Warranties
Where the seller, at the time of contracting, knows about the particular purpose for which the buyer is purchasing the item, and knows the buyer is relying on the skill and judgment of the purchaser.
What is Implied Warranty that a Good Is Fit For A Particular Purpose
Item that is required to be in a contract between two merchants
What is the quantity of goods
Business that makes a change to it's legal documents which allows the business to trade off some profitability for social responsibility and in the process, benefit stakeholders.
What is a Certified B Corporation
The SEC may take this action against the CEO or the CFO if misconduct by anyone in the company requires the company to restate the company's financials.
What is a Clawback (of compensation)
A corporation operating in a state in which it did not incorporate.
What is a foreign corporation
Words and Actions of the Seller
Affirmation of fact or promise
Description of the good
Sample or Model
What are ways to create an expressed warranty
Person who routinely deals in the particular goods involved, or who appears to have special knowledge or skill in those goods, or agents with knowledge of those goods.
What is a Merchant
This Entity provides the limited liability of a corporation but the tax status of a flow through organization.
What is a Limit Liability Corporation
Independent member(s) of the board of directors are required to meet regularly without management.
What are lead directors
Someone who organizes a corporation
What is a Promoter
"As Is"
"With All Faults"
What is Language in a contract that disclaims all warranties when an item is sold.
When dealing with two merchants, if one sends a confirming memo to the other within a reasonable time, the other merchant must object within 10 days or the deal is struck as set forth in the confirming memo.
What is the merchant exception.
This document must be delivered to a potential purchaser of a business opportunity.
What is Franchise Disclosure Agreement
A nonbinding shareholder vote on the compensation of the five highest-paid executives that occurs every three years.
Say on Pay
Someone hired by a business to serve as its official presence in the state.
What is a registered agent.
The goods are fit for the particular purpose for which it was produced/manufactured.
What is implied warranty of merchantability
Proposed contract terms that raises an issue not included in the offer between two merchants
What are Additional terms.
Occurs if the company failed to:
Observe formalities
Capitalize the company
Keep corporate assets separate from personal assets.
Pierce the corporate veil
When a corporation is wronged, the shareholders may file this.
What is a derivative lawsuit
The person who signs the charter and files it with the secretary of state.
Who is the Incorporator.
A contractual assurance that a good will meet a certain standard.
What is a warranty.
Proposed contract terms that raise issues that contradicts those in the original offer in a contract between two merchants.
What are different terms.
A partnership for a limited purpose
What is Joint Venture
An employee engages in this behavior when the employee makes a decision benefiting either themselves or another company which the employee has a relationship with.
What is self dealing
Things that are moveable, other than money or investment securities.
What are Goods pursuant to Section 2-102