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Notes and certificates of deposit are orders to pay money to a third person.
The business corporation is a key institution not only in the American economy but also
in the world power structure.
A testator with capacity and intent can create an irrevocable will.
A bank "gives value" when it allows a depositor to withdraw funds against a deposited
item.
If a drawee bank pays an instrument containing a forged indorsement, the bank is liable
for conversion.
Shareholder approval of a fundamental change in a corporation would normally need to
be unanimous.
If a "liquidation preference" is provided, preferred stock usually has priority over
common stock.
AB, Inc. fires an employee and then, when asked for a reference on him, knowingly
makes some untrue statements which prevent him from finding a job. AB is liable for
defamation.
A payor bank is under an obligation to pay an uncertified check that is nine months old.
Sue makes a note payable to the order of Eric. Eric indorses it and delivers it to Henry
who gives Eric his indorsed paycheck in return. Henry is a "holder."
Article 8 of the UCC contains rules applicable to transfers of investment securities.
If a promise is illusory, mutuality of obligation is lacking.
If a raccoon gets loose from a cage and harms someone, the owner can escape liability
by showing that he took great care to keep the animal confined.
Two principal sources for corporate financing are debt and equity investment securities.
Equitable remedies are available any time the plaintiff chooses them over money
damages.
An offer can be communicated by words or by conduct.
The Code's remedies are cumulative; therefore, a seller may both withhold delivery of
the goods and identify goods to the contract.
From the industry's perspective, under the Clean Air Act it is better to be considered a
new source than an existing one since the standard governing existing stationary
sources is more stringent than the standard governing new sources.
The officers and the directors are fiduciaries of the corporation, but the business
judgment rule will not preclude liability on officers and directors for honest mistakes of
judgment.
The word "merchantability" must be mentioned in a disclaimer of an implied warranty
of merchantability.
