Force Majeure Clause

Escape clause in a contract stating that if certain extreme events happen, the party is not liable for non-performance.

Act of State Doctrine

U.S. courts won't sit in judgment of the public acts of a foreign sovereign done on its own territory.

Foreign Corrupt Practices Act (FCPA)

Anti-bribery law for American companies prohibiting bribing foreign government officials to obtain contracts.

Foreign Sovereign Immunities Act (FSIA)

Basic rule that foreign countries are immune from suit in U.S. courts, with certain exceptions.

Sovereign Immunity

Legal doctrine that prevents foreign countries from being sued in U.S. courts.

OPIC / U.S. International Development Finance Corporation (DFC)

Political risk insurance backed by the U.S. government for assets confiscated by foreign governments.

Expropriation

Government takes private property with compensation, similar to eminent domain.

Confiscation

Government takes property without fair compensation, akin to theft.

Comity

Recognition of each other's laws and judgments by countries or states out of respect.

CISG (Convention on Contracts for the International Sale of Goods)

International treaty governing the sale of goods between businesses in different countries.

Sole Proprietorship

Business owned by one person, easy to form, with unlimited personal liability.

General Partnership

Business formed by two or more individuals, with pass-through taxation and shared liability for negligence.

Limited Partnership (LP)

Business structure with at least one general partner managing the business and limited partners with liability only up to their investment.

LLP (Limited Liability Partnership)

Partnership where partners are not liable for each other's negligence, suitable for professionals.

LLC (Limited Liability Company)

Business structure with members who typically are not personally liable for company debts.

Corporation

Separate legal entity that can sue, be sued, and has perpetual existence.

Corporate Veil

Legal shield protecting shareholders from personal liability for corporate debts.

Piercing the Corporate Veil

Legal action allowing creditors to go after shareholders personally under certain conditions.

Corporate Opportunity Doctrine

Fiduciary duty of officers/directors not to take business opportunities for themselves that belong to the corporation.

Business Judgment Rule

Legal principle protecting officers/directors from liability for decisions made in good faith and with reasonable care.

Deceptive Advertising

Advertising that misleads consumers, judged by whether a reasonable consumer would be deceived.

FTC (Federal Trade Commission)

U.S. agency that enforces laws against deceptive advertising practices.

NC Identity Theft Protection Act

Law requiring businesses operating in North Carolina to adhere to identity theft protection standards.

NC Identity Theft Protection Act Requirements

Requires businesses to keep personal info secure, train employees, notify about data breaches.

NC Identity Theft Violations

Violations can bring Chapter 75 treble damages (x3).

NC Cooling Off Period

For certain door-to-door sales, consumers get 3 days to cancel.

Landowner Liability: Trespasser

Minimal duty (don't intentionally injure).

Landowner Liability: Licensee

Social guest; warn of known hidden dangers.

Landowner Liability: Invitee

Business visitor; highest duty: inspect, discover hazards, fix or warn.

Banana Peel Example

Jury must decide how long it was on the floor to determine liability.

Attractive Nuisance

For child trespassers and artificial conditions like pools, trampolines, etc.

Attractive Nuisance Elements

Owner knows kids frequent the area, kids are too young to appreciate danger, owner fails to take reasonable steps.

Negligence Elements

Duty, Breach, Causation, Damages.

Contributory Negligence in NC

If plaintiff is even a little at fault, they get nothing.

Social Host Liability

Host can be liable for negligence if they let a visibly drunk person drive.

Dram Shop Liability

Liability for bars/bartenders who serve visibly intoxicated people who later cause harm.

CERCLA / Superfund

Law that cleans up hazardous waste sites with strict liability.

Hazardous Waste Inspection Clause

Protects buyers by nullifying contracts if hazardous waste is found.

Sherman Act

Criminal law addressing unreasonable restraints of trade and monopolization.

Per Se Violations

Always illegal, includes price fixing, dividing territories, group boycotting.

Clayton Act

Covers other anticompetitive practices like tying arrangements and exclusive dealing.

Robinson-Patman Act

Prohibits certain price discrimination to squeeze out competition.

FTC

Federal agency that catches unfair/deceptive practices.

Covenants Not to Compete

Must be in writing, reasonable in time, geographic scope, and relation to business.

1933 Act

Applies when a company is offering/selling securities to the public, requires registration statement with SEC.

1934 Act

Applies to companies with ~$10 million in assets and 500+ shareholders, covers ongoing reporting.

Insider Trading

Insiders cannot trade on material, nonpublic information or tip others.

Sarbanes-Oxley (SOX)

Amends the 1934 Act to create oversight board and protect whistleblowers.

Definition of a Security

Investment of money in a common enterprise with expectation of profit from the efforts of others.