Please be thorough with your answers and no copy and paste sentences or paragraphs from other sources ( and please no copy and paste excerpts from other sources), please. Please simplify as much as you can (in other words it is understandable).

Insurance:

• What is insurance? What are the three basic kinds of insurance?

Types of insurance include: liability; property; business interruption; life and health; disability; key person

• Define "insurable interest." (Only the person who has a real or substantial interest in the property (or someone's life) can insure it. Recovery is limited to the extent of the insurable interest.)
• What is meant by the concept of "indemnity" as it relates to insurance?
• Explain "subrogation." (Gives the insurer the right to "step into the legal shoes" of the insured and sue whoever caused the loss.)
• What is meant by "contract of utmost good faith"?

Contracts:

• What are the five elements of a contract? (Note - it's only 5 if you count "offer" and "acceptance" as one element under "consensus".)
• What is an offer?What is an invitation to treat? Explain and understand the differences between them.
• What ends an offer? (lapse, revocation, rejection, counteroffer, death/insanity of offeror)
• What is revocation? When can an offer be revoked?
• What is acceptance? What is required in order for an offer to be properly accepted?
• What is consideration? What is a gratuitous promise?
• What promises can be enforceable without the legal element of consideration?
• What is capacity? What kinds of people might have an issue with capacity? What is the result of a contract formed where there is problem with capacity?
• Explain the general legal rules of intention to contract. (What is the presumption when dealing with family? What is the presumption when dealing in business?)
• What is the difference between express terms in a contract and implied terms of the contract?
• Explain how a "limitation of liability" clause works.
• Explain the difference between "void" contracts and "voidable" contracts.
• What factors would contribute to a contract being found: void; voidable; or unenforceable?
• Explain how the following factors affect the validity of a contract:
• Mistake:
• unilateral,
• common,
• mutual
• Misrepresentation
• Innocent (rescission only)
• Negligent (rescission and tort damages)
• Fraudulent/intentional (rescission and tort damages, and likely punitive damages)
• Unequal Relationships
• Duress - physical or financial "gun to the head" scenario
• Undue Influence - addresses "special relationships" such as lawyer/client; more subtle - like manipulation or guilt
• Unconscionable Transactions
• What contracts MUST be written in order to be enforceable?
• What are the main ways a contract can be ended? (Performance, Agreement, Frustration, Breach)
• What is a condition precedent?What is a condition subsequent?
• What is a variation of a contract? What does every variation require in order to make it enforceable?
• What is privity of contract?
• What is an assignment of a contract? Rights under the contract are transferred (ie: sold) to a third party. Assignment of a right under the contract does not require permission. Assignment of an obligation under the contract requires approval of the other party.
• What is a novation? Novation is the creation of a new contract by substituting a 3^rd party for one of the original parties with the consent of all.
• What are the criteria for a contract to be terminated by frustration?

Explain the difference between a condition (major term) of a contract and a warranty (minor term) and the available remedies:

Breach of condition - parties relieved from contractual obligations; damages

Breach of warranty - performance required; damages

• How do the following remedies for breach of contract work?

Rescission - returning the parties to the position they were in before the contract.

Rectification - correction, by the Court, of the wording of a mistake in the contract.

Damages - see notes, above.

Liquidated Damages - amt. of damages that must be paid in the event of a breach (Usually stated in the contract);

Specific Performance

Injunction

Employment Law:

• What is the name of the legislation governing employment law in Alberta that sets out minimum entitlements for employees? What is its main function?
• What is an employee? What is an independent contractor? Why is it important to make that determination?(Tax deductions, Application of the ESC such as Statutory holidays and benefits for employees, Wrongful dismissal - relevant to employees and their rights to bring an action)
• What are the factors used to determine if a worker is an employee or an independent contractor?

• Explain the concept of vicarious liability as it relates to employment law. (Is an employer vicariously liable for an employee? What about for an Independent Contractor?
• How do employment relationships end?
• What is termination of employment for just cause? What are some of the grounds for just cause? In every case, what does an employer who wants to terminate an employee for just cause need to show?
• What factors does the court look at to determine reasonable notice?
• Explain what is meant by constructive dismissal. What are some of the factors that indicate an employee is being constructively dismissed?
• What is meant by the term "mitigation of damages?"
• Non-competition clauses: What factors will the Courts use to decide if a non-competition clause is enforceable?

1.The geographic restrictions are reasonable

2.The time restriction is reasonable

• What are some human rights requirements that apply to employment law? What are prohibited areas and what are the prohibited grounds?
• Explain what "duty to accommodate" means, as well as "bona fide occupational requirement".
• What is "undue hardship" and how does it relate to employment law?

Agency:

• What is agency? Who are the parties to the agency relationship?
• How is the agency relationship created?
• What are the different types of authority an agent has?

Define actual authority. Define apparent authority.

• How is an agent given their authority?
• What are the different types of liability an agent has?
• Explain the concept of "fiduciary duty."

Business Structures:

• What are the three most common ways to structure a business? What are the relative advantages and disadvantages of each?
• What is a dividend?
• What are the various kinds of liability faced by each business structure?
• What is a limited partnership? What is a Limited Liability partnership?
• Compare and contrast the different types of partnerships. What are the differences of each in terms of the liability of the partners?
• What is the key distinguishing feature of a corporation?
• How do corporations end?What does "winding up" mean in relation to a corporation? Who gets their money out of the corporation first if the assets of the corporation are liquidated/sold? common shareholders or preferred shareholders?
• What is a public corporation? What is a private corporation? What is a closely held corporation? What is a widely held corporation?
• Who are the 3 major roles in a corporation? How do each of these 3 types of people get their authority? What are their respective duties towards the corporation?
• What are shares? What are the different types of shares?
• What is the most important feature of a preferred share?
• Why is a voting right important in a corporation?
• How do corporations come into existence? What documents are needed to form a corporation? What are some considerations to take into account when naming your corporation?
• What is the liability of a corporation? What are the liabilities of its directors? Officers? Shareholders?
• What are some of the remedies shareholders have against a corporation?

Property:Real, Personal, and Intellectual

REAL PROPERTY is land and anything permanently affixed to the land (fixtures). What is the test to determine if property is a fixture?

Compare and contrast the different possessory interests in land:

• Fee Simple - biggest possessory interest in property you can have (ownership); (indefinite in terms of time)
• Life Estate - possessory interest for use of property until death (ends at death; reverts to testator or remainder men)
• Leasehold Estate - fixed period of time - term or periodic leases (possessory interest ends with lease or notice);
• What are some of the common limits on "ownership" of land?(Hint: they're the 'lesser interests' in land.)
• What is an easement? The right to use another person's land for a stated purpose. It can involve a general or specific portion of the property. Easements can be registered on title.
• What is a restrictive covenant? A condition imposed by the seller as to the uses the buyer can make of the land (ie: you must have at least 4 windows that face the street, you must not have a chain link fence etc.)
• What is the system of land registration in Alberta? How does it work? The Registry system (the Torrens System).In Alberta you register certificates of title at the LAND TITLES office.
• What are the different methods of 2 or more persons owning property together? Describe them.

Joint Tenancy:(right of survivorship) - if one party dies, the other party automatically gets the property (usually between family members)

Tenancy in Common: (each party owns his/her share independently and can sell, rent, will etc. as the case may be - mostly used in business deals)

• PERSONAL PROPERTY is everything that isn't land (or a fixture)!
• What is the legal term for tangible personal property? (chattel)
• Explain the difference between tangible personal property and intangible personal property.

• INTELLECTUAL PROPERTY rights seek to financially reward authors/inventors/creators while balancing the interests of increasing the IP that ends up in the public domain.
• What is intellectual property? What are the three main types of intellectual property? (Copyright, Patents and Trademarks)
• How does copyright arise? What must an author do to get copyright?
• How do patents arise? What can be patented?
• What is an industrial design? What does it protect?
• What is a trade secret? How are Trade Secrets protected?

Sale of Goods

What is the purpose of the Sale of Goods Act? Can you contract out of the Sale of Goods Act?

What is a "good" for the purposes of the Sale of Goods Act? What types of property are not covered by the Sale of Goods Act?

Will the Act apply to the sale of a mixed good and service?

Why does it matter who has title? How does the Sale of Goods Act imply who has title? What are the 5 rules to determine who has title?

What is an unascertained good?

What are some implied terms of the Sale of Goods Act?What are 2 warranties in the Sale of Goods Act?

If you bought a good by description, does the good actually have to match that description? What if you bought the good because you like the sample? Do the goods have to match the sample?

Priority of Creditors

What is the difference between a secured creditor and an unsecured creditor? What is a preferred creditor?

What is collateral?What is a security interest?

Who is the secured party? What is a debtor? What is a creditor?

What is a security agreement?

What remedies does a secured creditor have?What remedies does an unsecured creditor have?

How is the priority of secured creditors in LAND determined? How is the priority of secured creditors in PERSONAL PROPERTY determined?

What is "perfection" in relation to creditor and debtor law?

Where should you register a security interest in personal property? Where should you register a security interest in real property?

What kind of priority does a Purchase Money Security Interest (PMSI) have?

Are all security interests in personal property required to be registered at the Personal Property Registry? What happens to the priority of a creditor who doesn't register their security interest at the PPR?

What remedies are available for creditors in "consumer type situations"? What remedies are available for creditors in "commercial type situations"?

Guarantees: Written commitments where a guarantor agrees to pay the debtor's debt if he/she defaults. To be enforceable in AB, the guarantee must be in writing; the guarantor must appear before a notary public and acknowledge that he/she signed the guarantee and he/she must sign a certificate which is then attached to the guarantee.

• What's the difference between a guarantor and a co-signer? A co-signer is a debtor and a party to the contract (privity of contract). A guarantor is not a party to the contract.The Guarantor's responsibilities for the debt are conditional and arise only in the event of default by the debtor.
• What are commercial and consumer proposals? How could they help a debtor stay out of bankruptcy?
• What is the job of the trustee in bankruptcy?
• What are the two ways that a debtor can go into bankruptcy? (voluntarily by assignment, or involuntarily by petition)
• What is the purpose of the Bankruptcy and Insolvency Act? Is bankruptcy the same all across Canada?
• What is the priority of creditors in bankruptcy? (secured, preferred then unsecured)
• What/who is a preferred creditor?
• Is a bankrupt allowed to transfer property to another person in order to avoid losing the property to creditors?
• What debts survive (are not discharged by) bankruptcy?

1.Does consideration have to be fair?

2.Explain the difference between offer and invitation to treat. Give an example of each.

3.What must be proven in every case order to have a contract set aside for misrepresentation?What are the different types of misrepresentation and what are the damages for establishing each type?

4.Explain the difference between the standard of care that is applied to average members of society and the one that is applied to persons who have specialized training (like doctors or lawyers).

5.Under what circumstances can an employee be dismissed without notice?

6.When an employee is terminated without cause and you have offered pay in lieu of notice, why should you give the terminated employee time to consider the amount of pay before requiring them to sign a waiver?(NOTE: the waiver you ask them to sign is the terminated employee agreeing not to sue the employer for more pay-in-lieu-of-notice in exchange for the actual pay-in-lieu-of-notice set out in the waiver) HINT: think about undue influence here.

7.What is "constructive dismissal"?

8.Explain how human rights legislation applies to employment.

9.Distinguish between an agent's actual, implied and apparent authority. Explain why this distinction can be important from the agent's point of view.

10.Agents owe a fiduciary duty to their principles. What are the requirements of that duty?

11.Identify at least 3 benefits of the sole proprietorship approach to doing business.

12.Are partners liable for each other's debts and obligations? What is the legal reason for this?

13.What are the ways that a partnership can come into existence?

14.What must be done in order to set up a limited partnership? What must NOT be done by a limited partner if they wish to retain limited liability?

15.List 3 benefits to doing business as a corporation.

16.Explain how the liability of shareholders is limited.

17.How can a corporation be ended?

18.What is meant by "preferred share? How does being a preferred shareholder affect your priority to be paid out in the event that the corporation is wound up?

19.Explain the purpose a unanimous shareholders agreement.

20.What is meant by a fee simple in land?

21.Identify at least four ways in which legal restrictions can be placed on the way an owner uses her land.

22.What is the main purpose of the Sale of Goods Act?

23.If the contract for a sale of good is silent on when title transfers, explain the rules that will imply when title transferred.(Why do we care when title transferred?)

24.What kinds of property can be used as collateral under the PPSA?

25.How is priority of creditors with secured interest in personal property determined? What is the exception?

26.Explain the role of the trustee in bankruptcy.

27.What is the priority of creditors in bankruptcy?

When an agent acts for a principal to enter a contract with a third party, the parties to the contract thus formed are

1)

The principle and the agent

2)

The principle and the third party

3)

The agent and the third party

4)

The principle, the agent and the third party

5)

All of the above

An agent's actual authority is

1)

created when the principal acts such that third parties reasonably conclude that an agency relationship exists

2)

the power that an agent appears to have because of conduct or statements of the principal

3)

the power that an agent derives from either express or implied agreement with the principal

4)

inferred from the position the agent occupies

A shareholder is

1)

a person who has an ownership interest in a corporation

2)

a business carried on by two or more persons with the intention of making a profit

3)

a person elected by shareholders to manage a corporation

4)

a person elected by directors to manage a corporation

5)

a division of profits payable to shareholders

A closely held corporation is

1)

a corporation that does not sell its shares to the public

2)

a corporation whose shares are normally traded on a stock exchange

3)

a corporation that does not engage in active business

4)

the shares that a corporation is permitted to issue by its constitution

5)

a document that shows the result of a search for business

Corporate approaches to raising money without borrowing include

1)

obtaining loans

2)

issuing shares

3)

issuing bonds

4)

issuing debentures

5)

none of the above

The criteria for distinguishing between an employee and an independent contractor do not include

1)

the rate of pay

2)

the degree of control exercised by the employer

3)

the ownership of tools

4)

the chance of profit and risk of loss

5)

the degree of integration in relation to the business

Factors considered in determining what is a reasonable period of notice of termination of employment do not include

1)

the employee's financial needs

2)

the employee's age

3)

the employee's length of service

4)

the employee's position in the company

5)

the availability of employment with other employers

A wrongful dismissal suit may arise when

1)

an employee is dismissed for just cause and claims there was not just cause

2)

an employee is given notice of dismissal and claims the notice was inadequate

3)

an employee claims that he has been constructively dismissed

4)

all of the above

5)

none of the above

If Niles and Frasier buy a "fee simple" interest, which of the following is true with regard to their rights?

1.They can sue an airplane for trespass for flying at 30,000 feet over their property.

2. Their right to the area above their land is restricted to that part of it they can make use of.

3. The maxim "to whomsoever the soil belongs, he owns also to the sky" remains unchanged and is as valid today as ever.

4. They have rights to the area under their land as well, including the mineral rights.

5. In law, they are entitled only to the surface of the earth within the boundaries.

Which of the following is/are true with regard to the copyright law in Canada?

1. Generally, the term of copyright is fifty years.

2. A Canadian author must register upon the creation of her book, in order to acquire copyright protection.

3. An author need not register under the Copyright Act to acquire copyright.

To which one of the following would the Sale of Goods Act apply?

1. A contract for the sale of a ranch

2. A contract for the sale of tangible personal property

3. A haircut at the local hairstylist

4. A contract for the purchase of a house

Which of the following is false with regard to "property"?

1. Real property includes "fixtures."

2. Real property consists of land but does not include the buildings on that land.

3. Personal property includes chattels.

4. Both real and personal property can be given as security to a creditor.

5. Personal property includes intangible rights.

Which of the following is a goal of the Bankruptcy and Insolvency Act?

1. Helps incorporated companies after discharge to carry on without the same burden of debt

2. Determines process by which debtors convey their assets to a trustee in bankruptcy who distributes them to the creditors

3. Provides alternative to criminal charges

4. Protects the interests of debtors.

5. Allow persons with impossible burdens of debt to discharge all of their debts.