lBLAW 2013 1st EditionExam #3 Study Guide Lectures: 20 - 32Lecture 20 (March 11th)Partnerships- The organization does not pay income tax but the owners do- If profits/losses don’t have an agreement they will be allocated equally- Not recognized as a corporation- General corporation pays income tax- Profits of partnership is distributed equally among partners- Limited liability – limited liability for torts and contractso LLP – does not pay income tax; registered with the state to put everyone on notice that someone in organization has limited liability Local filing requiredLecture 21 (March 13th) Corporations- Law recognizes corporations as an entityo Taxed as a corporationo Taxed as a shareholder- Have 3 different players in the gameo Shareholders to own business Elect board of directors Amends the articles of incorporation Does not declare dividends, directors do- Directors to run businesso Have a duty to the shareholders to use good judgmento Declare dividendso- Officers to carry out policieso Have a duty to the shareholders to use good judgmento Derivative action suit – lawsuit by shareholders against directors and officers for failure to use good judgmentLecture 22 (March 16th)LLC/Agencies pt. 1- LLC:o Does not pay corporate income tax (not a corporation!)o Differ from the subchapter So S has limits on size, while LLC does not- Agencies:o 2 types of agents: Servant- Under direct supervision and control of principle (boss)- If agent hurt someone, they are responsible as well as boss- Permanent employee – not hired for a certain task- Respondent superior – employer is responsible for he actions of the employees Independent contractor- Not permanent- Hired for a task- Not under supervision and control of boss- If hurt someone, boss is not responsibleLecture 23 (March 18th)Agencies pt. 2- Taylor vs. Gillo Young man mowing yardo Are the homeowners responsible for injury?o Is the mower considered a servant?o No! Not enough supervision over mower - Taylors not responsible for mower’s negligence- Apparent authority – no authority at all, but person appears to be an agent, and someone relies on that illusion of authority that they’re an agento ILLUSION OF AUTHORITY- Contractso If agent enters into contract and doesn’t give full disclosure, then both agent and principle are responsible. Partial disclosureo Ratification doctrine – involves a non-authorized act by the agent If principle sees, accepts, and approves, then principle will be held responsibleo Principle responsibility Supervision and control & course and scope of employment for principle to be held responsibleLecture 24 (March 20th)Real Estate pt. 1- Fee simple absolute - Most complete form of real estate ownership- Own all interest in land- Fixture – item of personal property, permanently attached to building or land not intendedto be removed o Ceiling fan, chandeliero NOT box fan- Ownership of land by two or more people- Tenants in common- Joint tenancy/ownershipo All have to own same percentageo If one dies, their interest passes to the other owner(s), not his/her familyLecture 25 (March 30th)Real Estate pt. 2- Sale of land through services of a realtor- When is a commission due to the realtor?o If a real estate listing contract is entered to with realtor, then entitled to commission if anyone sells property within the exclusive time rangeo The only time they don’t get a commission is if property is sold after set time of listing or if it is sold to someone realtor had no contact with- Adverse possession- Must be openly in possession of property owned by someone else- Must claim property as yours- Possession must be continuous for statutory period of time- NOT have to be in good faith, have legal claim, or have paid for it or have a deedo Good faith ownership not an element of adverse possessionLecture 26 (April 1st)Real Estate pt. 3- Eminent domain- Taking private property for public use- Kelo vs. Londono City wanted to take Kelo’s house for public use and benefito Because it is being taken for a public benefit it is a public useo Kelo argued it had to be for a public project to be for a public useo Supreme court holds with the city. Public use, under constitution includes any public purpose or public benefitLecture 27 (April 3rd)Intellectual Property pt. 1- Trademarkso No termination dateo If someone is using someone else’s valid trademark, then they can sue for damages The question is: whether or not the product is diluted in value Sue for DILUSION of value of marko Greatest degree of protection – fanciful marko 3 ways to obtain Federal registration State registration Common law- Copyrightso Duration: life of author +70 yearso Will see question about fair use doctrine (for use of copyrighted work without infringing on rights of holder) Factors used:- Purpose of use (using for educational purposes, or to make a profit?)- Nature of work (creative work or just compiling facts)- How much of work is being used (a small section or the whole thing?)- What’s the effect on market (monetary interest)- NOT FACTORS: How long its been out in public, whether or not the person using it is partnership, corporation, or individualLecture 28 (April 6th)Intellectual Property pt. 2- On test: question “what is the digital millennium copyright act”o Makes it illegal to hack into a computer security systemo If hacking into security system built into software (hacking into encrypted programs), this is a violation of this law- Patentso Only one way to obtain: file with US patent office (registers patent for 20 years)o To obtain, invention must be: novel, useful, non obviousLecture 29 (April 8th)Employment Law pt. 1- Employment at will: look at any termination question and remember this- Says I can fire anyone at any time for any reason unless it is an exception:o Term contract – can be fired, but must be compensated for breach of that employment contracto Implied contract exception – always involves a personnel manual or employee handbook. If fired for a reason the handbook says you cannot be fired for, then they must be compensatedo Public policy exception – involves “whistle blower.” Employee turns in boss for doing something illegal or breaking rule/regulation If government worker, then laws protect worker Private employers are covered only if they work for a firm whose stock is publicly traded “Sarbarian Oscly” - cannot be fired