Business Law with UCC Applications 14th Edition

(p. 8) Dyad (p. 16) Penumbra rights (p. 14) Ethic of responsibility (p. 16) Positive law (p. 6) Ethic of ultimate ends (p. 16) Prescriptive theory (p. 12) Ethical relativism (p. 9) Rational ethics (p. 14) Ethics (p. 5) Social contract ethics (p. 10) Law (p. 4) Utilitarianism (p. 12) Market value ethics (p. 8) Utility thinking (p. 12) II. Learning Objectives Define law and morality. Distinguish

who cannot afford to pay for the privilege of “being first in line” depends upon the ethical theory that the learner has adopted after reading the chapter. If the learner has adopted the market value ethics of the philosophy of neoliberalism, then, “yes,” the richest among us have somehow “earned”

(p. 237) Noncompete agreement (p. 249) Conspiracy (p. 250) Nondisclosure agreement (p. 249) Disaffirm (p. 238) Public policy (p. 247) Emancipated (p. 238) Ratification (p. 242) Exculpatory clause (p. 248) Rebuttable presumption (p. 237) Illegal agreement (p. 237) Restrictive covenant (p. 249) In pari delicto (p. 250) Restrictive employment covenant (p. 249) Local option (p. 246) Usury (p. 246) II. Learning Objectives Identify the age of minority

the minor. The law allows minors to disaffirm contacts to protect them from unscrupulous adults who might take advantage of young people who might not fully comprehend the responsibilities that they are assuming. This explains why, in this case, Sidco hired Aaron using only an oral agreement during his apprenticeship.

(p. 263) Obligor (p. 259) Collateral contract (p. 259) Parol evidence rule (p. 261) Condition precedent (p. 262) Part performance (p. 257) Cosigner (p. 259) Premarriage agreement (p. 259) Cyber-signature(p. 270) Prenuptial agreement (p. 259) Equal dignities rule (p. 263) Primary objective test (p. 259) Equitable estoppel (p. 257) Standard construction rule (p. 260) Executor (p. 258) Statute of Frauds (p. 255) Guarantor (p. 259) Uniform Facsimile

that must be in writing to be enforceable include: (a) Contracts that cannot be completed within one year; (b) �Contracts transferring real property rights; (c) Contracts for the sale of goods of $500 or more; (d) Certain contracts entered into by executors and administrators; (e ) Contracts by one party

breach (p. 292) Intended beneficiary (p. 277) Assignee (p. 279) Liquidated damages (p. 294) Assignment (p. 279) Mutual rescission (p. 290) Assignor (p. 279) Nominal damages (p. 293) Beneficiary (p. 277) Novation (p. 285) Commercial impracticability (p. 291) Obligor (p. 279) Compensatory damages (p. 293) Outside party (p. 277) Complete performance (p. 287) Performance (p. 285) Condition concurrent (p. 288) Punitive damages (p. 293) Condition precedent (p. 288) Reasonable

forth to support the notion that for profit corporations can be covered by the Religious Freedom Restoration Act focus on the fact that many corporations are involved in charitable, civic, and social causes in ways that empower the charitable, civic and social institutions that benefit from the contributions of those

of rights while a delegation involves a transfer of duties. 2.���� The party who assigns rights or delegates duties is the assignor. The outside third party to whom the assignment is made is the assignee. The remaining party to the original agreement is the obligor. 3.����� As a measure of protection against

321) Hybrid contract (p. 311) Bill of sale (p. 322) Identified goods (p. 323) Blended contract (p. 311) Insurable interest (p. 327) C.F. (p. 324) Merchant (p. 314) C.I.F. (p. 324) Mixed contract (p. 311) C.O.D. (p. 324) Nonconforming goods (p. 313) Conforming goods (p. 313) Open-price terms (p. 314) Convention of Contracts Output contract (p. 315) for the International sale of Requirements contract (p. 315) Goods (CISG)

this identity crisis, the court must determine the goal of the original contract by examining: (1) the language used in the agreement and the situation in which the contract was made; (2) the way that compensation was handled under the contract and (3) the relationship between the goods and the

335) Sales puffery (p. 345) Consequential damages (p. 348) Shipment contract (p. 335) Consumer products (p. 345) Special masters (p. 342) Cover (p. 341) Stoppage in transit (p. 338) Cure (p. 336) Tender of delivery (p. 335) Economic equivalent (p. 346) Tender of payment (p. 335) Express warranty (p. 344) Tender of performance (p. 334) Full warranty (p. 345) Unconscionable contract (p. 333) Good faith (p.

with title, all the warranties that went along with it. Certainly the Seneys had the option to purchase the bed, but they never exercised that option (and why would they, the bed was, after all, infested with bed bugs). Since they never exercised the option, the lease is not a

370) Intrastate commerce (p. 359) Buyer’s Guide (p. 361) Lemon law (p. 366) Cancellation form (p. 362) Mail order and telephone Can Spam Act (p. 364) order rule (p. 363) Class-action lawsuit (p.359) Product liability (p. 353) Commerce (p. 359) Public interest (p. 355) Consent order (p. 359) Public policy (p. 355) Consumer (p. 358) Strict liability (p. 355) Continuity plan (p. 363) Slamming (p. 364) Cooling-Off Rule

CV02-008392 ��� � 1.����� It is true that stare decisis is at the central core of the authority of the judicial branch. However, it is not always honored as it should be. In this case, even after the decision is rendered by the court, two mutually exclusive and contradictory tests remain in

Trade Commission … (has) the authority to oversee and eliminate deceptive and unfair practices in commerce. These powers include: a. To conduct investigations into the practices of businesses. b. To investigate possible antitrust violations. c. To compel interstate businesses to file reports with the commission detailing their operations that fall within the FTC’s

(p. 391) Indorsement in full (p. 394) Bank draft (p. 386) Indorser (p. 388) Bearer (p. 388) Installment note (p. 383) Bearer paper (p. 391) International bill of exchange (p. 384) Bill of exchange (p. 383) Issuer (p. 388) Blank indorsement (p. 392) Maker (p. 388) Cashier’s check (p. 386) Money order (p. 387) Certificate of deposit (CD) (p. 383) Negotiable instrument (p. 382) Certified check

3 of the Uniform Commercial Code entitled Negotiable Instruments (Sections 3-101 to 3-605). 2.����������������� Under the UCC 3-104 (f) a money order is the equivalent of a personal check. This is true even if the instrument is expressly identified as a “money order.” 3.����������������� Under the UCC 3-409 (a) acceptance is “the

due course (p. 401) Real defenses (p. 409) Holder in due course rule (p. 409) Shelter provision (p. 406) Lack of consideration (p. 407) Universal defenses (p. 409) Limited defenses (p. 407) II. Learning Objectives State the requirements of being a holder in due course and describe the special protection given to such a holder. Define a holder. Explain the

The textbook states, “The UCC sets the standard for determining if an ordinary holder is really a holder in due course. In order to demonstrate that it is a holder in due course, the UCC says that a party must demonstrate that it took the instrument (1) for fair value

(p. 426) Provisional (p. 427) Debit card (p. 429) Regulation E (p. 430) Depositary bank (p. 426) Remitting bank (p. 426) E-check (p. 429) Stale check (p. 419) Electronic fund transfers (EFTs) (p. 429) Subrogation (p. 424) Forgery (p. 419) Substitute check (p. 428) Intermediary bank (p. 426) Uttering (p. 419) Midnight deadline (p. 422) II. Learning Objectives Clarify the bank’s duties in the bank–depositor relationship. Clarify

critical error by misidentifying the proper law to apply in the case. Both parties identified the cases of Pac. Coast Cheese, Inc. v. Sec.-First Nat. Bk. (1955) 45 Cal.2d 75, Basch v. Bank of America (1943) 22 Cal.2d 316, and Glassell Dev. Co. v. Citizens' Nat. Bk. (1923) 191 Cal.

text tells us, “if an institution collects money from its clients, provides those clients with checking accounts, issues checkbooks to those clients for use with those accounts, identifies their clients by signature cards that the clients have voluntarily completed, sends customers statements about those accounts, and pays out money from

456) Peril (p. 442) Bodily injury liability insurance (p. 451) Personal injury protection Coinsurance (p. 448) (PIP) (p. 451) Collision insurance (p. 452) Policy (p. 444) Comprehensive coverage (p. 452) Premium (p. 444) Deductible (p. 448) Property damage liability Descriptive-threshold (p. 452) insurance (p. 452) Double indemnity (p. 447) Renter’s insurance (p. 449) Duty to defend (p. 444) Risk (p. 442) Duty to investigate (p. 444) Straight lift insurance

single family dwelling, an apartment building, and so on) from damage caused by fire, wind, snow, ice, lightning and so on. However, it is also possible to add coverage for damage to the contents of the rental property. This coverage will be needed if the rental property is fully or

31) Code (p. 42) Persuasive precedent (p. 48) Code of Federal Regulations Precedent (p. 46) (CFR) (p. 48) Preemption (p. 41) Common law (p. 45) Statutes (p. 42) Constitution (p. 35) Statutory interpretation (p. 46) Constitutional law (p. 35) Titles (p. 42) Cyber-commerce (p. 44) Uniform Commercial Code Devolution (p. 41) (UCC) (p. 43) II. Learning Objectives List the objectives of the law. Clarify the duality of the law. Outline

the two clauses can be explained by looking at the responsibility of and the limitations placed upon the federal government in relation to religion. The Establisment Clause prevents the federal government from making any law that creates a government-run religion, while the Free Exercise Clause forbids the government interference in

mortgage (p. 469) (ARM) (p. 469) Inventory (p. 483) Asset-backed security (p. 477) Junior mortgage (p. 472) Assume the mortgage (p. 474) Liar loan (p. 478) Attachment (p. 484) Lien (p. 468) Balloon-payment mortgage (p. 470) Mortgage (p. 472) Bonus-malus (p. 483) Mortgage-backed security (p. 477) Buyer in the ordinary course Mortgagee (p. 468) of business (p. 484) Mortgagor (p. 468) Collateral (p. 468) NINJA loan (p 478) Construction

this case the mortgagors were National City Bank and Hines and Hines. 3.������� National City Bank drew up the mortgage first. 4.������� Hines and Hines filed the mortgage first. 5.����� The answer here should be as obvious as it was to the magistrate. Hines and Hines filed first, and so they have first

(p. 500) Liquidation (p. 496) Confirmation (p. 508) Means test (p. 497) Debtor in possession (p. 506) Order for relief (p. 499) Disposable income (p. 499) Reorganization (p. 505) Homestead exemption (p. 501) II. Learning Objectives Summarize the history of bankruptcy law in the United States. Discuss federal and state control of bankruptcy law. State the criteria necessary to be eligible to

decisis. The judge in this case cites more than twenty different cases as precedent, explains the application of each precedent cited, and often supports the application of the citation with direct quotes from the judge’s opinion in the case. 2.����� In Louisville Joint Stock Bank v. Radford, 295 U.S. 555 at

in federal court in the District Court in Tennessee. 3.����� Hanover offers two reasons for the unconstitutionality of the federal bankruptcy law: (1) The law violates the Fifth Amendment prohibition against the taking of property without due process and (2) the law violates Article I, Section 8, Clause 4 of the

(p. 537) Nondelegable duty (p. 529) Charitable immunity (p. 533) Partially disclosed principal (p. 535) Clerical malpractice (p. 534) Principal (p. 523) Consensual (p. 523) Proprietor (p. 524) Control test (p. 525) Ratification (p. 537) Del credere agent (p. 536) Renunciation (p. 542) Disclosed principal (p. 535) Revocation (p. 542) Durable power of attorney (p. 542) Scope of authority (p. 539) Economic reality test (p. 531) Scope

for and under the control of the second, the principal. The third party is that individual with whom the agent deals for the principal. The principal must indicate in some manner that the agent is to act for and under the control of the principal. An agency relationship is always

(p. 557) Quid pro quo sexual Disability (p. 569) harassment (p. 567) Disclaimer (p. 554) Reasonable accommodation (p. 570) Disparate impact (p. 565) Retaliation (p. 558) Disparate treatment (p. 565) Reverse discrimination (p. 567) Employment-at-will (p. 549) Social media policy (SMP) (p. 572) Employment contracts (p. 550) Undue hardship (p. 570) Genetic Information Nondiscrimination Whistleblower (p. 572) Act GINA (p. 570) Workers’ compensation (p. 562) Grievance procedure

against him for persisting in a claim that a search warrant served by the DA’s office had been based on manufactured evidence. The retaliation against Ceballos included being moved to a remote office, being refused a promotion, and being denied access to murder cases. The civil rights action filed by Ceballos was

practices (p. 584) Featherbedding (p. 589) Union shop (p. 586) Hot-cargo contract (p. 589) II. Learning Objectives Relate the historical context in which unions developed. Outline the congressional–judicial tug-of-war in union history. List the basic aims of labor unions. Explain the nature of the 21st century crisis in labor law. Identify the major provision of the Norris-LaGuardia Act. Indicate the

principles outlined by the court in the Ceballos v. Garcetti case, so much so, in fact, that the two cases could be considered dopplegangers. 2.����� There are actually very few differences. The similarities include that, in both cases, the plaintiff is a public emplpoyee; in both cases the plaintiff speaks out

the football players at Northwestern University (NU) to vote on whether to unionize. The text tells us that the arguments made by NU are: “(1) the football players are not employees no matter how the term is defined but are, instead, students, as determined by an earlier case known as Brown

existence (p. 605) Limited partnership (p. 607, 619) Cooperative corporation (p. 608) Partnershhip (p. 605) Cooerative corporation with Partnership at will (p. 617) wage-earning employees (p. 608) Private corporation (. 608) Cooperative with nonemployee Public corporation (. 608) owners (p. 608) Public bodies corporation (p. 608) Cross-owned corporation (p. 608) Public-private corporation (p. 608) Disclaimer of general partner status (p. 619) Quasi-public corporation (p. 608) Dissociation

depended on the old law to avoid the negative consequences that result from the new law. Joint liability means that, when the partners are sued, liability will be spread among them equally.� In contrast, joint and several liability means that the partners can be sued apart or together. The defendants (the partners

of organization (p. 638) Limited liability company Associative corporativism (p. 633) (LLC) (p. 634) Bylaws (p. 638) Managers (p. 635) Cash dividend (p. 644) Members (p. 635) Certificate of authority (p. 634) Novation (p. 636) Certificate of incorporation (p. 637) Operating agreement (p. 638) Close corporation (p. 634) Originalism (p. 630) Common stock (p. 644) Par value (p. 644) Corporate entity (p. 626) Ierce the corporate veil

had been dealing with, Eberts, Inc., was being used by the officers, directors and shareholders of Eberts, Inc. to defraud him. His first amended complaint sought to hold the officers, directors and shareholders of Eberts, Inc. directly liable under the doctrine of piercing the corporate veil. The second amended complaint

(p. 661) Controlled company (p. 656) Preemptive right (p. 669) Corporate democracy (p. 657) Proxy (p. 658) Corporate opportunity doctrine (p. 667) Proxy contest (p. 658) Cumulative voting (p. 658) Proxy solicitation (p. 658) Demand futility doctrine (p. 662) Proxy statement (p. 659) Derivative suit (p. 662) Ratification (p. 667) Direct suit (p. 662) Rule of contemporary ownership (p. 662) Duty of due diligence (p.

as a result, the directors do whatever Fink demands. The plaintiff argued further that, since it would be futile for him to ask the board for help, he can skip over that troublesome and difficult step, and bring the suit directly. As evidence for this claim, the plaintiff revealed that

Credit Ratings (p. 683) Act (p. 697) Office of Investor Advocate (p. 682) Asset acquisition (p. 692) Per se violation (p. 686) Best-price rule (p. 694) Police power (p. 677) Bright-line test (p. 695) Poison pill (p. 695) Commerce Clause (p. 675) Prospectus (p. 680) Competitive impact statement Quasi-RPM arrangement (p. 688) (CIS) (p. 697) Quick-look standard (p. 688) Conglomerate expansion (p. 696) Registration statement (p.

this case. 2.����� According to the court in this case, a director or directors will be interested if he or she “appears on both sides of the transaction” or if he or she “has or expects to derive a personal financial benefit not equally received by the stockholders.” 3.����� According to the

from happening again in the future. The Dodd-Frank Act defines whistleblower as one who "provides" or "acting jointly" with others provides "information relating to a violation of the securities law to the Commission." (That “Commission” is the Securities Exchange Commission.) � The text tells us that “(t)extualism requires judges to analyze legal

tenants with the right Carrier (p. 719) of survivorship (p. 710) Chattels (p. 709) Law of finds (p. 711) Chose in action (p. 709) Law of salvage (p. 711) Common carrier (p. 719) Mutuum (p. 714) Community property (p. 710) Ordinary negligence (p. 715) Consignee (p. 715) Passenger (p. 720) Consignment contract (p. 715) Personal property (p. 709) Consignor (p. 715) Racial profiling (p. 721) Constructive bailment

terms make this clear. The text tells us that: “The person who transfers the possession of the property to another is the bailor. The person to whom it is transferred is the bailee.” The text tells us this: “The elements of bailment include the intent to transfer and accept the property

made by any means or in any manner that is commonly used in the ordinary course of business. [/c] In a registered limited liability partnership (LLP), each partner is personally liable and may be sued in a separate action or in a joint action. [c] FALSE A registered limited liability partnership is a general partnership

enforcement officer induces a law-abiding citizen to commit a crime, entrapment may be used as a defense. [/c] Robin orders merchandise from Internet Enterprises. If no delivery date is promised, Internet must ship the merchandise within ten days. [c] FALSE The FTC has established a rule to protect consumers who order goods by mail, telephone,

partnership means that a deceased partner's interest in real property held by the partnership passed to the surviving partners. [/c] When the insurance company gives up one of its rights to help the insured, the company has made a waiver. [c] TRUE When the insurance company gives up one of its rights to help the

assignor under the original contract. [/c] An e-check is sometimes called an electronic check transfer. [c] FALSE Some banks have arrangements for payment by e-check (sometimes called electronic check conversion), which is a system in which funds are electronically transferred from a customer's checking account, eliminating the need to process a paper check. [/c] Cumulative voting favors

right to claim an expedited credit. [/c] A product in a defective condition is unreasonably dangerous to the user, consumer, or property. [c] TRUE Anyone who produces or sells a product in defective condition is subject to liability for the physical or emotional injury to the ultimate consumer and for any physical harm to the

is an accord and satisfaction created if Stuart cashes the check. [c] TRUE If a creditor accepts, as full payment, an amount that is less than the amount due, the dispute has been settled by an accord and satisfaction. [/c] In the Opening Case regarding the Ebola outbreak, the plaintiff claimed the hospital did not

If this were not the case, there would be no need to fashion these theories in the first place. [/c] A durable power of attorney preserves the authority of an agent when the principal becomes incapacitated. [c] TRUE Generally, an agency relationship is terminated upon the incapacity of the principal. However, the trend in many

American Bar Association has established a set of ethical standards entitled the ABA Model Rules of Professional Conduct. [/c] If Phil finds an iPhone in the men's room at a restaurant, it is most likely ____________ and Phil should ____________. A. lost; leave it with the restaurant manager B. abandoned; leave it with the

the Truth-in-Lending Act that requires lenders to disclose two important things to borrowers—the finance charge (the actual cost of the loan in dollars and cents) and the annual percentage rate or APR (the true rate of interest of the loan). [/c] Brink Hospital employs emergency room physicians who are independent contractors. Brink

buyer and the buyer offers to pay for them. It is the offering by the parties to do what they have agreed to do under the terms of the contract. In this case, both Sue and Sanyo need to tender performance. To be in a position to bring suit on

is considered a citizen of the state where it is incorporated and where it has its principal place of business. If even one defendant is a citizen of the same state as one of the plaintiffs, diversity cannot be established. In such a case, the law says that "diversity is

scientific research, to stimulate the national economy, and to safeguard national security. C. conduct research into all aspects of human life and health and to apply that understanding to cure illnesses, to alleviate disabilities, and to lengthen human life. D. coordinate advances in technology that will help improve the American economy. [c] D. The primary

(USC). [/c] A security agreement can either be oral or in writing. [c] FALSE A security agreement must be in writing, be signed by the debtor, and contain a description of the collateral that is used for security. [/c] If a child's income from interest and dividends is less than $1,500, it cannot be taxed. [c] FALSE In 2008, the

which is attached to federal district courts within the federal court structure. [/c] Ted, one of the consultants in a two-man business, cannot take life insurance on his business partner, Brendan, because he does not have an insurable interest in Brendan's life. [c] FALSE Business partners have an insurable interest in each other because they

after the original agreement is entered. The creditor does so by placing a provision in the security agreement that the security interest of the creditor also applies to goods the debtor acquires at a later time. It is known as a floating lien. [/c] Garcia purchases a used shotgun from Andy, who

charges appear. [c] FALSE Under the Truth-in-Lending Act, credit cardholders are not responsible for any unauthorized charges made after the card issuer has been notified of the loss, theft, or possible unauthorized use of the card. Such notice may be given to the card issuer by telephone, letter, or any other means. Even

command that the liquidation begin. In an involuntary case, the court does not issue the order immediately because the debtor is allowed to contest the filing, after which a hearing is held to determine whether an order for relief will be issued. [/c] Patricia mistakenly believes she could personally hold a lottery

judgment rule and the fairness rule apply to their decisions in the same way that those rules apply to the directors of a corporation. [/c] When two or more persons own real property as tenants in common, each person owns an undivided share of the whole property. [c] TRUE When two or more persons own

fish in the sea, minerals in the ground, goods not yet manufactured, and commodities futures. [/c] Lending one's car to a friend would be an example of a mutual benefit bailment. [c] FALSE When personal property is transferred to a bailee with the intent that both parties will benefit, a mutual-benefit bailment results. Lending your

credit applicants because of their sex, race, marital status, national origin, religion, or age or because they get public assistance income. [/c] The Daubert v. Merrell Dow Pharmaceuticals case involved a question of expert testimony and the causation of the plaintiff's injuries. [c] TRUE Oftentimes in tort cases, law and science intersect (so-called "juriscience") when

stable, less war-like, and more economically prosperous than one without a recognized central state. [/c] A gift is legally considered the same as a sale, since title passes in both a gift and a sale. [c] FALSE A gift is not considered a sale because, though title passes, it is not given for a price

and General Curtis LeMay, former commander of the Strategic Air Command (SAC), advocated preemptive war against the Soviet Union. [/c] A business receiving money by electronic transfer is known as the beneficiary. [c] TRUE Under the UCC, a business that orders money to be sent electronically is called the originator. The business that is to