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Business Law introduces students to the fundamental principles and concepts of law as they apply to the world of business. The course covers essential topics such as contracts, agency, sales, business organizations, negotiable instruments, property, and the legal aspects of business transactions. Students will examine how laws are created, interpreted, and enforced, with a focus on the legal environments impact on decision-making and risk management in business operations. Through real-world case studies and practical applications, students will develop a solid understanding of legal rights and responsibilities, critical thinking skills for analyzing legal issues, and knowledge necessary to navigate the complexities of the business legal landscape.
Recommended Textbook
Managing the Law The Legal Aspects of Doing Business 5th Edition by McInnes
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Q1) The Doubleday Baseball Academy operates a training facility across the road from a number of houses.The homeowners have begun to complain about baseballs occasionally crashing into their yards and through their windows.As a form of risk management, the Academy could
A)shift the risk to homeowners by encouraging them to buy liability insurance.
B)accept the risk and pay for any damage that occurs.
C)require its baseball players to sign exclusion clauses before they begin training.
D)hire in-house counsel, which is a type of lawyer that specializes in limiting liability for damage caused to residential properties.
E)purchase property insurance to pay for any damage that is done to nearby homes.
Answer: B
Q2) As described in the text, the four forms of risk management are risk avoidance, risk elimination, risk transfer, and risk acceptance.
A)True
B)False
Answer: False
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Q1) Which of the following statements is TRUE?
A)The phrase "court hierarchy" refers to the fact that the courts must obey the words of a valid statute.
B)Arbitration is usually binding but it depends on the arbitration agreement of the parties and on the powers of the courts to review arbitration decisions.
C)The judges of the superior court in each province are appointed by that province's government.
D)The phrase "rule of law" refers to the fact that a law must contain a rule that either prohibits someone from doing something or allows someone to do something.
E)The phrase "court hierarchy" refers to the fact that the Supreme Court of Canada contains one chief justice and eight puisine justices.
Answer: B
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Q1) Darius, a security professional, agreed to guard Myrna's house.That contract contained a number of terms.One clause required Darius to "take every precaution possible to ensure that no personal belongings are improperly removed from the house." In fact, Darius himself stole several objects of art from Myrna's house.Darius has committed
A)a crime, a tort, and a breach of contract.
B)a crime and a breach of contract but not a tort.
C)a crime and a tort but not a breach of contract.
D)a tort and a breach of contract but not a crime.
E)a breach of contract, but neither a tort nor a crime.
Answer: A
Q2) According to one old English case, Ethelred was entitled under the doctrine of blood feud to kill Halebert.If the same facts arose today, the Canadian legal system would deal with the situation through a combination of tort law and contract law.
A)True
B)False
Answer: False
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Q1) Which of the following statements is TRUE?
A)Chattels are immoveable forms of personal property.
B)A trespass to chattels requires proof that the plaintiff's property was damaged.
C)The tort of conversion usually leads to a forced sale in that the defendant is compelled to pay damages to the victim equal to the market value of the property converted.
D)The tort of detinue can never be committed unless the plaintiff first asks the defendant to voluntarily return the disputed property.
E)The right of recaption only applies to the recovery of land.
Q2) Yvonne used Benoit's bicycle.Which of the following factors would best support Benoit's action in detinue?
A)Yvonne honestly believed that the bike belonged to her.
B)Yvonne used the bike only once and only because there was an emergency.
C)Yvonne did not cause any damage to the bike.
D)Yvonne has refused to return the bike to Benoit even though he has sued her for its return.
E)Benoit had intended to sell the bike to his brother.
Q3) List and briefly explain the elements of the tort of malicious prosecution.
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Q1) The defence of statutory authority applies only if a nuisance was the inevitable result of the defendant's performance of a statutorily authorized activity.
A)True
B)False
Q2) Salvatore and Carolyn conducted lengthy negotiations that led to her purchase of his business.At the start of those negotiations, Salvatore made a number of statements regarding the business's profitability.Those statements were accurate when they were made.However, before the sale was finalized, the facts changed such that the earlier statements were no longer true.Salvatore knew of that change, but he intentionally did not provide Carolyn with the updated truthful information and allowed Carolyn to think that the previous, now untrue information, was the true information.Consequently, he may be held liable to her under the tort of deceit.
A)True
B)False
Q3) The tort of intimidation always requires proof that the defendant used a threat to cause a third party to act in a way that hurt the plaintiff.
A)True
B)False
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Q1) Jennet bought a widget that the Lamda Corp had manufactured.After the widget caused her to suffer an injury, she sued the company for failing to warn her about the risks associated with the product.Lamda Corp seeks to avoid liability on the basis of the learned intermediary rule.The learned intermediary rule
A)is usually considered in connection with the duty of care.
B)is usually considered in connection with the issue of causation.
C)applies only if Jennet had trained other people about the safe use of widgets even before she purchased the widget from Lamda Corp.
D)applies only if Lamda Corp actually knew of the risk that led to Jennet's injury, and only if it had learned about that risk from a learned professional.
E)applies only if Lamda Corp delivered the widget to a professional who then delivered it to Jennet, and only if the company provided that professional with a warning that the professional should have passed on to Jennet.
Q2) Identify and briefly explain three ways in which careless statements are significantly different, in a legal sense, than careless actions.
Q3) Explain the two-fold significance of the decision in Donoghue v Stevenson.
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Q1) A firm offer is
A)always supported by consideration.
B)always placed under seal.
C)the same thing as an option.
D)freely revocable.
E)always found, among other times, in a tender situation.
Q2) Which of the following statements is TRUE?
A)An intention to create legal relations always exists in a commercial context.
B)An intention to create legal relations never exists in a family context.
C)The courts use a subjective test when determining whether or not there is an intention to create legal relations.
D)When dealing with the intention to create legal relations, courts apply presumptions that cannot be rebutted.
E)The existence of an intention to create legal relations is usually readily apparent.
Q3) List five ways in which an offer can be terminated.
Q4) An option is valid only if it is placed under seal.
A)True
B)False
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Q1) Epsilon Inc and Delta Ltd entered into an agreement.Epsilon promised to pay $10 000 to Delta in March.Delta promised to deliver a piece of machinery to Epsilon in June.Epsilon paid the money in March.It is now April.The parties do not yet have a contract because while Delta has given a promise, it has not yet performed that promise.
A)True
B)False
Q2) Cookie and Muhammad created a contract.Muhammad promised to pay $25 000 to Cookie; Cookie promised to install a modified engine in Muhammad's speedboat.Jane vicariously performed part of the contract.Which of the following statements is most likely to be TRUE?
A)Jane almost certainly vicariously performed on behalf of Cookie.
B)One of the parties undoubtedly breached the contract.
C)Vicarious performance occurs only under an assignment.
D)Vicarious performance will be recognized by a court of equity but not by a court of law.
E)If Jane performed carelessly, and if the party that received Jane's services suffered a loss as a result, that party is entitled to sue Jane, but not the other contractual party.
Q3) What is the essential purpose of a seal?
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Q1) Which of the following statements is FALSE? The use of plain language instead of legalese
A)can reduce the amount of time a company spends answering questions from customers about confusing terminology.
B)is required by the official Communications Policy of the Government of Canada.
C)can be mandated by law.
D)makes it more difficult for businesses to enforce contracts.
E)was strategically avoided in the past.
Q2) Which of the following cannot result in a damage award?
A)innocent misrepresentation
B)negligent misrepresentation
C)fraudulent misrepresentation
D)breach of contract
E)silence that distorts a previous assertion
Q3) What is the rationale for holding people to their signatures even when they have not read or understood the contract?
Q4) Someone who signs a document in a hurry is never bound by his signature.
A)True
B)False
Q5) What is meant by the contra proferentum rule?
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Q1) Contracts are part of private law.A key concept of private law is that parties are at liberty to create and define the legal obligations they owe to one another.Discuss whether you agree that judges should be able to step in and set aside certain transactions on the basis that they think an agreement is unjust.Does this interfere with the core concept of private law? Explain your answer.
Q2) A fiduciary relationship
A)is exclusive to the law of corporations.
B)is exclusive to the law of employment.
C)exists whenever there is an inequality in the bargaining power of contracting parties. D)must be established in order to prove undue influence.
E)exists when one party is in a position of dominance over another, for example a trustee and a beneficiary, a lawyer and a client, or a doctor and a patient.
Q3) Unconscionable transactions can be characterized as one-sided transactions obtained by unfair use of power.
A)True
B)False
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Q1) "Even if the parties did not agree to such an arrangement when they created their contract, they may agree to bring their contract to an early end without relying upon consideration." Identify two situations in which is true.
Q2) Woogles Inc manufactured widgets in Winnipeg.It contractually agreed to sell 5000 widgets to Peja in Halifax for a price of $100 000.Because the Province of Manitoba is concerned about the export of widgets, it requires all such sales to be licenced.Such licences are easily obtained if the seller fills out a simple application form.Because of that requirement, the contract between Woogles and Peja contained a clause that said, "Performance of this agreement is conditional upon the acquisition of an export licence." Shortly after entering into its contract with Peja, Woogles received an offer from another buyer, who was located within Manitoba, to pay $125 000 for 5000 widgets.Woogles accepted that offer, even though it only had a total of 5000 widgets to sell.It then simply refused to apply for the export licence that was necessary for its contract with Peja.Can Woogles escape all responsibility to Peja in that way? Explain your answer.
Q3) Briefly describe three ways in which a contract may be discharged by operation of law.
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Q1) Armand contractually agreed to sell a widget to Melanie for $100 000.However, she refused to accept delivery of the widget or to pay the contract price because the widget is really worth $80 000.Britt then offered to buy the widget from Armand for $80 000, but he rejected that offer.If Armand claims expectation damages, a court will order Melanie to pay him
A)$100 000.
B)$20 000.
C)$40 000.
D)$80 000.
E)$0.
Q2) On March 26, Sanjeev agreed to sell a widget to Anita for $50 000.She paid $10 000 immediately and promised to pay the remainder when he made delivery on August 30.Sanjeev breached the contract, however, by refusing to deliver the widget.On August 30, its market value had dropped to $47 000.Anita cannot recover expectation damages, but she can recover a maximum of $3000 in reliance damages.
A)True
B)False
Q3) What are nominal damages? Why is it sometimes dangerous to sue for breach of contract and claim nominal damages?
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Q1) Which of the following statements is TRUE with respect to writing requirements under a Sale of Goods Act?
A)The Sale of Goods Act in each and every province and territory (except Quebec) requires a written contract in at least some cases.
B)Under those Sale of Goods Acts that impose a writing requirement, a failure to satisfy that requirement causes the parties' contract to be null and void.
C)While some Sale of Goods Acts impose writing requirements, they do so only for contracts that exceed specified price levels.
D)If a Sale of Goods Act imposes a writing requirement, it does so only if the purchaser is an individual consumer rather than a business or corporation.
E)Even if a Sale of Goods Act generally imposes a writing requirement, an oral contract is enforceable as long as the parties agreed on the essential terms.
Q2) The passing of property under the Sale of Goods Act is important for a variety of reasons.Identify and explain the most important of those reasons.
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Q1) Angus and Kirsty have some form of ownership in separate units within a condominium complex.Which of the following statements is TRUE?
A)The concept of "flying fees" describes the fact that Angus and Kirsty must contribute to a fund that is used by their condominium corporation.
B)Angus and Kirsty must be joint tenants, along with the owners of the other condominium units.
C)Angus and Kirsty must live in a building that is at least five stories high.
D)Angus and Kirsty can vote for directors for the condominium corporation only if they buy separate shares in that corporation.
E)Angus and Kirsty may both be joint tenants with other people.
Q2) Identify and briefly explain three ways in which a true easement can be created.Are all three methods available in all of Canada's common law jurisdictions? Explain your answer.
Q3) Although the right of distress is often important in commercial leases, it generally is not available under residential tenancies.
A)True
B)False
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Q1) In the context of land registration systems, what is the insurance principle? Is this principle applicable under a registry system or under a land titles system?
Q2) A person who occupies a piece of land without any right or permission to do so is legally known as
A)a dweller in situ.
B)a sitter.
C)a resident in transitu.
D)a squatter.
E)an indigent occupant.
Q3) On January 1, Ichiro contractually agreed to sell a piece of land called Blackacre to Mandy for $250 000.The sale was scheduled to close, and the price was expected to be paid in full on December 1.Before that date, however, the value of Blackacre increased to $350 000 because of a general increase in the real property market.Ichiro now refuses to complete the transaction by transferring Blackacre to Mandy.She admits that she wanted to purchase the property for investment purposes only.Nevertheless, she claims that if she does not receive specific performance, she will not enjoy the benefit of the contract.Will a court award specific performance? If not, is there any other way for Mandy to enjoy the benefit of the contract? Explain your answers.
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Q1) Pan-Canada Delivery Inc is a common carrier.It accidentally damaged an expensive shipment of goods.Nevertheless, it cannot possibly be held liable if
A)it exercised as much care as possible.
B)the damage was caused by a rainstorm.
C)the shipping contract contains a clause that says that "liability will not be imposed for lost goods, whether or not the loss was caused by the carrier's carelessness or fault" and no more.
D)the goods were damaged by an inherent vice.
E)the shipper provided consideration in exchange for Pan-Canada's services.
Q2) Tara operates a small computer design business.Her primary asset is her computer system, which she bought four years ago for $25 000.She bought property insurance with respect to that machine.Tara's computer was recently stolen.Her insurance policy covers loss by theft and the insurance company admits that it must pay a benefit to Tara.The concept of indemnification necessarily means that Tara will receive either $25 000 or the price of a new computer that is at least as good as her old computer was when it was new.
A)True
B)False
Q3) Explain the meaning and relevance of "inherent vice."
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Q1) Jaime has been hired as a screenplay writer by a television production company.Although he is a very creative individual, Jaime has recently started suffering from writer's block.In order to unblock himself, Jaime picked up a collection of Shakespeare's works and began combing it for ideas.He finally drafted a screenplay about a young couple from feuding families whose love, though strong, ends in tragedy.Which of the following is TRUE of Jaime with respect to the authorship requirements of copyright law?
A)Jaime does not meet the requirements because his work is not original.
B)Jaime does not meet the requirements because his work is not novel.
C)Jaime does not meet the requirements because he may be violating the copyright for Romeo and Juliet.
D)Jaime does not meet the requirements because scripts are not copyrightable works.
E)Jamie has not infringed a copyright as Shakespeare's works are in the public domain as his copyright has expired.
Q2) In Canada, trademark protection is afforded only to registered trademarks.
A)True
B)False
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Q1) Which of the following propositions is supported by the decision in Zhu v Merrill Lynch?
A)The fact that a party clicked "I Agree" without actually reading the terms of the agreement will render the contract unenforceable.
B)The fact that a party receives an automated response confirming a transaction is cancelled is not binding on the party sending the notice if that party has made a mistake.
C)Computer-generated transactions are not generally binding.
D)A party must verify significant transactions made on the Internet by telephone or other communication with the counterparty for those transactions to be binding.
E)All computer transactions are binding based on the messages sent between the parties.
Q2) As a general rule, domain names are registered on a first come-first served basis.As a result, the first person to register a domain name typically has the right to sell it.
A)True
B)False
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Q1) Rula hired Mike to act as her stockbroker.In that capacity, Mike was authorized to buy and sell stocks on behalf of Rula as her agent.Rula paid very little attention to the details of the transactions that Mike entered into on her behalf.She adopted a very different attitude, however, after she received an anonymous tip that Mike was intentionally inflating the commissions that he received for buying and selling stocks for Rula by making an unreasonably large number of trades for her account.Which of the following statements is TRUE?
A)Mike may be held liable for breach of fiduciary duty even if Mike did not cause Rula to suffer a loss and may even have generated a benefit for her.
B)Mike may be held liable for breach of fiduciary duty only if Rula can prove, as a result of that breach, either that she suffered a loss or that Mike received a benefit.
C)Mike may be held liable only if he breached an express instruction from Rula.
D)Mike is liable for breach of his duty of care to Rula.
E)Mike is only liable for breach of a fiduciary duty if Rula can prove that she took reasonable steps to monitor Mike's behaviour.
Q2) What are the purposes of the rules of agency?
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Q1) Which of the following statements is TRUE?
A)The process for bringing a corporation into existence in Canada is essentially the same as for bringing a sole proprietorship or partnership into existence.
B)Corporations have the same legal characteristics as sole proprietorships.
C)Corporations may be subject to the same licensing requirements as sole proprietorships and partnerships.
D)Just like partners and sole proprietors, shareholders are entitled to participate in the management of the business.
E)The taxation of corporations and partnerships is the same.
Q2) Owen is a prominent accountant in his community.He is retiring from a partnership he has been in with several other accountants.He directs the partners to get rid of all letterhead with his name on it.Inadvertently, some of the firm's old letterhead is retained.The firm uses one of these pieces of old letterhead showing Owen as a partner to order several computers from a local business that the partnership had not dealt with previously.The business decides to sell the computers to the firm on credit.Owen is definitely liable as a partner to pay for the computers.
A)True
B)False
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Q1) Angela and Lou are starting a flower store business to be carried on by a corporation.Angela has substantial personal assets and will be getting 90 percent of the shares of the corporation.Lou has little money and will be getting 10 percent of the shares.A fair way to resolve disputes would be to enter into a shareholder's agreement which provides for a "shotgun buy-sell."
A)True
B)False
Q2) Which of the following statements is TRUE? An annual meeting is
A)a meeting of shareholders required to be held every 12 months.
B)a meeting of directors required to be held every 12 months.
C)a meeting of shareholders held each year at which directors are elected, an auditor appointed if necessary, and financial statements presented and discussed.
D)a meeting of shareholders with respect to which directors must send shareholders a notice of meeting, form of proxy, and management proxy circular.
E)a meeting of shareholders at which no dissidents are permitted.
Q3) Identify and briefly explain the significance of Canadian Air Services Ltd v O'Malley (Case Brief 22.1).
Q4) What does the fiduciary duty require of directors and officers?
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Q1) The process of perfection
A)is necessary to the enforcement of any type of security interest.
B)may be satisfied by possession in some circumstances.
C)refers to the creditor's ability to successfully enforce a security by receiving a payment of money.
D)is available, free of charge, under the provincial personal property security system.
E)can be used in substitution for the process of attachment.
Q2) Perfection of a security interest in collateral means that
A)no other interest of any kind in the same collateral can rank ahead of the security interest.
B)the security interest only ranks ahead of unperfected interests in the same collateral.
C)if the security interest is perfected by filing a financing statement, it generally ranks ahead of any interest perfected after the date of registration as well as unperfected security interests in the same collateral.
D)no other security interest in the same collateral can rank ahead of the security interest.
E)no other creditor can obtain a perfected interest in the same collateral.
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Q1) Sanjana decided to make an assignment in bankruptcy after she lost her job.Times are tough and she just wants a fresh start in life.She put all of her goods into the hands of the trustee appointed in her case, including a '61 Thunderbird coupe that her father left her when he passed away several years before.Since then, the car has sat under a tarp in a neighbour's garage.Sanjana estimates that the trustee should be able to get at least $80 000 for such a fine vintage model.Sanjana can
A)require the trustee to seek the estimated amount before he sells, and if he does not achieve that price, buy it back.
B)try to auction the car herself and pay the proceeds to the trustee.
C)hold on to the car as part of her exempt property.
D)give the car to a particular creditor.
E)not stop the trustee from selling the car, but if the car pays all her creditors and the costs of the bankruptcy administration, she obtains the residual amounts in the estate.
Q2) What are the advantages of seeking protection under the Company Creditors' Arrangement Act versus under the Bankruptcy Act?
Q3) What are two differences between corporate and personal bankruptcy?
Q4) Name three officials in the bankruptcy process and explain what they do.
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Q1) It is often said that you should not judge a book by its cover.It nevertheless is true that attractive books sell more than ugly books.In fact, packaging and labelling play a significant role in shaping consumer choices.For that reason, the federal government has enacted four pieces of legislation that are aimed at ensuring that consumers can determine what they are buying by inspecting goods and their containers.Identify those four statutes and briefly explain what they require.
Q2) Under the Competition Act, the Commissioner refers: (a) criminal matters to the Attorney General for prosecution, and (b) reviewable matters to the Competition Tribunal for orders.
A)True
B)False
Q3) Zoë received a complete set of stories by the Brontë sisters in the mail from Umlaut Püblishing Inc.She did not order the books, she had never heard of Umlaut, and she was only vaguely aware of the Brontë sisters.If Zoë lives in a province like British Columbia, Ontario, or Nova Scotia, she must pay for the books unless she promptly returns them to the company.
A)True
B)False
Q4) Why are mergers reviewed by the Competition Bureau?
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Q1) Employees (as opposed to independent contractors) are always entitled to reasonable notice or money in lieu regardless of the circumstances of their dismissal.
A)True
B)False
Q2) Which of the following descriptions of workers' compensation schemes is true?
A)Compensation for partial disability is based on the difference between pre-accident earning capacity and post-accident spending capacity.
B)Workers who suffer a partial, though temporary, incapacity are paid the same as they were prior to the accident during the length of their recovery.
C)If a worker is killed during employment, no money comes out of the accident fund.
D)Worker compensation schemes are funded through employer on an opt-in basis.
E)Worker compensation funds are funded though compulsory contributions from employers.
Q3) A job description is a human resources document with no legal implications.
A)True
B)False
Q4) List several items that may be included in an employee's severance package.
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Q1) As explained in the text, the essential elements for a collective agreement consist of
A)express inclusion of the relevant legislation.
B)a statement of the parties' good faith.
C)approval from a labour relations board.
D)a list of issues that shall be open to grievance.
E)a written agreement signed by both parties, containing provisions relating to the conditions of employment.
Q2) An arbitration board or sole arbitrator usually hears disputes concerning A)the collective agreement.
B)the violation of the governing labour relations statute.
C)the violation of the governing employment standards statute.
D)complaints by the union but not by management.
E)whether a union should be certified as a bargaining agent
Q3) Explain the difference between disciplinary and non-disciplinary action by an employer.Provide examples of each.In what context does this distinction arise?
Q4) Compare and contrast collective agreements with private contracts.
Q5) Identify and briefly explain three common types of grievances that arise in the context of organized labour.
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Q1) Wallace bought a widget from Sabrina.The price was $7500.When he collected the widget from her warehouse, he gave her a cheque that was drawn on his account at the Bank of Windsor.When he got the widget home, however, he discovered that it was defective.He therefore went to his bank and placed a stop payment order on the cheque.Which of the following statements is TRUE?
A)Wallace's cheque is overdrawn.
B)When Sabrina presents the cheque for payment, the Bank of Windsor has a complete discretion to choose between honouring it and dishonouring it.
C)Although he authorized the Bank of Windsor to debit his account when he wrote the cheque, Wallace's stop payment order revoked that authority.
D)Sabrina can sue both Wallace and the Bank of Windsor if the bank refuses to honour the cheque.
E)Sabrina is entitled to receive payment on the cheque if a court decides that Wallace was not entitled to discharge the sales contract on the basis that the goods were defective.
Q2) Identify and briefly explain three major differences between a negotiable instrument and a regular contract.
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