ICCSSL Business Law flashcards

32 cards. Read the term and the definition here. The deck at the top of this page is optional.

Mailbox rule

An acceptance is effective when dispatched by the offeree, not when the offeror receives it, unless the offer says otherwise or the contract is an option.

Statute of Frauds

Rule requiring a signed writing for categories such as land sales, contracts lasting over one year, suretyship, marriage, executor promises, and UCC goods sales of $500 or more.

Promissory estoppel

A promise enforced without consideration when the promisor reasonably expects reliance, reliance actually occurs, and injustice can be avoided only by enforcing the promise.

Business judgment rule

Presumption that directors acted in good faith, on an informed basis, and without conflicting interest; a plaintiff must rebut it to impose liability for a business decision.

Piercing the corporate veil

Ignoring limited liability when owners used the entity as an alter ego, commingled funds, undercapitalized it, or committed fraud, causing injustice to creditors.

Duty of loyalty

Fiduciary obligation barring self-dealing, usurpation of corporate opportunities, and insider trading unless disinterested directors or shareholders approve or the transaction is fair.

Perfect tender rule

UCC standard letting a buyer reject goods or revoke acceptance if the goods or the tender fail in any respect to conform to the contract.

Implied warranty of merchantability

Warranty that goods sold by a merchant are fit for the ordinary purposes for which such goods are used and are adequately packaged and labeled.

Risk of loss, shipment contract

In a shipment contract, the buyer bears risk of loss once the seller delivers conforming goods to the carrier, subject to any contrary agreement of the parties.

Respondeat superior

Doctrine making an employer vicariously liable for torts an employee commits within the scope of employment, including conduct incidental to authorized tasks.

ABC test

Employment classification test presuming a worker is an employee unless the hirer shows the worker is free from control, outside the usual business, and independently established.

Apparent authority

Authority a third party reasonably believes an agent has based on manifestations by the principal, even though the agent lacks actual authority.

Strict product liability

Liability without proof of negligence when a product sold in a defective condition unreasonably dangerous to the user causes physical harm, and the defect existed at sale.

Res ipsa loquitur

Permits a negligence inference when the injury-causing event ordinarily does not occur without negligence, was caused by an instrumentality in the defendant's exclusive control, and was not due to the plaintiff.

UDAP statute

State consumer protection law prohibiting unfair or deceptive acts or practices, typically offering private actions, statutory or multiple damages, and attorney fees.

Holder in due course

A holder who takes an instrument for value, in good faith, and without notice of dishonor, defenses, or claims, and therefore takes free of personal defenses.

Attachment under Article 9

Creation of an enforceable security interest, requiring value given by the secured party, debtor rights in the collateral, and an authenticated security agreement describing the collateral.

Purchase-money security interest

Security interest securing the price of the collateral or value enabling its acquisition; it beats earlier perfected interests if perfected within 20 days after the debtor receives possession.

Per se violation

Antitrust conduct such as horizontal price fixing, bid rigging, or market allocation that is conclusively unlawful without inquiry into procompetitive justifications or market effects.

Herfindahl-Hirschman Index

Measure of market concentration calculated as the sum of the squares of each firm's percentage market share; higher values indicate more concentrated markets for merger review.

Foreign Corrupt Practices Act

U.S. law criminalizing bribery of foreign officials to obtain business and requiring accurate books, records, and internal accounting controls, with liability for third-party payments.

Fair use

Defense to copyright infringement evaluated on purpose and character of the use, nature of the work, amount used, and effect on the market for the work.

Trade secret

Information with independent economic value from not being generally known, subject to reasonable secrecy measures; misappropriation is actionable under state law and the DTSA.

First-inventor-to-file

AIA rule awarding a patent to the first inventor to file an application, replacing the prior first-to-invent system, with a one-year grace period for inventor disclosures.

Automatic stay

Injunction arising on the bankruptcy petition date that halts collection, foreclosure, litigation, and lien enforcement against the debtor and its property.

Preference

Transfer to a creditor within 90 days before bankruptcy (one year for insiders), for antecedent debt, while insolvent, enabling the creditor to receive more than in liquidation.

Nondischargeable debt

Obligation not eliminated by bankruptcy, including fraud debts, most student loans absent undue hardship, domestic support, and willful and malicious injury claims.

Rule 1.6 confidentiality

Model Rule barring a lawyer from revealing information relating to the representation without informed consent, subject to exceptions such as preventing reasonably certain death or substantial bodily harm.

Concurrent conflict of interest

Rule 1.7 situation where representation of one client is directly adverse to another or materially limited by duties to another, requiring informed consent and reasonable belief of competent representation.

CISG

United Nations Convention on Contracts for the International Sale of Goods, governing formation and remedies for cross-border sales between parties in Contracting States unless the parties exclude it.

Incoterms

Standard trade terms published by the International Chamber of Commerce defining seller and buyer obligations for delivery, risk transfer, costs, and customs clearance in international sales contracts.

UCP 600

International Chamber of Commerce rules governing documentary letters of credit; banks examine documents for strict compliance with credit terms and deal in documents rather than goods.