BUSN 85 Final - Dana

Commercial Disparagement ("Trade Libel"): An intentional tort that protects a business's economic interests rather than personal reputation by penalizing false statements about products or services that cause financial loss.

Fraud (Intentional Misrepresentation): An intentional deception of another party to induce reliance and cause financial harm, which requires proving misrepresentation, scienter, intent, justifiable reliance, and damages.

Communications Decency Act (CDA) / Section 230: A federal statute that protects online platforms from tort liability by declaring that they are not the publishers of user-generated content.

Consumer Review Fairness Act (CRFA): A federal law that protects consumers' rights to post honest reviews by making non-disparagement "gag clauses" in consumer contracts illegal.

Agency: A fiduciary relationship that results from the mutual manifestation of consent where one person (the agent) agrees to act on behalf of and subject to the control of another (the principal).

Employee: A worker who is paid for labor and is subject to the physical conduct and operational control of their employer.

Independent Contractor: A worker hired by an employer to do a specific job who is not controlled with respect to physical conduct or the details of work performance.

The ABC Test: The general rule under California Assembly Bill 5 used to classify independent contractors by proving the worker is free from control, performs work outside the company's usual business, and has an independent trade.

Express Authority: Authority that is clearly and explicitly granted by a principal to an agent through spoken or written words.

Implied Authority: Authority not explicitly stated but reasonably necessary to carry out express authority, inferred from roles or industry custom.

Apparent Authority: Authority that arises when a principal's words or conduct lead a reasonable third party to believe an agent has authorization, which cannot be defeated by private limitations.

Authority by Ratification: Occurs when a person acts without authority but the principal later retroactively affirms the transaction or accepts its benefits.

Respondeat Superior: A legal doctrine establishing that an employer is vicariously liable for torts committed by an employee within the scope of their employment.

Nonpossessory Interests: Limited rights to use or benefit from real property owned by another without holding possession, including easements, profits, and licenses.

Deed: A written instrument used to convey title of real property from a grantor to a grantee, which is legally effective upon delivery and acceptance.

Recording: The act of filing a deed with the county recorder's office to protect ownership and establish priority against future conflicting claims, though not technically required to transfer title between parties.

Patent: A federal property protection given to new, useful, and non-obvious inventions that grants temporary exclusive rights for 20 years from the filing date for utility patents.

Copyright: A legal protection for original, creative works of authorship fixed in a tangible medium that covers the expression of an idea rather than the idea itself.

Fair Use Doctrine: A legal limitation on copyrights that allows the unauthorized use of protected material for purposes such as education, commentary, news, or parody.

Trade Secrets: Confidential business information holding independent economic value from not being publicly known that can last indefinitely if reasonable measures are taken to maintain secrecy.

Trademark: A distinctive identifier such as a word, logo, or design used to distinguish the source of goods or services and prevent consumer confusion.

Generic: A common name for a product or service category that cannot be trademarked under any circumstances.

Descriptive: A mark that directly describes a product's characteristics and can only be trademarked if it acquires a secondary meaning.

Genericide: The legal process where a trademark loses its protection because the brand name becomes the common generic term used by the public for that type of product.

Limited Liability: A legal protection for business owners where personal assets are shielded from company creditors and financial risk is limited to the amount invested.

Unlimited Liability: A financial risk structure where owners are personally responsible for all business debts, allowing creditors to reach both business and personal assets.

Pass-Through Taxation: A tax structure where business profits and losses flow directly to the owners' individual tax returns, avoiding federal income tax at the entity level.

Double Taxation: A tax structure where a corporation pays income tax on its profits at the entity level, and shareholders are taxed again when those profits are distributed as dividends.

General Partnership (GP): A default business form created automatically by the conduct of two or more co-owners who share management, profits, and joint and several unlimited liability.

Limited Liability Company (LLC): A business entity owned by members governed by an operating agreement that combines flexible management with limited liability protection.

Corporation: A formal business entity owned by shareholders who elect a board of directors to set policy and appoint officers to manage daily operations under governing bylaws.

C Corporation: A default corporation status that allows an unlimited number of shareholders and public trading but is subject to double taxation.

S Corporation: A regular corporation that elects pass-through taxation status with the IRS, limited to 100 eligible shareholders and one class of stock.

Piercing the Corporate Veil: An exceptional judicial remedy where courts disregard limited liability to hold shareholders or members personally liable for company debts due to asset commingling, undercapitalization, or fraud.