Lecture Vocabulary

Sole Proprietorship:
- Not a separate legal entity.
- The person is the business; there's no distinction.
- Can begin operating without a separate business organization.
- Obtaining additional business capital is limited to personal funds or borrowing funds. Investors typically do not invest in sole proprietorships due to everything being at risk.
- Taxed as a sole proprietorship; an LLC with one member is automatically taxed as a sole proprietorship but can elect to be treated as a corporation.
Partnership:
- Governed by contract law, federal franchise rule, and applicable state law.
- Requires two or more people operating together for profit with the intent to share profits.
- Acting in good faith is not an essential element, although fiduciary duties exist.

Standard of Proof:
- Probable Cause:
  - A substantial likelihood that a crime was committed or may have been committed.
  - Required to arrest someone.
- Preponderance of the Evidence:
  - More likely than not; used in civil law with the concept of a scale tipping in one direction.
- Beyond a Reasonable Doubt:
  - Required to obtain a conviction in criminal court.
  - Prosecutors must prove every single essential element of the offense.
  - A very high standard, but does not mean 100% certainty; it means no reason to doubt.
RICO (Racketeer Influenced and Corrupt Organizations Act):
- Targets criminal enterprises rather than necessarily precluding the underlying offenses.
- A tool to attack white-collar crime.

Code of Conduct/Private Policy:
- Company policies that are not laws but are binding, and employees are required to follow them.
Fiduciary Duties:
- Duties of Care
  - Duty of Good Faith
  - Duty of Loyalty
  - If a mistake or an honest error is made, there will be no liability for breaching a fiduciary duty, unless there is fraud, negligence, or gross negligence (not simple negligence).
Jurisdiction:
- Each court's power to apply the law in a specific geographic area.

Closed Corporation Practices:
- Requiring more than a majority of directors to approve any action.
- Prevents a majority shareholder from dominating management in the operation of a closed corporation.
- In closely held corporations, a different threshold for voting is required.
Corporate Structure:
- Shareholders own the corporation.
- Shareholders elect the Board of Directors.
- Board of Directors manages the corporation.
- Directors hire officers (e.g., president, vice president, secretary, treasurer) to help with day-to-day responsibilities.
- Managers oversee operations in an LLC.

Federal Employment Laws: Apply only to employee-employer relationships, not to independent contractors.
Family and Medical Leave Act (FMLA):
- Applies to companies with 50 or more employees.
- Eligible employees are entitled to time off for family or medical issues (e.g., caring for a newly foster or adopted child, inability to perform essential job functions due to health conditions).
- The employee's job is protected; they cannot be fired for taking leave under FMLA.
Employment at Will:
- Employees can be fired or quit for no reason, a good reason, or a bad reason.
- Exceptions based on public policy allow employees to sue for wrongful discharge.
- Whistleblower protection.
- Cannot discriminate.
Fair labor Standards Act:
- Prevents 17-year-olds from working in hazardous occupation

Fraudulent Misrepresentation:
- Allows a buyer to sue a seller if they buy a material item based on a false statement that the buyer relies upon to make the purchase.
- Example: Pipes of a house are damaged, and the seller says it's great in order to sell the house.
Trespass to Land:
- Occurs when a person causes water to back up onto the property of another without permission.
Defamation:
- Making statements injuring another's reputation.
- Slander is spoken defamation.
Good Samaritan Statutes:
- Protect physicians and medical personnel in emergency situations from liability if they harm someone while helping.
- Intended to encourage people to help others in need.
Negligence:
- Comparative negligence: A type of defense is used when the person suing is also at fault

Due Care:
- A standard that shows the care and consideration exercised when selecting materials when inspecting materials or assembling the product.
Duty of Care:
- A duty that one party owes to another in special relationships, like parent-child, teacher-student, police officer-community member, or doctor-patient.
Strict Liability:
- In a strict product liability case, if it's proven, then the liability is assigned.
Product Defect Types:
- Design defect
- Manufacturing defect
- Inadequate warning

Trade Secrets:
- Pricing information, customer lists, and marketing techniques.
- The most well known with respect to businesses.

Exclusionary Rule:
- If evidence is "fruit of the poisonous tree," it will be excluded from trial.