... • Literal Rule There are three (3) principles of law that can be applied to interpret the law, where the Literal rule can be applied and if absurdity exist either the Golden or the Mischief rule can be used. The Literal rule considers the law as what it says where the natural meaning of the words are used for interpretation; this can be depicted in the case Regina v Barrymore where the defendant was charged with the offence of wounding with the intent to murder, however the learned magistrate of St John’s Magistrate’s court committed the defendant to stand trial on a charge of wounding with intent to do grievous bodily harm. The court however had no power to commit the defendant for any offence other than the offence with which he had been charged. • Golden Rule The Golden rule is an extension of the literal rule, giving either narrow or wide meaning to the law; the Narrow meaning can be exemplified in the case of Marilyn Spenser v the Attorney General (AG), where the appellants, members of the Executive of the Committee of the Hallelujah Square Tabernacle church submitted to the Attorney General (AG) articles of incorporation of the church as a religious non- profit organization. However, the AG rejected the request stating that a nonprofit company must be a commercial enterprise which is to be carried out without financial gain to its members. Wide Meaning on the other hand is used to give law a wider meaning, such as in the case of William Chaitam and Winston...
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...Ch5 Formation of a Contract: Offer and Acceptance An invitation is not an offer; a merchant is not obligated to sell to everyone who reads an ad (its supply may be limited) he is the offeree Both parties must be aware of the offer and counter offers, else any coincidental acceptance under the same terms still don’t qualify as an acceptance Protection against Standard Form Contracts 1. If business is regulated by govt board, its terms are subject to approval 2. Some segments of the public are offered special protection i.e. consumers 3. For unregulated activity, the public receives as much protection as the courts can find in contract laws All terms binding?- if offeree convinces courts that she wasn’t aware of a certain term, then the offerer must prove that it made sufficient efforts to make the offeree aware of it, else the offeree is not bound by it Contract terms on a sign must be evident to offeree AT the time of making contract How an offer may lapse: 1. Not accepted within specified time 2. Not accepted within reasonable time (if not specified) 3. Either party dies or becomes insane prior to acceptance Revocation Offeror may revoke an offer any time before acceptance, even if he promised elsewise. He must provide notice to make it effective Must revoke before it is accepted If offeree has sufficient reason to believe that the offer may have been revoked even without notice, the courts will consider it revoked Offeree Powers Can bind offeror...
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...Payment - In ordinary parlance, payment refers only to the delivery of money. - In legal mode of extinguishing an obligation, it also consists of the giving of a thing (other than money), the doing of an act, or not doing of an act. - When debtor pays damages or penalty in lieu of the fulfilment of an obligation. When debt is considered paid Debt - May refer to an obligation to deliver money, to deliver a thing (other than money), to do an act, or not to do an act. 1.) Integrity of Prestation - A debt is not understood to be paid unless the thing or service has been completely delivered or rendered. Partial or irregular performance will not extinguish the obligation. - In case of partial performance there is no payment under the law and the creditor can refuse payment. - Creditor has the right to refuse partial performance or not to pay it. 2.) Identity of the Prestation - The very prestation due must be delivered or performed. - When existence of a debt is admitted by the debtor or established by the creditor, the burden of proving payment is upon the debtor. Requisites for when recovery allowed in case of substantial performance in good faith (article 1234): 1. There must be substantial performance. 2. The obligor must be in good faith. - Good faith is always presumed in the absence of proof. When recovery is allowed when incomplete or irregular performance is waived - Founded on the principle of estoppel. - The debtor is not liable for damaged suffered...
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...duties, and privileges that are consistent with the values and beliefs of a society or its ruling group. 2. Primary sources of the Law include: The U.s. Constitution of the various states. Statues, or laws, passed by Congress and by state legislatures. Regulations created by administrative agencies, such as the Federal Trade Commission and the U.S. Food and Drug Administration. Case law (court decisions) 3. Common Law: the body of law developed from custom or judicial decisions in English and U.S. courts, not attributable to a legislature. Precedent: a court decision that furnished an example or authority for deciding subsequent cases involving identical or similar legal principles or facts. 5. State decisis( two aspects: Decisions made by a higher court are binding on lower courts A court should not overturn its own precedents unless there is a strong reason to do so *Precendents may be dropped because of social or technological changes. *Brown vs. Board of Education: white and blacks did not have equal education opportunities. Separate educational facilities- conclusion 10. preemption: Congress chooses to act exclusively in a concurrent area. 11. federal forms of government: national government and states share sovereign power. *Police powers-fire and building codes, antidiscrimination laws, parking regulations, zoning regulations, licensing requirements 12. Article I, Section 8 of the U.S. Constitution permits Congress...
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...MODULE -2 Business Organisations Notes 5 FORMS OF BUSINESS ORGANISATION ou have studied in the first lesson about the business, its significance and the classification of business activities. You are also aware that these activities are carried out by individuals in an organised form of a business house having different patterns of ownership and management. A single individual may own the business or a number of individuals may come together to own the business jointly. So, based on ownership, we have different forms of business organisation like a proprietary concern, a partnership firm or a company. In this lesson, you will learn about the various forms of business organisation (excluding a joint stock company), their characteristics, merits and limitations, suitability and the steps involved in their formation. Y OBJECTIVES After studying this lesson, you will be able to: • • • • • explain the concept of business organisation; state the meaning and characteristics of Sole Proprietorship, Partnership, Joint Hindu Family Business and Cooperative Societies. identify the merits and limitations of these forms of business organisation; describe the suitability of these forms of business organisation; and explain the steps in the formation of these business organisation. 5.1 BUSINESS ORGANISATION You have already learnt about the meaning of business and the various types of business activities like industry, trade, transport, banking, insurance etc. If you observe...
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...Paper: Legal Forms Of Business with Supporting Scenarios Chanel Moore-Bass Law/531 Business Law March 19, 2012 Carmina Perez-Fowler, UOPX Faculty Online Week Two: Individual Paper: Legal Forms Of Business with Supporting Scenarios There are seven major forms of business: sole proprietorship (sole trader), partnership, limited liability partnership (LLP), and limited liability company (LLC), subsidiary or subchapter corporation (S), franchise, and corporate/company (C- traditional). The various forms of businesses are established and recognized by state laws. To determine the type of business form to use, it is important to know the differences, advantages, and disadvantages. Sole trader/proprietor is the clearest and simplest form of business to establish. It is just one owner, debt/tax liabilities fall on the owner, the income (profits/losses) reports on personal tax return. Examples of sole proprietorship are franchise, self employment, and independent contractor. Advantages are total autonomy of the business, no legal procedure to setup, no set hours/wages, and no shareholders. Disadvantages are if owner dies the business dissolves, full responsibility of tax/debt liabilities, difficulty obtaining long-term financing, and personal liability if sued. General partnership is more than one owner, involving verbal or oral agreement but not filing paperwork to create a specific entity, such as a corporation or LLC, either partner can bind the business to a contract, sharing...
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...Other Concepts 2 B.) Agency and Partnership Law 2 II.) INTRODUCTION TO THE CORPORATE FORM 16 A.) Formation and Structure 16 B.) Debt, Equity, and Valuation 22 III.) CONTROL OF CORPORATE DECISIONS 32 A.) The Role of the Shareholder 32 B.) Management Obligations 50 1.) Duty of Care 51 2.) Duty of Loyalty 56 3.) Duty of Fairness: Parent-Subsidiary Relationships 63 4.) Duty of Good Faith 64 5.) Management Obligations Under Federal Securities Laws 67 C.) Shareholder Litigation 76 IV.) Structural Changes 85 A.) Transactions in Control 85 B.) Mergers and Acquisitions 86 1.) Mergers 87 2.) Sale of Assets 93 3.) Asset Purchase or Tender Offer 94 C.) Public Control Contests 96 1.) The Poison Pill 100 2.) Enhanced Review When Business is Up for Sale 103 3.) Proxy Contests for Corporate Control 106 4.) Protecting the Deal: Shareholder Lockup Agreements 109 I.) INTRODUCTORY PRINCIPLES • Definitions o Corporate Law: The allocation of rights and power within a corporation; the internal body of law ▪ Addresses the creation of economic wealth through the facilitation of voluntary, ongoing collective action ▪ Flexible- expectation that market discipline will weed out what is not working ▪ Principle aim- reduce agency costs of all sorts o Securities Law: Regulates capital markets that corporations use to obtain funding o Firm: A form of business relation that has a temporal dimension, a...
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...MODULE - 1 Forms of Business Organisation Business Environment 3 Notes FORMS OF BUSINESS ORGANISATION 3.0 INTRODUCTION After identifying the business in any field e.g., Insurance, it is necessary then to have a legal entity to be known in the society. The legal entity can be in any form of a business organization. The various forms of organization are as follows: 1) Sole proprietorship 2) Partnership 3) Co-operative Society 4) Joint stock company (Private and Public) These are explained in brief as follows:3.1 OBJECTIVES At the end of this lesson you will be able to know Various forms of organization Its formation & features Merits & Demerits 3.2 SOLE PROPRIETORSHIP 3.2.1 Meaning: The sole proprietorship is a form of business that is owned, managed and controlled by an individual. He has to arrange capital for the business and he alone is responsible for its management. He is therefore, entitled to the profits and has 24 DIPLOMA IN INSURANCE SERVICES Forms of Business Organisation MODULE - 1 Business Environment to bear the loss of business, however, he can take the help of his family members and also make use of the services of others such as a manager and other employees. This type of business organisation is also called single ownership or single proprietorship. If the business primarily consists of trade, the organization is a sole trading organization. Small factories and shops are often found to...
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...written notice of such default to the defaulting Partner. The defaulting Partner shall have fourteen (14) calendar days after such notice is sent to cure such default. If the defaulting Partner fails to timely cure such default, the Partner that is then entitled to purchase the defaulting Joint Venturer’s share in the Partner may invoke, in addition to any other remedy at law, the sale of the defaulting Joint Venturer’s interest in the Business Cooperation as stated in paragraph 9.02. 10.02 Sale Notice. Sale Notice. Notwithstanding the written offer requirement of the selling Partner in paragraph 9.02, if the defaulting Partner fails to make the required written offer to sell his interest within five (5) days after the expiration of the cure period, any non-defaulting Joint Venturer’s that is entitled to buyout the defaulting Partner may send written notice of intent to purchase the defaulting Joint Venturer’s interest in the Business Cooperation and the defaulting Partner shall complete the sale within thirty (30) days after such notice is sent. ARTICLE XI REPRESENTATIONS AND WARRANTIES 11.01 Each Business Cooperation hereby represents and warrants to each other the following matters: Each Partner has the legal power, right, capacity and authority to enter into this Agreement. However ABC COMPANY IN CHINA does have the right decisive vote in all matters in the project gathering and planning. All requisite action (corporate, trust, partnership or otherwise) has been taken...
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...Business Entities, Laws and Regulations Mario Zapata April 28, 2011 BUS/415 University of Phoenix Michael John Abstract A partnership of entrepreneurs is planning in open a new sport restaurant bar, with big screen television, but the entrepreneurs do not have enough capital to complete the project. A wealthy investor is willing to participate in the business plan, but wants a percentage of the company. In this paper Mario Zapata examines the process of completed the new sport’s restaurant. In this scenario, Lou and Jose are planning to open a sports bar and restaurant. Because they do not have enough money, Miriam a wealthy investor has agreed to provide capital to help fund the business. In return, Miriam will receive a sufficient percentage of profit in the ownership. Business Entity, Control, Taxation and Liability The entity for this business organization, a sports restaurant and bar, would be to start up as a partnership firm. All three would receive equal percentage to the business. Miriam would provide the capital while Lou and Jose will take care of the day to day operations of this organization. In a partnership, the control is up to all three of the partners. The decisions are based on the mutual understanding of all three and should have a written agreement. Lou and Jose would hold control of the business activities while Miriam is only investing to earn a profit (Liability for partnership debts, 2010). After the profit is split among...
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...running the business. Sole proprietors own all the assets of the business and the profits generated by it. They also assume complete responsibility for any of its liabilities or debts. In the eyes of the law and the public, you are one in the same with the business. Advantages of a Sole Proprietorship: * Easiest and least expensive form of ownership to organize. * Sole proprietors are in complete control, and within the parameters of the law, may make decisions as they see fit. * Sole proprietors receive all income generated by the business to keep or reinvest. * Profits from the business flow directly to the owner's personal tax return. * The business is easy to dissolve, if desired. Disadvantages of a Sole Proprietorship: * Sole proprietors have unlimited liability and are legally responsible for all debts against the business. Their business and personal assets are at risk. * May be at a disadvantage in raising funds and are often limited to using funds from personal savings or consumer loans. * May have a hard time attracting high-caliber employees or those that are motivated by the opportunity to own a part of the business. * Some employee benefits such as owner's medical insurance premiums are not directly deductible from business income (only partially deductible as an adjustment to income). Partnerships In a Partnership, two or more people share ownership of a single business. Like proprietorships, the law does not ...
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...interested in cash flow is that it gives them a clearer picture of what the company is truly doing. Deductions When you begin deducting interest, taxes, depreciation and amortization, you distort what positive or negative cash flows the company’s operations generated. The four items (interest, taxes, depreciation and amortization) have nothing to do with the company’s actual operations and are accounting conventions for reducing income for tax purposes. Here’s how each one distorts operating performance: * Interest – Companies can deduct interest expense from their income for tax purposes. This deduction will change from year-to-year as more or less debt is on the books. * Taxes – Taxes are subject to change as laws change and the company’s business and accounting practices may change. This deduction also reduces net income. * Depreciation – The tax code allows companies to deduct a portion of the value of an asset each year over a predetermined schedule. This schedule should coincide with the useful life of the asset. For example, if the company bought a piece of equipment with a 10-year useful life, it could take one-tenth of its value as a deduction each year. This matches the expense of the equipment with the...
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...ASSIGNMENT # 2- FAMILY RELATED ISSUES LEG 500- LAW, ETHIC, AND CORPORATE GOVERNANCE DRA NEKIA HACKWORTH KARLA ZALDANA JAN 30, 2012 INTRODUCTION The FMLA entitles eligible employees of covered employers to take unpaid, job-protected leave of specified family and medical reasons with continuation of group health insurance coverage under the same terms and conditions as if the employee had no taken leave. Eligible employees are entitled to: Twelve workweeks of leave in a 12-month period for: • The birth of a child and to care for the newborn child within one year of birth • The placement with the employee of a child for adoption or foster care and to care for the newly placed child within one year of placement; • To care for the employee’s spouse, child, or parent who has a serious health condition. • A serious health condition that makes the employee unable to perform the essential functions of his or her job. • Any qualifying exigency arising out of the fact that the employee’s spouse, son, daughter, or parent is covered military member on “covered active duty;” Twenty six workweeks of leave during a single 12 month period to care for a covered service member with a serious injury or illness if the eligible employee is the service member’s spouse, son, daughter, parent, or next of kin (military caregiver leave) • 1. Explain if it matters that a parent...
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...FMLA and ADD Wendy Lavoie Rasmussen College Author Note This paper is being submitted on May 17, 2015, for Cregg McKinney’s Business Law course. FMLA and ADD The Family Medical Leave Act is an act put into place to help employees of covered employers to take a leave of absence to care for a person in their immediate family. The Family Medical Leave Act covers certain things such as; birth and care of the eligible employee’s child or placement for adoption or foster care of a child, care for an immediate family member (spouse, child, parent) who has a serious health condition, or care of the employees own serious health condition. In the event of Jeffery Perry needing to take a leave of absence to take care of his son Victor who had some disabilities, Victor’s disabilities were not serious and pose health threats. In order for Jeffery to get approved his son would have to be deemed serious like a life altering event. Since Victor’s disabilities were common manageable disabilities in which didn’t need extensive medical treatment it was not covered under the act. I do not feel that the Jaguar of Troy was out of compliance with the Family Medical Leave Act. It was looked at as if the case was not a serious case since the disabilities did not require frequent visits to the doctors then it was not considered to be serious. It would have been nice for the company to hold his job for him so that he could deal with child and get his child under control but since it was...
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...Types Of Business There are many different advantages and disadvantages of different types of ownership within the business sector. Before you start you’re new or expanded business plans. You need to explore all the options available to you. Will you be a Sole Proprietor or a Corporation or everything in between? The following report will examine six different business organizations in detail. Sole Proprietorship: is when the business is fully owned and managed by one person (others can be employed to help run the business) as the sole proprietorship only monetary income is from the business, you don't receive a paycheck. If you need money for living expenses, you take a draw. A Sole Proprietor, personal and business taxes are not separated. Therefore, your tax return will include business profit/ loss, as well as other personal income on your 1040. Also it's hard to raise capital to expand your business. These types of businesses are located in the small business sector and usually covering local areas. A few examples of sole proprietorship are barber shops, mechanic shops, hobby shops, plumbers, etc. Sole Proprietorship have unlimited liability, which means if the business fails, the owner is 100% responsible financially for all debts, it has occurred while open. Also his personal assets and possessions will be used to settle his responsibilities from his business. “A sole proprietorship avoids the expense of forming a partnership or corporation, and is the easiest...
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