flwrlabs/fed-legal huggingface dataset:
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 606, 44 Ill.Dec. 744, 411 N.E.2d 1110, 1116 (Ill.App.Ct.1980) (<HOLDING>). Nelson cites no law to the contrary. We are Options: A. holding that the state courts factfinding procedure was adequate even though it did not hold an evidentiary hearing because hearing as used in 2254d does not require a trialtype hearing at which live testimony is presented and the accused has the opportunity to crossexamine witnesses B. holding there is nothing inherently repugnant to due process in requiring a party to choose between giving testimony at a disciplinary hearing and keeping silent even though giving testimony at the hearing may damage his criminal case and keeping silent will most likely lead to loss of his employment C. holding that due process requires a hearing appropriate to the nature of the case D. holding that a student has a right to counsel in a university disciplinary hearing where there is a pending criminal charge for the same incident but noting that the attorneys role at the disciplinary hearing is limited to safeguarding the students rights at the criminal proceeding and not to affecting the outcome of the disciplinary hearing E. recognizing due process right to notice and informal hearing in school disciplinary process

assistant: The best answer is B. holding there is nothing inherently repugnant to due process in requiring a party to choose between giving testimony at a disciplinary hearing and keeping silent even though giving testimony at the hearing may damage his criminal case and keeping silent will most likely lead to loss of his employment
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: or adapted.” 17 U.S.C. § 101. Professor Nimmer opines that after a character has been introduced in a work, subsequent works in a series that feature the same character are derivative works. See 1 Nimmer on Copyright § 2.12. To support his proposition, Professor Nimmer cites to case law that adopts the position that sequels or series featuring the same character are derivative works. Id. § 2.12 n. 23 (citing Micro Star v. Formgen Inc., 154 F.3d 1107, 1112 (9th Cir.1998) (user-created files based on copyrighted Duke Nukem computer game “are surely sequels, telling new ... tales of Duke’s fabulous adventures. A book about Duke would infringe for the same reason, even if it contained no pictures.”)); § 2.12 n. 23.1 (citing Salinger v. Colting, 641 F.Supp.2d 250, 267 (S.D.N.Y.2009) (<HOLDING>), vacated on other grounds, 607 F.3d 68 (2d Options: A. holding that the protection of the work product rule continues after litigation has terminated B. holding that woodfields fairnotice standard continues to apply C. holding that the selection of the jury constitutes part of a public trial D. holding that a novel that continues the story of catcher in the rye and its protagonist constitutes a derivative work E. holding that the theory continues to apply under 2k21b5 postbuiley

assistant: The best answer is D. holding that a novel that continues the story of catcher in the rye and its protagonist constitutes a derivative work
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: The Receiving Party agrees – 3.5.1 not to utilise, exploit or in any other manner whatsoever use the Confidential Information for any purpose whatsoever whether for its own benefit or for that of others without the prior written consent of the Disclosing Party; The Receiving Party undertakes not to use the Confidential Information for any purpose other than – 5.1 that for which it is disclosed;

assistant: Yes
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 379, 444 S.E.2d 252, 253 (1994)). Therefore, plaintiffs’ motion to dismiss defendants’ appeal as interlocutory is granted with respect to defendants’ appeal from the denial of their Rule 12(b)(1) motion to dismiss for lack of subject matter jurisdiction. Defendants’ appeal from denial of Rule 12(b)(6) motion Our Court in Anderson v. Town of Andrews held that an appeal from the denial of a Rule 12(b)(6) motion to dismiss based on sovereign immunity affects a substantial right and is therefore immediately appealable. Anderson v. Town of Andrews, 127 N.C. App. 599, 601, 492 S.E.2d 385, 386 (1997) (citing EEE-ZZZ Lay Drain Co. v. N.C. Dept. of Human Resources, 108 N.C. App. 24, 27, 422 S.E.2d 338, 340 (1992), overruled on other grounds by Meyer v. Walls, 347 N.C. 97, 489 S.E.2d 880 (1997)) (<HOLDING>). Therefore, plaintiffs’ motion to dismiss Options: A. holding that denial of counsel in section 1983 action is not immediately appealable B. holding that the denial of a motion to remand is interlocutory and not immediately appealable C. holding an order allowing a motion under rule 60b is not immediately appealable because it is interlocutory and does not affect a substantial right D. holding that a denial of a 12b2 motion for lack of personal jurisdiction on the ground of sovereign immunity is immediately appealable E. holding if immunity is raised as a basis in the motion for summary adjudication a substantial right is affected and the denial is immediately appealable

assistant: The best answer is E. holding if immunity is raised as a basis in the motion for summary adjudication a substantial right is affected and the denial is immediately appealable
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If the Optionee’s service with the Corporation ceases by reason of the Optionee’s death, Disability or Board Retirement (as defined below), any outstanding Options shall automatically become fully vested and exercisable as of the date of the Optionee’s termination of service with the Corporation and the Option shall, subject to Section 5 above, be exercisable for three (3) years after the date of cessation or until the expiration of the stated term of the Option, whichever period is shorter.

assistant: Vesting
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that suits based on state common law are included for purposes of preemption analysis). Delta also argues that Plaintiffs’ amended complaint presents essentially the same preemption issues as the breach-of-contract claim the Court already dismissed. Def.’s Br. at 1, 7. According to Delta, since the ADA preempted Plaintiffs’ state-law contract claim because it required examination of EU 261, Plaintiffs EU 261 claim should be similarly preempted because the same underlying law is involved. Id. at 1. In support of its .argument, Delta cites several cases where, courts have held that a breach-of-contract claim was preempted when the resolution of the claim would have required interpreting foreign law. Id. at 6 (citing Onoh v. Nw. Airlines, Inc., 613 F.3d 596, 600-01 (5th Cir.2010) (<HOLDING>); Sanchez v. Aerovias De Mexico, S.A. De C.V., Options: A. holding segregation was necessary because breachofcontract claim required proof of different elements than other claims B. holding breachofcontract claim preempted because the plaintiff tried to enlarge the federal rights that were incorporated into the contract C. holding breachofcontract claim was preempted D. holding misrepresentation claim to be preempted E. holding breachofcontract claim preempted because contract did not explicitly incorporate a federallaw provision

assistant: The best answer is C. holding breachofcontract claim was preempted
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the Parent and its Subsidiaries has filed all United States Federal income Tax returns and all other material Tax returns which are required to be filed by it and has paid all Taxes due pursuant to such returns or pursuant to any assessment received by it, except to the extent the same may be contested as permitted by Section 9.02 hereof. The charges, accruals and reserves on the books of such Persons in respect of Taxes and other governmental charges are, in the opinion of the Company, adequate.

assistant: Taxes
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Employee, for herself, her attorney, heirs, executors and assigns, does hereby fully and forever release and discharge the Company and its past, current and future subsidiaries and affiliates, as well as their predecessors, successors, assigns, and all of their past, current and former directors, officers, partners, agents, employees, attorneys, and administrators (collectively, the “Company Released Parties”) from all suits, causes of action, and/or claims, demands or entitlements of any nature whatsoever, whether known, unknown, or unforeseen, which Employee has or may have against any of them arising out of or in connection with her employment by the Company, the termination of Employee’s employment with the Company, or any event, transaction, or matter occurring or existing on or before the date of Employee’s signing of this Agreement related to the Company, except that Employee is not releasing (i) Employee’s continuing rights to indemnification and coverage under the Company’s current and future director and officer insurance policies to the same extent as the directors and officers of the Company are covered under such policies, which rights shall survive the Employee’s termination of employment, in accordance with the terms of such policies; (ii) any other right to indemnification or insurance coverage that Employee may have under the Company’s insurance policies, certificate of incorporation, bylaws or otherwise; (iii) any claims relating to any rights Employee may have pursuant to stock option awards granted to Employee by the Company (collectively, the “Stock Option Awards”) that vested before the Termination Date; or (iv) any claims arising after the date of Employee signing this Agreement. Employee shall not file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are released herein. Employee further hereby irrevocably and unconditionally waives any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are released herein. Employee represents and warrants that Employee has not previously filed or joined in any such claims, demands or entitlements against the Company or the other persons or entities released herein and that Employee will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorney’s fees incurred as a result of any such claims, demands or lawsuits.

assistant: Releases
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as disclosed in the Registration Statement or the SEC Documents, the Company has good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business of the Company, in each case free and clear of all liens, encumbrances and defects (“ Liens ”) and, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company are held by it under valid, subsisting and enforceable leases with which the Company is in compliance with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company.

assistant: Titles
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Neither this Agreement nor any uncertainty or ambiguity herein shall be construed against Lender or the Loan Parties, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by all parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to accomplish fairly the purposes and intentions of all parties hereto.

assistant: Interpretations
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: settlement statement, discharge request, and check submitted by the government. 3 . Green Tree has submitted "payoff statements” from the USDA to the Rickers, but these simply show the total amount due on two loans as of August 22, 2001; they do not show that the loans were in fact repaid, whether out of the proceeds of Green Tree’s loan to the Rickers or otherwise. For reasons that are not apparent to the court, Green Tree has not submitted any documents from the Strafford County Registry showing either the existence or the discharge of the USDA mortgages. 4 . In suggesting otherwise, the government relies exclusively on cases dealing with unrecorded, or improperly recorded, mortgages and other encumbrances. See, e.g., Amoskeag Bank v. Chagnon, 133 N.H. 11, 16, 572 A.2d 1153 (1990) (<HOLDING>). But Conseco’s mortgage was not “unrecorded” — Options: A. holding that foreclosure of prior mortgage extinguished second mortgage B. holding that a judgment creditor unlike a purchaser does not take subject to a prior mortgage which has been improperly recorded C. holding that the trustee did not have constructive knowledge of an improperly executed mortgage because ohio law provided that an improperly executed mortgage does not provide constructive notice to a subsequent bona fide purchaser D. holding that a mortgage took priority over a judgment lien under real prop 3201 where the mortgage had been executed before but recorded after the institution of a lawsuit to obtain the judgment lien E. holding that a mortgage transfer does not take effect until the mortgagee gives value in exchange for the mortgage

assistant: The best answer is B. holding that a judgment creditor unlike a purchaser does not take subject to a prior mortgage which has been improperly recorded
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If a Participant dies after having commenced installment payments, any remaining unpaid installment payments shall be paid to the Participant’s beneficiary as and when they would otherwise have been paid to the Participant had the Participant not died. If a Participant’s termination of service as a Board member is due to his death, the Participant’s Account shall be payable to the Participant’s beneficiary in a single payment to be made as soon as administratively practicable after the date of the Participant’s death. Participants may designate a beneficiary under the Plan in accordance with such procedures as the Plan Administrator may establish from time to time. If a Participant does not have a beneficiary designation in effect, the designated beneficiary shall be the Participant’s estate.

assistant: Death
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 3553(a) sentencing factors, it did not commit plain error in its application of § 5G1.3(c) when sentencing Hall. C. The District Court’s Enhancement of Hall’s Base Offense Level Hall also argues that his sentence is substantively unreasonable because it was enhanced using a Guideline offense level that was not based upon empirical data. United States Sentencing Commission, “Fifteen Years of Guidelines Sentencing,” 47 (2004). Hall cites United States v. Grant, No. 8:07CR242, 2008 WL 2485610, at *4 (D.Neb.2008), for the proposition that, as a result, the offense level for murder in § 2A1.1 is a less reliable appraisal of a fair sentence. A sentencing court is free to reject a Guidelines range based on policy considerations. United States v. Janosko, 355 Fed.Appx. 892, 895 (6th Cir.2009) (<HOLDING>). The Seventh Circuit has thus noted that Options: A. recognizing this principle as a settled rule B. recognizing this principle in the failure to hire context C. recognizing this principle in the childpornography context D. recognizing same principle E. recognizing principle

assistant: The best answer is C. recognizing this principle in the childpornography context
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the [legislative] discretion granted under the statute.” Massey, 145 N.C. App. at 355, 550 S.E.2d at 845. In both Massey and Summers, we upheld the City of Charlotte’s conditional use re-zoning as a legislative act, but we noted that the relevant ordinances did not require any quasi-judicial process. See Summers, 149 N.C. App. at 516-17, 562 S.E.2d at 24 (affirming the city’s conditional use re-zoning in a single, legislative procedure) ; Massey, 145 N.C. App. at 352-53, 550 S.E.2d at 844 (noting that the city followed the procedural requirements set forth in its ordinance and rejecting the trial court’s conclusion that the absence of a quasi-judicial element invalidated the re-zoning decision) . See also Chrismon v. Guilford County, 322 N.C. 611, 638-39, 370 S.E.2d 579, 594-95 (1988) (<HOLDING>). Furthermore, in Knight v. Town of Knightdale, Options: A. holding that where a zoning board had no authority under state law to take certain actions with respect to a protected property interest a trier of fact could conclude that there was no rational basis for the towns zoning boards actions and that as a result the zoning board violated appellants rights to substantive due process B. holding that the board validly exercised its legislative discretion in this matter only after a lengthy deliberation completely consistent with both the procedure called for by the relevant zoning ordinance and the rules prohibiting illegal contract zoning C. holding that because the board of aldermen only decided whether to grant a variance under the zoning ordinance the superior court erred by determining the question of the constitutionality of the zoning ordinance which was never raised or considered by the board of aldermen D. recognizing that zoning and rezoning are legislative matters E. holding that the city was not estopped from enforcing a zoning ordinance when a zoning department employee mistakenly stamped the plaintiffs application for a license to operate a laundromat to indicate compliance with the ordinance

assistant: The best answer is B. holding that the board validly exercised its legislative discretion in this matter only after a lengthy deliberation completely consistent with both the procedure called for by the relevant zoning ordinance and the rules prohibiting illegal contract zoning
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: these claims in a successive petition for post-conviction relief because the time for filing a notice of post-conviction relief has long expired. See Ariz.R.Crim.P. 32.1 and 32.4 (a petition for post-conviction relief must be filed “within ninety days after the entry of judgment and sentence or within thirty days after the issuance of the order and mandate in the direct appeal, whichever is later.”) Although Rule 32.4 does not bar dilatory claims if they fall within the category of claims specified in Ariz.R.Crim.P 32.1(d) through (h), Petitioner has not asserted that any of these exceptions apply to him. Moreover, a state post-conviction action is futile where it is time-barred. Beaty v. Stewart, 303 F.3d 975, 987 (9th Cir.2002); Moreno v. Gonzalez, 116 F.3d 409, 410 (9th Cir.1997) (<HOLDING>). Furthermore, under Rule 32.2(a) of the Options: A. holding that a petition to correct sentence was properly considered as a petition for postconviction relief pursuant to rule 371 because it challenged a judgment entered on a plea of guilty on grounds cognizable under the rule B. recognizing a defendant may seek postconviction relief pursuant to rule 32 ariz rcrim p on ground that trial counsel had been ineffective by inducing defendant to enter guilty plea C. holding that circuit court should have treated the habeas petition as a motion for postconviction relief D. holding statute of limitations for filing petition for postconviction relief not tolled by general savings statute tolling limited to reasons enumerated in state postconviction relief act E. recognizing untimeliness under ariz rcrim p 324a as a basis for dismissal of an arizona petition for postconviction relief distinct from preclusion under rule 322a

assistant: The best answer is E. recognizing untimeliness under ariz rcrim p 324a as a basis for dismissal of an arizona petition for postconviction relief distinct from preclusion under rule 322a
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) All computations of interest and of fees shall be made by the Applicable Agent on the basis of a year of 360 days and, in the case of ABR Loans 365/366 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest and fees are payable. Each determination of an interest rate or the amount of a fee hereunder shall be made by the Administrative Agent (including determinations of a Eurodollar Rate or ABR in accordance with the definitions of “ Eurodollar Rate ” and “ ABR ”, respectively) and shall be conclusive, binding and final for all purposes, absent manifest error.

assistant: Fees
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: contemporaneously with the parties’ execution of the deed (and after their execution of the sales contract), the parties executed a closing agreement, mutually promising to “fully cooperate, adjust, and correct any errors or omissions and to execute any and all documents needed or necessary to comply with all provisions of the above mentioned [sales] contract.” This agreement was distinct from -the sales agreement and collateral to the conveyance itself. It was not, and could not be, performed by the parties’ execution of the deed, because it obligated the parties to correct any errors or omissions, including those within the deed itself. As such, it was not merged into the deed, and instead stands alone as a separate and independent agreement. See, e.g., Sanchez, 551 S.W.2d at 486 (<HOLDING>); Pleasant Grove Builders, Inc. v. Phillips, Options: A. holding that a beneficiary under a deed of trust was entitled to reformation of the grantors deed B. holding that sellers agreement to furnish title policy was a separate agreement not superseded by the deed and properly not included in the deed C. recognizing that the right to seek reformation of a deed is limited to the original parties to the deed and their successors in title D. holding that promise to confirm right of first refusal in deed was distinct and unperformed and thus did not merge into deed and remains in full force and effect as to such other act until full performance thereof E. holding a quitclaim deed yields only such interest in land as the grantor had at the time of the making of such deed

assistant: The best answer is D. holding that promise to confirm right of first refusal in deed was distinct and unperformed and thus did not merge into deed and remains in full force and effect as to such other act until full performance thereof
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 2000e-5(f), which qualifies the statutory right to intervene, refers only to cases brought by the U.S. Attorney General. That clause is not grammatically connected to the words “the Commission,” making it inapplicable to actions filed by the EEOC. Moreover, because the EEOC is precluded by the same subsection of this statute from bringing suits against a government, governmental agency, or political subdivision, that phrase could not have been intended to apply to suits that were filed by the EEOC. Thus, the statute provides an unconditional right of intervention to aggrieved persons in cases brought by the EEOC. EEOC v. Brotherhood of Painters, Decorators & Paperhangers, 384 F.Supp. 1264 (D.S.D. 1974); see also Truvillion v. King’s Daughters Hospital, 614 F.2d 520, 525 (5th Cir.1980) (<HOLDING>); EEOC v. Contour Chair Lounge Co., 596 F.2d Options: A. recognizing that court may intervene in arbitration proceeding by invoking equitable powers B. recognizing this as the general rule C. recognizing this presumption D. recognizing the right to intervene in cases like this E. recognizing this rule

assistant: The best answer is D. recognizing the right to intervene in cases like this
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: After the date hereof, at the reasonable request of the other party, TWH and NCAP shall execute and deliver or cause to be executed and delivered to the other party such bills of sale (or other instruments) as required by this Agreement, in order to implement the transactions contemplated by this Agreement.

assistant: Further Assurances
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in two or more counterparts (any of which may be delivered by facsimile or electronic transmission), each of which shall be an original, but all such counterparts shall together constitute but one and the same instrument.

assistant: Counterparts
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: At 11:00 a.m., New York City time, on or before March 27, 2017, or at such other time on such other date as may be agreed upon by the Company and the Placement Agent (such date of delivery and payment is hereinafter referred to as the “ Closing Date ”), at the office of Golenbock Eiseman Assor Bell & Peskoe LLP, 711 Third Avenue, New York, New York 10017 (or at such other place as agreed upon by the Placement Agent and the Company), each Buyer shall wire an amount equal to the Purchase Price multiplied by the number of Shares being purchased by such Buyer to an account designated by the Company and the Company shall deliver the Shares to the Buyers, which delivery shall be made through the facilities of The Depository Trust Company. The Shares shall be registered in such name or names and shall be in such denominations in accordance with the instructions delivered by each Buyer to the Company at least one business day before the Closing Date.

assistant: Closings
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Neither party may assign or transfer this Agreement, or any portion thereof, without the prior written consent of the other party. Any assignment or transfer of this Agreement or any portion thereof without such written consent will void this Agreement. However Customer shall have the power and right to assign its interest in the Agreement to any successor-in-interest or to any subsidiary, parent corporation, sponsor, wholly owned or controlled affiliate of Customer.

assistant: Assignments
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: THIS TRADEMARK SECURITY AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES OF THE STATE OF NEW YORK.

assistant: Governing Laws
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: for the canine sniff would not “warrant a man of reasonable caution in the belief that” this vehicle was engaged in drug trafficking. See Terry, 392 U.S. at 21-22, 88 S.Ct. at 1880, 20 L.Ed.2d 889 (quotations and internal citations omitted). Because there was no reasonable suspicion for the detention necessary to conduct the canine sniff that justified the search, the officer’s actions were not “justified at [their] inception.” See DeLaRosa, 2003 SD 18, ¶ 12, 657 N.W.2d at 688. Therefore, despite the fact that a canine sniff is not a search, the sniff and resulting search were the product of an unconstitutional seizure or detention requiring suppression. See Buchanon, 72 F.3d at 1227. [¶ 30.] Moreover, what we said in Ballard is applicable here: This case p 293, 1296 (N.D.Ga.2008) (<HOLDING>); State v. Wilkenson, 118 Ohio Misc.2d 10, 769 Options: A. holding no fourth amendment violation when police initiated a canine sniff of a trailer attached to a pickup truck that was parked and unattended on a public street B. holding that canine sniff not a search under the fourth amendment C. holding dog sniff of a vehicle parked on a public street did not violate the fourth amendment when canine sniff was conducted after the driver was validly stopped and arrested for driving on a suspended license D. holding canine sniff of commercial truck parked at weigh station during a routine safety inspection was not a violation of the fourth amendment E. holding canine sniff of an unattended vehicle parked outside the curtilage of defendants home was not a search within the meaning of the fourth amendment

assistant: The best answer is A. holding no fourth amendment violation when police initiated a canine sniff of a trailer attached to a pickup truck that was parked and unattended on a public street
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The provisions of this Section 12, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, the Building and/or the Common Areas, and any statute, regulation or case law of the State of California, including without limitation, §§1932(2) and 1933(4) of the California Civil Code, with respect to termination rights arising from damage or destruction shall have no application to this Lease or any damage or destruction to all or any part of the Premises, the Building and/or the Common Areas.

assistant: Waivers
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: (S.D.N.Y.1970) (Weinfeld, J.) (suggesting that “an intent to commit a fraud or to violate a statutory duty” is necessary “to justify piercing the corporate veil”); Morris, 82 N.Y.2d at 141-42, 603 N.Y.S.2d 807, 623 N.E.2d 1157 (requiring a “wrongful or unjust act toward plaintiff’). Thus, “a [corporation’s] breach of contract, without evidence of fraud or corporate misconduct, is not sufficient to pierce the corporate veil, which is an equitable remedy at its core.” Ross Univ. Sch. of Med., Ltd. v. Brooklyn-Queens Health Care, Inc., No. 09-CV-1410, 2013 WL 1334271, at *16 (E.D.N.Y. Mar. 28, 2013) (citing Sheridan Broadcasting Corp. v. Small, 2004 WL 5833748 (N.Y.Sup.Ct. July 30, 2004), aff'd, 19 A.D.3d 331, 798 N.Y.S.2d 45 (1st Dep’t 2005)); see also Cary Oil, 257 F.Supp.2d at 759-60 (<HOLDING>). Although courts have pierced the corporate Options: A. recognizing that the elements of a claim for breach of contract are 1 existence of a valid contract and 2 breach of the terms of that contract B. holding that party may not recover damages for breach of contract where its own bad faith caused the other partys breach C. holding that a corporations breach of contract alone without evidence of bad faith the commission of a fraud or any sort of nefarious motivation on the part of any of the controlling defendants does not warrant veil piercing D. holding that breach of good faith and fair dealing claim requires showing of breach of contract E. holding that the measure of damages for the breach of a contract of sale where no fraud is shown is the difference between the contract price and the market price of the goods on the date of the breach

assistant: The best answer is C. holding that a corporations breach of contract alone without evidence of bad faith the commission of a fraud or any sort of nefarious motivation on the part of any of the controlling defendants does not warrant veil piercing
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you may not select as your account name any name that linden lab determines may cause deception or confusion ; may violate any trademark right , copyright , or other proprietary right or mislead other users regarding your identity or affiliation ; or any name that linden lab determines in its sole discretion to be vulgar , offensive , or otherwise inappropriate .

assistant: None
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to ‘enforce their rights under the terms of the plan.’ ” (alteration omitted) (quoting 29 U.S.C. § 1132(a)(1)(B))). Accordingly, “in ERISA cases, state law does not control. Instead, general common law principles apply.” Devlin, 274 F.3d at 84 n.5; see also Merrick v. UnitedHealth Grp. Inc., 175 F.Supp.3d 110, 117 (S.D.N.Y. 2016) (“The validity of assignments for ERISA purposes is a question of federal common law.” (alterations and internal quotation marks omitted)). Courts outside of the Second Circuit have held that “[w]hen applying federal common law to contract issues, courts generally look to the Restatement for guidance.” United States ex rel. Ubl v. IIF Data Solutions, 650 F.3d 445, 451 (4th Cir. 2011); see also Bowden v. United States, 106 F.3d 433, 439 (D.C. Cir. 1997) (<HOLDING>). Defendants’ argument with respect to Options: A. holding that the restatement second of contracts is the source from which the court would be inclined to fashion a federal common law rule since those principles represent the prevailing view among the states B. holding that the rights and duties of the united states on commercial paper which it issues are governed by federal law and that in the absence of an applicable act of congress it is for the federal courts to fashion the governing rule of law according to their own standards C. holding that we view the evidence in the light most favorable to the prevailing party D. recognizing that the advisory committee note expressly states that the rule is substantially a restatement of existing law E. holding that federal common law is the law that would govern in the absence of the warsaw convention

assistant: The best answer is A. holding that the restatement second of contracts is the source from which the court would be inclined to fashion a federal common law rule since those principles represent the prevailing view among the states
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: The Partnership presumably relies on business. organizations code section 8.102(a)(2), which provides in pertinent part that an enterprise may indemnify a governing person or delegate against expenses “that are reasonable and actually incurred by the person in connection with a proceeding.” Id. § 8.102(a)(2) (emphasis added). The business organizations code does not define “actually incur” or “incur,” nor do any of the parties point us to any caselaw definitions that would guide our analysis. We have not located any cases analyzing “actually incurred” as used in section 8.102(a)(2), but we note that the supreme court has addressed a provision in chapter 74 of the civil practice and remedies code that contains similar language. See Garcia v. Gomez,.319 S.W.3d 638, 642-43-(Tex.2010) (<HOLDING>); Aviles v. Aguirre, 292 S.W.3d 648, 649 Options: A. holding that because the wife failed to present any evidence as to the legal services performed in the trial court the wife was not entitled to a second hearing to establish attorneys fees B. holding that a successful plaintiff in a legal malpractice action may recover initial fees a plaintiff pays or agrees to pay an attorney for legal services that were negligently performed and corrective fees incurred by the plaintiff for work performed to correct the problem caused by the negligent lawyer but not litigation fees which are legal fees paid by the plaintiff to prosecute the malpractice action against the offending lawyer C. holding that fees incurred by debtor were not in the nature of support D. holding some evidence existed that physician incurred fees because services had been performed on the physicians behalf E. holding that an attorneys cause for services rendered over a period of time accrued when his services had been completely performed

assistant: The best answer is D. holding some evidence existed that physician incurred fees because services had been performed on the physicians behalf
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be effective upon the closing (such date, the “ Effective Date ”) of the SPA. The term of this Agreement shall begin on the Effective Date and shall terminate on the earlier of the second anniversary of the Effective Date or the termination of Employee’s employment with the Company (the “Initial Term”); provided, however, notwithstanding anything in this Agreement to the contrary, Sections 7 through 20 shall survive the expiration or termination of this Agreement. Notwithstanding the foregoing, in the event that the SPA is terminated prior to closing, this Agreement shall be null and void. This Agreement shall be renewed on the same terms and conditions contained herein for a term of one (1) year from the date of expiration of the Initial Term and each one-year period thereafter (each such one-year period, if any, the “Renewal Term”). If either the Company or Employee do not wish to renew this Agreement when it expires at the end of the Initial Term or any Renewal Term or if either the Company or Employee wish to renew this Agreement on different terms than those contained herein, such party shall give written notice of such intent to the other party at least thirty (30) days prior to the expiration date. Reference herein to the “term” of this Agreement shall refer both to the Initial Term and any Renewal Term as the context requires. The Company and Employee agree that the designation of a term herein does not confer any rights with respect to continuation of employment by the Company for the duration of the term or any other specified period, nor interfere with the right of the Company or Employee to terminate this Agreement at any time as set forth in Section 3 below.

assistant: Terms
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: failing to “properly investigate any avenues of defense” — other claims, such as the claim that counsel failed to move to suppress the drugs and failed to contact the owners of the building, present issues upon which the District Court could have proceeded. Furthermore, some of Mercer’s other claims, such as the claim that the prosecution had bribed Yians and Hart, are not the type of claims that Mercer could realistically support at this stage of the proceedings; while Mercer may well fail to meet his burden of proof on these claims, he alleged sufficient facts to withstand summary dismissal. Therefore, we believe that the District Court should consider anew the various grounds for relief, and dismiss only those grounds that are truly vague and conclusory. See Thomas, 221 F.3d at 437 (<HOLDING>). Accordingly, we will summarily vacate the Options: A. holding that appellate court should overturn a district courts denial of a motion to amend a complaint only if the district court has abused its discretion B. holding that the trial court had abused its discretion in dismissing the case without allowing appellants an opportunity to amend C. holding that district court had not abused its discretion in denying plaintiffs motion to amend complaint D. holding that the district court erred in summarily dismissing a 1983 complaint that should have been brought as a habeas petition E. holding that the district court abused its discretion by summarily dismissing all 26 grounds in a 2255 motion where only certain claims were vague and conclusory

assistant: The best answer is E. holding that the district court abused its discretion by summarily dismissing all 26 grounds in a 2255 motion where only certain claims were vague and conclusory
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if any provision of the terms is found by a court of competent jurisdiction to be invalid , the parties nevertheless agree that the court should endeavor to give effect to the parties ' intentions as reflected in the provision , and the other provisions of the terms remain in full force and effect .

assistant: None
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and several clerks attend the trial. Moreover, despite [counsel’s] highly professional trial and witness exhibits, the Court believe[d] much of the exhibit preparation and pretrial- discovery, and other legal work, was duplicative. In addition, [counsel’s] records for the trial time demonstrate^] an aggregation of attorney time and tasks performed in certain matters. Id. at 127. Similarly, in Lochren v. County of Suffolk, 344 Fed.Appx. 706, 709 (2d Cir. 2009), the Second Circuit affirmed a 25 percent cut “because plaintiffs overstaffed the case, resulting in the needless duplication of work and retention of unnecessary personnel.” Other district and appellate courts have also pared hours based on overstaffing. See, e.g., Copeland v. Marshall, 641 F.2d 880, 891 (D.C. Cir. 1980) (<HOLDING>), accord Luciano, 109 F.3d at 117; Mazzei v. Options: A. holding that attorneys could not recover fees in excess of amount billed B. holding that defendant must assert right of confrontation and right to be present at time of alleged violation and cannot claim those rights for first time on appeal C. holding that a defendant did not waive his right to be present at an ex parte encounter between the judge and juror because he was not present at the time of the communication and therefore had no opportunity to object when the error was committed D. holding that where three attorneys are present at a hearing when one would suffice compensation should be denied for the excess time E. holding that risk is measured at the point when the attorneys time was committed to the case

assistant: The best answer is D. holding that where three attorneys are present at a hearing when one would suffice compensation should be denied for the excess time
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company agrees to pay to Executive a base salary with respect to the 2016 calendar year at the annual rate of $506,480 or such greater amount as determined by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) from time to time (“Base Salary”). Effective as of January 1st of each subsequent calendar year, beginning with January 1, 2017 and ending on the third (3rd) anniversary of the occurrence of a Change of Control (as defined below), the Base Salary shall be automatically increased by three percent (3%) each calendar year, provided that the Compensation Committee may increase Executive’s Salary by additional discretionary amounts but any such additional discretionary amounts shall be disregarded when calculating the amount of any automatic increase in Executive’s Base Salary; provided further that, no such additional discretionary increase shall be implemented prior to the Plan Covenant Termination Date (as defined in the Plan) without the prior written consent of PharmAthene, Inc. Payments of the Base Salary shall be payable in equal installments in accordance with the Company’s standard payroll practices.

assistant: Base Salary