Closely held corporations sometimes impose supermajority or unanimous quorum
requirements even though this creates the possibility of deadlock at the director level.
Hugo wishes to raise money for his restaurant. He offers to sell stock to his brothers,
sisters, aunts, uncles, and cousins. The offering is made by telephone to each of the
investors and amounts to a stock offering in the dollar amount of $1,500,000. The
offering is made to a total of 38 family members and no notice is given to the SEC. Is
this a permissible offering under the federal securities laws? Explain.
If a written limited warranty is given for a consumer product, it may state that there is
no warranty of merchantability as long as this disclaimer is conspicuous.
Unemployment insurance is funded by employer taxes; federal taxes generally pay
administrative costs and state contributions pay for the actual benefits.
Under the majority rule, an unsuspecting shareholder who receives an illegal dividend
from a solvent corporation cannot be compelled to refund the dividend.
The earned surplus test does not permit capital surplus to be used for the payment of
dividends.
The maxim “Qui facit per alium, facit per se” accurately describes the relationship
between an independent contractor and the one who hired him or her.
A corporation is considered to be a person within the Fifth Amendment’s clause that
protects a person against self-incrimination.
Under the RMBCA, if a quorum exists, a shareholder action such as the election of
directors is approved if the votes cast for the action exceed the votes cast against it.
A “holder” may transfer the instrument, negotiate it, enforce payment of it subject to
valid claims and defenses, and with some exceptions discharge it.
Harold, a minor, decided to trade his 1985 truck on a new, late-model car at the local
dealership. One week after driving the new car, Harold decides that he cannot afford the
payments. Harold now wishes to disaffirm his purchase and get his old truck back. The
dealer informs Harold that the truck has been sold. Can Harold get the old truck back
and disaffirm his contract with the dealer? Explain.
A bank must give notice of dishonor within one business day and a nonbank within
three business days of the day on which it receives notice of dishonor.
The FLSA is not the federal minimum wage statute.
After passage of a week, the buyer of six crates of strawberries will be deemed to have
accepted the goods.
In a disparate impact case, the Civil Rights Act of 1991 now provides that even if an
employer can prove the “business necessity” of a challenged employment practice, the
plaintiff can still win if the employer’s interest could be met in a non-discriminatory
manner.
Robbery and burglary are the same crime.
Breach of a contractual promise and failure of a condition have fundamentally the same
effect.