A corporation considers a consulting contract with a company owned by one director's sibling. The interested director discloses the relationship and leaves the room before disinterested directors vote. Which statement be...
Citations: Model Business Corporation Act conflicted-interest principles
...in good faith." The agreement does not specifically address contracts with affiliates. Rina, Copper Trail's sole manager, hired FleetFix Co. to maintain Copper Trail's delivery vans. FleetFix is owned by Rina's spouse. R...
Citations: Revised Uniform Limited Liability Company Act principles, NCBE MEE Business Associations outline
...ion on behalf of another, and control. That is enough for agency even without a writing, salary, or contract-signing power. Restatement (Third) of Agency section 1.01
Citations: Restatement (Third) of Agency section 1.01
...and business losses one month after the wedding but continued living with Quinn for two years. Pat discovered the sterilization plan only after Quinn admitted it during counseling. Pat also claims the wedding occurred u...
Citations: NCBE MEE Subject Matter Outline, Family Law, Uniform Marriage and Divorce Act section 208
A defendant filed a properly supported summary-judgment motion with deposition excerpts and business records. The plaintiff's opposition states that the complaint already alleges the defendant acted wrongfully and that a...
Citations: Fed. R. Civ. P. 56(c), Fed. R. Civ. P. 56(e)
An obligor with two children from a prior relationship remarries and has another child. The obligor asks to reduce support for the older children based on the new spouse's income and the new baby's expenses. Which statem...
Citations: State child-support guideline principles
...ted the National Cyber Insurance Act. The Act requires every business with more than 25 employees to buy qualifying cyber insurance or pay an annual "shared responsibility payment" with its federal income-tax return. The...
Citations: U.S. Const. art. I, sec. 8, cl. 1, U.S. Const. art. I, sec. 8, cl. 3, National Federation of Independent Business v. Sebelius, Bailey v. Drexel Furniture Co., Sonzinsky v. United States
Congress required businesses with more than 25 employees either to maintain cyber-insurance coverage or to make an annual payment with their federal income-tax return. The payment is calculated as one percent of payroll...
Citations: U.S. Const. art. I, sec. 8, cl. 1, National Federation of Independent Business v. Sebelius, Sonzinsky v. United States, Bailey v. Drexel Furniture Co.
...one person will manage operations and another will contribute capital without taking part in day-to-day management. They ask what is generally required to create a limited partnership rather than an ordinary general part...
Citations: Uniform Limited Partnership Act principles
A corporation's directors want to approve a time-sensitive bank loan without holding a meeting. Which statement best describes board action by written consent? The correct choice states the standard written-consent metho...
Citations: Model Business Corporation Act board-action principles
A corporation's CEO signs a routine office-supply contract with a vendor that has dealt with the CEO on similar contracts for two years. The board later refuses to pay, arguing that no shareholder vote approved the contr...
Citations: Model Business Corporation Act principles
...ctor owns 40% of a vendor that is seeking a long-term supply contract with the corporation. The director participates in the board discussion and votes for the contract. Which statement best describes how the transaction...
Citations: Model Business Corporation Act conflicted-interest principles
...f a corporation's shares but is not a director, officer, or employee. Without board authorization, she signs a vendor contract in the corporation's name. Which statement is most accurate? The question tests a frequent mi...
Citations: Model Business Corporation Act principles
...ncorporated, its founder, Laila, negotiated a three-year office lease with Metro Workspace. The lease identified the tenant as "GreenByte Inc., a corporation to be formed," and Laila signed, "Laila Ortiz, founder." The l...
Citations: Model Business Corporation Act principles
Oak & Iron, Inc. is a closely held corporation with three shareholders. Ana owns 60%, Ben owns 25%, and Cara owns 15%. For ten years, all three worked for the corporation and received modest salaries plus annual dividend...
Citations: General controlling-shareholder fiduciary-duty principles, NCBE MEE Business Associations outline
A consultant met with a software company and said, "I represent Northlake Bank, and I can sign a five-year licensing deal for the bank today." The bank had never communicated with the software company, had not listed the...
Citations: Restatement (Third) of Agency section 2.03
A member of an LLC gives notice that she withdraws as a member. The operating agreement does not say that withdrawal dissolves the LLC. Which statement is most accurate? The correct answer states the key distinction betw...
Citations: Revised Uniform Limited Liability Company Act principles
A partner withdrew from a general partnership. The partnership removed the partner from internal records but did not notify a long-time supplier and did not update its public website for several months. The former partne...
Citations: Uniform Partnership Act and Revised Uniform Partnership Act principles
A restaurant employee, without authority, ordered $12,000 of specialty wine in the restaurant owner's name. The next day, the owner learned the price, quantity, and supplier. He told the employee, "You had no right to do...
Citations: Restatement (Third) of Agency section 4.01
QuickCart contracted with Omar to deliver groceries. The written agreement called Omar an independent contractor and required him to provide his own car. QuickCart, however, required Omar to wear a QuickCart shirt, accep...
Citations: Restatement (Third) of Agency sections 7.07, 7.08
A corporation's president regularly signs routine customer contracts. Without a board vote, the president signs an agreement to sell the corporation's only factory. Which statement best describes the president's apparent...
Citations: Agency principles applied to corporate officers
A director owns a warehouse company. Without disclosing that ownership, the director persuades the corporation to lease space from the warehouse company at above-market rent. Which fiduciary duty is most directly implica...
Citations: General corporate fiduciary-duty principles
A limited partner gives valid notice of withdrawal under the partnership agreement. The former limited partner then demands direct title to 20 percent of the LP's equipment and claims the right to sign a new customer con...
Citations: Uniform Limited Partnership Act principles
...as purchasing manager. For two years, Dev placed monthly parts orders with Metro Components, and Atlas paid each invoice. Atlas's website listed Dev as "Purchasing Manager" with a company email address. After a dispute...
Citations: Restatement (Third) of Agency sections 3.06, 3.11
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