CPA Regulation Excel Notes

7/27/2019 CPA Regulation Excel Notes

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Business Law and Professional Responsiblities

I. Professional Responsiblilities (15%)

A Code of Conduct and Other Responsibilities

1 Code of Professional Conduct

2 Proficiency, Independence, and Due Care

3 Responsibilities in Consulting Service

4 Responsibilities in Tax PracticeB The CPA and the Law

1 Common Law Liability to Clients and Third Parties

2 Federal Statutory Liability

3 Working Paper, Privileged Communicaiton, and Confidentiality

II. Business Organization

A Agency

1 Formation and Termination

2 Principal's Liabilities

3 Disclosed and Undisclosed Principals

4 Agent's Authority and Liability

B Partnerships and Joint Venture

1 Formation and Existence

2 Liabilities and Authority of Partners and Joint Owners

3 Allocation of Profit and Loss

4 Transfer of Interest

5 Termination and Dissolution

C Corporations

1 Formation, Purposes, and Powers

2 Stockholders, Directors, and Officers

3 Financial Structure, Capital, and Distributions4 Merger, Consolidation, and Dissolution

D Estate and Trusts

1 Formation and Purposes

2 Allocation Between Principal and Income

3 Fiduciary Responsibilities

4 Distributions and Termination

III Contract

A Formation

B Performance

C Third-Party AssignmentsD Discharge, Breach, and Remedies

IV Debtor-Creditor Relationships

A Rights and Duties - Debtors and Creditor

1 Liabilities and Defenses

2 Release of Parties

3 Remedies of Parties

B Right and Duties - Guarantor


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1 Liabilities and Defenses

2 Release of Parties

3 Remedies of Parties

C Bankruptcy

1 Voluntary and Involuntary Bankruptcy

2 Effect of Bankruptcy on Debtors and Creditors

3 Reorganizations

V Government Regulation of Business

A Regulation of Employment

1 Payroll Taxes

2 Employee Safety

3 Employment Discrimination

4 Wage and Hour

5 Pension and Other Fringe Benefits

B Federal Secruities Act

1 Securities Registration

2 Reporting Requirements

3 Exempt Securities and Transactions

VI Uniform Commerical Code

A Commercial Paper

1 Type of Negotiable Instruments

2 Requisities of Negotiability

3 Transfer and Negotiation

4 Holders and Holders in Due Course

5 Liabilities, Defenses, and Rights

6 DischargeB Sales

1 Contracts Covering Goods

2 Warranties

3 Product Liability

4 Risk of Loss

5 Performance and Obligations

6 Remedies and Defenses

C Secured Transactions

1 Attachment of Security Interests

2 Perfection of Security Interests

3 Priorities4 Rights of Debtors, Creditors and Third Parties

VII Property

A Real Property

1 Type of Ownership

2 Lessor-Lessee

3 Deeds, Recording, Title Defects, and Title Insurance

4 Mortgages and other Liens


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5 Fixtures

6 Environmental Liability

B Personal Property

1 Type of Owership

2 Bailments

C Fire and Casualty Insurance

1 Coninsurance2 Multiple Insurance Coverage

3 Insurable Interest


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I Professional Responsiblities

1 Common Law

Contract Law

The law of negligence

the law of fraud

2 Federal Statutory Law

The Securities Act of 1933

The Securities Exchange Act of 1934

II Important to understand

1 When an accountant can be liable to his/her client

2 When an accountant can be liable to third parties

3 That an accountant is liabile to the client and to all third parties

that relied on the financial statement when the accountant

committed fraud, constructive fraud, or was grossly negligent,

furthermore in these cases, the accountant can be assessed

punitive damages

4 The extent of liabilities under the Securities Act of 1933 and

the Securities Exchange Act of 1934 as well as how they differ

from each other and from common law

III Principles and Rules

1 Principles Six Principles

1.1 Responsibilities

1.2 The Public Interest

1.3 Integrity

1.4 Objective and Independence

1.5 Due Care

1.6 Scope and Nature of Service

2 Rules See additional "Hard Copy from Wiley CPA review"

2.1 Secion 101 - Conceptual framework for AICPA Independence Standards,

2.2 Rule 102 - Integrity and Objectivity

2.3 Rule 201 - General Standard

2.4 Rule 202 - Compliance with Standards


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2.5 Rule 203 - Accounting Principles (GAAP)

2.6 Rule 301 - Confidential Client Information

2.7 Rule 302 - Contingent Fees

2.8 Rule 501 - Acts Discreditable

2.9 Rue 502 Advertising and Other Forms of Solication

2.1 Rule 503- Commissions and Referral Fees

2.11 Rule 505 - Form of Practice and Name

IV Responsibilities in Consulting services

a January, 1991, Statements on Standards for Consulting Service (SSCS) was become effective.

b Pit;ome pf SSCS 1 definition and Standards

1) Comparision of consulting and attest services

a) Attest Service - Practitioner expresses a conclusion about the reliability of a written assertion

that is the responsibility for another party ( the asserter)

b) Consulting service - Practitioner develops the findings, conclusions and recommendations

presented, generally only for the use and benefit of the client; the nature of the work is

determined solely by agreement between the practitioner and the client

c) Performance of consulting services for an attest client requires that the practitioner

maintain independence and does not and of itself impair independence.

2) Definitions

a) consulting services practitioner - A CPA holding out as a CPA (i.e. a CPA in public practice) while

engaged in the performance of a consulting service for a client

b) Consulting Process - Analytical approach and process applied in a consulting service

1) This definition exclude serivice subject to other AICPA technical standardss on auditing (SAS),

other attest services (SSES), compilations and reviews (SSARS), most tax engagements, and

recommendations made during one of these engagements as a direct result of having performance

these excluded servicesw

3) Types of consulting services

a) Consultations - Provide counsel in a short time frame, based mostly, if not entirely, on existing

personal knowledge about the client

1] examples: reviewing and commenting on a client businss plan, suggeting software for further

client investigation

b) Advisory services - Develop findings, concludsion and recommendation for client consideration


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and dicision making

1] examples: Optional review and improvement study, analysis of accounting system, strategic planning

assistance, information system advice

c) Implementation Services - Place an action plan into effect

1] examples: Installing and supporting computer system, executing steps to improve productivity,

assisting with merger

d) Transaction services - Provide services related to a specific client transaction, generally with a 3rd party

1] examples: Insolvency services, valuation services, information related to financng, analysis of a

possible merger or acquisition, litigation services.

e) Staff and other support services - Provide appropriate staff and possibly other support to perform

tasks specified by client

1] examples: Data processing facilities management, computer programming, bankruptcy trusteeship,

contorllership activities

f) Product services - Provide client with a product and associated support services

1]examples: sale, delivery, installation, and implementation of training programs, computer software

and system development

4) Standards for Consulting Service

a) General Standards of Rule 201 of Code of Professional Conduct

1) Professional competence

2) Due professional care

3) Planning and supervision

4) Sufficient Relevant data

b) Additional standards established for this area (under Rule 202 of Code of Professional Conduct)

1) Client interest - Must serve client interest while maintaining integrity and objectivity

2) Understanding with client - Establish either in writing or orally

3) Communicaiton with client - inform client of any conflicts of interests, significant reservations about

engagement, significant engagement findings.

c) Professional judgement must be used in applying SSCS

1] Example: Practioner not required to decline or withdraw from a consulting engagement when there

are mutually agreed upon limitations with respect to gather relevant data.

V Responsibilities in Personal Financial Planning

a Definition, scope and standards of personal financial planning

1) Personal financial planning engagement are only those that involve developing strategics and making recommendations to assist a clie


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d) Personal Financial Statements Guide

7) The CPA Should document his/her understanding of scope and nature of services to be provided

a) Consider engagement letter

8) Personal financial planning engagement should be adequately planned

9) Engagement's objectives form basis for planning engagement

a) Procedures should reflect materiality and cost-benefit considerations

10) Relevant information includes undestanding of client's goals, financial position, and available resources for achieving goals

a) External factors (such as inflation, taxes, and investment markets) and nonfinancial factors (such as client attitudes, risk

tolerance, spedning habits, and investment perferences ) are also relevant informaiton

b) Relevant information also includes reasonable estimates furnished by client's advisors, or developed by CPA

11) Recommendations should ordinarily be in writing and include summary of client's goals and significant assumptions and description of

any limitations on work performed

12) Unless otherwise agreed, CPA is not responsible for additional services, for example,

a) Assisting cl ient to take action on planning decisions

b) Monitoring client's progress in achieving goals

c) Updating recommendations and helping client revise planning decisions

b Working with other advisers

1) if CPA does not provide a service needed to complete an engagment, s/he should restrict scope of engegement and recommend

that client engage another adviser

2) If client declines to engage another adviser, CPA and client may still agree to proceed with engagement

c Implementation engagement functions and responsibilities

1) Implementation engagments involve assisting client to take action on planning decisions developed during personal financial planning

engagement

2) Implementation includes activities such as selecting investment advisers, restructuring debt, creating estate documents, establishing

cash reserves, preparing budgets, and selecting and acquiring specific investments and insurance products.

3) When undertaking implementation engagement, CPA should apply existing perfessional standards and publish guidance.

VI Responsibilitis in Business and Industry

a Internal Auditing

1) Internal auditors are employed by company to perform audits on that company

a) Do financial, operational, and compliance audits

b) In financial auditing, evaluate effectiveness of internal control procedures

1) Used to comply with, among other items, Foreign Corrupt Practices Act that requires companies to have effective


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internal control

2) Internal auditors do not need CPA license but instead may get Certified Internal Auditor (CIA) designation

a) Rely on Institute of Internal Auditors for professional guidance rather AICPA

b) Guidelines for internal audits not as well developed as those for external audits

c) Some firms have CPA firm perform internal audit functions

1) This outsourcing to CPAs is controversial

2) AICPA considers it "extended audit services"

- Acceptable for CPAs if management understands it has ultimate responsibility for internal control

3) Standards for Professional Practice of Internal Auditing issue by Institute of Internal Auditing

a) Dividend into five general sections

1) Independence - in sense that organization puts no restrictions on auditor's judgement

- Independence defined differently than AICPA: must be independent of activities thay audit since they are employees of

organization they are auditing

- Reporting is often directly to audit committee or board of directors

2)Professional proficiency

3) Scope of work

- Not only accounting and financial controls but also internal control procedures and operational auditing

-Evaluate compliance with company policies and goals

4) Performance of audit work

- Requires effective planning and communciaiton of audit results

5) Management of internal auditing department

- Coordinate with external audit

- Work of internal auditor supplements but does not subsititute for work of outside auditors in f inancial statement audit

- External auditors do not control internal auditors but often review work to avoid needless duplication

4) Interanl auditors responsible to management - external auditors responsible to users of financial statements.

a) Audit methods are similar

b) Decisions about materiality or risk often different because internal auditors responsible to management

c) Permitted for external auditors to use internal auditors to assist audit

1) May reduce audit fee

b Operational auditing - looking at improving efficiency and performance in firm or government

1) There are no generally acceptance standards

2) Reporting is no management

3) Often about nonfinancial areas (i.e. personnel)


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4) Can be performed by internal, external, or government auditors

c Compliance auditing - determination on how organization has complied with requirement of specified laws or regulations

1) CPAs often hired to apply procedures to attest to management's assetion that company is complying with specified regulations - if so, CPA can

issue unqualified opinion on compliance

7 Responsibilities in Governmental Auditing

a Include audits of government organizations as well as those made by government audit agencies such as the GAO (Government Accounting office

1) Audits may be accomplished by government auditors at local, state, or federal level or by CPA firms

b Auditors must comply with all relevant AICPA and government auditing standards

1) Must comply with government auditing standards (GAS) established by GAO

a) These are published in "Yellow book" and are known as "Yellow book standards" - auditing standards in Yellow Book

usually same as AICPA's GAAS with important exception

1) Threshold for materiality often lower because of sensitivity of government activities

2) Makes compliance auditing requirement for laws and regulations

3)Considering the results of prior audits

4)Communication to the audit committee about the nature of the audit

5)Working papers standards are more detailed

b) Government auditing standards include requirements for continuing education and traing for govenmental auditing

1)For auditors involved in government audits, twenty-four of eighty hours every two years for CPE must related to

governmental auditing

c) GAS pronouncements require reporting on compliance with laws and regulations as well as internal control

d) GAS pronouncements also cover financial statement aduits

1) Whether financial statements are presented fairly in accordance with GAAP

2) Whether internal control procedures are in place

e) GAS pronouncements also cover performance audits of governmental entities

1)Economy and efficiency audits, including looking into whether entity has complied with laws and regulations

on its economy and efficiency

2)Includes program audits to see if entity has complied with laws and regulations governing program

2) Must also comply with generally accepted auditing standards

a) These include all relevant AICPA generally accepted auditing standards

b) Members of AICPA violate AICPA Code of Professional Conduct if fail to follow GAS

c Single Audit Act established use of single organizaiton-wide government audits to reduce duplication

1) State and local governments as well as other entities often get funding from several federal government sources - in past,

this would require several audits to see the regulations for each source are complied with


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2) State and local government receiving $300,000 or more in federal funds in a fiscal year are now audited under the Single

Audit Act and OMB Circular A-133 (Audits of States, Local Governments, and Nonprofit Organizations)

3) If they receive $300,000 or more in a year,they have the option of being audited under the Single Audit Act or under

other federal requirements on each individual program

4) Single Audit Act mandates two additional reports

a) Report on compliance with laws and regulations

b) Report on entity's internal control

5) Single Audit Act also requires that auditors report on several other areas

a) Schedule of federal f inancial assistance

b) Compliance with requirement having material effect on federal financial assistance programs

1) Auditors required to report whether organization has met requirements of laws and regulations that may

materially affect each major program

a)Program is a major program if its expenditure meet threshold in relation to total expenditures of

whole organization on all federal programs

b)For example - if organizaion's total expenditures are less than or equial to $100 million for year,

a major program is one that expends $300,000 or 3% of the total expenditures of the organization

whichever is larger

1)For organization over $100 million, rule to determineif it is major program is based on

sliding scale in Single Audit Act

c) Internal control procedures

d) Compliance with general requirements of federal assistance programs that Congress mandates (many of these

are for other than financial goals)

1) Examples include requireemnts involving drug-free workplace, prohibitions against civil rights violations,

prohibitions against use of federal funds for partisan policial purposes

8 Displinary System of the Profession and State Regulatory Bodies

a Joint trial board pannel may discipline CPAs - possible results include

1) Acquittal

2) Admonishment

3) Suspension for up to two years

4) Expulsion from AICPA

a) May still practice publis accountign using valid license issued by state

1) Violation of state code, however, can result in revocation of CPA certificate and loss of ability to


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practice public accounting

b) Any membe who departs from rulings or interpretations has burden justifying it in any disciplinary proceedings

c) Automatic expulsion from AICPA takes place when

1) Member's CPA certificate is revoke by state board of accountancy or by some other authorized body

2) Member convicted of felony

3) Member files or helps to prepare fraudulent tax return for client or self

4) Member intentionally fails to file tax return that was required

d) Professional Ethics Division may investigate ethics violations and may sanction those that are less serious using

less severe remedies

e) In addition, court decisions have consistently held that even if an individual is not a member of AICPA, that

individual is still expected to follow profession's Code of Professional Conduct

f) The individual state CPA board and societies monitor ethical matters

1) Typically ethic compliants can be referred to state societies as well as AICPA

2) State boards license CPAs and can revoke or suspend licenses

b Securities Exchange Commission actions against accountant

1) After a hearing, SEC can revoke or suspend accountant from practicing before SEC if accountant villfully violated federal

securities laws or regulations, or has acted unethically or unprofessionally\

2) SEC can revoke or suspend accountant upon conviction of felony or misdemeanor in which moral turpitude was involved

3) SEC can prohibit accountant or accounting firm from doing work for SEC client

4) SEC can penalize accountants with civil fines and mandates to pay profits gained from violations of securities laws

and regulations

c Joint Ethics Enforcement Program

1) Most state societies have agreemens with AICPA to allow referrals of ethics compliants to each other


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R5

R5-1 Contract

1 Creation of Contract (General Elements

1.1 An agreement made up of an offer and an acceptance

1.2 An exchange of consideration (something of legal value)

1.3 A lack of defenses

No writing required unless it is wihin the "State of Frauds portion of the Defenses section

or a merchant's firm offer

2 The offer

three points Was there a mainfestation of intent to contract?

Was there definiteness and certainty in the essential terms?

Was there communicaiton of the above to the offeree?

2.1 Intent to make a Contract

Advertisement -General Not offers

Exception- specifying offeree

2.2 Terms must be definite and certain(UCC)

The identify of the offeree and the subject matter

The price to be paid

The time of performance

The quantity involve

The nature of the work to be performed

2.3 Communication to offeree, " No knowledge, No acceptance"

3 Termination of Offer

3.1 Recovation by offeror offeror can revoke an offer anytime before acceptance

May be direct or indirect

Recovation by publication

Effective when received

Exception: limitation on offer's power to revoke Irrevocable offers

- option Contract,

- Merchant's firm offers under UCC sales

-unilater Contract

3.2 Rejection by offeree

Method - express rejection or counteroffer

Distinguish mere injury

Effective when received

lapas of time

3.3 Termination by Operation of law

Termination by death or insanity of parties

Termination by destruction of subject matter

Termination by illegality

4 The Acceptance Express - oral/written; Implied - conduct

PASS KEY

Often it is coupled with a revocability issues, three steps:

1 Was the offer revocable? Chances are it was, unless the offeree paid consideration to keep the offer o

(an option) or the offer is a firm merchant's offer for the sale of goods

2 Determine whether the mailbox rule applies (i.e. acceptance is effective on dispatch rather than recipt,unless it stated that an acceptance had to be received to be effective)

3 Compare any effective revocation date with the effectiv eacceptance date. If a revocation was effectiv

the offer was terminated and there is no contract. If the acceptance was effective first, there is a co

and the revocation was effective

mailbox rule only makes acceptance effective on dispatch, revocation, rejections and conteroffers ar

effective only upon receipt

R5-2 Sales Under UCC guidelines

1 Goods - moveable personal property


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exclude for sales article - Contracts for personal services and real estate

-intangible personal property

-fixtures

2 Offer:Merchant's Firm Offer

2.1 The seller must be a merchant (regularly deals in goods of the kind sold)

2.2 The offer must be in writing and signed by the merchant

2.3 The offer must give assurances it will be kept open for a certain time no longer than 3 mont

3 Acceptance

3.1 under common law, the terms of an acceptance must mirror the terms of the offer or there is no contr

- just a counteroffer. This is not under UCC

3.2 Under UCC, the Sales Article an acceptance will be effective even if it states new or different terms.

3.2.1 General, the new or different terms will be ignored unless the contract is between merchan

3.2.2 Between merchants new or different terms become part of the contract if they involve min

and not material changes;

3.2.3 The new or different terms do not become part of the contract if the offer limits acceptanc

those terms or the offeror objects.

3.3 Promise to ship or Prompt Shipment - Valid Acceptance

3.3.1 Shipment of nonconforming Goods - Accepance and Breach

3.3.2 Exception - Notice of Accommodations

PASS KEY

Remember that under the common law the acceptance must mirror the offer. Under the Sales Article,

different terms are ignored unless the contract is between merchants. Between merchants minor ch

can generally be made in the acceptance.

PASS KEY

To accommodation shipment rule applies only when shipment is used as the means of acceptance.

note: Under the common law, the writing must include all essential terms.

Under the UCC, terms may be omitted (e.g. if the memorandum is silent, a sale will be at a reasonable

and delivery at the seller's place of business) The only terms that can not be omitted are the quantit

unless the contract is an output or requirement contract and the signature term( of defendant)

4 Defense

Exceptions - "SWAP"

5 Delivery, rishk of loss, and title

the UCC has specific rules for when and where delivery of goods is to be made. Risk of loss (who will b

loss if the goods are destroyed) generally depends on the time delivery is made

5.1 For risk of loss to pass, goods must be identified

Title and risk of loss cannot pass until the goods are first identified. Goods are identified when they ar

segregated or in some manner identified as goods for a specific buyer

5.2 As parties agrees - contract terms

The most important rule to remember is that if the parties designate when and where delivery will occ

of loss will pass, their agreement governs.

5.3 Where No specific Agreement

5.3.1 In noncarrier cases the buyer will usually pick up the goods at the seller's splaces of busines

5.3.2 In carrier cases the parties contemplate a common carrier will be used to ship the goods1)Noncarrier Cases - Rules Depend on Seller's Status

-Nonmerchants Seller - Risk Passes on Tender of Delivery

-Merchants Seller - Risk Passes on Actual Delivery

2) Carrier Cases - Either Shipment or Destination Contract

-Shipment Contract - Risk Passes on Delivery to carrier

-Destination Contract - Risk Passes at Destination

5.3.3 Common Shipping Terms

1) F.A.S - Free Along Side

is a price term that requires the seller to deliver the goods along side of a specified vessel.


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passes to the buyer when the seller gets the goods along side

2) CIF - Cost, Insurance and Freight

The term means that the contact price includes the cost, insurance and freight. Risk of loss

buyer during the shipment

3) FOB-Free on board

FOB the seller's place is the shipment contract, the seller must get the goods to the carrier

loss to pass

FOB the buyer's place is the desination contract. Seller must get the goods to the destinati

tender delivery for risk of loss to pass

PASS KEY Risk of loss issue

1 Risk of loss is not determined by who has title

2 Noncarrier cases: if the seller is not a merchant, risk of loss passes to buyer upon seller's tender of deli

If the seller is a merchant, risk of loss only passes when the buyer gets physical possession

3 Common carrier cases: With shipment contracts (i.e. FOB seller's place) rish of loss passes when the sel

the goods to the carrier. With destination contracts (i.e. FOB Buyer's place) risk of loss passes when t

reach the destinaiton and seller tenders delivery

4 If the goods are nonconforming, risk of loss is always on the seller regardless of the shipping terms

R5-2 Warranties

Seller makes "perfect tender",To fulfill the requirement of perfect tender, the goods must conform to

1 Express warranties

Statements of fact or descriptions of goods that played a part I the buyer's decision (basis of the bargai

Generally cannot be disclaimed

2 Implied Warranty of Title

Good title - no unstated encoumbrances -no infringements. Made automatically by any seller. Can be

by specific terms or circumstances

3 Implied Warranty of Merchantability

made by merchants - goods are fit for their ordinary purpose. Can be disclaimed generally - "as is" or

specific terms

4 Implied Warranty of Fitness for a Particular Purpose

When seller knows buyer's specific intention for use and the buyer relies on the seller to pick appropri

Any seller can make this warranty. Can be disclaimed generally -"as is" - or with specific terms.

PASS KEY Implied on Warranties

1 Any implied warranty can be disclaimed, if the correct words are used (even by merchants)

2 Implied warranties do not need a writing. They are automatically implied in a cases contract

3 Difference between merchantability and fitness: The warranty of merchantability can only be mace by

and is a warranty only that the goods will be fit for ordinary purposes. The warranty of fitness can

by any seller, but only if the buyer is relying on the seller to pick goods suitable for a particular purp

warranty that they will be fit for that purpose

4 Warranties are independent from tort liability ( negligence or strict liability)

R6

PASS KEY

To be negotiable, an instrument must be payable in money or only money.

An instrument is not negotiable if it is payable in "money or goods", "money or stock" or "money or la

No Unauthorized Promises

Remember these authorized promises do not negotiability and neither do the additional terms set out

Regarding interest, prepayment penalties, and attorneys' fee.

The following choices does nnt destroy the negotiatible

1 The instrument may be paid off early (an acceleration clause)

2 the instrument includes a promise to maintain collateral or a statement indicating the instrument is se

3 a promise to pay collection costs


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HDC four steps

1 Was the holder a holder of a negotiable instrument? If the instrument was not negotiable, the holder c

be an HDC. The party must also be a holder. To be a holder of bearer paper requires mere possessi

to be a holder of order paper requires possession plus a proper endorsement

2 Did the holder give present value

3 Did the holder take the instrument in good faith?

4 Did the holder take in the instrument without notice of any defenses to or claims of ownership?


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18/26

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Preliminary Estimate of Your Knowledge of Subject

No Module Proficient Fairly Proficient Generally Familiar

Regulation

1 Professional Responsibilities Yes

2 Federal Securities Acts

3 Contracts4 Sales

5 Commerical Paper

6 Secured Transactions

7 Bankruptcy

8 Debtor-Creditor Relationship

9 Agency

10 Regulation of Employment and Environment

11 Property

12 Insurance

Federal Taxation

1 Individual Yes

2 Transactions in Property Yes

3 Partnership Yes

4 Corporate Yes

5 Gift and Estate Yes


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updated 8/16/2010

Not Familiar HW times Sim Final exam Remarks

1 related to AUD

1 related to AUD

11

1

1

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1

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VI Uniform Commerical Code

A Commercial Paper

1 Type of Negotiable Instruments

2 Requisities of Negotiability

3 Transfer and Negotiation

4 Holders and Holders in Due Course

5 Liabilities, Defenses, and Rights

6 DischargeB Sales

1 Contracts Covering Goods movable personal property

The following excluded from UCC, "Sales Article", but covered by c

1) Contracts for personal services and real estate

2) Contracts for intangible personal property, such as stock or pate

3) Contracts for fixtures - things attached to the land

merchants - deal in goods of the kind sold must be in good faith

1.1. Agreement (mutual assets) offer and acceptence

2 Warranties

3 Product Liability

4 Risk of Loss5 Performance and Obligations

6 Remedies and Defenses

C Secured Transactions

1 Attachment of Security Interests

2 Perfection of Security Interests

3 Priorities

4 Rights of Debtors, Creditors and Third Parties


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mmon law

t rights;


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"MAIDS"

M

A

I

D

S cienter

"MYLEGS" Required defendat to sign in orde

M arriage

Y ear can't be pe

L

E xecutor pay estate

G oods $500 or m

S urety pay the de

"SWAP"

S pecially manufactured goods

W ritten confirmation merchant's

A dmitted Contracts t

P erformed contracts h

Exceptions for Status of Fraud

Defense of Fraud

ispresentation of material fact

ctual and justifiable reliance

ntent to induce reliance

amages were caused

Statue of Fraud

and, sale or leases of real property for over 1 yr


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r to be enforceable "in written"

rformed within 1 year

debts outta personal funds

re

t of another

written confirmation to another merchant

hat have been admitted in court

ave been performed to the extent of accptence.

Documents

CPA Regulation Excel Notes