Mergers
Who must typically vote to approve a corporation's decision to merge with another corporation?
The Board of Directors And shareholders because it is a fundamental change.
Requirements for claim preclusion
-Identical parties or their successors in interest
-Valid, final judgment on the merits
30 days
The term for the right to enter a property and remove a specified natural resource
A profit
-Mistake of a present fact
-That relates to a material, basic assumption of the K
-The impacted party did not assume the risk of mistake
Which inchoate offense(s) merge with a completed crime?
Elements of Larceny
-Taking
-Carrying Away
-The property of another
-That is trespassory (without their consent)
-And intent to permanently deprive the person of their property
You have this many days from service of a responsive pleading (or your pleading if no response is necessary) to amend as of right
21 days
Name two reasons that would prevent a state case with proper diversity SMJ from being removed to federal court
-At least one defendant is a citizen of that state
-One year has passed since the original filing and plaintiff did not cause delay in bad faith
-Merchant
-Under the UCC
-Written offer-Containing an explicit promise not to revoke
-Signed by the offeror
The doctrine of merger in sales of real property
After closing, a land sale contract no longer governs the transaction. Any warranties and promises must be in the deed.
Elements of Negligence Per Se
-A statute or regulation that imposes a duty related to safety or health
-That the defendant violates
-Plaintiff is in the class of people the statute was intended to protect
-The harm is the type the statute was intended to protect against
-The violation caused the harm
If your Motion to Dismiss is denied (whoops!) you have this many days to file your answer.
14 days
What are the 2 requirements for introducing a felony conviction that is more than 10 years old to impeach a witness?
1) satisfies reverse 403 (probative value substantially outweighs prejudice)
2) the adverse party is given adequate written notice
When can full or partial performance can satisfy the Statute of Frauds?
-Full performance of a service K
-Partial performance of a real estate K (pick 2 of payment, possession, and improvements)
-Partial performance of a UCC K, but only for the quantity delivered and accepted.
What causation test is applied when two fires merge into a single blaze and then cause damage?
Substantial factor test (CL) or multiple sufficient causes (3d Restatement)
What are the requirements for a real covenant to run with the land?
-Writing that satisfies SOF
-Intent for it to run with the land
-Vertical and horizontal privity
-Touch and concern
-Notice to subsequent purchaser
In a civil case, you must file a jury demand within this many days of the last pleading on that issue
14 days
Typically, an impeached witness must be given the opportunity to explain or rebut a prior inconsistent statement. What are three exceptions to this rule?
-Impeaching an unavailable hearsay declarant
-An opposing party's statement
-When justice so requires (ie, witness becomes unavailable)
-manifested assent to the K
-sues to enforce the K
Other than merger, name at least 3 other ways that an easement can be terminated
Name at least 3:
By the express terms of an express easementDestruction of the property
Abandonment (must be affirmative act)
Proscription (adverse possession)
Estoppel/Detrimental reliance
Express release in writing
Necessity ends, if easement by necessity
What element of the periodic table is represented by the symbol W?
Tungsten
The defaulting party must be given this many days notice of a "prove-up" hearing, if one is necessary
7 days
In what circumstances can a witness-criminal defendant be impeached with prior convictions?
-A crime necessarily involving dishonesty or false statement
-Any crime punishable by >1 year (felonies), if the probative value outweighs the prejudice
-Among merchants
-Does not alter the material terms of the deal
-The initial offer did not expressly limit acceptance to its terms
-The offeror does not object to the new terms in a reasonable time