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1. _____ What must be filed in order to form a limited liability company?
b. Articles of incorporation.
c. Articles of organization.
d. Certificate of limitation.
2. _____ Ten persons formed the Magic City Company, LLC for a term of 20 years. Shortly before the expiration of this period, the members held a vote on whether to continue the business for an additional five years. The vote was eight votes in favor and two against continuing. As a result:
a. The limited liability company will continue for an additional five years.
b. The limited liability company will continue as an at-will LLC.
c. The limited liability company will be dissolved at the end of the original 20-year term.
d. The court will take over operation of the LLC upon expiration of the original term.
3. _____ When a corporate board declares a dividend, it is generally payable to all shareholders who owned shares:
anytime during the tax year.
on the record date.
on the date the dividends are to be paid.
on the date the dividends are declared.
4. _____ Boards or Directors often delegate authority to smaller groups called committees. Which of the following board activities cannot be delegated to a committee?
5. _____ The City of Maysville has formed a separate corporation to operate the water system for the city. This corporation is best described as what type of corporation?
6. _____ Mallard Corporation is incorporated in Iowa and does business in Ohio. This corporation is:
a. A domestic corporation as to both Iowa and Ohio.
b. A foreign corporation as to both Iowa and Ohio.
c. A domestic corporation as to Iowa and a foreign corporation as to Ohio.
d. A domestic corporation as to Ohio and a foreign corporation as to Iowa.
7. _____ Mary is planning to form a corporation to manufacture and distribute electric solar panels. She will sell the panels only in the Rocky Mountain states. These panels will be manufactured at two factories, one in Illinois and one in Florida. The headquarters of this company will be in Louisiana. In which state(s) could Mary incorporate this business?
a. Florida, Illinois, or Louisiana.
b. Louisiana only.
c. Florida, Illinois, Louisiana, or any state in which the products are sold.
d. Any of the fifty states.
8. _____ Jan owns 800 of the 2,000 issued and outstanding shares of Jackalope Corporation. There are five members of the board of directors, three of whom are up for election at a shareholders’ meeting. If each share of stock is entitled to one vote, what is the maximum number of votes that Jan can cast for any one of the candidates for the positions on the board under cumulative voting?
9. _____ At the time Corporation A was created, the management was concerned about potential hostile takeovers. In the articles of incorporation they included a provision that all of Corporation A’s contracts would expire if the ownership of Corporation A changed hands. This anti-takeover technique is best described as:
a. Selling a crown jewel.
b. A poison pill.
c. A white knight merger.
d. A reverse merger.
10. _____ Corporation L is the target of a hostile takeover by Corporation O. Corporation L’s most valuable asset is its oil fields. To stop the takeover, Corporation L decides to sell its oil fields. This anti-takeover technique is best described as:
a. Selling a crown jewel.
b. A poison pill.
c. A white knight merger.
d. A reverse merger.
11. _____ Martha started a flower shop as a sole proprietor. After one year, she was forced to close the shop because business was so bad. At that time, the business assets totaled $50,000, but the business liabilities totaled $125,000. Which of the following statements is true?
a. Martha is personally liable for the additional $75,000.
b. Martha’s business creditors can collect only the $50,000 of business assets.
c. Martha’s business creditors can collect only the $50,000 now, but if Martha ever goes into business again, they can get the assets of the new business.
d. Once Martha terminates the sole proprietorship, the business creditors cannot get any amounts, including the $50,000.
12. _____ All of the following are positive effects of the Enron debacle except:
a. Many U. S. firms cleaned up their accounting practices.
b. The federal government replaced depleted employee pension funds invested in Enron stock.
c. Shareholders and creditors became more demanding of financial data before committing funds to corporations.
d. The SEC became a fiercer watchdog of corporate activity.
13. _____ Jane and Joan decide to open a plumbing business. Both contribute money to the business, but because Jane has expertise in plumbing, she makes all the management decisions. Joan will not participate in much of the day-to-day operations. Jane and Joan will split net income equally. Jane and Joan make no filings associated with this business. This enterprise is:
a. A general partnership.
b. Not a general partnership because there is no association of two or more people.
c. Not a general partnership because they are not carrying on a trade or business.
d. Not a general partnership because they do not co-own the business.
14. _____ Amy is a partner in a partnership. The partnership agreement states that if one of the partners dies, the business will continue with the remaining partners. Amy dies. Which of the following best describes this situation?
a. There has been a dissolution of the old partnership and the creation of a new one.
b. The partnership agreement prevents the dissolution of the partnership; the old partnership continues with the remaining partners as partners.
c. The partnership agreement prevents the dissolution of the partnership, the old partnership continues with Amy’s heirs as new partners.
d. The death of a partner does not dissolve the partnership in any case.
15. _____ John works for a company that provides to all of its employees computers, access to a service provider that provides access to the Internet, and an email address. While at work, John often accesses the email account that he also uses at home. John’s employer would like to access John’s email to see if he is using company time for personal purposes. Which of the following is true?
a. The company must get a search warrant before it can access any of John’s stored email.
b. The company can have access to email stored at John’s work email address, but not to the email stored at the email address he usually accesses from home.
c. The company can have access to email stored at either location if the email at the address he accesses from home was sent or received during John’s time at work.
d. The company cannot access any of John’s stored email unless it obtains the assistance of law enforcement personnel and obtains a search warrant.
16. _____ Mark recently started a small business, and acquired a domain name for the business. At the same time he remembered hearing about people buying up names related to companies and famous individuals and then selling the names for astronomical sums. Mark wants to buy the domain name, “Sharonstone.com.” He figures he will start a fan club for the famous movie star, and then see if he can sell the domain name to her for a profit. Which is true in these circumstances regarding Mark’s options?
a. He will be unable to buy the name because it is the name of a person.
b. He will have to give Sharon Stone the first opportunity to buy the name.
c. He could buy the domain name, but could be liable under the Anticybersquatting Consumer Protection Act if it is proven that he acted in bad faith in acquiring the name.
d. He could buy the domain name, but could be liable under the Anticybersquatting Consumer Protection Act if it can be proven that he acted in bad faith in acquiring the name and only if Sharon Stone can prove that she suffered damages from his Web site.
17. _____ A merchant-seller sells goods over the phone and immediately sends a written confirmation to the buyer. With regards to these facts:
a. Failure to object in any manner within 10 days fulfills the Statute of Frauds.
b. Failure to object in writing immediately fulfills the Statute of Frauds.
c. Failure to object in writing within 10 days fulfills the Statute of Frauds.
d. The lack of writing means the Statute of Frauds cannot be met.
18. _____ George purchases a car from Wally Dealers and is promised that the brakes are in good shape. One day after the purchase the brakes fail and George is in an accident.
a. George was given an express warranty.
b. If the express warranty fails, George can successfully claim an implied warranty of merchantability.
c. All warranties have been disclaimed due to the normal circumstances of a car sale.
d. A and B.
19. _____ Joanne goes to a garage sale where she finds jewelry for sale. She buys a handful of what appears to be costume jewelry for her daughter to play with. She pays $5 for it. Later, a friend of Joanne happens to see the jewelry and discovers that one piece consists of diamonds and is worth about $2,000. If the seller of the jewelry sought to rescind this contract, which of the following is true?
a. This is a case of mutual mistake, which allows either party to rescind the contract.
b. This is a case of mutual mistake in value; the contract is fully enforceable.
c. This is a case of unilateral mistake by the seller, who can rescind the contract.
d. This is a case of fraud in the inducement, and the seller can rescind the contract.
20. _____ Jack and Jill were discussing business over lunch when they agreed on the sale of some goods. Because neither of them had any paper with them, Jack wrote the following on a napkin: “Jill agrees to purchase from Jack, 1,000 widgets to be delivered on July 1, at a cost of $10,000, payable on delivery.” Jill signed the napkin, although Jack did not sign it. Jack delivered the widgets per the contract, but Jill refuses to pay for them. If Jack sues Jill for the price of the goods, the most likely result is:
a. Jill will win because this writing is not sufficient under the Statute of Frauds.
b. Jack will win because the writing is sufficient under the Statute of Frauds.
c. Jill will win because Jack did not sign the contract.
d. Jack will win because the Statute of Frauds does not apply to this situation.
21. _____ Sarah agrees to paint John’s house for $5,000. After Sarah finishes the job, John complains that it was not done correctly. After much discussion, they agree that the contract will be satisfied if John gives Sarah $4,000 and a certain diamond necklace. Which of the following statements is true concerning this situation?
a. This is an accord and satisfaction; if John fails to perform, Sarah can sue only for the $4,000 and the necklace.
b. This is an accord and satisfaction; if John fails to perform, Sarah can sue only for the $5,000 originally promised.
c. This is an accord and satisfaction; if John fails to perform, Sarah can sue to enforce either the original $5,000 or the $4,000 and the necklace.
d. This is a novation; if John fails to perform, Sarah can sue to enforce either promise.
22. _____ Otto approaches Edie and says, “If you pick up my new suit for me at the mall tomorrow, I’ll pay you $20.” Edie replies, “I don’t know if I’ll have time to get it, but I’ll see if I get a chance.” As a result of this conversation:
a. Otto and Edie have formed a bilateral contract.
b. Edie has a legal obligation to use her best efforts to pick up the suit.
c. A contract will be formed only if Edie picks up the suit.
d. The contract they have formed is voidable because Edie did not obligate herself.
23. _____ Janet pulls her car into a line for a car wash. Janet says nothing and her car is washed by the employees there. Janet then refuses to pay for the car wash, stating that there is no contract. What results in a lawsuit over this situation?
a. Janet wins; because she said nothing, there can be no contract.
b. Car wash wins; this is an express, unilateral contract that has been accepted.
c. Janet wins; because the car wash made no promise to wash her car, there is no contract.
d. Car wash wins; this is an implied, unilateral contract that has been accepted.
24. _____ Mike and Ike agreed orally that Mike would tutor Ike in geology for $10 per hour for three hours. After Mike has done the three hours of tutoring but before Ike pays him next week, this contract is:
25. _____ Jana and Annie enter into a written agreement whereby Jana promises to sell and Annie promises to buy a certain parcel of land for $5,000. There is adequate consideration, the contract is legal and both parties have contractual capacity. The contract is fully performed by both parties on Jan. 1. Which of the following best describes this contract?
a. Bilateral, express, executed, valid.
b. Unilateral, express, executed, valid.
c. Unilateral, express, executory, valid.
d. Bilateral, express, executory, valid.
26. _____ Sid is a 15-year-old sophomore at East High School. He purchases a computer at a local store for a computer class, but wants to return it after using it for a couple of weeks because his classmates have nicer computers than his and he wants to get one of the better models. Sid can:
a. Not return the computer because he ratified the contract by using the computer.
b. Not return the computer but only be liable for its fair value if the computer is considered to be a necessary.
c. Not return the computer because Sid should not have entered a contract as a minor, and because he did, he will be treated as an adult.
d. Be required to return the computer whether he wants to or not because minors cannot enter into contracts.
27. _____ Donna is on vacation in 2004 in San Francisco. She is a professional photographer and would like to take and sell some photographs of the Golden Gate Bridge. She wants her photographs to be copyrighted, but knows that there are already copyrighted photos of the Golden Gate Bridge taken from almost every angle. In order to gain copyright protection, Donna must:
a. Take the photo and apply for copyright protection. There will then be a search to be sure her photo is not too similar to previously copyrighted photos.
b. Take the photo, apply for copyright protection, and wait for the statutory period for anyone to file an objection.
c. Take the photo, select a title for it, and file for copyright protection.
d. Take the photo.
28. _____ While Jack is attending a baseball game and cheering for the home team, a fan of the other team injures him by sneaking up behind him and hitting him on the head with a hard piece of pizza crust. Jack is severely embarrassed when his friends see that he was injured by a pizza crust. Which of the following torts has the fan committed?
c. Assault and battery.
d. Battery and negligent infliction of emotional distress.
29. _____ Sam, who weighs 250 pounds, calls his 110-pound girlfriend, Alice, one morning while she is at work. He says, “You are to stay in your office until midnight. If you come to my house before midnight, I will make you sorry that you did.” Assume that Alice usually leaves her office at 5:00 but stays until midnight that night because of the threat. If Alice files a false imprisonment case against Sam, a court most likely will find that:
a. There was false imprisonment because Sam weighed much more than Alice.
b. There was false imprisonment because Sam’s threat forced Alice to stay in the office.
c. There was no false imprisonment because Sam and Alice previously knew one another.
d. There was no false imprisonment because Alice could have left the office and stayed away from Sam’s house, and because the threat related to future harm.
30. _____ William was riding his bicycle on a paved bike path and had an accident with another cyclist. William’s $1,000 bicycle was destroyed in the accident. If the jury determined that William was 60 percent at fault and the other cyclist was 40 percent at fault, under which doctrines would William be entitled to recover $400 from the other cyclist?
a. Contributory negligence only.
b. Pure comparative negligence only.
c. Partial comparative negligence only.
d. Either form of comparative negligence, but not under contributory negligence.