Business Law, Alternate Edition

Front Cover
Title Page
Copyright
Contents
1 The Legal Environment of Business
	Chapter 1 Introduction to Law and Legal Reasoning
		Schools of Jurisprudential Thought
		Business Activities and the Legal Environment
		Sources of American Law
		The Common Law Tradition
		The Common Law Today
		Classifications of Law
		How to Find Primary Sources of Law
		How to Read and Understand Case Law
	Chapter 2 Courts and Alternative Dispute Resolution
		The Judiciary’s Role in American Government
		Basic Judicial Requirements
		The State and Federal Court Systems
		Alternative Dispute Resolution
		International Dispute Resolution
	Chapter 3 Court Procedures
		Procedural Rules
		Pretrial Procedures
		The Trial
		Posttrial Motions
		The Appeal
		Enforcing the Judgment
	Chapter 4 Constitutional Authority to Regulate Business
		The Constitutional Powers of Government
		Business and the Bill of Rights
		Due Process and Equal Protection
		Privacy Rights
	Chapter 5 Ethics and Business Decision Making
		Business Ethics
		Approaches to Ethical Reasoning
		How the Law Influences Business Ethics
		Making Ethical Business Decisions
		Business Ethics on a Global Level
		Unit One: Focus on Ethics: Ethics and the Legal Environment of Business
2 Torts and Crimes
	Chapter 6 Intentional Torts
		The Basis of Tort Law
		Intentional Torts against Persons
		Business Torts
		Intentional Torts against Property
		Cyber Torts
	Chapter 7 Negligence and Strict Liability
		Negligence
		Defenses to Negligence
		Special Negligence Doctrines and Statutes
		Strict Liability
	Chapter 8 Intellectual Property and Internet Law
		Trademarks and Related Property
		Cyber Marks
		Patents
		Copyrights
		Copyrights in Digital Information
		Trade Secrets
		International Protection for Intellectual Property
	Chapter 9 Criminal Law and Cyber Crime
		Civil Law and Criminal Law
		Classification of Crimes
		Criminal Liability
		Types of Crimes
		Defenses to Criminal Liability
		Criminal Procedures
		Cyber Crime
		Unit Two: Focus on Ethics: Ethics and Torts and Crimes
3 Contracts and E-Contracts
	Chapter 10 Nature and Terminology
		An Overview of Contract Law
		Elements of a Contract
		Types of Contracts
		Quasi Contracts
		Interpretation of Contracts
	Chapter 11 Agreement
		Requirements of the Offer
		Termination of the Offer
		Acceptance
		Technology and Acceptance Rules
	Chapter 12 Consideration
		Elements of Consideration
		Adequacy of Consideration
		Agreements That Lack Consideration
		Settlement of Claims
		Exceptions to the Consideration Requirement
	Chapter 13 Capacity and Legality
		Contractual Capacity
		Legality
	Chapter 14 Mistakes, Fraud, and Voluntary Consent
		Mistakes
		Fraudulent Misrepresentation
		Undue Influence
		Duress
		Adhesion Contracts and Unconscionability
	Chapter 15 The Statute of Frauds—Writing Requirement
		The Origins of the Statute of Frauds
		Contracts That Fall within the Statute of Frauds
		Sufficiency of the Writing
		The Parol Evidence Rule
		The Statute of Frauds in the International Context
	Chapter 16 Third Party Rights
		Assignments and Delegations
		Third Party Beneficiaries
	17 Performance and Discharge
		Conditions
		Discharge by Performance
		Discharge by Agreement
		Discharge by Operation of Law
	Chapter 18 Breach of Contract and Remedies
		Damages
		Rescission and Restitution
		Specific Performance
		Reformation
		Recovery Based on Quasi Contract
		Election of Remedies
		Waiver of Breach
		Contract Provisions Limiting Remedies
	Chapter 19 E-Contracts and E-Signatures
		Online Contract Formation
		E-Signatures
		The Uniform Electronic Transactions Act
		Unit Three: Focus on Ethics: Contract Law and the Application of Ethics
4 Domestic and International Sales and Lease Contracts
	Chapter 20 The Formation of Sales and Lease Contracts
		The Uniform Commercial Code
		The Scope of Article 2—The Sale of Goods
		The Scope of Article 2A—Leases
		The Formation of Sales and Lease Contracts
		Contracts for the International Sale of Goods
		Appendix to Chapter 20: An Example of a Contract for the International Sale of Coffee
	Chapter 21 Title, Risk, and Insurable Interest
		Identification
		When Title Passes
		Risk of Loss
		Insurable Interest
	Chapter 22 Performance and Breach of Sales and Lease Contracts
		Performance Obligations
		Obligations of the Seller or Lessor
		Obligations of the Buyer or Lessee
		Anticipatory Repudiation
		Remedies of the Seller or Lessor
		Remedies of the Buyer or Lessee
		Additional Provisions Affecting Remedies
		Dealing with International Contracts
	Chapter 23 Warranties and Product Liability
		Types of Warranties
		Overlapping Warranties
		Warranty Disclaimers and Limitations on Liability
		Product Liability
		Strict Product Liability
		Defenses to Product Liability
		Unit Four: Focus on Ethics: Domestic and International Sales and Lease Contracts
5 Negotiable Instruments
	Chapter 24 The Function and Creation of Negotiable Instruments
		Articles 3 and 4 of the UCC
		Types of Negotiable Instruments
		Requirements for Negotiability
		Factors Not Affecting Negotiability
	Chapter 25 Transferability and Holder in Due Course
		Negotiation
		Indorsements
		Miscellaneous Indorsement Problems
		Holder versus Holder in Due Course
		Requirements for HDC Status
		Holder through an HDC
	Chapter 26 Liability, Defenses, and Discharge
		Signature Liability
		Warranty Liability
		Defenses
		Discharge
	Chapter 27 Checks and Banking in the Digital Age
		Checks
		The Bank-Customer Relationship
		Honoring Checks
		Accepting Deposits
		Electronic Fund Transfers
		E-Money and Online Banking
		Unit Five: Focus on Ethics: Negotiable Instruments
6 Creditors’ Rights and Bankruptcy
	Chapter 28 Creditors’ Rights and Remedies
		Laws Assisting Creditors
		Suretyship and Guaranty
		Protection for Debtors
	Chapter 29 Secured Transactions
		The Terminology of Secured Transactions
		Creating a Security Interest
		Perfecting a Security Interest
		The Scope of a Security Interest
		Priorities
		Rights and Duties of Debtors and Creditors
		Default
	Chapter 30 Bankruptcy Law
		Bankruptcy Proceedings
		Liquidation Proceedings
		Reorganizations
		Bankruptcy Relief under Chapter 13 and Chapter 12
		Focus on Ethics: Creditors’ Rights and Bankruptcy
7 Agency and Employment
	Chapter 31 Agency Formation and Duties
		Agency Relationships
		Formation of the Agency Relationship
		Duties of Agents and Principals
		Rights and Remedies of Agents and Principals
	Chapter 32 Liability to Third Parties and Termination
		Scope of Agent’s Authority
		Liability for Contracts
		Liability for Torts and Crimes
		Termination of an Agency
	Chapter 33 Employment and Labor Law
		Employment at Will
		Wage and Hour Laws
		Labor Unions
		Worker Health and Safety
		Income Security, Pension, and Health Plans
		Family and Medical Leave
		Employee Privacy Rights
		The Law Governing Immigration
	Chapter 34 Employment Discrimination
		Title VII of the Civil Rights Act of 1964
		Discrimination Based on Age
		Discrimination Based on Disability
		Defenses to Employment Discrimination
		Affirmative Action
		State Laws Prohibiting Discrimination
		Unit Seven: Focus on Ethics: Agency and Employment
8 Business Organizations
	Chapter 35 Sole Proprietorships and Franchises
		Sole Proprietorships
		Franchises
		Franchise Termination
	Chapter 36 Partnerships and Limited Liability Partnerships
		Basic Partnership Concepts
		Partnership Formation
		Partnership Operation
		Dissociation of a Partner
		Partnership Termination
		Limited Liability Partnerships
		Limited Partnerships
	Chapter 37 Limited Liability Companies and Special Business Forms
		Limited Liability Companies
		Management of an LLC
		Dissociation and Dissolution of an LLC
		Special Business Forms
	Chapter 38 CORPORATIONS—Formation and Financing
		The Nature and Classification of Corporations
		Corporate Formation
		Defects in Formation and Corporate Status
		Corporate Powers
		Piercing the Corporate Veil
		Corporate Financing
	Chapter 39 CORPORATIONS—Directors, Officers, and Shareholders
		The Roles of Directors and Officers
		The Duties and Liabilities of Directors and Officers
		The Role of Shareholders
		Rights of Shareholders
		Liability of Shareholders
	Chapter 40 CORPORATIONS—Merger, Consolidation, and Termination
		Merger and Consolidation
		Purchase of Assets
		Purchase of Stock
		Termination
		Major Business Forms Compared
	Chapter 41 CORPORATIONS—Securities Law and Corporate Governance
		The Securities and Exchange Commission
		The Securities Act of 1933
		The Securities Exchange Act of 1934
		Corporate Governance
		State Securities Laws
		Online Securities Fraud
	Chapter 42 Law for Small Businesses
		The Importance of Legal Counsel
		Selecting an Appropriate Business Form
		The Limited Liability Company
		Creating the Business Entity
		Intellectual Property
		Raising Financial Capital
		Buy-Sell Agreements and Key-Person Insurance
		Contract Law and Small Businesses
		Employment Issues
		Unit Eight: Focus on Ethics: Business Organizations
9 Government Regulation
	Chapter 43 Administrative Law
		The Practical Significance of Administrative Law
		Agency Creation and Powers
		The Administrative Procedure Act
		Judicial Deference to Agency Decisions
		Agency Enforcement and Adjudication
		Limitations on Agency Powers
		Public Accountability
	Chapter 44 Consumer Law
		Deceptive Advertising
		Labeling and Packaging Laws
		Sales
		Credit Protection
		Consumer Health and Safety
	Chapter 45 Environmental Law
		Common Law Actions
		Federal, State, and Local Regulation
		Air Pollution
		Water Pollution
		Toxic Chemicals
		Section 6: Hazardous Wastes
	Chapter 46 Antitrust Law
		The Sherman Antitrust Act
		Section 1 of the Sherman Act
		Section 2 of the Sherman Act
		The Clayton Act
		Enforcement of Antitrust Laws
		Exemptions from Antitrust Law
		U.S. Antitrust Laws in the Global Context
		Unit Nine: Focus on Ethics: Government Regulation
10 Property
	Chapter 47 Personal Property and Bailments
		Personal Property versus Real Property
		Fixtures
		Acquiring Ownership of Personal Property
		Mislaid, Lost, and Abandoned Property
		Bailments
		Ordinary Bailments
		Special Types of Bailments
	Chapter 48 Real Property and Landlord-Tenant Relationships
		The Nature of Real Property
		Ownership and Other Interests in Real Property
		Transfer of Ownership
		Limitations on the Rights of Property Owners
		Landlord-Tenant Relationships
		Unit Ten: Focus on Ethics: Property
11 Special Topics
	Chapter 49 Insurance
		Insurance Terminology and Concepts
		The Insurance Contract
		Types of Insurance
	Chapter 50 Wills and Trusts
		Wills
		Intestacy Laws
		Trusts
		Other Estate-Planning Issues
	Chapter 51 Professional Liability and Accountability
		Potential Liability to Clients
		Potential Liability to Third Parties
		The Sarbanes-Oxley Act of 2002
		Potential Liability of Accountants under Securities Laws
		Potential Criminal Liability of Accountants
		Confidentiality and Privilege
	Chapter 52 International Law in a Global Economy
		International Law
		Doing Business Internationally
		Regulation of Specific Business Activities
		U.S. Laws in a Global Context
		Unit Eleven: Focus on Ethics: Special Topics
Appendix A: How to Brief Cases and Analyze Case Problems
Appendix B: The Constitution of the United States
Appendix C: The Uniform Commercial Code
Appendix D: The United Nations Convention on Contracts for the International Sale of Goods (Excerpts)
Appendix E: The Uniform Partnership Act (Excerpts)
Appendix F: The Revised Uniform Limited Partnership Act (Excerpts)
Appendix G: The Revised Model Business Corporation Act (Excerpts)
Appendix H: The Sarbanes-Oxley Act of 2002 (Excerpts and Explanatory Comments)
Appendix I: Sample Answers for End-of-Chapter Questions with Sample Answer
Glossary
Table of Cases
Index