contracts entered into by the child
E) any contract that the child did not fully understand when it was entered into
Some proponents of corporate social responsibility argue that a corporation's duty is to
make a profit while avoiding causing harm to others. This theory of social responsibility
is called the moral ________.
A) compass
B) minimum
C) maximum
D) equanimity
E) mandate
Sterling and Company, LLP, has just established its business as the newest accounting
firm in town. There are eight general partners and a number of new graduates hired as
associates. They intend to specialize in audits of public companies. Which of the
following is not correct with regard to how Sterling and Company, LLP needs to
conduct its business?
A) It must register with the Public Company Accounting Oversight Board.
B) It must retain all audit papers for a period of at least ten years.
C) It must be sure to have a second partner review and approve audit reports prepared
by the firm.
D) It must assure that the auditors revolve off the audits every five years.
E) It must refrain from providing any non-audit services to its clients other than tax
preparation.
The E-SIGN Act provides that a digital signature can be verified in which of the
following ways?
A) by one (1) attesting witness, and one (1) non-attesting witness
B) by expert testimony confirming verification
C) by polygraph analysis
D) by a smart card
E) by alternative dispute resolution
Which of the following is a true statement regarding whether an abstraction or a
scientific principle can be patented?
A) Abstractions and scientific principles cannot be patented.
B) Abstractions and scientific principles cannot be patented unless they are part of the
tangible environment.
C) Abstractions and scientific principles cannot be patented unless they are part of the
intangible environment
D) Abstractions and scientific principles cannot be patented unless they are part of the
non-commercial environment.
E) Without exception, abstractions and scientific principles can be patented.
All negotiable instruments can be classified into which two general categories?
A) checks and drafts
B) checks and notes
C) notes and certificates of deposit
D) notes and drafts
E) checks and certificates of deposit
Under international law, what is the difference between a treaty and a convention?
A) A treaty is an agreement, and a convention is typically the meeting at which the
treaty was drafted.
B) The two terms have the same meaning; thus, there is no difference between them.
C) A treaty is an agreement negotiated directly be the signatory nations, while a
convention is first drafted by a sponsoring international organization, after which
nations can decide whether to be bound by it.
D) Conventions usually have only a few signatory nations, while treaties usually have
many.
E) A convention is a treaty signed by at least four nations, while a treaty is signed by
fewer than four nations.
When a contract is required to be in writing under the Statute of Frauds, which
signatures must be on the contract when one party sues the other for enforcement of the
contract?
A) the plaintiff's signature
B) the defendant's signature
C) the signature of both the plaintiff and the defendant
D) the signature of neither the plaintiff nor the defendant, as long as the contract clearly
states all relevant terms
E) a notary's signature
Two car dealers, one a Honda dealer and the other a Toyota dealer, are located across
the street from each other in a large city. There are several other Toyota dealers and
several other Honda dealers in the same city. These two dealers have become fiercely
competitive, and the competition has resulted in severe price-cutting. In fact, neither
dealer can survive over the long term by selling cars at the current prices. The dealers
meet and decide to stop this brutal competition. They agree on the prices to be charged
for each of their models. The prices agreed to are based on many factors. As a result,
there are no competing models for which the Toyota dealer and Honda dealer are
charging the same price. For example, the agreed price to sell the most basic Honda
Accord is different than the agreed price for the most basic Toyota Camry. Have the
dealers engaged in illegal price-fixing?
A) no, because the prices agreed to are different for competing products
B) no, because the price-fixing was necessary for the competitors to survive
C) no, because there are additional dealers in the relevant geographic market selling the
same brand products who are not part of this agreement
D) no, because the agreement includes dealers selling cars from only two manufacturers
E) yes, this is illegal price-fixing
Which of the following statutes specifically covers employees of airline carriers?
A) the Norris-LaGuardia Act
B) the National Labor Relations Act
C) the Labor-Management Relations Act
D) the Railway Labor Act
E) the Airline Labor Act
Which of the following is not an appropriate abbreviation for a limited liability
company?
A) L.L.C.
B) LLC
C) L.C.
D) LC
E) LTD.
The National Environmental Policy Act (NEPA) mandates that the federal government
consider the "adverse impact" of proposed legislation, rule-making, or other federal
government action on the environment after the action is implemented.
A promise to make a gift:
A) is not enforceable as a contractual duty.
B) is not enforceable, but can be voluntarily carried out.
C) is not enforceable, and if the promisor has actually completed the gift, a court will
order the recipient to return the gift.
D) is enforceable as a contract.
E) is enforceable as a contract if the parties are related.
Which of the following is true about a hung jury in a criminal case?
A) Because it means that the jury did not find guilt beyond a reasonable doubt, it has
the same result as if the jury had issued a verdict of not guilty.
B) It will automatically result in a new trial conducted before the same judge.
C) It will automatically result in a new trial, although it might be conducted before a
different judge.
D) It will allow another trial of the defendant to be held, which the state might or might
not choose to actually prosecute.
E) The case is decided on majority verdict.
Mabel, a citizen of England; and Pierre, a citizen of France, have been conducting
business for many years. Pierre now wants to sue Mabel. Which of the following is
true?
A) Pierre can sue Mabel in the World Court, because the dispute is commercial.
B) Pierre cannot sue Mabel in the World Court, because the dispute is commercial.
C) Pierre cannot sue Mabel in the International Court of Justice under any
circumstances.
D) Pierre can sue Mabel in the International Court of Justice, but only if Mabel
consents.
E) Pierre can sue Mabel in the International Court of Justice, but only if a court in
England first grants him permission.
Substantial performance occurs when there has been a(n) ________ breach of contract.
A) conditional
B) major
C) hypothetical
D) anticipatory
E) minor
Which of the following is/are a prejudgment collection remedy?
A) attachment
B) execution
C) garnishment
D) attachment and execution
E) attachment, execution and garnishment
Under the Americans with Disabilities Act, an employer is under an obligation to make
a(n) ________ to accommodate an employee's disability.
A) perfect
B) subjective
C) industry-compliant
D) reasonable
E) employee-requested
Tom signs a contract to purchase Jerry's house. They settle on the house, executing the
contract at 10:00 a.m., and the house is struck by lightning at 2:00 p.m., burning to the
ground as a result. Tom may claim impossibility based on destruction of the subject
matter and rescind the contract.
The Sarbanes-Oxley Act requires accounting firms that audit public companies to
register with the Public Company Accounting Oversight Board, and these accounting
firms are subject to inspection and review by the board as follows:
A) Registered accounting firms that audit more than fifty public companies per year are
inspected and reviewed at least once per year.
B) Registered accounting firms that audit more than seventy-five public companies per
year are inspected and reviewed at least once per year.
C) Registered accounting firms that audit less than one hundred public companies per
year are inspected and reviewed at least once every five years.
D) Registered accounting firms that audit less than one hundred public companies per
year are inspected and reviewed at least once every three years.
E) Registered accounting firms are required to file annual reports, but the Board only
investigates and reviews an accounting company if allegations of misconduct are
alleged.
Which of the following will not generally automatically terminate an open offer?
A) the death of the offeror
B) the death of the offeree
C) changed economic circumstances
D) destruction of the subject matter of the contract
E) supervening illegality of the object of the contract
As the Wyoming Tetons are playing the Missouri Ozarks in a baseball game, a fan who
is sitting near the Tetons' dugout starts yelling at Mickey Macho, one of the Tetons'
relief pitchers, telling him that his pink minivan makes him look like a suburban family
man. Macho, because he feels insulted, picks up a nearby bench and throws it at the fan,
who is injured as a result. The fan then sues the Tetons. The fan could recover from the
Tetons:
A) under the "work-related" test, but not under the "motivation" test.
B) under the "motivation" test, but not under the "work-related" test.
C) under either the "motivation" or the "work-related" test.
D) under neither the "work-related" test nor the "motivation" test.
E) under the "work-related" test, but only if the fan can prove that the fan did not
assume the risk.
What was the result in Cunningham v. Hastings, where two unmarried people purchased
a home as joint tenants, one party made the down payment, and there was a dispute
regarding whether that party was entitled to a larger portion of the proceeds when the
house was sold, in order to compensate for the down payment?
A) Because the parties were unmarried, the party who made the down payment received
a larger portion of the proceeds from the sale, to account for the down payment.
B) Regardless of whether the parties were married, the party who made the down
payment received a larger portion of the proceeds from the sale, to account for the down
payment.
C) Because the parties were unmarried they could not own the property as joint tenants,
and under principles of equity, the party who made the down payment received a larger
portion of the proceeds from the sale to account for the down payment.
D) Because the parties were unmarried, they owned the property as tenants by the
entirety, and the party who made the down payment was denied a larger share of the
sale proceeds to account for the down payment.
E) Because the parties owned the property as joint tenants, the party who made the
down payment was denied a larger share of the sale proceeds, to account for the down
payment.
Ownership of real property in fee simple defeasible means that:
A) the ownership is for only a limited period of time.
B) the ownership is absolute, except that ownership may be lost upon the occurrence or
non-occurrence of some specified event.
C) the property remains titled to the grantor.
D) some type of joint ownership exists.
E) the property was acquired through a donation.
The Administrative Procedures Act does not:
A) establish the size of the agency and requirements to serve as an agency member.
B) establish procedures for rulemaking.
C) establish rules for conducting agency adjudicative matters.
D) establish notice requirements.
E) establish hearing requirements.
With few exceptions, an unauthorized indorsement is ________ as the indorsement of
the person whose name is signed.
A) conditionally operative
B) partially operative
C) fully operative
D) wholly inoperative
E) partially inoperative
Drawers sometimes write checks that omit certain information, such as the amount of
the check or the payee's name, either on purpose or by mistake. These are called
________ checks.
A) implied-in-fact
B) implied-in-law
C) equitable
D) conditional
E) incomplete
Mary finds a wallet in the library that is filled with cash. She would like to keep the
money but decides to turn it in to the lost-and-found office because if it were her wallet,
she would like the person who found it to do the same. Mary reached her decision in
accordance with:
A) utilitarianism.
B) the categorical imperative.
C) Rawl's social justice theory.
D) Kantian ethics.
E) moral maximum.
Bay State Bank loaned the Fabulously Fresh Seafood Company $300,000, with the
fishing company's inventory as collateral. Fabulously Fresh has never missed a payment
to Bay State, but has recently been missing payments to a number of its other creditors.
On May 12, five other creditors filed an involuntary Chapter 7 bankruptcy petition
against Fabulously Fresh. This was not objected to by Fabulously Fresh, and the judge
entered an order for relief. Which of the following is the best description of Bay State's
legal situation at this point?
A) The automatic stay will prevent Bay State from taking any action relative to its debt
until the bankruptcy proceeding is finalized.
B) Because Bay State is a secured creditor, the automatic stay would not apply to it.
C) Because Bay State did not sign the petition, it can take no actions against Fabulously
Fresh.
D) Because the loan to Bay State has not had any missed payments, Bay State can take
no actions against Fabulously Fresh.
E) Bay State would likely be granted relief from the automatic stay, since the inventory
of Fabulously Fresh would likely lose value rapidly.
The United States Constitution grants the federal government the power to regulate
which of the following types of commerce?
A) commerce with Native American tribes
B) foreign commerce
C) interstate commerce
D) intrastate commerce, even if such commerce has no effect on interstate commerce
E) commerce with Native American tribes, foreign commerce, and interstate commerce
A party who is concerned about his or her ownership rights in a parcel of real property
can bring:
A) a real title action.
B) a warranty title action.
C) a quiet title action.
D) a notice title action.
E) a fee simple title action.
