1 1. The intentional tort of false imprisonment is best defined as: A. Being held in jail waiting for an arraignment. B. The intentional confinement or restraint of another without authority or justification and without that person's consent. C. The holding in prison of a person convicted of a crime who is appealing the conviction. D. A confinement that is caused by accidentally confining another person without that person's consent. 0.5 points Question 2 1. Which is FALSE about a Limited Liability Company (LLC)? a. No formalities are required by state statute in the forming of an LLC; rather, a simple LLC agreement will suffice to establish legally the LLC. b. An LLC can be a member-managed or a manager-managed LLC. c. The name of the LLC must include the term "limited liability company" or "LLC." d. The members of an LLC are not personally liable for the debts and obligations of the LLC (beyond their original contributions to the LLC). 0.5 points Question 3 1. Which of the following facts is the best evidence of the existence of a partnership relationship? Joint or common ownership of property Sharing of gross returns of a business Sharing of net profits of a business Joint participation in a business activity 0.5 points Question 4 1. Which of the following best describes a merger? Two corporations jointly purchase a third corporation and operate it as a joint venture. Two corporations are combined to form a new third corporation, and the original two corporations cease to exist. Two corporations are combined, with one of the original corporations surviving and the other ceasing to exist. One corporation acquires all of the shares of second corporation, with both corporations retaining their separate legal existence, and the second a subsidiary of the first. 0.5 points Question 5 1. Which of the following is not one of the general categories of torts? A. Strict liability B. Breach of warranty C. Negligence D. Intentional Torts 0.5 points Question 6 1. Which of the following is a true statement? A. The judicial branch has the authority to examine acts of the legislative branch but not the executive. B. The legislative branch of the U.S. government cannot change laws that have been interpreted by Congress. C. The preemption doctrine holds that the U.S. Congress can override Supreme Court decisions by a 3/4s vote. D. The Supremacy Clause of the U.S. Constitution means that the Constitution and all laws passed pursuant to the Constitution are the supreme law of the land. 0.5 points Question 7 1. The Statute of Frauds does not cover Contracts in consideration of marriage Contracts for the sale of realty Guarantees or guaranty contracts Contracts that can be performed within one year 0.5 points Question 8 1. In order to satisfy the Statute of Frauds sufficiency of writing requirement, generally a writing must: Be a formal, written, sealed document. Be any written memorandum containing the essential terms of the parties' agreement. Be signed by the party against whom enforcement is sought. B and C. 0.5 points Question 9 1. Dina is a partner in Eagle Technical Group. Dina's dissociation from the partnership likely will cause the automatic termination of the firm's legal existence. the immediate maturity of all partnership debts. the dissolution of the partnership and the partnership's buyout of Dina's interest in the firm. the temporary suspension of all partnership business. 0.5 points Question 10 1. A standard business corporation must have: a shareholder or shareholders. a board of directors. a registered agent. All of the above 0.5 points Question 11 1. Which of the following is a true statement? The Bill of Rights in the U.S. Constitution confers absolute rights on citizens of the U.S, not subject to interpretation by the U.S. Supreme Court, and not capable of being infringed on by government. Political speech that would otherwise be protected by the U.S. Constitution's First Amendment loses that protection if its source is a corporation. The Federal Trade Commission is an example of an independent federal level regulatory agency in the United States. Administrative rules and regulations are not binding like the laws of the U.S. Congress since the heads of administrative agencies are not elected. 0.5 points Question 12 1. Standard Company and Tom wish to enter into an agency relationship for the purpose of buying computers for Standard's offices. The relationship requires as a general rule: a written agreement and consideration a written agreement only consideration only neither a written agreement nor consideration 0.5 points Question 13 1. "Fundamental corporate change" consists of: a. Amending the articles of incorporation b. Merging with another corporation c. Dissolution and termination of the corporation d. All of the above. 0.5 points Question 14 1. An example of an equitable remedy is Exemplary damages Speculative damages Consequential damages An injunction 0.5 points Question 15 1. Which of the following generally does not need to be included with the articles of incorporation? The period duration of the corporation. The classes and preferences of stock. Whether preemption rights are given to the stockholders. A copy of the bylaws. 0.5 points Question 16 1. The U.S. Constitution takes precedence over a provision in a state constitution or statute only. a state supreme court decision only. a state constitution, statute, and court decision. none of the above. 0.5 points Question 17 1. Which of the following is true about restraints of trade? Under the per se rules, all restraints of trade are illegal. Under the rule of reason, all restraints of trade are illegal. Some acts are illegal per se, but other actions must be judged by the rule of reason. Price fixing is always judged by the rule of reason. 0.5 points Question 18 1. Which express warranties are sellers of goods required to make by the UCC? A. Warranties regarding the quality of goods. B. Warranties regarding the length of time that the product can be returned. C. Warranties regarding the length of time that the seller will repair the product. D. None of the above. 0.5 points Question 19 1. A contract clause conditioned on the occurrence of an event may best be an example of An express condition A condition precedent An implied condition A covenant 0.5 points Question 20 1. Ron is a director of Standard Company. Ron has a right to compensation. first refusal. participation. preemption. 0.5 points Question 21 1. In which of the following are the partnership events listed in the correct order of occurrence? Winding up, dissolution, termination. Dissolution, termination, winding up. Dissolution, winding up, termination. Termination, dissolution, winding up. 0.5 points Question 22 1. Which of the following is/are TRUE about U.S. civil rights laws? a. An employer can defend a lawsuit pursuant to the Age Discrimination and Employment Act (ADEA) by interposing a BFOQ (bona fide occupational qualification) defense. b. The "disparate impact" theory of Title VII of the Civil Rights Act now applies to discrimination lawsuits based on the ADEA due to a Supreme Court decision. c. The Americans with Disabilities Act requires that an employer not only not discriminate against disabled people but also that the employer makes a "reasonable" accommodation to the needs of its disabled employees. d. All of the above. 0.5 points Question 23 1. Which type of mistake usually will make a contract voidable at the option of the mistaken party? a. A bilateral or mutual mistake b. A unilateral mistake c. A unilateral palpable mistake d. Both a. and c. 0.5 points Question 24 1. The legal doctrine that is applied when one intends to cause injury to another certain person, but instead actually causes injury to another third person is best called: A. The Transferred Intent Doctrine B. The Innocent Bystander Rule C. The Misplaced Confidence Rule D. The Victim Bad Luck Theory. 0.5 points Question 25 1. Which of the following is a false statement? A limited liability company in the U.S. offers the limited liability of a corporation. A limited liability company must be formed in accordance with uniform federal law in the United States. In some states in the U.S., one-member limited liability companies are permissible. Unless otherwise agreed, the members of a joint venture share profits and losses equally. 0.5 points Question 26 1. Which of the following constitutes legal consideration? A promise based upon a change in duties and payments. A promise based upon a moral obligation. A promise based upon past consideration. A promise based upon a preexisting duty. 0.5 points Question 27 1. The seller can recover the purchase price for the goods only under certain circumstances, including when: The buyer accepts, but fails to pay for the goods. The goods are destroyed after risk of loss passes to the buyer. The buyer rejects specially manufactured goods that cannot be resold. A, B and C. 0.5 points Question 28 1. What may be included in the articles of incorporation as an optional provision? The address of the corporation's initial registered office in the state. The names and addresses of the incorporators. The par value of the stock or any statement that it shall have no par value. The name of the corporation. 0.5 points Question 29 1. Which of the following is NOT an Equitable remedy under the common law: a. Injunction b. Money Damages c. Rescission d. Specific Performance 0.5 points Question 30 1. Which of the following is not necessary in order for the implied warranty of fitness for a particular purpose to apply? A. The seller knows or has reason to know of the buyer's intended use of the good. B. The seller is a merchant. C. The seller states that the goods will serve the purpose of the buyer's intended use. D. The buyer buys in reliance on the seller's skill and judgment. 0.5 points Question 31 1. The Statute of Frauds Is the tort of deceit Is concerned with perjury and misrepresentation Is a common law doctrine Is a federal standard 0.5 points Question 32 1. Jose transfers his house by means of a deed to his mother for her lifetime and with a remainder to go to his sister. Thus, a. Jose created a "life estate" in favor of his sister. b. Jose reserved a remainder for himself. c. Jose created a remainder in favor of his sister. d. Jose did nothing since all future interests in real property are illegal. 0.5 points Question 33 1. "Cyber" crimes today encompass: a. Identity theft b. "Cyber stalking" c. "Hacking" and "spamming" d. All of the above. 0.5 points Question 34 1. Which of the following would constitute a valid acceptance? The buyer tells the seller that the nonconforming goods which were shipped will be kept and paid for. The buyer waits for three months before notifying the seller that the goods are nonconforming. The buyer immediately resells the nonconforming goods. A, B and C. 0.5 points Question 35 1. Vicky is a shareholder in Web Services, Inc. Vicky could typically exercise appraisal rights if Web was involved in a consolidation only. a merger only. a consolidation or a merger. neither a consolidation nor a merger. 0.5 points Question 36 1. The following are all very good ways for an entrepreneur to find an attorney except: A. Using the specialty attorney or legal services listings in the Yellow Pages. B. Getting a recommendation from an attorney who is an adjunct professor at a local university or college. C. Seeking recommendations from other business people and entrepreneurs in the community. D. Getting referrals from your accountant, financial advisor, or real estate broker. 0.5 points Question 37 1. Which of the following is a true statement? In a limited liability company in the U.S., members cannot participate in management. In a limited liability company in the U.S. members must participate in management. The typical state limited liability company (LLC) statute in the U.S. would provide that unless the members agree otherwise, all profits of the LLC will be divided equally. Corporations do not possess any rights under the U.S. Constitution since corporations are artificial legal entities and not real persons. 0.5 points Question 38 1. When a promoter enters into a contract on behalf of corporation which is not yet formed, the corporation will become liable on the contract: At the time the promoter enters into the contract. When the corporation comes into existence. Once the corporation has elected its initial board of directors. Only if the corporation, once formed, agrees to be liable on the contract. 0.5 points Question 39 1. What as a general rule makes a covenant-not-to-compete legal in an employment contract? a. The covenant must be reasonable as to time/duration. b. The covenant must be reasonable as to place/territory. c. The employer must be able to demonstrate that the covenant was necessary to protect a legitimate business interest of the employer. d. All of the above. 0.5 points Question 40 1. Which of the following is a true statement? Building contractors and subcontractors are usually not independent contractors. An agency relationship can be formed only in a witnessed and signed writing since it is a high-level business relationship. There generally does not need to be a written agreement between the principal and agent in order to create an agency relationship. An agent does not owe to his or her principal a duty to act in good faith