F2024 BLAW-300-MB Quiz # 3

A corporation can be held legally responsible for criminal actions committed by its senior officers, provided they acted within their authority, intended to benefit the corporation, and their actions caused death or injury.

A corporation can be found guilty of negligence if its representatives cause harm through unsafe actions, and senior officers significantly neglected their duty to prevent it.

Actions that violate public interest regulations, leading to potential penalties for corporations and individuals.

High-ranking individuals in a corporation who can lead to corporate liability.

Laws that aim to protect employees from workplace injuries/deaths.

Directors can be held responsible for actions that harm the public or company if their actions go above or below the standard to prevent harm.

Corporations can be held accountable for monetary compensation for injuries or harms resulting from their actions.

The shareholders holding more than half of the corporation's shares.

The legal obligation of directors to act in the best interests of the corporation, not personal gain.

Companies share purchasing inventory together.

A rule stating courts won't second-guess reasonable business decisions made by directors in good faith.

Directors must act with the care that a reasonable person would exercise in similar circumstances.

Directors can be held personally responsible in specific situations, not just for corporate actions.

Failure to fulfill a legal duty or obligation, such as a director's duty of care.

Directors can be held personally liable if their actions result in a tort (a civil wrong).

Directors can be personally liable on contracts if they intend to be personally bound or guarantee the contract.

The set of legal rights associated with owning property, including the right to exclude others, use and possess it, and transfer or dispose of it.

A property owner's legal right to prevent others from accessing or interfering with their property.

A property owner's right to physically occupy and utilize their property for their own purposes.

A property owner's right to sell, give away, or otherwise transfer ownership of their property to others.

Restrictions on a property owner's rights, such as when a renter cannot transfer or dispose of the rented property.

The act of entering or interfering with another person's property without permission, violating their right to exclude.

Legal recognition of Indigenous peoples' rights to their traditional lands based on their long-standing occupation and use of the land.

A Supreme Court of Canada case that recognized Aboriginal title to lands in British Columbia based on the Tsilhqot’in Nation's historical use, occupation, and control of the land.

The requirement for a government to have a strong and important reason to infringe on Aboriginal title rights.

The legal question of whether a property owner can prohibit the operation of a drone over their property, as airspace ownership rights are not clearly defined.

A legal right granted to authors of original works, allowing them exclusive control over the use and reproduction of their creations.

The types of works eligible for copyright protection include literary, dramatic, musical, and artistic works.

Copyright does not protect underlying ideas or facts, names, slogans, short phrases, or most titles.

Copyright protection starts automatically when an original work is created and fixed in a tangible form, like on paper, in a file, or a video.

An optional process that provides evidence of ownership and strengthens your legal standing in case of disputes.

To qualify for copyright protection, a work must be original, meaning it comes from the author, and fixed in a tangible medium.

When an employee creates a work within their job scope, the employer usually owns the copyright, not the employee.

Copyright protection generally lasts for the author's lifetime plus 70 years.

A copyright notice typically includes ©, the year of publication, and the name of the copyright owner.

The copyright owner's exclusive right to make copies of their work, either in whole or in part.

Using someone else's copyrighted work without permission, even if it's just a substantial part.

A large enough portion of a copyrighted work to be considered a significant copy, quality matters more than quantity.

Copying the essence of a work, even if not the exact words or images.

An author's legal rights to have their work properly attributed and not be unfairly changed or associated with things they don't agree with.

The combined impact of multiple copied elements, even if each is minor, can still be considered substantial.

Individuals or groups directly involved in the corporation's governance, such as directors, officers, and shareholders.

Individuals or groups interacting with the corporation but without a governance role, like customers, employees, creditors, and the government.

Corporations registered nationally, allowing them to operate in every province.

Corporations registered in a specific province, limited to operating within that province.

Units of ownership in a corporation, representing a portion of equity.

Individuals or entities owning shares in a corporation.

The types, rights, and privileges associated with different classes of shares issued by a corporation.

Directors must make informed decisions, learn about company matters, identify problems, stay updated on finances, and seek professional advice.

A contract where the company agrees to protect directors from personal liability for their actions.

Insurance policy that protects directors and officers from personal financial loss due to lawsuits or claims.

Shareholders have limited responsibility for the corporation's debts and actions.

When the court treats the corporation as if it doesn't exist separately from its shareholders, making them liable.

When a company is used to hide the true facts, making it a 'mere facade' which can lead to piercing the corporate veil.

A case where Texaco's environmental contamination caused long-term harm and Chevron (who acquired Texaco) was ordered to pay billions in damages.

The Yaiguaje v. Chevron case illustrates how a company can be held liable for environmental damage, even if it wasn't directly responsible for the actions.

The corporate veil helps protect shareholders from personal liability, but it can be pierced in cases of fraud or when the company acts as a mere facade.

Actions shareholders can take when dissatisfied with a corporation, including selling shares, exercising dissent and appraisal rights, pursuing derivative actions, or invoking oppression remedies.

The right of shareholders who disagree with a corporation's major changes to have their shares bought by the corporation at a fair price.

A lawsuit filed by a shareholder on behalf of the corporation to enforce a corporate claim.

A statutory remedy available to shareholders and other stakeholders to protect their corporate interests when the corporation's actions have been unfair.

An agreement between all shareholders that limits the powers of the board of directors, ensuring control remains with the shareholders.

Courts use this principle to assess oppression, taking into account practical business circumstances instead of strictly following legal rules.

What people involved in a business reasonably believe they're entitled to based on their relationship and how they conduct business.

A legal case where a shareholder brought an oppression action, highlighting the importance of 'business realities' over strict formalities in applying corporate law.

Conducting business in a casual way, not always adhering to formal legal requirements.

A contract among shareholders that outlines their relationship and rights in a corporation.

A temporary transfer of possession of personal property from one person to another.

The owner of the property who transfers possession in a bailment.

The person who receives possession in a bailment.

A bailee has a duty to care for the property and return it.

A bailment requires voluntary delivery, intention to have custody, and intention for the property to be returned.

Yes, parties can negotiate and alter the common law duties of the bailee through a contract.

Factors include payment, who benefits, property's value, special circumstances, and bailee's expertise.

Bailees are liable for their employees' intentional wrongdoing.

Statutory rules may be imposed on specific types of bailees, like warehouses or innkeepers.

No, bailees are still responsible, even if they delegate it to employees.

Exclusions from patent protection include things protected under other laws (like software under copyright), things not meeting the definition of a patent (like scientific principles), and things deemed un-patentable for policy reasons (like illicit objects or methods of surgical treatment).

The case involved a farmer, Schmeiser, who grew Roundup Ready canola without purchasing seeds from Monsanto. Monsanto sued for patent infringement, claiming ownership of the genes in the modified canola.

Amazon applied for a patent for a system that simplified online ordering, allowing customers to purchase with just one click. This raised questions about whether business methods can be patented.

An invention must be new, useful, and non-obvious to receive a patent. This means it cannot have been previously disclosed, publicly used, or sold, and it must offer a practical benefit or result that wasn't already known.

A patent grants exclusive rights to an inventor for a specific period of time, allowing them to make, use, and sell their invention. This protection is in exchange for disclosing the invention to the public.

Trading securities of a company based on material, non-public information known by someone with access to it (an insider).

A person who receives material information about a company from an insider.

Information that could reasonably be considered important to an investor's decision to buy, sell, or hold securities.

A set of rules requiring companies to regularly disclose important information to the public.

A situation where so much questionable information is released that it's difficult for investors to determine what's reliable.

Indirect proof that suggests the truth of a claim, such as phone records, trading patterns, and dates of trades.

A legal order requiring a person to give back profits they gained unfairly through illegal activities.

A corporation is held responsible for its own actions, even though they're carried out by human agents. This means if the corporation itself, through its decision-makers, commits a wrong, it's liable.

A corporation is held responsible for the wrongful actions of its employees or agents, even if those employees didn't have the direct authority to make decisions. The corporation is liable because the employee acted within the scope of employment or their role.

An individual who holds a senior position within a corporation and has authority to make important decisions regarding the company's direction and policies.

This theory states that a corporation is liable when the person committing the wrong is one of the 'directing minds' within the corporation. Essentially, if senior management makes a decision that leads to a wrong, the corporation is liable.

A corporation can be held liable for a contract if its agent had the authority to enter into the agreement. This authority can be explicit (actual authority) or implied (apparent authority) based on the agent's position and interactions with others.

A pre-existing company that is ready to be used immediately, already incorporated and compliant with legal requirements. Companies can buy them to avoid the time and expense of incorporating a new company.

An agreement made on behalf of a corporation before it is legally registered. This can create legal complexities and potentially lead to personal liability for the individuals involved.

It's best to use a shelf corporation or wait until the corporation is fully incorporated before entering into contracts to avoid potential legal issues and personal liability.

Exclusive legal rights to a specific invention, granted by the government to an inventor for a limited time, in exchange for disclosing the invention to the public.

To be eligible for patent protection, an invention must be new, useful, and unobvious. This means it shouldn't have been previously disclosed, publicly used, or sold, and it must offer a practical benefit not already known.

A formal request submitted to the Canadian Intellectual Property Office (CIPO) seeking patent protection for an invention.

A professional trained in patent law and practices who assists inventors in preparing and filing patent applications.

The numbered, single-sentence descriptions within a patent application that clearly define the specific features and functionalities of the invention, determining the patent holder’s exclusive rights.

The agreement should cover: company management, protecting minority shareholders, controlling shareholder membership, providing share market, capital contributions, and buy-sell arrangements.

Creditors have a stronger claim to a company's assets than shareholders when a company goes bankrupt.

Corporations cannot pay dividends if it jeopardizes their ability to pay debts, and directors owe a duty of care to creditors.

The process of dissolving a corporation, involving legal and administrative steps.

A corporation can be terminated if it fails to file annual reports or meet other reporting requirements.

Courts can order a company to be terminated if necessary to resolve disputes between the corporation and its shareholders.

A corporation can be terminated when it goes bankrupt, meaning it cannot pay its debts.

Shareholders' Agreements aim to establish clear guidelines for the relationship between shareholders and protect their interests within the company. They address potential conflicts and clarify how decisions are made, ensuring a smoother and more predictable business environment.

A series of steps required to legally form a corporation, usually involving submitting documents, paying fees, and complying with specific requirements.

A formal document outlining the basic characteristics of a corporation, including its name, purpose, and share structure.

A search conducted to ensure a proposed company name doesn't conflict with existing business names.

When two businesses have names so close that they could cause confusion among customers or stakeholders.

The legal separation of a corporation from its owners, preventing liability for the shareholders' personal assets.

When a court ignores the legal separation of a corporation, holding shareholders personally liable for corporate debts or actions.

The internal rules outlining the day-to-day operations of a corporation, addressing things like meetings, voting procedures, and the roles of officers.

Raising funds for a corporation by borrowing money from banks, individuals, or government agencies.

Raising funds by selling shares in the company to investors, who become part-owners.

A document that represents a debt owed by the corporation, often secured by the company's assets.

A document that represents a debt owed by the corporation, but it's not secured by any specific assets.

The right to exchange one type of security (like a bond) into another type (like shares) under certain conditions.

A crowdfunding model where funders provide money without expecting any return or reward.

A crowdfunding model where funders lend money to the venture and expect repayment with interest.

A crowdfunding model where funders invest money in exchange for equity (partial ownership) in the venture.

Directors have powers outlined in legislation, such as declaring dividends, calling shareholder meetings, creating bylaws, and issuing shares.

Directors can delegate tasks to officers, but they remain ultimately responsible for the corporation's management.

Public corporations with publicly traded securities must disclose diversity information on their boards and senior management, including women, Indigenous people, visible minorities, and individuals with disabilities.

Instead of quotas, corporate diversity legislation uses a 'comply or explain' approach. Corporations must disclose their diversity policy or explain why they don't have one.

Directors have a fiduciary duty to act honestly, in good faith, and in the best interests of the corporation as a whole.

A contract where a director has a conflict of interest, potentially benefiting personally.

A business opportunity that benefits the corporation, which directors cannot take advantage of for personal gain.

A corporation is liable for a wrong if a 'directing mind' (senior official) made the decision that led to it.

A legal claim where one business misleads consumers into believing their goods or services are associated with another, reputable business. It involves proving: 1) the plaintiff has established goodwill, 2) the defendant's actions cause confusion, and 3) the plaintiff suffers harm.

Canadian law governing trademarks, aiming to protect businesses from unfair competition and ensure consumers aren't misled. It provides legal framework for registering and enforcing trademarks.

Legal protection given to creators of original works, like songs, books, or paintings. It grants the creator exclusive rights to copy, modify, or distribute their work for a specific period.

Goods that are already identified and exist at the time a sales contract is made.

Goods that haven't been identified or set aside for a specific sale yet.

Goods that don't exist yet but will be created or produced in the future.

If a contract is for specific goods already ready to be delivered, ownership goes to the buyer as soon as the contract is made, even if payment or delivery is later.

If the seller has to do something to make the goods ready for delivery, ownership doesn't pass until that's done, and the buyer knows.

If the seller needs to weigh, measure, or figure out the price of the goods, ownership doesn't pass until that's done, and the buyer knows.

When goods are bought 'on approval' or 'sale or return,' ownership goes to the buyer when they accept, or keep the goods without rejecting them.

A shipping document that acts as a contract between the seller and carrier, proving goods were transferred. It also details shipping terms like fees, delivery times, and liability limits.

A seller's right to demand goods be returned from a shipper, if the buyer is insolvent and can't pay.

A contract term where the seller is responsible for insurance and shipping. The purchase price includes the goods, insurance, and shipping costs.

The moment ownership (title) of goods passes from seller to buyer. Possession and ownership can be separate; delivery and payment don't always mean transfer of title.

The condition that the goods sold match the description given by the seller. This ensures that the buyer gets what they were promised.

To successfully exclude implied conditions from a contract, the language used must be explicit, clear, and direct, leaving no room for doubt about the parties' intention.

Pine Valley sued Earthco after their soil failed to meet the specs of the original sample. The court determined that Earthco's contract language wasn't clear enough to exclude the implied condition that the soil would match the sample.

The Convention on the International Sale of Goods (CISG) provides a uniform set of rules for forming contracts for businesses in different countries, simplifying international transactions.

A contract where someone pays a fee to temporarily possess land or personal property.

Permission from the owner of a right to allow someone else to do something only the owner can do.

A legal arrangement where someone holds property for the benefit of another person – the trustee manages it for the beneficiary.

Local rules and regulations that may restrict drone operation, adding to national regulations.

Important topics include company management, minority shareholder protection, who can be a shareholder, how to buy/sell shares, capital contributions, and plans in case of disputes.

The principle that a corporation is responsible for its debts, but shareholders can't avoid paying creditors by stripping the company of assets.

Terminations can happen through winding up (formal dissolution), lapse (neglecting requirements), court orders, or bankruptcy.

Trading securities of a company based on material, non-public information known by someone with access to it (an insider).

A pre-existing, ready-to-use company that's already incorporated and compliant with legal requirements. Companies can buy them to avoid the time and expense of incorporating a new company.