final exam- ch.15, ch.22,ch.5, ch.11

What is a lien?

A claim that a creditor has on a piece of property that must be satisfied before the property can be sold or claimed by other creditors

What are the three types of liens?

1. Mechanics’ Liens

2. Artisans’ Liens

3. Judicial Liens

Mechanics' Liens

for labor/material provided to real property

Artisans' Liens

for labor/material provided to personal property

Judicial Liens

when winning party in lawsuit has sheriff seize/sell debtor's property

What is garnishment?

When a debtor's property (especially wages) in possession of a third party is seized and proceeds are delivered to the creditor

What is a mortgage?

A written document that gives a creditor rights to real property if loan payments are not met

Where are bankruptcy cases handled?

All bankruptcy cases are handled in federal courts, under the terms of the U.S. Constitution

What happens after filing a bankruptcy petition?

1. Order of Relief is mailed to creditors

2. Estate is turned over to a Trustee selected by Bankruptcy Court

3. Trustee converts holdings to cash and distributes to creditors

How did the Court of Appeal rule in Picerne Construction Corp. v. Villas regarding the mechanic’s lien filing?

The court held that Picerne timely recorded its lien because the 90-day period began upon actual completion, not the issuance of occupancy certificates.

What are the statutory conditions for "completion" under California Civil Code §8180?

(1) Actual completion, (2) occupation/use with cessation of labor, (3) cessation of labor for 60 days, or (4) recording a notice of cessation after 30 days of no labor.

Why did the court overrule In re Showplace in the Picerne case?

Because In re Showplace incorrectly held that "substantial completion" triggered the lien period, contrary to the actual statute.

What misconduct was Joe F. Anderson accused of in In re Anderson?

Unlawfully imprisoning Vena Belle Israel to coerce her into endorsing an insurance check.

What was the South Carolina Supreme Court’s holding in In re Anderson?

Anderson was guilty of professional misconduct and was indefinitely suspended from practicing law.

What procedural history influenced the disciplinary ruling in In re Anderson?

A prior federal indictment for civil rights violations and a plea of nolo contendere.

What was at issue in In re Cummings regarding bankruptcy discharge?

Whether the debtors fraudulently concealed assets (First Beacon Management Co.) in bankruptcy proceedings.

Why did the bankruptcy court deny discharge in In re Cummings?

It found the debtors' testimony "not credible" and believed there was sufficient evidence of fraudulent intent.

What did the National Labor Relations Act (1935) establish?

• Right to form unions

• Right to collective bargaining

• Right to strike

• Established the NLRB

What power did the Taft-Hartley Act (1947) give the President?

The President can delay a strike by 80 days if it affects national health or safety

What are the steps to form a union?

1. Organizers get 30% of workers to sign union authorization card

2. NLRB oversees election to approve union formation

What are the possible outcomes if collective bargaining fails?

• Union strike

• Management lockout

• Continue work under old agreement while negotiations continue

What is the key limitation of employee committees in non-union plants?

They cannot negotiate (e.g., for wages) with management

SEIU v. NUHW (2013) - Central Issue

Whether NUHW unlawfully interfered with SEIU’s existing representation of healthcare workers during a decertification campaign.

SEIU v. NUHW (2013) - Background Facts

After SEIU imposed a trusteeship, ousted leaders formed NUHW and sought to decertify SEIU from representing workers.

SEIU v. NUHW (2013) - NLRB Ruling

NLRB ruled NUHW engaged in unfair labor practices, upholding SEIU's representation rights.

SEIU v. NUHW (2013) - Key Takeaway

Shows limits on internal union opposition and protections for established union certifications.

Contemporary Cars v. NLRB (2016) - Central Issue

Whether the employer violated workers’ rights by disciplining them for discussing union matters during breaks.

Contemporary Cars v. NLRB (2016) - Employer Conduct

Employer disciplined workers for union discussions during non-work time.

Contemporary Cars v. NLRB (2016) - NLRB Ruling

NLRB ruled in favor of employees, affirming Section 7 rights to union discussion during breaks.

Contemporary Cars v. NLRB (2016) - Key Takeaway

Employers cannot prohibit union talk during breaks — employees’ Section 7 rights are protected.

Staffing Network Holdings v. NLRB (2016) - Central Issue

Whether the employer unlawfully refused to bargain with a union after a valid election.

Staffing Network Holdings v. NLRB (2016) - What Happened

Employer failed to recognize and bargain with the certified union post-election.

Staffing Network Holdings v. NLRB (2016) - NLRB Ruling

NLRB ordered the employer to recognize and bargain with the union.

Staffing Network Holdings v. NLRB (2016) - Key Takeaway

Union election results must be respected — employers can't delay or avoid bargaining.

What are the two requirements for something to be considered "goods" under the UCC?

Items must be:\n1. Tangible (can be touched)\n2. Movable (excludes real estate, buildings, land)

What is the UCC's definition of a sale?

Transfer of title from seller to buyer for a price

What is a merchant under the UCC?

An expert/professional dealer in specific types of goods

What happens in 50/50 merchant vs non-merchant disputes?

Judge must rule in favor of non-merchant (applies to procedural rulings, not final verdict)

What are the requirements for a consumer lease?

- Lessor regularly engages in leasing\n- Goods for personal/family/household use\n- Total lease payments under $25,000\n- Special protection: 50/50 court decisions favor consumer

How does a finance lease work?

1. Company selects goods but doesn't purchase\n2. Bank buys goods at company's request\n3. Bank leases goods back to company\n4. Company assumes liability and maintenance

Which contracts must be in writing under the UCC?

- Sale of goods worth over $500\n- Lease payments exceeding $1,500\n- All real estate contracts

What are the three main types of warranties under UCC?

1. Warranty of Title (seller has right to sell)\n2. Implied Warranty of Merchantability (fit for ordinary purpose)\n3. Warranty of Fitness for Particular Purpose (suitable for buyer's specific intended use)

What was the main problem that led to the creation of the UCC?

Different business laws in each state created uncertainty for interstate commerce

What are the two main types of contracts covered by the UCC?

1. Contracts for sale of goods 2. Contracts for lease of goods

Securities Exchange Act of 1933

Required companies to provide potential investors with a prospectus that details both positive and negative factors about the company

Securities Exchange Act of 1934

Required publicly traded companies to file annual Form 10-K, quarterly Form 10-Q, and as-needed Form 8-K reports with detailed company information

SEC Rule 10b-5

A regulation that carries serious penalties, including imprisonment, for failing to report truthfully in required SEC forms

Material Information

Information that would be important to an investor in making an investment decision

Non-public Information

Information that has not been disclosed to the press and general public

Insider Trading Restriction

No one with material, non-public information may trade company stock until that information becomes public

Corporate Insiders

Usually the 10-15 most important executives in a company who must report when they buy or sell company stock

Executive Compensation Strategy

Directors and officers are sometimes paid in corporate stock to align their interests with shareholders

Historical Context

Many corporate governance laws were established during the Great Depression in the 1930s

1989 SEC Change

The SEC completely revised insider reporting laws, making them more complex and difficult to comply with