Mgmt 108 Midterm - UCLA Spring 2026 - 1234

Precedent

a past court decision or legal ruling that establishes a rule or principle for deciding subsequent cases with similar facts or legal issues

Activist Court

Court that makes decisions that forge new ground and establish precedent that often result in some form of legislative action; renders decisions based on factors beyond precedence such as changes in public policy/public opinion

Citizens United v. Federal Election Commission (FEC)

- Example of an activist conservative court case

- ruled that the 1st Amendment prevents limits on independent political expenditures by corporations

United Steelworkers v. Weber

- ruled that the Title 7 of the Civil Rights Act of 1964 (preventing racial discrimination) does not prohibit voluntary affirmative action programs within companies

- Example of an activist liberal court case

Π

symbol for "plaintiff"

Δ

symbol for "defendant"

K

Contract

damages

money ordered by a court to be paid for injuries or losses suffered

question of fact

a question about the truth or falsity of an assertion; decided on by the trial court

question of law

an issue concerning the interpretation or application of a law; decided on by the appellate court

Affirm

To declare that a court ruling is valid and must stand

Kaycee Land and Livestock v. Flahive

- A court may disregard the LLC entity in the same manner as piercing the corporate veil, thereby imposing personal liability on the managing member of the LLC

- Courts will disregard the separate corporate entity, imposing personal liability on the shareholders, when there has been an abuse of the corporate entity

- 1st case representing the analysis of a corporation v. an LLC

Specifics:

- Kaycee sued managing member of an oil & gas company for environmental contamination to its property after being permitted to use the surface of the land to exercise mineral rights

- discovery indicated Flahive had no assets at the time of litigation (inadequate capitalization)

- trial court issued the case to the Wyoming Supreme Court before issuing a judgement

Remand

to send a case back to a lower court to be tried again

electoral college

- the body of electors who formally elect the United States president and vice-president

- each state is allocated a number of electors equal to its total number of representatives and senators (fewest votes a state can have is 3)

- every state has at least 1 representative (# based on population) and 2 senators

- Constitution written this way to recognize rural states

- CA is underrepresented

Sole Proprietorship

- a business owned and managed by a single individual

- most common form of business organization

Benefit/Burden of Sole Proprietorship

Benefit: control over everything

Burden: unlimited liability

Wyoming

1st state to recognize LLCs in the early 1970s; related to Kaycee Land and Livestock v. Flahive

discovery

A method by which the opposing parties obtain information from each other to prepare for trial (ex. interrogatories & depositions)

piercing the corporate veil

The action of a court to disregard the corporate entity and hold the shareholders personally liable for corporate debts and obligations (often due to inadequate capitalization)

Remand

to send a case back to a lower court to be tried again

Reverse

To annul or make void a court ruling on account of some error or irregularity

Types of Intellectual Property

1. patent

2. copyright

3. trade secrets

Trademark Infringement

the unauthorized use or imitation of another's trademark

Dilution

a doctrine that protects a trademark from infringement by another party even when there is no competition or likelihood of confusion, such as when products are dissimilar

Injunction

An order which legally prevents someone from doing something

irreparable injury

a wrong of a repeated and continuing nature for which damages are difficult to estimate

likelihood of confusion

- occurs when a substantial number of ordinarily prudent purchasers are likely to be misled or confused as to the source of a product

- the hallmark of trademark infringement

- always results in an injunction

- irreparable harm is presumed

Federal Express Corp. v. Federal Espresso, Inc.

- To receive a preliminary injunction, a party must show likelihood of confusion where irreparable harm would be presumed (mild confusion is not enough)

- No dilution; products are completely dissimilar

- Trial court decision affirmed b/c there is no infringement

Important words: Dilution, copyright infringement, preliminary injunction, blurring, irreparable injury, likelihood of confusion

Specifics:

- global shipping & delivery company sued local upstate NY mom & pop shop for copyright infringement, requested an injunction (denied - no infringement)

- FedEx appeals, appellate court confirms

Coopers & Lybrand v. Fox

- Generally, a promoter has unlimited personal liability for pre-incorporation contracts until the legal person is formed (one cannot act as an agent of a nonexistent principal)

- A promoter cannot avoid obligation for pre-incorporation contracts unless theres is an agreement releasing the promoter from liability

- Example of a case that is reversed based on an error of law at the trial court

Specifics:

- Fox requested accounting services from Coopers & Lybrand on behalf of a corporation he was in the process of forming

- when neither Fox not the corporation paid the bill, Coopers sued Fox individually on a theory of promoter liability

- state trial court held that Fox had no personal liability and Coopers appealed (holding reversed)

promoter

someone who brings about the creation of an artificial legal person

Civil burden of proof

preponderance of the evidence (more likely than not)

Criminal burden of proof

beyond a reasonable doubt

benefit/burden tradeoff for business organizations

benefit of limited liability; burden of limited control

common law partnership

a business partner will have unlimited personal liability for the acts of their partner committed in the scope of the partnership even if they were not present

long arm statute

a court can exercise personal jurisdiction over certain out-of-state defendants based on activities that took place within the state

Cross Over Issues

legal problems that occur when a single transaction/dispute triggers rules from multiple, distinct areas of law simultaneously

Kaycee Land and Livestock v. Flahive Cross Over Issues

Primary: whether by analogy an LLC will be treated like a corporation in the context of piercing the corporate veil

Secondary: procedure; this is a case of first impression for the Wyoming Supreme Court

Bad Frog Brewery, Inc. v. New York State Liquor Authority Cross Over Issues

Primary: commercial free speech (1st Amendment)

Secondary: federal jurisdiction; injunctive relief

Heart of Atlanta Motel v. United States Cross Over Issues

Primary: commerce clause - empowers Congress to regulate commerce within the US, foreign, and Native

Secondary: Title VII; federal jurisdiction

Daniell v. Ford Motor Company Cross Over Issues

Primary: product liability in Tort

Secondary: Summary Judgement

Kmart v. Perdue Cross Over Issues

Primary: false imprisonment

Secondary: Summary Jusgement

Jones v. Clinton Cross Over Issues

Primary: elements of sexual harassment

Secondary: Summary Judgement

Summary Judgement

A decision made by a court in a lawsuit in response to a motion that pleads there is no basis for a trial (motion more commonly filed be defendant)

Reasonable

acting in a way that is justifiable at the time

Foreseeable

able to be predicted or anticipated

Common Law

A legal system based on custom and court rulings

stare decisis

decisions are based on precedents from previous cases

precedent

a court decisions that furnishes an example or authority for deciding subsequent cases involving identical or similar facts

Jurisdiction

the power of a court to render a verdict that affects the party

statutory construction

the judicial interpretation of an act of Congress

Procedural Law

Law that establishes the methods of enforcing the rights established by substantive law; deals with the rules and processes of enforcing law

ex) discrimination in the workplace -- typically must file a complaint, wait for a response, then take to a higher level (possibly)

ex) complaints about a grade -- start with department then work your way up

Statute of Limitations

a law that restricts the period of time within which an action may be brought to court

Substantive Law

Law that defines, describes, regulates, and creates legal rights and obligations

Dan Miller's Kobe Bryant Case

- Dan's firm represented the county, handling the defense against Vanessa Bryant for leakage of photos of the remains from the accident by firefighters and police officers

- Did not win, but damages obtained were lower than expected

- Vanessa Bryant was an attractive plaintiff (a plaintiff that the jury likes)

Dan Miller's Noncompete Partnership Contract Case

- Dan's father left his old firm due to the managing partner being indicted for wiretapping

- his contract stated that if he left and competed, he gets nothing

- his old firm was mad he left and sued him for breach of contract

- Dan represented his dad in arbitration and won; argued he felt ethically compelled to leave b/c he did not want to work w/ those engaging in illegal conduct, so it would be unethical to enforce the contract (unclean hands)

- Firm had to pay all the money they owed his dad, including retirement

unclean hands

you can't have criminal conducts/unethical behavior and be successful in litigation

Dan Miller's Age Discrimination and Spoliation of Evidence Case

- law firm had one partner in particular that insulted Dan's client; also had a history of harassing many other employees

- referred openly to client as a "doddering old fool" and called him "senile"

- before arbitration, one witness sent Dan a 30-page affidavit detailing all remarks and instances of discrimination/harassment by the partner

- this info was not shared by the other side during discovery

spoliation of evidence

the act of destroying or hiding evidence adverse to the party; results in unclean hands

ex) Goodyear destroyed a bad tire so no one could test it

Dan Miller's 9/11 Case

- pro bono case where a family lost their 25 year-old son who had only been working for 3 years during 9/11

- Victims compensation fund: the family of the victim would be given an average of 3 years of earnings if the family agreed not to sue the airline or the port authority

- the formula to calculate the son's pay did not accurately reflect the son's earning capacity over a lifetime; he had a much higher earning potential

- he had an economist prepare a model of what the son's earnings could have looked like

- son's supervisor brought in as a witness

- judge agreed with Dan and the son's family and were awarded a much higher amount than the formula presribed

Dan Miller's Toyota Case

- Franchisee sued Toyota for treating him unfairly

- there were personal and economic reasons that they were not giving him a fair allocation of cars

- Toyota hired 3 law firms

- won $16M jury verdict

Dan Miller's Nissan Case

- $250M jury verdict

- car dealer/franchisee worked his way up to having 8-10 dealerships during the 2008 financial crisis

- Nissan promised they would carry him through and support him while simultaneously plotting to take his dealerships from him (fraud concealment)

- he was in default, so they were legally allowed to take them

- questions of acting in good faith to the franchisee; unclean hands

Dan Miller's SD Police Case

- police officer caught on video pulling up to a pedestrian and shooting him through the heart

- officer claimed the victim had a knife, but video evidence showed otherwise

- original trial court threw out the case (summary judgement)

- appealed to the 9th Circuit and won, arguing summary judgement was inapplicable b/c of the video (watching the video creates an issue of fact)

- new judge held for the plaintiff; city decided to settle instead of going to trial

Possible Minnesota Case (current situation)

- woman shot and killed by ICE driving her car

- video evidence shows multiple angles of the incident

- agents surrounded her car as she tried to drive away

- dispute: was she driving off or into the agents?

- video does not support ICE's argument of self-defense and that she was using the vehicle as a weapon

- criminal side could be pardoned under federal law by Trump

- lawsuit would be the civil case

courts of equity

A court that decides controversies and administers justice according to the rules, principles, and precedents of equity

Remedies in Equity

specific performance, injunction, rescission

specific performance

Court order to fulfill contractual obligations (not just paying money); used when monetary damages are insufficient

Beckman v. Vassall-Dillworth Lincoln-Mercury

- specific performance is a proper remedy when the subject matter of an agreement is an asset that is unique or one such that its equivalent cannot be purchased on the open market

Specifics:

- plaintiff entered into a contract with a car dealership to buy a car for a certain price, but 4 weeks later, the dealership claimed the purchase order agreement was lost and no car was ordered

- seller offered same car at a higher price

- plaintiff sued for specific performance (incorrect damages to seek as a current model car is not unique)

- correct damages would have been the difference b/w the original order price and the price he paid

Adequate Relief

a standard used by courts to determine if a legal solution is sufficient to fix a problem or if more drastic measures are required

Coca-Cola Co. v. Koke Co.

example of a case where there is likelihood of confusion which could cause foreseeable harm (thus and injunction would be justified)

restraining order

the first step to a permanent injunction

Hasbro, Inc. v. Internet Entertainment Group Ltd.

Facts: Hasbro owned and trademarked the popular board game Candy Land. internet Entertainment Group setup a website domain, candyland.com, that showed explicit sexual content. When people typed candyland into their search bar, the website showed up. Hasbro filed suit against Internet Entertainment Group on grounds of trademark dilution and sought a permanent injunction to prevent Defendant from using Candy Land trademark.

Ruling: Hasbro has shown that the Defendant's use of Candy Land has diluted the value of Hasbro's Candy Land by using the trademark to identify a sexually explicit site. The use of the trademark is causing irreparable injury to Hasbro. Probable harms to Hasbro outweigh inconvenience to Defendant. Court granted Hasbro a permanent injunction agreeing that the Defendant's use of Candy Land was causing irreparable injuries to Hasbro.

Key Terms: Irreparable injuries, Permanent injunction, trademark, and dilution.

Recission

the legal cancellation or "undoing" of a contract, treating it as if it never existed, with the goal of returning all parties to their pre-contractual positions

equitable maxims

general propositions or principles of law that have to do with fairness

Yes

Can the same act be a cause for both criminal prosecution and civil liability?

Criminal: your competitor burns down your warehouse (arson)

Civil: you can sue them for business losses

Example where the same act is a cause for both criminal prosecution and civil liability

the government ("The People" or "The State")

Who is the plaintiff in criminal law cases?

Statutory Law

The body of law enacted by legislative bodies (as opposed to constitutional law, administrative law, or case law)

federal law

Who prevails when there are differences b/w state and federal law?

uniform law

model statutes for states to consider adopting or rejecting; relevant when dealing with contracts

Article II of the UCC

governs contracts for the sale of goods (tangible, movable personal property)

Louisiana

Which state is the most different from other states when dealing with commercial transactions?

cyber law

law that is intended to govern the use of computers in e-commerce and the Internet (NOT a separate branch of law, but an application of the internet to common law concepts)

corporate social responsibility (CSR)

The concept that corporations can and should act ethically and be accountable to society for their actions

stakeholders

the people whose interests are affected by an organization's activities

intangible stakeholders

the environment, future generations

tangible stakeholders

employees, customers, creditors, suppliers, and the community in which the company operates

shareholders/stockholders

the most important shareolders

maximize shareholder profit within the constraint of the law

What did the Chicago School of Economic Theory's Milton Friedman say was the "sole purpose of management of the corporation?"

balancing priorities b/w different stakeholder parties

the focus of CSR (corporate social responsibility)

reasonable expectation of privacy

the objective standard developed by courts for determining whether a government intrusion into an individual's person or property constitutes a search because it interferes with the individual's interests that are normally protected from government examination

No

If you post something on social media, do you have a reasonable expectation of privacy?

Smith v. Pillsbury Co.

- there is no reasonable expectation of privacy in e-mail communications voluntarily made by an employee to his supervisor over the company e-mail system, notwithstanding any assurances that such communications would not be intercepted by management

- plaintiff voluntarily communicated the alleged unprofessional comments over the company e-mail system

Specifics:

- company fired plaintiff for what it deemed to be inappropriate and unprofessional comments over e-mail systems

- plaintiff sued for wrongful discharge

- defendant moved to dismiss for failure to state a claim upon which relief could be granted

- the company's interest in preventing inappropriate and unprofessional comments or even illegal activities over its e-mail system outweighs any privacy interest the employee may have in those comments

- case dismissed

Chelsea Chaney v. Fayette County Public School District

- In establishing a reasonable expectation of privacy, a person must show that he/she had a subjective expectation of privacy and must show a willingness of society to recognize that expectation as legitimate

- Supreme Court has held that a person has no legitimate expectation of privacy in information he/she voluntarily turns over to third parties

- When an individual shares a photograph with his/her friend on social media, that individual has no justifiable expectation that his/her "friends" would keep their profile safe

Specifics:

- 17 year-old sued school district for "violating her constitutional right to privacy under the 4th Amendment" by using a picture of her in a bikini for a PowerPoint slideshow with the purpose of illustrating the permanent and often embarrassing nature of social media postings

- District filed a motion to dismiss (granted)

- Chaney not only turned over the picture to her Facebook friends, but their friends too, thus surrendering any expectation of privacy

U.S. Constitution

Supreme law of the land

express powers

powers granted explicitly by whatever granting authority (e.g. oral contract)

implied powers

powers not explicitly stated, but are inferred as necessary to carry out expressed powers

Privileges and Immunities Clause

prevents a state from treating citizens of other states in a discriminatory manner

Full Faith and Credit Clause

ensures that rights established under deeds, wills, contracts, and similar instruments in one state will be honored by other states and that any judicial decision with respect to such property rights will be honored and enforced in all states

Commerce Clause

Gives Congress power to regulate interstate (between) commerce as opposed to intrastate (within one) commerce

Dormant Commerce Clause

restriction on states' authority to pass laws that substantially affect interstate commerce