Zeelon Corporation stock may be summarized as follows:
100,000 authorized
90,000 issued
75,000 outstanding
15,000 treasury stock
How many shares or proxies will have to be present for a quorum (assuming no special
provision and that the Revised Act is not in effect)?
a. 45,001.
b. 37,501.
c. 30,001.
d. 50,001.
In a disparate treatment case:
a. if the plaintiff meets the burden of proving a prima facie case, the burden of proof
shifts to the employer.
b. an employer will not prevail in the face of a plaintiff’s prima facie case unless it can
articulate legitimate, non-discriminatory reasons for its actions.
c. if a plaintiff can show that a defendant’s allegedly legitimate reason for not hiring
plaintiff is merely a pretext for discrimination, the plaintiff wins.
d. All of the above.
Bill’s car broke down on a dark, rainy night. Along came Andy in his service station’s
four-wheel drive truck with tools and supplies in the back. Bill didn’t have any credit
cards and only $3.25 cash, so Andy told him to write a check or an IOU. Neither Andy
nor Bill had any paper, so Bill wrote on the cover of Andy’s lunchbox: “If my car is
fixed right by Andy Walcott, I will pay him $150. (Signed) Bill Boyd.” Andy indorses
the note and takes it to a commercial factor for negotiation. The factor refuses, saying it
is non-negotiable because it:
a. is written on a lunchbox.
b. is conditional on satisfactory repair of the car.
c. mentions the existence of a contract to repair the car.
d. None of the above.
Dishonor of an instrument involves which of the following?
a. A demand note is dishonored if the maker does not pay it on the day of presentment.
b. An accepted demand draft is dishonored if the drawer does not pay it on the day of
presentment.
c. If a check is presented for payment directly to the payor/drawee bank for immediate
payment, a refusal to pay the check within seven business days of presentment
constitutes dishonor.
d. All of the above.
Which of the following are activities that give rise to strict liability?
a. Performing abnormally dangerous activities.
b. Selling defective, unreasonably dangerous products.
c. Keeping animals.
d. All of these are correct.
Discuss each of the following ethical theories with regard to whether you accept or
reject them for your own actions and decisions.
a. Intuitionism and the “Television Test.”
b. Rule Utilitarianism.
c. Ethical Relativism.
d. Ethical Fundamentalism.
e. The deontological approach.
f. Milton Friedman’s ideas on corporate governance.
A definite time required for negotiability would NOT be satisfied in which instance?
a. Payable on or before January 2, 2012.
b. Payable one week after demand is made.
c. Payable one year from the completion of the building.
d. Payable on June 15, 2012 or, if the building is not complete on that date, one year
from that date.
A Chapter 13 plan of reorganization may include all but which one of the following?
a. Priority debts must be paid in full unless the debtor waives that right.
b. Future wages necessary to execute the plan must be controlled by the trustee.
c. Assets must be liquidated.
d. The rights of unsecured creditors may be modified.
Authority that a third person, in view of the circumstances, the conduct of the parties,
and a lack of notice or knowledge to the contrary, may reasonably consider to exist is
known as:
a. actual implied.
b. apparent.
c. actual express.
d. None of the above.
Inga runs a Swedish health spa in Connecticut. She orders 100 loofah sponges from a
company in California. They are sent “F.O.B. Hartford, Connecticut,” but they never
arrive. What consequence?
a. Inga has to pay anyway since it was a destination contract.
b. The California company is required to bear the loss since the sponges had not yet
reached the F.O.B. point.
c. The California company and Inga will have to split the loss since they did not specify
in their contract when the risk of loss would pass to Inga.
d. It cannot be determined who has the risk of loss from the information given.
Under the UCC, __________ refers to the manner and extent to which the respective
parties to a contract have accepted successive tenders of performance by the other party
without objection.
a. course of dealing
b. usage of trade
c. course of performance
d. integrated document
Carl and Ron are both engaged in road construction work. They know that several jobs
are going to be up for public bids, and agree between themselves that Carl will bid on
one job and Ron will bid on the other, so that they both have work for the summer.
When the bids are opened, Carl realizes that Ron has bid on both jobs. Ron is awarded
both contracts. Carl now wants to sue Ron for breach of contract.
a. Carl would probably win on the basis of promissory estoppel since he has
detrimentally relied upon Ron’s representation that he would not bid.
b. Since Carl is less at fault than Ron, the court will likely award Carl damages.
c. This is an agreement in violation of public policy that will not be enforced by the
courts.
d. This is an agreement obstructing the administration of justice that will not be
enforced by the courts.
Marty Sandidge wrote a check payable to ‘Charles Saxon’ when the payee’s real name
was spelled ‘Charles Saxton.’ In order to obtain payment, Charles:
a. must have Marty void the check and rewrite another check with Charles’s name
spelled correctly.
b. may be required by a person taking the instrument for value to sign both ‘Charles
Saxon’ and the correct spelling of his name.
c. must sign only his real name with the correct spelling or he will be liable for forgery.
d. must sign only ‘Charles Saxon’ since that was the name on check.
Under the Pregnancy Discrimination Act:
a. family leave must be given to pregnant women and mothers of newborns.
b. employers may not refuse to hire a pregnant woman, fire her, or force her to take
maternity leave.
c. employers must give family leave to fathers of newborns as well as to mothers.
d. the BFOQ defense is not available.
The 1933 Securities Act defines the term ‘security.” The courts have generally
interpreted the statutory definition to include non-traditional forms of investments. The
Supreme Court of the United States has adopted a two-tier analysis of what constitutes
a security. Within this analysis the Court has used a three-part test to determine whether
a non-traditional financial transaction constitutes an investment contract and thus a
security.
Explain (a) the 1933 Act’s statutory definition of security, (b) the courts’ general
interpretation of the 1933 Act’s definition, and (c) the Supreme Court’s two-tier test.
Use case law to illustrate your explanation, if appropriate. Also, why do you think the
Supreme Court had to devise such an analysis?
Which of the following is NOT a major duty, which the agent owes to the principal?
a. Duty to obey instructions.
b. Duty to act in good faith and with loyalty.
c. Duty to indemnify.
d. Duty to exercise care.
‘Commercial speech” includes:
a. expressions related to the economic interests of the speaker and her audience.
b. speech proposing commercial transactions.
c. advertisements for a service.
d. All of the above.
Which of the following nonsales transactions would likely be covered by an extension
of Article 2 principles?
a. Bailments involving goods.
b. Leases involving goods.
c. Sales involving real estate.
d. Both (a) and (b).
In what way or ways are situational ethics and ethical relativism similar?
a. They both look to a central authority or set of rules to guide ethical decision-making.
b. They both assess each separate act according to whether it maximizes pleasure over
pain.
c. They both judge actions from the perspective of the actor.
d. All of the above.
Discuss whether officers and directors may entrust important work to others and their
potential liability if they do.
A preincorporation subscription is an offer to purchase capital stock in a corporation yet
to be formed.
A typical state long-arm statute applies only to nonresident defendants who commit
criminal acts in the state.
Explain what a trial sale is. Identify the two types of trial sales recognized by the UCC
and explain the test for distinguishing between the two types. Discuss transfer of title
and risk or loss with each type of trial sale.
A widely applied test for causation in fact is the “but for” test.
Action taken by private citizens may constitute state action if the state has encouraged
the challenged private action.
The Windows, Inc. v. Jordan Panel Systems Corp. case dealt with title and risk of loss
under a destination contract.
Linton, as a sales agent for Nancy, may keep the money for the sales in his personal
bank account until due to her as long as he keeps accurate records of the amounts he
must separate out to pay to her.
Voting trusts generally are effective for one year.