PLEASE EXPLAIN IF POSSIBLE

B-LAW

Fordham University

New York, NY

36) the act school of flying and refrigerator repair, inc. finds it necessary to seek protection from creditors in an effort to re-organize their business. A voluntary petition in bankruptcy would be filed under which of the following provisions of the united states bankruptcy code?

** chapter 11

** chapter 7

** chapter 13

39) a security interest held by a creditor on inventory in bubba's sporting goods retail store is

** a floating lien.

** illegal

** not enforceable.

44) a promissory note secured by corporate stock is

** a secured transaction

**illegal

**a tort

47) an employment contract in which either party can terminate the employment without cause

**is illegal

** is governed exclusively by federal law

**is an employment at will contract.

28) each partner is an ordinary partnership is an agent for the partnership.

**false/true

26) a limited liability company is created by contract only.

**false/true

22) a limited partnership is identical for all purposes to a limited liability company.

**true/false

18) a limited liability company can have the same tax advantages as

**both of the other answer are correct.

**a partnership

**an S Corporation.

15) in a limited partnership a general partner's liability is the same as a limited partner's.

**false/true

14) Erale and Bert are the only shareholders in Farthington Frog Farms, Inc("FFF"). Chapter S corporation. The corporation has been business for 15 years, but has now experienced a down turn in business due to a recessionary and is seeking new investors. Thibedeaux Dideaux, a Canadian, has offered to invest $350,000 in FFF stock.

** FFF can accept Thibedeaux's investment without forfeiting its pass-through tax treatment or its liability immunity for its shareholders.

**in order for FFF to accept Thibedeaux's investment and still retain its pass-through tax treatment and liability immunity for its shateholders, FFF will have to reorganize as a partnership.

** in order for FFF to accept Thibedeaux's investment and still retain its pass-through tax treatment and liability immunity for its shateholders, FFF will have to reorganize as a C-corporation.

** in order for FFF to accept Thibedeaux's investment and still retain its pass-through tax treatment and liability immunity for its shateholders, FFF will have to reorganize as a limited liability company.

30) a limited liability company can have any number of members.

**true/false

35) apparent authority of an agent

**is a synonym of actual authority

**is based on the principal's acts or failure to act.

38) the negligence in the course and scope of employment of which of the following will result in vicarious liability of the employer?

** an independent contractor.

** an employee.

** both an employee and an independent contractor.

43) the constitutional basis for congress passing bankruptcy legislation is found in

** article V

** article III, sec 2

** article II sec 3

** article I sec 8

48) bankruptcy case are exclusively filed in state ankruptcy courts.

**true

**false

49) it is possible for a principal to be held liable on a contract based on respondeat superior.

**false

**true

37) a creditor who holds a promissory note secured by a lien on real estate is

** violating law.

**a general creditor

** a secured creditor.

34) bankruptcy law is not as debtor-friendly as it used to be.

**true/false

21) a limited liability company will be taxed like an S corp.

**true/false

13) Which of the following is not a fiduciary?

** A director.

**an officer

**an agent

**a professional baseball player.

12) which of the following statement is correct?

**A "C" corporation is a separate entity.

**An "S" corporation is not a separate entity.

** A limited liability company is not a separate entity.

32) an employment contract which call for an employment term of five years is

** illegal

** none of the other answers are correct

** void

**employment at will

45) larry acting as curly's agent and acting with actual authority enters into a contract with moe. The parties to the contract are

** larry and curly

**curly and moe

**larry, curly and moe

50) the filing of a bankruptcy petition result in

**the debtor being liable on any unperformed contracts

**an automatic stay

**the debtor being liable for all torts committed by debtor.

25) a corporation requires the state's permission to exist.

**true/false

19) A corporation may or may not be a separate entity, depending on whether it is a C corporation or an S corporation.

**true/false

11) what do partnership, a chapter S corporation and a limited liability company all have in common?

**all treat income and expenses as being "passed through" to the partners, shareholders or members, as the case may be.

**each is a separate entity for all purposes.

**none of them have to file an income tax return.

7)A corporation and partnership are both separate entities .

**True/false

4) which of the following is true?

**Raced based employment decisions are always illegal.

**Age based employment decisions are always illegal.

**Gender based employment are always illegal.

**None of the other answer are true.

2) Bill sprivvins was an agent for amalgamated consolidated, Inc. While carrying out his agency duties, Bill drove his motor vehicle negligently, proximately causing injuries and property damages to Bo Ridley.

** Bill's negligence will not be imputed to amalgamated consolidated, Inc. since respondent superior never applies to the principal agent relationship.

** Whether respondeat superior applies will depend on whether bill was an employee or an independent contractor of Amalgamated consolidated, Inc.

** Bill's negligence will be imputed to Amalgamated consolidated, Inc. under respondeat superior since the tort occurred while bill was engaged in his duties as agent. n

1) An at-will employee is referred to as

** none of the other answers

** one who has contract at all.

**one who has an employment contract with the employer but who can be discharged for any reason or no reason

** one who has an employment contract for a fixed term.

20) a limited liability company is a separate entity for all purposes.

**false/true

33) bankruptcy cases can be filed in either state or federal court.

**true/false

46) under the U.S. bankruptcy code.A so-called "wafe earner's" petition will be filed under

** chapter 11

**chapter 7

**chapter 13

5) In an employer/ independent contractor situation

**the independent contractor will always be an agent

**respondeat superior generally does not apply

**The employer is liable for a tort of the independent contractor if the tort was committed within the course and scope of employment.

16) in a limited partnership general partner's liability exposure is the same as a shareholder in a corporation.

**True/false

17) in a limited partnership a general partner's liability exposure is the same as that of a partner in a ordinary partnership.

**true/false

40) in a bankruptcy case, the automatic stay will result in

** the halting of all collection efforts against the debtor.

** collection efforts being intensified.

29) each partner in an ordinary partnership is an agent for the other partners.

**true/false

23) A C-corporation is essentially the same as a limited liability company.

**true/false

24) in a limited liability company, profits and losses pass through to members.

**false/true

27) corporation law is an extension of principal-agent law.

**true/false

42) in a voluntary chapter 13 bankruptcy case the debtor is asking for

** money damage

** a wage-earner's plan

** straight liquidation

** reorganization

8) A limited liability company

**treated the same as partnership for all purposes

**is separate entity

**is identical to an corporation.

31) there is a limit on the number of shareholders in an S-corporation.

**true/false

41) the appointment of an agent by a principal

** gives the agent contractual authority under respondeat superior

** gives the agent authority to bind the principal contractually.

10) which of the following statements is true?

** a partnership is a separate entity.

** a limited liability company does not pay income taxes, but profits and losses are passed through to the individual members

6) Discrimination is always illegal.

**False/true

3) an employer can never be vicariously liable in tort law.

** False/true

9) An agent is always an independent contract for

**false/true