Contracts
What are the five elements of a valid contract?
Consensus, consideration, capacity, legality, intention.
What is the balancing act of IP law?
Right of creator to benefit financially from their idea and right of others to use that idea to create new and innovative products/services
What are the types of business organizations?
Hint: 3
1. Sole proprietorship
2. Partnerships
3. Corporations
Name two sources of governmental regulation
1. Sale of Goods Act
2. Consumer Protection legislation
3. Competition Act
4. Environmental regulations
5. Food and Drug Act
6. Business Practices and Consumer Protection Act
Under the eyes of the law, what is assumed to be true about Partnerships and their involvement with profits and decisions?
Share equally in both profits and decisions
What are the types of mistakes?
Hint: 3
1. Mutual
2. One-sided/unilateral
What are the types of IP?
Hint: 4
1. copyright
2. patent
3. trademarks
4. trade secrets
What are the types of partnerships?
Hint: 3
1. General partners
2. Limited partners
3. Limited liability parternship
A _____ must be obtained in order to conduct certain business acts
What jurisdictions can environmental rules be found in? (Hint:4)
Canadian, provincial, local/municipal, international agreements & common law rules
What are the types of misrepresentation?
Hint: 3
BONUS: which is the most serious?
1. Innocent
2. Negligent
3. Fraudulent
Fraudulent is the most serious?
1. Original
2. Fixed
3. Connection
What is the duty of officers and directors of a corporation to act honestly and in good faith with the best interest of the company?
Fiduciary duty
How can governmental regulation benefit businesses?
- compliance innovation
- lead to new products, services, and markets
- provide guidance
How does the BJR (business judgment rule) benefit managers/officers?
Allow mgmt/officers to make difficult decisions without the concern of being sued by shareholders, as long as it's done with due diligence (not negligent or careless)
What are some of the remedies for contract disputes?
General remedies:
- void or voidable
- rectification
- recission
- damages
Specific remedies:
- damages
- specific performance
- injunction
- accounting
- quantum meruit
What are the criteria for patents?
Hint: 4
1. Patentable subject matter
2. Novelty
3. Non-obvious
4. Utility
This duty obligates businesses to _____ with communities that may be impacted by business activity.
Duty to consult (necessary for a social license)
What is a trade secret? Why would a business use a trade secret instead of a patent registration?
•Formula, pattern, device that creates a business advantage or product
•As to not disclose info to public, and trade secrets don’t expire like patents
How can contracts end?
Hint: 4 ways
2. Frustration
3. Agreement
4. Breach
Remedies for IP infringement
1. injunction
2. seizure
3. accounting
4. damages
5. criminal penalties
What is a benefit of incorporating?
Limited liability
What are some restraints on fair competition?
Hint: 3
1. restraint of trade clauses in contracts
2. Mergers and market domination - monopolies
3. collusion and price-fixing
Why is it important for business owners to ensure that the criteria (including clauses and remedies) written in their contracts are not grossly one-sided (not unjust)?
Using inequitable criteria (clauses/remedies) may result in them being unenforceable