Force Majeure Clause
Escape clause in a contract stating that if certain extreme events happen, the party is not liable for non-performance.
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| Term | Definition |
|---|---|
| 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. |