Study Guide - University of Phoenix
Week 1 Study Guide: Legal Forms of Business and Alternative Dispute Resolution
Readings and Key Terms
• Ch. 3 of Business Law
o Pleadings
o Discovery
o Settlement conference
o Trial
o Rebuttal
o Rejoinder
o Appeal
o Alternative dispute resolution
o Arbirtration clause
o Federal Arbitration Act
o E-courts and E-dispute resolution
• Ch. 34
o Entrepreneurship
o Sole proprietorship
o General partnership
o Limited partnership
o Limited liability partnership
o Limited liability company
o Corporation
• Ch. 35
o Limited partnerships
o Special partnerships
o General partners
o Limited partners
o Revised Uniform Limited Partnership Act (RULPA)
• Ch. 36
o Corporation
o Articles of incorporation
o Corporation types
o Common stock
o Preferred stock
o Debt securities
o Debt instruments
o Dissolution
• Ch. 39
o Limited liability company
o Limited liability company dissolution
o Limited liability partnership
• Ch. 40
o Franchise
o Distributorship franchise
o Processing plant franchise
o Processing plant franchise
o Area franchise
Content Overview
• Judicial, alternative, and e-dispute resolution
o Pretrial litigation process
• Pleadings
o Party who sues files complaint
o Based on complaint summons is issued
o Answer is provided by person being sued
o Cross-complaint can be filed by person sued in which case a reply must be sent by the original party
• Discovery
o Deposition is taken, which is oral testimony given prior to the trial
o Interrogatories are written questions given by one party to the other
o Production of documents are all of the documents that are secured by one party for use at trial
o Settlement conference: a hearing before trial to facilitate a settlement
• Trial
o Jury selection using process of voir dire
o Opening statements given by each party
o Plaintiff’s case: has the burden of proof to persuade trier of fact on the merits of the case
o Defendant’s case: rebuts plaintiff’s case; offers affirmative defenses; or proves allegations alleged in the cross complaint
o Rebuttal occurs when evidence is put forth to disprove the defendants case
o Rejoinder occurs when the defense offers evidence to refute the rebuttal
o Closing arguments to convince jury of their case
o Instructions, deliberations and verdict take place after the closing arguments; the judge reads the instructions to the jury and they consider all of the evidence (deliberate) and render a decision
o Judgment given by judge to the parties
• Appeal
o Appellant is the appealing party
o Appellee is the responding party to the appeal
• Alternative dispute resolution
o Arbitration
• Where contract contains arbirtration clause, the enforcement of clause is set forth in Federal Arbitration Act
• Impartial third party chosen to decide the dispute, which can be either binding or nonbinding on the parties
o Mediation: expert in disputed area helps parties to come to a settlement
o Minitrial: lawyers present a shortened version of trial to an agreed to expert who hears case; less expensive than trial and shows the case weaknesses and facilitates settlement
o Fact-finding: parties hire someone to investigate the dispute
o Judicial referee: parties agree to have court appoint a judicial referee to conduct a trial; decisions can be appealed
• E-courts and E-dispute resolution
o E-courts allow for electronic filings of court documents
o E-dispute resolution renders online dispute resolution in the form of arbitration
• Small business, entrepreneurship, and general partnerships
o Entrepreneurship occurs when an individual opens a business:
• Forms for opening a business: sole proprietorship, general partnership, limited partnership, limited liability partnership, limited liability company and corporation
• Sole proprietorship: business owned by one person who is personally liable for debts of business but takes all of the profits
• General partnership: two or more owners form business and where partners are personally liable for debts of partnership
• Limited partnerships and special partnerships
o Limited partnerships have general partners and limited partners
• General partners invest and manage the partnership and are personally liable.
• Limited partners invest but do not manage the business and, therefore, are not personally liable for the debts to the extent they exceed their contribution.
• In most states, the formation, operation, and termination of limited partnerships are regulated by the Revised Uniform Limited Partnership Act (RULPA), (Cheeseman, 2013, p. 582).
• Corporate formation and financing
o Corporation is a fictitious legal entity that is treated as a legal person and has the following:
• Free transferability of shares
• A perpetual existence
• Centralized management
• Limited liability of its shareholders to the extent of their capital contribution
o The articles of incorporation define the purpose of a corporation
• General purpose clause permits any activity permitted by law
• Limited purpose sets forth activities corporation can engage in
o Corporation types
• Domestic in the state of formation
• Foreign in states other than the one in which it is incorporated
• Alien if incorporated in another country
o Financing the corporation by stocks and debt securities
• Common stock represents the residual value of the corporation
• Preferred stock is security that has preferences and rights over common stock
• Debt securities create a debtor–creditor relationship where money is borrowed by the corporation
• Debt instruments are debentures, bonds, and notes
o Dissolution of the corporation
• Voluntary dissolution can occur where no shares have been issued.
• Administrative dissolution is ordered by the secretary of state for failure to follow administrative procedures.
• Limited liability companies and limited liability partnerships
o Limited liability company (LLC): formed under the Uniform Limited Liability Company Act
o Formation of an LLC: articles of organization must contain name, address, duration and management
o Limited liability of members on debts and obligations to the extent of their capital contribution
o Management of the LLC
• Member-managed shares rights equally among members to manage company
• Manager-managed LLC designates management in their articles of organization
o Dissolution of LLC occurs when a member withdraws or where the operating agreement eliminates a member’s ability to withdraw
o Limited liability partnership is created where all partners are limited and is formed by filing articles of limited liability partnership
• Franchises and special forms of business
o Franchise exists where the franchisor licenses the franchisee the trade name and other intellectual property for use to operate the business
o Types of franchises are the following:
• Distributorship franchise
• Processing plant franchise
• Chain-style franchise
• Area franchise
o Termination of a franchise occurs by breach of the franchise agreement
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