Sales and Leasing
The means of setting aside a sale when a seller has received less than ½ of the FMV of an immovable.
What is lesion?
Any clause in a lease prohibiting the pledge of rents is _____________.
What is invalid?
This rule is satisfied so long as the mandate is in at least the form required for the mortgage i.e. in writing.
What is the equal dignities rule?
Unless the articles of organization or a written operating agreement provides otherwise, the alienation, lease, or encumbrance of immovable property can be authorized only by this, whether or not the LLC is member managed or manager managed
What is a majority vote of the members?
Written notice of shareholder meetings--either special or annual--must be sent to the shareholders within this time frame.
What is no less than 10 days no more than 60 before the meeting is to take place?
The liberative prescriptive period for an action for rent in arrears.
What is 3 years?
It must be in writing and must precisely state the nature and situation of the immovable it encumbers, the numerical amount of the maximum num numerical amount of the obligation that the mortgage secures, and it must be signed by the mortgagor.
What is a conventional mortgage?
If the mandatary contracts with a third party in his own name without disclosing the mandate, he is __________ ____________ to the third party
What is personally bound?
Members of an LLC, when acting in their capacity as members, have no ____ ____to the LLC or to the other members
What is a legal duty?
These rights do not apply to shares issued as compensation to directors, officers, agents, or employees of the corporation
What are preemptive rights?
The substantive elements of a lease.
What are (1) consent (2) thing and (3) rent?
It provides to the seller an automatic security right in any movable or immovable property sold on credit to secure the buyer’s purchase price
What is the vendor's privilege?
You must have this to expel a partner.
What is just cause?
In order to properly form an LLC in LA, the promoter(s) must file with the Secretary of State both the _______ and an ________.
What is (1) articles of organization and (2) an initial report?
This is a representative action where the shareholders are enforcing the rights of the corporation where the corporation’s governing authority refuses to act.
What is a derivative action?
What is ten years?
This is the general period for filing statements of claim and privilege where a notice of contract was not filed for all claimants without privity of contract with the owner?
What is 60 days?
This is what each partner is secondarily liable for in the partnership.
What is their virile share of the partnership's debts?
In this kind of LLC, each member is mandatary of the LLC for all matters in the ordinary course of the LLC’s business, except for dispositions (alienation, lease, or encumbrance) of the LLC’s immovable property and each member receives one vote on matters brought before the members.
What is a member managed LLC?
A _____ ________is one who is not a party to the transaction with the corporation and does not have a material interest in the transaction and does not have a material relationship with someone who does.
What is a qualified director?
It negates the availability of specific performance and the recovery of actual damages
What is earnest money?
This is when the effects of a judicial mortgage will cease.
What is 10 years from the date the judgment is rendered?
This is what courts have consistently held that a third party creditor of the partnership that cannot collect from existing partnership assets may sue to enforce or collect.
What is a partner's unpaid contribution?
This is the only way to hold members or managers of an LLC personally liable for the debts of the LLC?
What is to pierce the corporate veil?
This rule applies to the decisions of a corporation’s board of directors in making business judgments on behalf of the corporation—that directors will not be held personally liable for their decisions unless they act in a grossly negligent manner.
What is the Business Judgment Rule?