Archives

14 UNIT ONE: THE LEGAL ENVIRONMENT OF BUSINESS § 1101. Short title of title This title shall be known and may be cited as the “Uniform Commercial Code.” 1984 Main Volume Credit(s) 1979, Nov. 1, P.L. 255, No. 86, § […]

This case involves a law passed by the California legislature and a federal statute; thus the primary source of law is statutory law. from enforcing its statute restricting carbon dioxide emissions. Supreme Court waves the doctrine of stare decisis when […]

1 Chapter 1 Law and Legal Reasoning INTRODUCTION The first chapters in Unit 1 provide the background for the entire course. Chapter 1 sets the stage. At this point, it is important to establish goals and objectives. For your students […]

B-1 current corporate employee, . . . who had been individually subpoenaed to produce corporate books and records, could not invoke the Fifth Amendment to refuse production even though the documents might provide the government with evidence that could incriminate […]

1 Chapter 10 Criminal Law and Cyber Crime INTRODUCTION This chapter may be the first, and will probably be the last, study of criminal law for most of your students. Nevertheless, it may also be one of the most interesting […]

© 2018 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. or his disposal. Clearly, no manager in a small company would decide to devote […]

CHAPTER 10: CRIMINAL LAW AND CYBER CRIME 19 © 2018 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. termining whether a Miranda warning is […]

court modified the trial court’s denial of the defendant’s motion, reasoning that the terms of the original offer were materially modified by Cornell’s unambiguous later offer to extend Weston’s appointment “without tenure” and Weston’s “reluctant” acceptance of the new term. […]

B-1 Because the insurance proceeds were issued as a direct result of the services provided to Griggs by the physicians, the court held that “it is only just and fair that they be used for their intended purpose; that result […]

CHAPTER 11: NATURE AND TERMINOLOGY 15 nature of the performance and opportunity for objection to it by the other, any course of performance accepted or acquiesced in without objection is given great weight in the interpretation of the agreement. (4) […]

1 Chapter 11 Nature and Terminology INTRODUCTION This chapter introduces the topic of contracts by defining a number of terms, giving an overview of the topic, and looking at the judicial interpretation of contracts. At this point in a discussion […]

B-1 court pointed out, “Only essential terms need be included to render a contract enforceable. All that is required is reasonable certainty in the terms and conditions of the promises made, including by whom and to whom. In the end, […]

1 Chapter 12 Agreement in Traditional and E-Contracts INTRODUCTION This chapter explains the nature of the agreement, which forms the basis of a contract. Through a discussion of offer and acceptance, the chapter helps students to begin to understand how […]

forceable contract? Why or why not? No. In fact, this would likely support the court’s deter- mination that there was an enforceable contract between the parties. In this circumstance, un- less Lucy attempted to void the contract on the ground […]

14 UNIT THREE: CONTRACTS AND E-CONTRACTS   CONTROLLING THE TERMS OF THE OFFER   The courts normally attempt to “save” contracts whenever possible, but sometimes it is impossible to do so. Two common reasons that contracts fail are […]

Hoffmans relied and acted upon to their detriment. Since they acted reasonably in relying on Red Owl, the law granted them some measure of relief. Under the doctrine of promissory estoppel, Red Owl was bound by the representations it made […]

1 Chapter 13 If it is performance, that performance may be an act (other than a promise), a forbearance (refraining from doing something that one has a legal right to do), or the creation, modification, or destruction of a legal […]

education. In case’s view, this was “the only possible consideration” for the agreement. Because it was lacking, the agreement was unenforceable. When Case made this argument on appeal, the state intermediate appellate court interpreted “Case’s view of the bargained-for exchange […]

CHAPTER 14: CAPACITY AND LEGALITY 13 A covenant not to compete is often in a contract for the sale of an ongoing business. This enables a seller to sell, and a buyer to buy, the goodwill and reputation of a […]

© 2018 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. B-1 Persons suffering from a disease such as Alzheimer’s are not presumed incompetent and […]

reason might be that you hope that some customers would not choose to sue you because they assume (usually wrongly) that they have “signed away their rights” to sue you in case of accidents and injury with your product or […]

1 Chapter 14 Capacity and Legality INTRODUCTION Chapter 14 logically follows the material covered in the previous chapters, which concern determining when an agreement is reached and if an agreement is supported by legally sufficient consideration. This chapter (and the […]

Executive Law Section 63(12)—provides that “the attorney general may apply * * * to the supreme court of the state of New York * * * for an order enjoining the continuance of such business activity or of any fraudulent […]

1 Chapter 15 In determining the genuineness of assent of the contracting parties, courts looks at a party’s objective intent. A court may find that genuineness of assent is lacking because of mistakes, misrepresentation, undue influence, or duress (in other […]

B-1 need is generally not sufficient to constitute duress, even when one party exacts a very high price for an item the other party needs. Financial necessity of a party, not caused by the other party to a contract, does […]

attached to it, such as buildings. Generally, a contract for a sale of land is enforceable under the Statute of Frauds if the contract describes the property being transferred with sufficient definiteness for it to be identified. The purpose of […]

B-1 Yes. The state intermediate appellate court affirmed the trial court’s judgment. The appellate court explained that detrimental action and justifiable reliance on an oral promise may be sufficient to override application of the Statute of Frauds and compel enforcement […]

1 Chapter 16 When a contract has been put in writing, and a dispute arises that ends up in court, the parties may not introduce evidence of prior written or oral negotiations or promises or contemporaneous oral agreements that contradict […]

© 2018 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. B-1 at bar, the court concluded that “the language of the consumer note and […]

unpaid cost of the repairs against the market value of the bus to arrive at their agreed-on price. But in the course of the litigation among these parties and Bass-Fineberg, the trial court rights under loan agreements. Although a borrower […]

1 Chapter 17 contract is made with the intent to benefit a third party, and the third party has rights in the contract and may sue the promisor, and under some circumstances the promisee, to have it enforced. Under an […]

© 2018 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. creasingly accept impossibility of performance as a defense? Certainly, in the short run, those […]

advertising budget of $5,500, and 600 copies to reviewers did give the book a reasonable chance to catch on with the reading public. The court also held that once Prentice-Hall accepted the book, it held the exclusive right to publish […]

1 Chapter 18 terminated. Performance is the most common form of discharge, but duties can be discharged in other ways. Generally, the occurrence or failure of a condition on which a contract is based will discharge the parties’ duty to […]

12 UNIT THREE: CONTRACTS AND E-CONTRACTS that he should spend working for B in keeping books for C, who pays him an additional salary. B sues A for breach of contract. B cannot recover from A the amount of the […]

1999 (two years with SABCO), but determined that “West through reasonable efforts could have earned $165,000 by comparable employment,” and reduced the salary award to $51,852.27. Bechtel appealed to a state intermediate appellate court, which reversed the lower court’s decision […]

the Ohio Board of Nursing, which permits graduates to take the National Council Licensure Examination for their nursing license. Owens lost its accreditation from the National League for Nursing Accreditation Commission (NLNAC) in July 2009, but did not tell its […]

1 Chapter 19 Breach of Contract and Remedies INTRODUCTION This chapter is concerned with the remedies available on a breach of contract to a nonbreaching party. A breach of contract is a failure to perform what a contracting party is […]

1 Chapter 2 Courts and Alternative Dispute Resolution INTRODUCTION Despite the substantial amount of litigation that occurs in the United States, the experience of many students with the American judicial system is limited to little more that some exposure to […]

award “violates a public policy that is both well defined and dominant,” that is “that owners and operators of oil tankers should be permitted to discharge crew members who are found to be intoxicated while on duty.” The court explained, […]

might consist of the individual’s background, including any area of expertise, and the details of his or her previous decisions—the facts, issues, outcomes, and reasoning—and how those fac– tors might bear on the case at bar. screening committee of lawyers […]

12 UNIT ONE: THE LEGAL ENVIRONMENT OF BUSINESS COST-BENEFIT ANALYSIS Before bringing a lawsuit, a manager must now take into account the possibility of long delays before the case is resolved. A cost-benefit analysis for undertaking litigation must include the […]

court explained that “IBM made no oral or written promises that it would either purchase a specified quantity of the plastic capacitors or that ASC would recover the costs of its capital expenditures.” ASC “understood that all purchases of capacitors […]

1 Chapter 20 changes by every state (except Louisiana, which has not adopted Articles 2 and 2A) and the District of Columbia. Despite differences, the UCC contains many similarities to the common law contract principles discussed in the previous chapters. […]

they have no physical presence, then it essentially is a system of taxation without representation. Some argue that it is antithetical to our federal system, also, which promotes competition among our states for the best economic policies. When a customer […]

pounds) in 30 minutes. Another benefit is less harm to the environment. At present, most packages are shipped via trucks, which use a lot of fuel, polluting the environment and contributing to global warming, often while stuck in traffic.] delivery […]

1 Chapter 21 Title, Risk, and Insurable Interest INTRODUCTION Before the Uniform Commercial Code (UCC), title was a central concept in sales law. The party who had title bore the risk of a loss of goods (and could thus buy […]

12 UNIT FOUR: DOMESTIC AND INTERNATIONAL SALES AND LEASE CONTRACTS ________________________ Seller ________________________ Address _________________________________________________________________________ SALE OR RETURN Date:_______________ To:______________________ Buyer _____________________ Address To whom it may concern: payment. Until returned, the buyer assumes responsibility for any damage or loss […]

© 2018 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. similar goods. A merchant who deals in goods of the same kind as those […]

shipping costs from the trucking company on how much it will cost to deliver the materials to the buyer’s particular location. Then the buyer would have had specific knowledge of the shipping costs. The buyer could also have asked the […]

1 Chapter 22 Performance and Breach of Sales and Lease Contracts INTRODUCTION This chapter considers the general requirement of good faith and the basic performance obligations of a buyer and seller under a sales contract. To understand the performance that […]

concluded that “Sinco’s attempted performance under the contract—its delivery of a fall- protection system that included the defective Sayflinks—did not satisfy its contractual obligations.” The court explained that the Sayflinks which failed on June 29 did not satisfy the contract […]

12 UNIT FOUR: DOMESTIC AND INTERNATIONAL SALES AND LEASE CONTRACTS provides that the buyer or lessee must reject goods within a “reasonable” time. The UCC makes it clear, however, that parties who desire more certainty can include a provision in […]

B-1 “[s]uch an affirmation of fact must be distinguished from puffery.” Under UCC 2–313(2), a “statement purporting to be merely the seller’s opinion or commendation of the goods does not create a warranty.” Here, the court concluded that Anderson did […]

1 Chapter 23 agreed to limit or modify remedies available to a buyer on a seller’s breach of warranty, a buyer can sue to recover damages. Under some circumstances, a breach can allow the buyer to rescind an agreement. 516(4)(b)]. […]

context? Explain. Yes, the word “premium” may be considered puffing when used in isolation, and the term may also be considered puffing in the context of such marketing materials as the automaker’s brochures in the Nissan case. Of course, whether […]

14 UNIT FOUR: DOMESTIC AND INTERNATIONAL SALES AND LEASE CONTRACTS Moonmouth sustained in connection with its investment. Carlyle filed a suit In a Delaware state court against Plaza to enforce the forum selection clause. Plaza sought to move the case […]

1 Chapter 24 International Law and Space Law INTRODUCTION Before students can appreciate the nature of the international business environment, they must be familiar with the concept of international law, as well as its sources and principles. Firms operating in […]

the meaning of the FSIA. Moreover, because [the FSIA] provides that the commercial character of an act is to be determined by reference to its nature rather than its purpose, the question is not whether the foreign government is acting […]

involved? Probably not. BMW does not make claims or even imply that its cars that were manufactured in South Carolina are actually manufactured in Germany. Moreover, automobile consumers are mostly concerned about reliability and quality. If BMWs made in South […]

Actually, losing a smartphone might be better than losing an actual wallet or having it stolen. All smartphones and their apps can be password protected. Moreover, security elements are built in to each phone’s chips. It is relatively easy to […]

1 Chapter 25 instruments that qualify as negotiable and the roles and responsibilities of the parties who create these instruments. Also, this chapter discusses the requirements for a negotiable instrument, and some of the omissions and terms that do not […]

© 2018 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. B-1 if lottery tickets were governed by the UCC, the ticket would not fall […]

© 2018 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. B-1 here.” The court pointed out that the decision in each case rested on […]

valid and authorized? Why or why not? No, U.S. Bank should not have had to prove that the indorsements on the Bass note were valid and authorized. Under the UCC, an indorsement is presumed to be authentic and authorized until […]

1 Chapter 26 holder seeking payment of a negotiable instrument learns that a defense to payment exists or that another party has a prior claim to the instrument. In such situations, it becomes important for the person seeking payment to […]

B-1 know how it got there. The Indiana Court of Appeals affirmed that part of the trial court’s judgment discharging the note. The state intermediate appellate court explained that “Mary Ann’s possession of the original note marked ‘Paid’ raises the […]

on the note and pointing to the following evidence. • The note did not state or otherwise indicate that Evans would be personally responsible for the debt. • The note used the singular term “Maker.” • Above the signature lines […]

1 Chapter 27 opposed to liability on the underlying contract. This chapter includes a review of some of the defenses that parties may have against payment on negotiable instruments and some of the ways in which parties can be discharged […]

Yes, because hackers have succeeded in gaining entry to various parts of the Cloud. Once they obtain banking information, they can sell this information to criminals who can use it as part of an identity theft operation. Of course, paper […]

© 2018 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. B-1 celed Kruser’s card if it had been timely notified of the December unauthorized […]

CHAPTER 28: BANKING IN THE DIGITAL AGE 13 2. Check Collection between Customers of the Same Bank An item payable by the depositary (payor) bank that receives it—an “on–us item”—that is not dishonored by the opening of the second banking […]

1 Chapter 28 Banking in the Digital Age INTRODUCTION Article 3 and Article 4 of the Uniform Commercial Code (UCC) govern checks. The extent to which any party is either charged with or discharged from liability on a check is […]

© 2018 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. B-1 such alteration.” Whether an alteration in a guaranty contract is material depends on […]

1 Chapter 29 Creditors’ Rights and Remedies INTRODUCTION Historically, debtors and their families were punished for any inability to pay debts, including involuntary servitude and imprisonment. Today, of course, the legal system helps and protects debtors and their families. This […]

course the judgment debtor may believe that “being taken by surprise” is unfair to her or him. If, though, a judgment debtor has moved across state lines with the obvious intent to avoid paying debts due any court judgment as […]

14 UNIT SIX: CREDITORS’ RIGHTS AND BANKRUPTCY • Fixed-rate mortgage—a standard mortgage with a fixed rate of interest. Payments are the same for its duration. The interest rate may be based on the borrower’s credit history, credit score, income, and […]

tion to dismiss may be based on any of several grounds. In this case, the motion was based on the court’s lack of venue due to the forum–selection clause in the parties’ contract. It was not relevant to this motion […]

to an entry of dismissal or default judgment—upon parties who fail to comply with requests during discovery. The sanction chosen “is left to the sound discretion of the trial court.” The court recognized that the right to be heard is […]

1 Chapter 3 In discussing the material in this chapter, students might be reminded that more than 90 percent of legal controversies are settled before going to trial. And it might be emphasized that most of the judicial procedures discussed […]

© 2018 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. by the debtor.” The court added, “There is no question that the financing statement […]

1 Chapter 30 Thus, a key to understanding a secured transaction is viewing it from a creditor’s perspective. From this perspec– tive, basic questions are: (1) If a debtor defaults, does the creditor have an enforceable security interest in the […]

to recover the unpaid amount of the price? Discuss. Yes, under the circumstances, it is ethical for GRB to enforce its security interest in the ring to recover the unpaid amount of the price. Steven granted a valid security interest […]

dismissal by showing cause. Here, the debts were not primarily consumer debts, and the debtor’s ability to pay was not adequate cause for dismissal. Therefore, the court denied the trustee’s and the FDIC’s motion. The court did, however, declare that […]

1 Chapter 31 Bankruptcy Law INTRODUCTION Bankruptcy law is designed to accomplish two main goals: to provide relief and protection to debtors who have “gotten in over their heads” and to provide a fair means of distributing a debtor’s assets […]

receive educational loans through private lenders, and private lenders can say no to borrowers if the risk is too high. If borrowers could routinely have their student loan debts discharged in bankruptcy, lenders would be less willing to make loans […]

18 UNIT SIX: CREDITORS’ RIGHTS AND BANKRUPTCY their first schedules, or they should satisfactorily explained why it was not mentioned at that time (or in the amendments)—because it had not yet been in existence, for example, or its omission had […]

1 Chapter 32 One of the most common, important, and pervasive legal relationships is that of agency. In an agency relationship between two parties, one party (the agent) agrees to represent or act for the other (the principal). A principal […]

Why or why not? No, the contract provision that required Five Star to be available to service the members of AAA does not support Coker’s argument that Five Star was not an independent contractor. This provision does not give AAA […]

B-1 factors as to whether a party is an employee or an independent contractor, the court decided that they were “either indeterminate, because they were evenly balanced between the parties, or of marginal significance, because they were inapplicable to these […]

12 UNIT SEVEN: AGENCY AND EMPLOYMENT directs A, the new janitor, to leave boys alone. A does not touch the boys but puts broken glass at the place on the wall where boys customarily climb, in order to exclude them. […]

1 principal’s ethical duty to notify a third party could depend on the specific circumstances. But if a principal leads a third party reasonably to believe that an agency relationship exists, and the third party changes positions in reliance, it […]

law “‘[a]ctual authority is such as a principal intentionally confers upon the agent, or intentionally or by want of ordinary care, allows the agent to believe himself to possess.’ Here, FLB acqui– esced in its attorney’s actions, allowing the attorney […]

1 Chapter 33 Agency Liability and Termination INTRODUCTION Once a principal–agent relationship has been created, attention often focuses on the rights of third persons who deal with an agent. This chapter discusses the rights of third parties when they contract […]

1 Chapter 34 Employment, Immigration, and Labor Law INTRODUCTION Every business student should have a basic familiarity with general laws in the area of employment. This chapter looks at some of the significant laws that regulate employment and the workplace. […]

media sites, in contrast, are accessible by all employees, all suppliers, and perhaps more importantly, by all actual or potential customers. that fair to nonsmokers? If both groups are paid the same amount, the nonsmoker ends up working one hour […]

14 UNIT SEVEN: AGENCY AND EMPLOYMENT and attest that the hiring will not adversely affect other similarly employed workers. The form must be posted. An application may be rejected for omissions or inaccuracy. © 2018 Cengage Learning. All Rights Reserved. […]

B-1 employee is discharged in retaliation for his activities, and the discharge violates a clear mandate of public policy.” As to whether providing for the safety of air travel was public policy, the court declared it was “not willing to […]

14 UNIT SEVEN: AGENCY AND EMPLOYMENT Finding, among other things, that Ryan and Guagenti had been in a consensual romantic relationship at the time Guagenti was hired and that the certification requirement was a pretext on Ryan’s part to obtain […]

© 2018 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. qualified” if the disability poses a significant risk to the health or safety of […]

physiological differences but impose an equal burden of compliance on both men and women, requiring the same level of physical fitness of each.” The court reasoned that “men and women simply are not physiologically the same for the purposes of […]

1 Chapter 35 Employment Discrimination INTRODUCTION Only in recent decades have federal and state judicial decisions, administrative agency actions, and leg- islation restricted the ability of employers, as well as unions, to discriminate against workers on the basis of race, […]

online business venture. While sole proprietorships can “sell” a percentage of the business in such a manner, a preferred method would be to form a limited liability partnership (LLP) or a limited liability corporation (LLC), or even a regular corporation. […]

1 Chapter 36 are involved, the partnership and the corporation, with the limited liability company becoming increasingly popular. In this chapter, the basic features of sole proprietorships are briefed, and some of their advantages and disadvantages are spelled out. There […]

Alcoholic Beverages Franchise Act defined good faith as “the duty of any party to any franchise * * * to act in a fair and equitable manner toward each other so as to guarantee each party freedom from coercion or […]

© 2018 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. B-1 to be distributed. On dissolution of the partnership, any fiduciary duty that Weisglass […]

1 Chapter 37 All Forms of Partnerships INTRODUCTION The most common forms of business organization are the sole proprietorship and, when two or more persons are involved, the partnership and the corporation, with the limited liability company becoming increasingly popular. […]

another general partner (Bisno) than the limited partners were. Therefore, it might be considered fair to hold Coxeter liable for the fraud of his co-general partner, Bisno. It is not enough for Coxeter to claim he did not know about […]

must be keenly aware that some employees may be acting in a manner that is not only illegal but also morally indefensible. In today’s world, especially in the United States, what might have been acceptable behavior in the past is […]

1 Chapter 38 partnership and the limited liability of the corporation are explained, and some of their advantages and disadvantages are spelled out. This chapter also briefly reviews less common forms of business organization, including joint ventures, cooperatives, and others. […]

© 2018 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. B-1 a single enterprise for profit.” The court explained that a joint venture may […]

12 UNIT EIGHT: BUSINESS ORGANIZATIONS FINDING INFORMATION ON INCORPORATION REQUIREMENTS incorporation. (To locate your state’s Web site, go to http://www.statelocalgov.net.) Most state sites post guidelines or instructions on forming corporations (and other business entities), fee schedules, and frequently asked questions […]

1 Chapter 39 Corporate Formation and Financing INTRODUCTION A corporation exists only by statute. Generally, corporations exist only under state law, which can differ from state to state. The Model Business Corporation Act (MBCA), first published in 1946 and revised […]

employees does put a company into a bind. If its algorithm signals a “pre crime” that a current employee might commit, what action can that company take? Until an inappropriate or illegal act has been committed, the best that a […]

B-1 guarantees from the promoters. In the court’s view, the fact that the corporation was not ultimately named D&M, Inc., was a minor discrepancy that should not affect its determination that the parties intended to make the proposed corporation the […]

determined that, in playing a car sound system loud enough to violate the ordinance, Holland was not actually expressing himself. (He was only listening.) This meant that, as to Holland, the ordinance regulated only his conduct, not his expression. The […]

CHAPTER 4: BUSINESS AND THE CONSTITUTION 13 A public display of a religious symbol (such as the cross or a menorah) is not unconstitutional if the display includes a nonreligious symbol (reindeers, for example) or has historical significance (a war […]

1 Chapter 4 Business and the Constitution INTRODUCTION Many people assume that a government acts from a vague position of strength and can enact any regulation it deems necessary or desirable. This chapter emphasizes a different perspective from which to […]

Although many religions disapprove of same-sex relationships, treating same-sex partners less favorably than heterosexual employees with respect to employment benefits may lead to legal challenges and to disgruntled employees. The general public increasingly believes that homosexual couples should be entitled […]

16 UNIT EIGHT: BUSINESS ORGANIZATIONS statement and identify it in its form of proxy and provide means by which security holders can make the specification required by Rule 14a-4(b) [17 CFR 240.14a-4(b) ]. Notwithstanding the foregoing, the registrant shall not […]

1 Chapter 40 Corporate Directors, Officers, and Shareholders INTRODUCTION Sometimes, actions that benefit a corporation as a whole do not coincide with the separate interests of the individuals making up the corporation. In considering those situations, it is important for […]

investigations of their own to discover the full extent of any accused or potential bribery schemes. When a firm fails to cooperate with the investigating government agency, it can be severely punished. When Marubeni Corporation, a Japanese trading company, did […]

B-1 not a valid defense because “this claim came only after (1) defendants had ignored plaintiff’s initial written request, (2) . . . plaintiff was compelled to institute litigation, and [3] defendants had briefed and argued—unsuccessfully—a motion to dismiss plaintiff’s […]

tion and expect to receive the corporation’s benefits by way of salaries and bonuses. Thus, when employment is the only method of reimbursing the shareholders of a company, a minority owner that is fired is unable to recoup his or […]

1 Chapter 41 Mergers and Takeovers INTRODUCTION Typically, a corporation extends its operations by combining with another corporation through a merger, a consolidation, a purchase of assets, or a purchase of a controlling interest in the other corporation. This chapter […]

agreeing to sell the corporation for an unfair price can benefit shareholders when a breach actually occurred. For example, a conflict of interest among the directors, or their advisors or fiduciaries, might corrupt the merger process. This circumstance could lead […]

14 UNIT EIGHT: BUSINESS ORGANIZATIONS © 2018 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. into the possession of inside information relating to that […]

In that regard, it appears to the Court that disclosure of the fact that Defendants had not yet en- tered into a contract with IBM to design and build the Web site would certainly have been con- sidered an important […]

1 Chapter 42 Investor Protection, Insider Trading, and Corporate Governance INTRODUCTION After the stock market crash of 1929, Congress enacted the Securities Act of 1933, the Securities Exchange Act of 1934, and other legislation to require that investors be provided […]

© 2018 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. accountability and transparency in the financial system and its participants. To this end, the […]

1 Chapter 43 Administrative Agencies INTRODUCTION Previous chapters were concerned primarily with constraints on business arising from court decisions and state statutes. This unit deals primarily with constraints arising from federal statutes and administrative regulations. Most administrative agencies are part […]

successful in doing so before. Others may bring lawsuits that concern the independence of the Federal Communications Commission. In principle, a regulatory agency is not supposed to be influenced by the executive branch—that is why it is called independent. The […]

Yes. The court agreed that the decision was arbitrary and capricious. The record neither supported the NHTSA’s finding that the tire-quality regulations should be suspended nor explained why available alternatives could not correct many of the problems NHTSA had identified. […]

1 Chapter 44 Consumer Law INTRODUCTION Many federal and state administrative agencies are focused on what has become a vast area of government regulation—consumer protection. Consumer transactions broadly include transactions that involve an exchange of value for the purpose of […]

defer payment of a debt or to incur debts and defer its payment or to purchase property or services and defer payment therefore.” In view of this definition of credit, the court found that “[a]bsent a right to defer payment […]

that it is unethical to require RCTs to substantiate disease-related claims about food products because it is impossible to create a zero intake group for nutrients in an ethical manner is not a valid challenge to the FTC’s findings, conclusion, […]

strated harm, but only a risk of such harm. Because dioxin is an exceptionally hazardous sub- stance, and because the EPA had evidence that nearby dioxin levels were higher than ex- pected, the court held that an imminent and substantial […]

To reduce the risks at New York City’s John F. Kennedy International Airport (JFK), the Port Authority of New York and New Jersey, which operates JFK, obtained a permit from the U.S. Fish and Wildlife Service (FWS) to take (kill […]

1 Chapter 45 Environmental Protection INTRODUCTION Fifty years ago, there were only a handful of statutes and regulations, plus old common law concepts, governing the environment. Regulation was initially aimed at cleaning up damage to the environment. At the end […]

1 Chapter 46 Antitrust Law INTRODUCTION The basis of antitrust legislation is a desire to foster competition. Antitrust legislation was initially created, and continues to be enforced, because of our belief that competition leads to lower prices, more product information, […]

the market, McWane told its distributors that unless they bought all of their domestic fittings from McWane, they would lose their rebates and be cut off from purchases for twelve weeks. This was McWane’s “Full Support Program.” The Federal Trade […]

that “price discrimination means * * * a difference in price charged to different purchasers or customers of the discriminating seller for products of like grade or quality.” The court acknowl- edged that “[p]rice discrimination standing alone, however, is not […]

16 UNIT NINE: GOVERNMENT REGULATION purposes of an attempted monopolization claim, where the manufacturer had only a 39-percent market share in the markets for cigars and non-Cuban premium cigars, and there were no barriers to entry in markets). © 2018 […]

© 2015 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. B-1 * * * It is enough that the maker of the representation intends […]

death suit against the hit-and-run driver who was responsible for the death of the children’s father. It is possible that she could have won a significant amount of damages in that lawsuit for the children’s sake. Because of the attorney’s […]

1 Chapter 47 Professional Liability and Accountability INTRODUCTION This chapter gives an overview of the standards imposed on accountants and auditors, as well as other professionals, and should be of great interest to students planning to sit for the Certified […]

B-1 assignment by the father of the note and deed to his wife by recording the assignment to her of the deed of trust. “The assignment mentioned the note as well.” The court compared the deliv- ery of the note […]

12 UNIT TEN: PROPERTY AND ITS PROTECTION In August 1992, in Columbus-America Discovery Group, Inc. v. Atlantic Mutual Insurance Co., 974 F.2d 450 (4th Cir. 1992), the U.S. Court of Appeals for the Fourth Circuit overturned the decision. Holding that […]

CHAPTER 48 PERSONAL PROPERTY AND BAILMENTS ANSWER TO CRITICAL THINKING QUESTION IN THE FEATURE DIGITAL UPDATE—CRITICAL THINKING How might a couple who enjoy purchasing virtual and digital goods together avoid property division issues in the event of a divorce? Couples […]

1 Chapter 48 Personal Property and Bailments INTRODUCTION Property consists of the legally protected rights and interests a person has in anything with an ascertainable value that is subject to ownership. Property would have little value if the law did […]

14 UNIT TEN: PROPERTY AND ITS PROTECTION The Fair Housing Act The Fair Housing Act of 1968 (42 U.S.C. Sections 3601–3631) is part of the Civil Rights Act of 1968, one of the three comprehensive civil rights laws that were […]

B-1 over a uniform route, (3) continuous and uninterrupted for 10 years, (4) adverse to the owner of the land sought to be subjected; and (5) with the knowledge of such owner at a time when he was able in […]

because a simple refusal to pay based on something less would represent an unnecessary risk to the existence of the life estate. Whatever the reason, however, it does not seem that it should have influenced the court’s decision in this […]

1 Chapter 49 Real Property and Landlord-Tenant Law INTRODUCTION This chapter examines the ways in which ownership rights in property can be held; the nature of ownership rights in real property; the legal requirements for the transfer of real property, […]

1 Chapter 5 Business Ethics INTRODUCTION Among the concepts examined in this chapter are the nature of business ethics and the relationship between ethics and the law. Because of this relationship, a careful study of business law will help your […]

equipment or business operations of [Elm City].” The court also awarded Elm City $461,239 in compensatory damages, $300,000 in punitive damages, and $100,000 in attorney’s fees. The defendants’ appeal went to the Connecticut Supreme Court, which upheld the injunction and […]

12 UNIT ONE: THE LEGAL ENVIRONMENT OF BUSINESS CASE SYNOPSIS— Case 5.2: Al–Dabagh v. Case Western Reserve University published several articles and won a special award for “Honors with Distinction in Research.” But he sexually harassed fellow students, often asked […]

spent on work-related electronic communications for which they are not paid. Under the FLSA, managers are normally not eligible for overtime pay. But what about employees who are, in fact, covered by the overtime rules of the FLSA? If an […]

existence of an insurable interest is a primary concern in determining liability under an insurance policy. Without an insurable interest, there is no enforceable contract. An insurable interest is required for the enforcement of the contract because the contract would […]

1 Chapter 50 Insurance INTRODUCTION This chapter discusses topics related to the concept of private ownership of property: insurance. Individuals and businesses establish plans to protect their personal and financial interests against events that threaten to under– mine their security. […]

terial misrepresentation by claiming that there had been no change in his health status between the time of the application and the time that he received the policies. Material misrepresentation allows for cancellation of the policy by the insurer with […]

take control of the assets of Zeigler’s estate. Among other things, she sold Zeigler’s home with- out obtaining an appraisal or attempting to realize the best price. She co-mingled some of the estate funds (the proceeds from the sale of […]

1 Chapter 51 Wills and Trusts INTRODUCTION This chapter is concerned with the law related to wills and trusts. On death, title to a decedent’s property must vest in someone. A decedent can direct the passage of property after death […]

Lucas would take the entire estate, and if she died, the estate would pass to her beneficiaries— not to the caveators. If the entire will was revoked, however, then Marion Peterson would be deemed to have died intestate—without a valid […]

CHAPTER 6: TORT LAW 13 1. Failure to Return Goods Failing to return goods is conversion even if the owner consented to the original taking. 2. Intention Believing one is entitled to the property is not a defense. Thus, someone […]

Internet service providers (ISPs) from liability for user-generated content that they host. Also, domain name registrars and Web hosting companies such as GoDaddy.com do enjoy a safe harbor for user-generated content that they host, even when the content might be […]

1 Chapter 6 Tort Law INTRODUCTION Your students may enjoy reading this, and the next, chapter—they should see a relationship between society’s interest in compensating injured parties and its interest in taking steps against those who cause the injuries. It […]

physical injury. “In addition to the wounds inflicted by the bite, the appellee’s physical injuries include sleeplessness, loss of appetite, and other physical manifestations accompanying the emotional distress suffered by the appellee.” Emphasizing that the officer had been exposed to […]

1 potentially serious harm to persons or property—a risk that cannot be completely guarded against by the exercise of reasonable care. Chapter 7 important cause of action on which product liability is based. Product liability is also covered. Strict Liability […]

© 2018 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 1 the time of the accident on which this action was based. According to […]

B-1 consumer would expect when used in an intended or reasonably foreseeable manner. (The court declined to use its previous standard—the “reasonable manufacturer” test—under which the focus was on the reasonableness of the manufacturer’s motives and conduct in placing the […]

B-1 products, used for similar purposes.” As for the “marketing channels used by the two merchants”—the third factor considered by the court—”a jury could find * * * that Stanard utilizes a completely different marketing channel than Nike.” The court […]

not? No, a ban on software patents would not be fair to software companies. Nearly all the high-demand products in the United States today—smartphones, tablets, cameras, laptops— include software. Software patents are extremely valuable. Companies should have the right to […]

1 Chapter 8 Intellectual Property Rights INTRODUCTION Laws protecting patents, trademarks, and copyrights are designed to protect and reward inventive and artistic creativity. These laws limit the economic freedom of some individuals, but they protect the freedom of others to […]

CHAPTER 8: INTELLECTUAL PROPERTY RIGHTS 13 • The trend is not to extend copyright protection to programs’ “look and feel” (general appearance, menus, windows, and other displays). Trademark laws may apply, however. IV. Trade Secrets Some business processes and information […]

16 UNIT TWO: TORTS AND CRIMES “hackers” who have posted code-cracking programs on the Internet so that DVDs can be copied numerous times. APPLYING THE DIGITAL MILLENNIUM COPYRIGHT ACT OF 1998 Almost as soon as encryption technology was used to […]

GALLO,’ while Spider Webs has no intellectual property interest in the name . . . . Furthermore, the domain name . . . does not include the legal name of Spider Webs . . . or of its partners . […]

media platforms? Probably not, given that the company itself is providing the social media networking system for only its employees. Courts generally would be more accepting of employer monitoring of such internal networks. And, most employees would have no expectation […]

Chapter 9 Internet Law, Social Media, and Privacy INTRODUCTION A start-up software company finds that there are others who have similar business and domain names. What options do they have for resolving the conflict? The protection of intellectual property relating […]

a profit for its owners. Others might propose that a business take a number of stakeholders’ perspectives into account when deciding on a course of action. Still others might assert that a business has a responsibility to act chiefly in […]

might not have been a need for a divorce or a division of property. There are other consequences of the parties’ actions that should be considered. For example, domestic contributions to the marital household and home should be weighed in […]

ethical duty of a business may be projected to require the use of the latest technology. The business’s obligation may also be extended to cover the prevention of potential harm to customers and employees by imposing liability for their lost […]

strictly regulated but neither activity is illegal. Gambling can cause health and economic problems—“social and economic harms,” as the attorney general of New York refers to them—for individuals and their families, particularly when gambling becomes addictive. To this extent, it […]

community for entering into contracts with foreign parties. Common standards can make transactions efficient and certain, leading to greater growth and further success. Of course, the commercial environment is constantly changing, and standards must be adapted to continually facilitate trade. […]

Ethical conduct begins with an informed awareness of the risks associated with the use of virtual currency. These include hacking, theft, and fraud. But there are other risk-related factors that should be taken into account—it does not have legal tender […]

medical positions, law enforcement, childcare, professions involved in service to the disabled, and volunteer service (for such organizations as the Peace Corps and VISTA). These are listed in the feature. Individuals in other occupations that can qualify their members for […]

small business can then access better employees and gives those employees motivation to work harder and be more productive. Offering health insurance to employees can thus be seen as part of a business’s responsibility to compete effectively in its market […]

at least to local languages and cultures. Common local methods of payment should also be considered. Noted in the feature is the European practice of paying for orders with wire transfers. This should be offered as a payment option on […]

coal, oil, and gas—are necessary to human activity. They constitute the largest share of the world’s energy supply. They provide power for transport and electricity. And these resources are the raw materials for many useful products—plastics, cosmetics, and medicines, for […]