New User Special Price Expires in

Let's log you in.

Sign in with Facebook


Don't have a StudySoup account? Create one here!


Create a StudySoup account

Be part of our community, it's free to join!

Sign up with Facebook


Create your account
By creating an account you agree to StudySoup's terms and conditions and privacy policy

Already have a StudySoup account? Login here

Test #1 Study Guide

by: Tyra Carroll

Test #1 Study Guide BSL 304

Tyra Carroll
GPA 3.0
Corporate Law
Karen Turner

Almost Ready


These notes were just uploaded, and will be ready to view shortly.

Purchase these notes here, or revisit this page.

Either way, we'll remind you when they're ready :)

Preview These Notes for FREE

Get a free preview of these Notes, just enter your email below.

Unlock Preview
Unlock Preview

Preview these materials now for free

Why put in your email? Get access to more of this material and other relevant free materials for your school

View Preview

About this Document

Test #1 is on chapters 8, 29, and 30
Corporate Law
Karen Turner
Study Guide
50 ?




Popular in Corporate Law

Popular in Business Law

This 8 page Study Guide was uploaded by Tyra Carroll on Tuesday February 3, 2015. The Study Guide belongs to BSL 304 at University of Miami taught by Karen Turner in Spring2015. Since its upload, it has received 278 views. For similar materials see Corporate Law in Business Law at University of Miami.


Reviews for Test #1 Study Guide


Report this Material


What is Karma?


Karma is the currency of StudySoup.

You can buy or earn more Karma at anytime and redeem it for class notes, study guides, flashcards, and more!

Date Created: 02/03/15
CH 8 Negligence amp Strict Liability 1 Negligence Car accidence slip and fall product liability medical practices ect A Elements i Duty of Care Arises out of relationships Imposed by statutes 1 Case Ryan vs Friesenhahn A Facts Friesenhahn daughter got drunk and died at a house party B Issue Parents sued Ryan s parents and child for negligence because they knew she was underaged and drinking so they were responsible Friesenhahn raised for summary judgment and said they are not liable C Decision AlcoholBeverage Statute If the adult provides alcohol to a minor that is not their child they violate the statute Appellate court said that she was 18 and the parents were not liable for telling an adult what to do Parents did not have a duty to control an adult ii Breach of Duty quotReasonablenessquot Failure to act reasonably Objective Standard iii Causation 1 Actual quotBut Forquot EX An isle is wet from cleaning and there is no sign 2 Proximate Must be foreseeable Case Palsgraf vs Long Island Railroad CO 1 Decision Injury was not forseeable iv Injury 1 Physical 2 Economic 3 Emotional Distress II Strict Liability A Significant risk of a high degree of harm B Appropriate Location C Risk cannot be eliminated D Common Usagequot The most common the activity the least likely is it abnormally dangerous E Value to Commnunity Klein vs Pyrodyne Corp 1 Issue Fireworks went off and injured Mr Klein s eyes 111 Products Liability Manufacturer can be liable CH 29 Relationship of Principle and Agent Agency Law Must be a contractual relationship and both parties must be aware Principle P Agent A I General Concepts Terms A Elements i Mutual Consent ii Principle will have control over the Agent iii Agent will act on Principle s behalf B Fiduciary Relationship Relies on trust and is recognized by the law C Governed by the Common Law i Contract Law and Tort Law D Employees vs Independent Contractor i Significance An employer is more likely to be held more responsible for an employee than their independent contractor Tort Liability Employers are not responsible for paying taxes for Independent Contractors Benefits workers comp Employment law only apply to employees ii Factors Oversight Compensation How paid Function quotHeld outquot as an employee Degree of control The right to hire and fire Exclusivity Is this agent working for other companies or exclusively for the principle Distinct Occupation The furnishing of equipment Does the employer provide tools and equipment Does the agent set its own hours Degree of skill laeger vs Western Rivers Fly Fisher A Facts Western is an outfitter that operates under the US Forest Service Pertagallo is licensed by the US Forest Service to be a guide on boat trips Because the Forest Service licenses only outfitters to sponsor fishing expeditions every guide must display on the boat and vehicle he uses the insignia of the outfitter sponsoring the particular trip Western pays him compensation and trains him as well B Issue McMaster paid for a fishing trip through Western and Western hired Pentragallo Pentragallo lost control and injured the plaintiff Robert McMaster and they sued Western Western moved for summary judgment arguing that because Petragallo is an independent contractor and was never its employee it is not liable as a matter of law for Petragallo39s acts in causing plaintiff39s injuries C Motion denied The relationship between Western and Pentragallo displayed an employee relationship therefore making Western responsible as well 11 Creation of Agency A No writing required unless i quotEqual Dignity Rule If the agency agreement or performance falls in the Statute of Frauds it must be evidenced by writing EX Sale of real estate ii Statutory Requirements Power of Attorney Does not need to be supported by consideration quotGratuitous Agency Can be Actual AgencyAuthority Given actual authority to act on the princple s behalf i Explicit or Implicit D Or Apparent AgencyAuthority quotAgency by Estoppel The agent does not actual have the authority to act under the principle s behalf but the principle gives off the impression that it does i Intentionally or carelessly causes 3rd party to believe the Agent had authority ii Principle is aware of 3rd party s belief and doesn t correct it iii The 3rd party in good faith relies on the authority iv 3rd party changes position in reasonable reliance on the belief Miller vs McDonald s Corporation Franchisor Franchisee Relationship A Issue oni Miller bit into a sapphire stone in her Big Mac where she purchased at a McDonald s Restaurant B Analysis Actual Authority McDonalds had an authority based on a degree of control McDonald s had specific operating instructions inspections of the building and the power to cancel the contract for the franchisee Apparent Authority Miller had the impression that McDonald s created that the building was owned by McDonald s and would give the same quality C Decision oni Miller won the case CPU 111 General Agency vs Special AgencyLimited and for specific tasks IV Power of Attorney Giving someone the authority to access legal rights on your behalf A Formal and created pursuant to statutory requirements 1 Written 2 Witnessed 3 Notarized B quotAttorney in Fact V C Durable Power of Attorney i Authority takes effect immediately or it is predetermined but triggered when the person becomes mentally incapacitated Duties of the Agent amp Principle A duciary relationship built on trust and con dence recognized by the law A Agents Duties The duciary i Fiduciary duty Agent must always act in the best interest of the principle Can t misappropriate Principle s property ii Can t usurp Principle s opportunities Agent cannot take a Principle s opportunity as his her own iii No undisclosed selfdealing iv Cannot disclose confidential information to a third party during the life of the agency and even after Whistle Blowerquot exception Revealing confidential info the Principle is committing or about to commit a crime V Cannot to compete During agency only Noncompetes are included to carry this beyond the termination of employment vi Duty of obedience They have a duty to be obedient to the agent Breached if Agent enters into a contract outside the scope of authority or commits a tort the Principle is liable for vii Duty of account Must keep accurate records Don t comingle combining funds with another account viii Duty of diligence competence Use your best efforts to exercise reasonable care skill and diligence ix Duty to inform the Principle any material facts x Agents knowledge is imputed to Principle Any knowledge of the Agent must be the same as the Principle B Principle s Duties i Compensation 1 Agency Contract Must be very specific on the amount of compensation and how compensated 2 or Customary Fee When there is no compensation but commission 3 or Reasonable Value ii Reimbursement 1 Was it authorized 2 Is it within the scope of the agency 3 Was it necessary to be carried out by the agency iii Indemnification To compensate for loss or damage to provide security for financial reimbursement to an individual in case of a specified loss incurred by the person iv Cooperation V Statutory Duties for Employers VI Termination of Agency When a party terminates a contract all duties and obligations are relieved A Mutual Agreements i Both parties agree to terminate Best to put in writing B Expiration i Lapse of Time Must be stated time or reasonable time ii Completion of Purpose C Revocation of Principle i If done before expiration agent no longer has actual authority to act on behalf but the Principle may have liability for breach of contract ii Renunciation of Agent You cannot force Agent to act on your behalf They can renunciate but they will still have liability D Operation of Law Terminated by law i Agent s death or incapacity of Principle unless there is a durable power of attorney When Agent knows has reason to know 3 1 restatement E Change in circumstance that automatically terminate the agency i When the Agent knows has reason to know the Principle does not want to carry out the agency ii Loss Destruction iii Change in law iv Loss of qualification VII Agency Coupled with an Interest An agency created for the benefit of the Agent A Special Case A Agent has a security interest in the subject matter of the agency Collateral B Created for benefit of the Agent C If the Principle dies it does not terminate Principle cannot revoke CH 30 Relationship with 3rd Parties Principle P Agent A 1 Contracts liability to 31quot01 parties A P s liability i Principle is liable for contracts entered into by the Agent with authority Actual Authority Expressed Explicit Implied Authority not stated Can come from a Custom in the industry authority that is customary in the type of industry unless restricted b Reasonably necessary to carry out the expressed authority c Emergencies Apparent Authority The Principle creates the impression the Agent has authority to the third party they don t have actually have Schoenberger vs Chicago Transit Authority A Issue Schoenberger sued because he requested a specific salary to work for CTA through ZuChristian ZuChristian informed Schoenberger that the formal offer of employment would be made by the Placement Department Trial court ruled in favor of CTA B Analysis In order for an agent to bind a principle she must have either actual or apparent authority either of which must come from the conduct or the words of the Principle C Decision There was no actual authority or apparent authority for ZuChristian Parlato vs Equitable Life Assurance Society of the US A Issue Equitable Life Assurance hired Parlato as an agent to sell Equitable financial products He began investing in their products through Soule Parlato entrusted the funds to Soule and Soule used them for personal use Perry entrusted funds to Soule to be used to open investment accounts for her at Equitable Then Perry alleges that Soule never opened any accounts for her and he misappropriated all of the money she entrusted to him Equitable terminated Soule s employment but did not tell Parlato who had an account through Soule Soule continued to represent himself as an Equitable agent he was then charged with fraud B Analysis The actual authority was nonexistent because Parlato was fired Statute of Limitations expired when Mr Parlato got fired He had apparent authority to the 3rd party because the company did not send a notice that he was no longer working there C Decision Plaintiff s action affirmed Equitable Ratification ii Expressed Based on party s words iii Implicit actions B Agent s Liability i Agent sign in own name ii Acting outside scope of performance 11 Type of Agency A Fully disclosed When fully disclosed Agent is not liable but Principle is liable B Partially disclosed unidentified 31quotd party knows the agent is acting on the behalf of the principal but the principal s identity is unidentified Agent is liable C Undisclosed 3rd party is not aware that they are acting in a representative capacity or that the agent is under a principal Agent is liable Principle is liable if the agent had authority regardless of whether or not the 3rd party knew Disney case D NonExistent Principal Agent is liable but the Principle is not even when they come into existence No implicit ratification in Plain Dealer Publishing Co vs Worrell A Issue Martha Musil entered into an advertising contract on behalf of WRL that wasn t an entity B Decision Although it is a fictitious name it is an actual entity and LLC 111 Tort Liability A Direct Liability i Agents are directly liable for their own torts ii Principals are directly liable for their own torts DirectingAuthorizing the Agent to commit a tort Negligent Principle Negligent in hiring training and supervision in Plain Dealer Publishing Co vs Worrell A Issue Connes was raped by Terry Taylor the truck driver of Molalla Transport System So she sued both the company and him saying they didn t do a background check B Analysis The company had no legal duty to give a background check of the criminal record on Taylor because of the occupation a truck driver They asked him if he committed any crimes and he said no Therefore company is not liable Also to expect a company to do background checks on every single employee is impossible C Decision Judgment for Molalla affirmed B Vicarious Liability i Strict Liability Doctrine Respondeat Superior Let the master answer Liability without fault When you send people out to do business on your behalf giving you the benefit you have to bear the risk even though you did everything to be careful Encourages employers to be even more careful Principle is liable for the torts of their committed within the quotscope of their employmentquot a Was the act that led to the court specifically requested by the Principle b Was it the act the employee was employed to perform c Did it occur substantially within the time period of employment d Is it substantially in the location on the route of the employment e Was he advancing the Principle s interest f Did the employer furnish the instrumentality of the tort Coming and Going Rule The Principle is not liable when the employee is on the way to and from work even if the employer provides the vehicle EX Cop car This rule is not applicable when employer assigns task for employee to run an errand for them on the way to work Frolic Substantial Employer not liable vs Detour Minor Employer liable Forseeability Rubin vs Yellow Cab Company A Issue Rubin ran into a cab driver and the cab driver began striking him with a metal pipe Rubin sued the cab driver and the cab company B Analysis This is an intentional tort that was not in the scope of the employment The cab driver committed a tort on his own he was not protecting the property ect C Decision Judgment for Yellow Cab affirmed Employer is not vicariously liable for the intentional torts of an employee Exceptions 1 Use of force is apart of the job Bouncers ect 2 If Principle is negligent in hiring supervising or training C Principle is not liable for its Independent Contractor torts unless i Negligent Selection Not careful in selecting IC ii Abnormally dangerous activities iii An activity required by law


Buy Material

Are you sure you want to buy this material for

50 Karma

Buy Material

BOOM! Enjoy Your Free Notes!

We've added these Notes to your profile, click here to view them now.


You're already Subscribed!

Looks like you've already subscribed to StudySoup, you won't need to purchase another subscription to get this material. To access this material simply click 'View Full Document'

Why people love StudySoup

Steve Martinelli UC Los Angeles

"There's no way I would have passed my Organic Chemistry class this semester without the notes and study guides I got from StudySoup."

Allison Fischer University of Alabama

"I signed up to be an Elite Notetaker with 2 of my sorority sisters this semester. We just posted our notes weekly and were each making over $600 per month. I LOVE StudySoup!"

Bentley McCaw University of Florida

"I was shooting for a perfect 4.0 GPA this semester. Having StudySoup as a study aid was critical to helping me achieve my goal...and I nailed it!"


"Their 'Elite Notetakers' are making over $1,200/month in sales by creating high quality content that helps their classmates in a time of need."

Become an Elite Notetaker and start selling your notes online!

Refund Policy


All subscriptions to StudySoup are paid in full at the time of subscribing. To change your credit card information or to cancel your subscription, go to "Edit Settings". All credit card information will be available there. If you should decide to cancel your subscription, it will continue to be valid until the next payment period, as all payments for the current period were made in advance. For special circumstances, please email


StudySoup has more than 1 million course-specific study resources to help students study smarter. If you’re having trouble finding what you’re looking for, our customer support team can help you find what you need! Feel free to contact them here:

Recurring Subscriptions: If you have canceled your recurring subscription on the day of renewal and have not downloaded any documents, you may request a refund by submitting an email to

Satisfaction Guarantee: If you’re not satisfied with your subscription, you can contact us for further help. Contact must be made within 3 business days of your subscription purchase and your refund request will be subject for review.

Please Note: Refunds can never be provided more than 30 days after the initial purchase date regardless of your activity on the site.