CT Bar Business Organizations & Contracts 2

Question 1

Under Connecticut law, which equitable doctrine can pierce the corporate veil when a shareholder uses a corporation as an alter ego to perpetrate fraud?

Accepted Answer

Alter ego / piercing the corporate veil

Answer

Courts pierce the corporate veil when the corporate form is used as a mere instrumentality or alter ego to commit fraud or injustice, disregarding the separate entity.

Question 2

A general partnership agreement is silent on profit sharing. Partner A contributed $80,000 and Partner B contributed $20,000. How are profits divided under the Uniform Partnership Act as adopted in Connecticut?

Accepted Answer

Equally between the partners

Answer

Under the UPA, absent an agreement to the contrary, profits and losses are shared equally regardless of capital contribution.

Question 3

Which of the following best describes the 'mailbox rule' in contract formation?

Accepted Answer

An acceptance is effective upon dispatch, not receipt

Answer

Under the mailbox rule, an acceptance is effective the moment it is properly dispatched, even before the offeror receives it.

Question 4

An LLC operating agreement in Connecticut is silent on member voting. A member holding a 30% interest wants to approve a major transaction. What vote is required?

Accepted Answer

A majority of the membership interests

Answer

Connecticut's LLC Act provides that, absent an operating agreement provision, approval requires a majority of the membership interests (not headcount).

Question 5

Which of the following is NOT a required element of promissory estoppel?

Accepted Answer

Consideration given in exchange for the promise

Answer

Promissory estoppel is a substitute for consideration; it applies precisely when there is no bargained-for exchange.

(CT Bar) Connecticut Bar Exam Practice Test

(CT Bar) Connecticut Bar Exam Practice Test

CT Bar Business Organizations & Contracts 2