Business Law and the Regulatory Environment: Concepts and Cases

Tittle
Contents
Part One Foundations of American Law
	1 The Nature of Law
		Types and Classifications of Law
			The Types of Law
			Priority Rules
			Classifications of Law
			Jurisprudence
			Legal Positivism
			Natural Law
			American Legal Realism
			Sociological Jurisprudence
			Comparing the Schools
			The Functions of Law
			Legal Reasoning
			Case Law Reasoning
			Statutory Interpretation
			Limits on the Powers of Courts
			Appendix: Reading and Briefing Cases
	2 The Resolution of Private Disputes
		State Courts and Their Jurisdiction
		Courts of Limited Jurisdiction
		Trial Courts
		State Appeals Courts
		State Court Jurisdiction and Venue
		Federal Courts and Their Jurisdiction
		Federal District Courts
		Specialized Federal Courts
		Federal Courts of Appeals
		The U.S. Supreme Court
		Civil Procedure
		Service of the Summons
		The Pleadings
		Motion to Dismiss
		Discovery
		Summary Judgment
		The Pretrial Conference
		The Trial
		Appeal
		Enforcing a Judgment
		Class Actions
		Alternative Dispute Resolution
		Common Forms of ADR
		Other ADR Devices
	3 Business and the Constitution
		An Overview of the U.S. Constitution
		Supreme Court
		The Coverage and Structure of This Chapter
		State and Federal Power to Regulate
		State Regulatory Power
		Federal Regulatory Power
		Independent Checks on the Federal Government and the States
		Incorporation
		Government Action
		Means-Ends Tests
		Business and the First Amendment
		Due Process
		Equal Protection
		Independent Checks Applying Only to the States
		The Contract Clause
		Burden on Interstate Commerce
		Federal Preemption
		The Takings Clause
	4 Business Ethics, Corporate Social Responsibility, and the Control and Governance of Corporations
		The Debate over the Large Corporation
		The Plan of This Chapter
		Does Business Ethics Make Any Sense?
		Moral Relativism
		Psychological Egoism
		Ethical Egoism
		Some Ethical Background
		Deontological and Consequentialist Ethical Theories
		Rights Theories
		Utilitarianism
		Ethical Theory and the Corporate Social Responsibility Debate
		Ethical Supports for Profit Maximization
		Ethical Supports for the Critics’ Position
		Practical Problems with the Defenders’ Position
		Markets and Other Private Forces
		The Law
		Practical Problems with the Critics’ Position
		Responses from within the Business Community
		The Corporate Governance Agenda
		Summary and Conclusions
Part Two Crimes and Torts
	5 Crimes
		The Criminal Law
			Nature of Crime
			Purpose of the Criminal Sanction
			Essentials of Crime
			Criminal Procedure
			Criminal Prosecutions
			Constitutional Safeguards
			White-Collar Crimes and the Dilemmas of Corporate Control
			Introduction
			Evolution of Corporate Criminal Liability
			Corporate Criminal Liability Today
			Individual Liability for Corporate Crime
			New Directions
			Important White-Collar Crimes
			Regulatory Offenses
			Fraudulent Acts
			Bribery and Giving of Illegal Gratuities
			RICO
			Computer Crime
	6 Intentional Torts
		Interference with Personal Rights
		Battery
		Assault
		Infliction of Emotional Distress
		False Imprisonment
		Defamation
		Invasion of Privacy
		Misuse of Legal Proceedings
		Deceit (Fraud)
		Interference with Property Rights
		Trespass to Land
		Private Nuisance
		Conversion
		Other Examples of Intentional Tort Liability
	7 Negligence and Strict Liability
		Negligence
		Breach of Duty
		Injury
		Causation
		Res Ipsa Loquitur
		Negligence Defenses
		Strict Liability
		Abnormally Dangerous Activities
		Statutory Strict Liability
		Tort Reform
	8 Intellectual Property and Unfair Competition
		Protection of Intellectual Property
		Patents
		Copyrights
		Trademarks
		Trade Secrets
		Definition of a Trade Secret
		Ownership and Transfer of Trade Secrets
		Misappropriation of Trade Secrets
			Commercial Torts
			Injurious Falsehood
			Interference with Contractual Relations
			Interference with Prospective Advantage
			Lanham Act Section 43(a)
Part Three Contracts
	9 Introduction to Contracts
		The Nature of Contracts
			The Functions of Contracts
			The Evolution of Contract Law
			The Methods of Contracting
			Basic Contract Concepts and Types
			Bilateral and Unilateral Contracts
			Valid, Enforceable, Voidable, and Void Contracts
			Express and Implied Contracts
			Executed and Executory Contracts
			Sources of Law Governing Contracts
			The Uniform Commercial Code: Origin and Purposes
			Application of Article 2
			Application of the Common Law of Contracts
			Law Governing “Hybrid” Contracts
			Relationship of the UCC and the Common Law of Contracts
			Basic Differences in the Nature of Article 2 and the Common Law of Contracts
			Restatement (Second) of Contracts
			“Noncontract” Obligations
			Quasi-Contract
			Promissory Estoppel
	10 The Agreement: Offer
		Requirements for an Offer
		Intent to Contract
		Definiteness of Terms
		Communication to Offeree
		Special Offer Problem Areas
		Advertisements
		Rewards
		Auctions
		Bids
		Termination of Offers
		Terms of the Offer
		Lapse of Time
		Revocation
		Rejection
		Death or Insanity of Either Party
		Destruction of Subject Matter
		Intervening Illegality
	11 The Agreement: Acceptance
		What Is an Acceptance?
		Intention to Accept
		Intent and Acceptance on the Offeror’s Terms
		Communication of Acceptance
		When Is Acceptance Communicated?
		Acceptances by Instantaneous Forms of Communication
		Acceptances by Noninstantaneous Forms of Communication
		Stipulated Means of Communication
		Special Acceptance Problem Areas
		Acceptance in Unilateral Contracts
		Acceptance in Bilateral Contracts
		Silence as Acceptance
		Acceptance When a Writing Is Anticipated
		Acceptance of Ambiguous Offers
		Who Can Accept an Offer?
	12 Consideration
		Elements of Consideration
		Legal Value
		Bargained-For Exchange
		Exchanges That Fail to Meet Consideration Requirements
		Illusory Promises: Not Legal Value
		Preexisting Duties
		Past Consideration
		Exceptions to the Consideration Requirement
		Promissory Estoppel
		Promises to Pay Debts Barred by Statutes of Limitations
		Debts Barred by Bankruptcy Discharge
		Charitable Subscriptions
	13 Reality of Consent
		Effect of Doctrines Discussed in This Chapter
		Necessity for Prompt and Unequivocal Rescission
		Misrepresentation and Fraud
		Relationship between Misrepresentation and Fraud
		Requirements for Rescission on the Ground of Misrepresentation
		Mistake
		Nature of Mistake
		Requirements for Mutual Mistake
		Requirements for Unilateral Mistake
		Duress
		Nature of Duress
		Requirements for Duress
		Economic Duress
		Undue Influence
		Nature of Undue Influence
		Determining Undue Influence
	14 Capacity to Contract
		What is Capacity?
		Effect of Lack of Capacity
		Capacity of Minors
		Minors’ Right to Disaffirm
		Period of Minority
		Emancipation
		Time of Disaffirmance
		Ratification
		Duties upon Disaffirmance
		Effect of Misrepresentation of Age
		Capacity of Mentally Impaired Persons
		Theory of Incapacity
		Test for Mental Incapacity
		The Effect of Incapacity Caused by Mental Impairment
		Contracts of Intoxicated Persons
		Intoxication and Capacity
	15 Illegality
		Meaning of Illegality
		Determining Whether an Agreement Is Illegal
		Agreements in Violation of Statutes
		Agreements Declared Illegal by Statute
		Agreements That Violate the Public Policy of a Statute
		Agreements That May Be in Violation of Public Policy Articulated by Courts
		Agreements in Restraint of Competition
		Exculpatory Clauses
		Family Relationships and Public Policy
		Unfairness in Agreements: Contracts of Adhesion and Unconscionable Contracts
		Unconscionability
		Contracts of Adhesion
		Effect of Illegality
		General Rule: No Remedy for Breach of Illegal Agreements
		Exceptions
	16 Writing
		The Significance of Writing in Contract Law
		Purposes of Writing
		Writing and E-Commerce
		Writing and Contract Enforcement
		Overview of the Statute of Frauds
		History and Purposes
		Effect of Violation of the Statute of Frauds
		Contracts Covered by Statute of Frauds
		Collateral Contracts
		Interest in Land
		Contracts That Cannot be Performed within One Year
		Sale of Goods for $500 or More
		Promise of Executor or Administrator to Pay a Decedent’s Debt Personally
		Contract in Which Marriage Is the Consideration
		Meeting the Requirements of the Statute of Frauds
		Nature of the Writing Required
		UCC: Alternative Means of Satisfying the Statute of Frauds in Sale of Goods Contracts
		Promissory Estoppel and the Statute of Frauds
		The Parol Evidence Rule
		Explanation of the Rule
		Scope of the Parol Evidence Rule
		Admissible Parol Evidence
		Interpretation of Contracts
	17 Rights of Third Parties
		Assignment of Contracts
		Nature of Assignment of Rights
		Creating an Assignment
		Assignability of Rights
		Nature of Assignee’s Rights
		Subsequent Assignments
		Successive Assignments
		Assignor’s Warranty Liability to Assignee
		Delegation of Duties
		Nature of Delegation
		Delegable Duties
		Language Creating a Delegation
		Assumption of Duties by Delegatee
		Discharge of Delegator by Novation
		Third-Party Beneficiaries
		Intended Beneficiaries versus Incidental Beneficiaries
		Vesting of Beneficiary’s Rights
	18 Performance and Remedies
		Conditions
		Nature of Conditions
		Types of Conditions
		Creation of Express Conditions
		Excuse of Conditions
		Performance of Contracts
		Level of Performance Expected of the Promisor
		Good Faith Performance
		Breach of Contract
		Effect of Material Breach
		Determining the Materiality of the Breach
		Anticipatory Repudiation
		Recovery by a Party Who Has Committed Material Breach Excuses for Nonperformance
		Impossibility
		Frustration of Venture
		Commercial Impracticability
		Other Grounds for Discharge
		Discharge by Mutual Agreement
		Discharge by Accord and Satisfaction
		Discharge by Waiver
		Discharge by Alteration
		Discharge by Statute of Limitations
		Discharge by Decree of Bankruptcy
		Remedies for Breach of Contract
		Types of Contract Remedies
		Interests Protected by Contract Remedies
		Legal Remedies (Damages)
		Equitable Remedies
		Restitution
Part Four Sales
	19 Formation and Terms of Sales Contracts
		Sale of Goods
			Leases
			Merchants
			Code Requirements
			Terms of the Contract
			General Terms
			Quantity Terms
			Output and Needs Contracts
			Exclusive Dealing Contracts
			Time for Performance
			Delivery Terms
			Title
			Passage of Title
			Importance of Title
			Title and Third Parties
			Obtaining Good Title
			Transfers of Voidable Title
			Buyers in the Ordinary Course of Business
			Entrusting of Goods
			Risk of Loss
			Terms of the Agreement
			Shipment Contracts
			Destination Contracts
			Goods in the Possession of Third Parties
			Risk Generally
			Effect of Breach on Risk of Loss
			Insurable Interest
			Sales on Trial
			Sale on Approval
			Sale or Return
			Sale on Consignment
			Bulk Transfers
			Bulk Transfer Legislation
			Notice to Creditors
			Statute of Limitations
			Current Developments
	20 Product Liability
		The Evolution of Product Liability Law
		The 19th Century
		The 20th Century
		The Current “Crisis” in Product Liability Law
		Theories of Product Liability Recovery
		Express Warranty
		Implied Warranty of Merchantability
		Implied Warranty of Fitness
		Negligence
		Strict Liability
		The Restatement (Third)
		Other Theories of Recovery
		Industrywide Liability
		Time Limitations
		Damages in Product Liability Suits
		The No-Privity Defense
		Tort Cases
		Warranty Cases
		Disclaimers and Remedy Limitations
		Implied Warranty Disclaimers
		Express Warranty Disclaimers
		Disclaimers of Tort Liability
		Limitation of Remedies
		Defenses
		The Traditional Defenses
		Comparative Principles
	21 Performance of Sales Contracts
		General Rules
		Good Faith
		Course of Dealing
		Usage of Trade
		Modification
		Waiver
		Assignment
		Delivery
		Basic Obligation
		Place of Delivery
		Seller’s Duty of Delivery
		Inspection and Payment
		Buyer’s Right of Inspection
		Payment
		Acceptance, Revocation, and Rejection
		Acceptance
		Effect of Acceptance
		Revocation of Acceptance
		Buyer’s Rights on Improper Delivery
		Rejection
		Right to Cure
		Buyer’s Duties after Rejection
		Assurance, Repudiation, and Excuse
		Assurance
		Anticipatory Repudiation
		Excuse
	22 Remedies for Breach of Sales Contracts
		Agreements as to Remedies
		Statute of Limitations
		Seller’s Remedies
		Remedies Available to an Injured Seller
		Cancellation and Withholding of Delivery
		Resale of Goods
		Recovery of the Purchase Price
		Damages for Rejection or Repudiation
		Seller’s Remedies Where Buyer Is Insolvent
		Seller’s Right to Stop Delivery
			Liquidated Damages
			Buyer’s Remedies
			Buyer’s Remedies in General
			Buyer’s Right to Cover
			Incidental Damages
			Consequential Damages
			Damages for Nondelivery
			Damages for Defective Goods
			Buyer’s Right to Specific Performance
			Buyer and Seller Agreements as to Remedies
Part Five Property
	23 Personal Property and Bailments
		Nature of Property
			Classifications of Property
			Personal Property versus Real Property
			Tangible versus Intangible Personal Property
			Public and Private Property
			Acquiring Ownership of Personal Property
			Production or Purchase
			Possession of Unowned Property
			Rights of Finders of Lost, Mislaid, and Abandoned Property
			Leasing
			Gifts
			Conditional Gifts
			Uniform Transfers to Minors Act
			Will or Inheritance
			Confusion
			Accession
			Bailments
			Nature of Bailments
			Elements of a Bailment
			Creation of a Bailment
			Types of Bailments
			Special Bailments
			Duties of the Bailee
			Duty of Bailee to Take Care of Property
			Bailee’s Duty to Return the Property
			Bailee’s Liability for Misdelivery
			Limits on Liability
			Right to Compensation
			Bailor’s Liability for Defects in the Bailed Property
			Special Bailments
			Common Carriers
			Hotelkeepers
			Safe-Deposit Boxes
			Involuntary Bailments
	24 Real Property
		Scope of Real Property
		Fixtures
		Rights and Interests in Real Property
		Estates in Land
		Co-Ownership of Real Property
		Interests in Real Property Owned by Others
		Easements
		Creation of Easements
		Profits
		Licenses
		Restrictive Covenants
		Acquisition of Real Property
		Acquisition by Purchase
		Acquisition by Gift
		Acquisition by Will or Inheritance
		Acquisition by Tax Sale
		Acquisition by Adverse Possession
		Transfer by Sale
		Steps in a Sale
		Contracting with a Real Estate Broker
		Contract of Sale
		Fair Housing Act
		Deeds
		Form and Execution of Deed
		Recording Deeds
		Methods of Assuring Title
		Seller’s Responsibilities regarding the Quality of Residential Property
		Implied Warranty of Habitability
		Duty to Disclose Hidden Defects
		Other Property Condition-Related Obligations of Real Property Owners and Possessors
		Expansion of Premises Liability
		Americans with Disabilities Act
		Land Use Control
		Nuisance Law
		Eminent Domain
		Zoning and Subdivision Laws
		Land Use Regulation and Taking
	25 Landlord and Tenant
		Leases and Tenancies
		Nature of Leases
		Types of Tenancies
		Execution of a Lease
		Rights, Duties, and Liabilities of the Landlord
		Landlord’s Rights
		Landlord’s Duties
		Landlord’s Responsibility for Condition of Leased Property
		Landlord’s Tort Liability
		Rights, Duties, and Liabilities of the Tenant
		Rights of the Tenant
		Duty to Pay Rent
		Duty Not to Commit Waste
		Assignment and Subleasing
		Tenant’s Liability for Injuries to Third Persons
		Termination of the Leasehold
		Eviction
			Agreement to Surrender
			Abandonment
	26 Estates and Trusts
		The Law of Estates and Trusts
		Estate Planning
		Wills
		Right of Disposition by Will
		Nature of a Will
		Common Will Terminology
		Testamentary Capacity
		Execution of a Will
		Incorporation by Reference
		Informal Wills
		Joint and Mutual Wills
		Construction of Wills
		Limitations on Disposition by Will
		Revocation of Wills
		Codicils
		Advance Directives: Planning for Disability
		Living Wills
		Durable Power of Attorney
		Durable Power of Attorney for Health Care
		Federal Law and Advance Directives
		Intestacy
		Characteristics of Intestacy Statutes
		Special Rules
		Simultaneous Death
		Administration of Estates
		The Probate Estate
		Determining the Existence of a Will
		Selecting a Personal Representative
		Responsibilities of the Personal Representative
		Trusts
		Nature of a Trust
		Trust Terminology
		Why People Create Trusts
		Creation of Express Trusts
		Charitable Trusts
		Totten Trusts
		Powers and Duties of the Trustee
		Liability of Trustee
		Spendthrift Trusts
		Termination and Modification of a Trust
		Implied and Constructive Trusts
Part Six Credit
	27 Introduction to Credit and Secured Transactions
		Credit
			Unsecured Credit
			Secured Credit
			Development of Security
			Security Interests in Personal Property
			Security Interests in Real Property
			Suretyship and Guaranty
			Sureties and Guarantors
			Creation of Principal and Surety Relation
			Defenses of a Surety
			Creditor’s Duties to Surety
			Subrogation, Reimbursement, and Contribution
			Liens on Personal Property
			Common Law Liens
			Statutory Liens
			Characteristics of Liens
			Foreclosure of Lien
			Security Interests in Real Property
			Historical Developments of Mortgages
			Form, Execution, and Recording
			Rights and Liabilities
			Foreclosure
			Right of Redemption
			Deed of Trust
			Land Contracts
			Mechanic’s and Materialman’s Liens
			Rights of Subcontractors and Materialmen
			Basis for Mechanic’s or Materialman’s Lien
			Requirements for Obtaining Lien
			Priorities and Foreclosure
			Waiver of Lien
	28 Security Interests in Personal Property
		Article 9
		Security Interests under the Code
		Security Interests
		Obtaining a Security Interest
		Attachment of the Security Interest
		Attachment
		The Security Agreement
		Future Advances
		After-Acquired Property
		Proceeds
		Assignment/Waiver of Defenses
		Perfecting the Security Interest
		Perfection
		Perfection by Public Filing
		Possession by Secured Party as Public Notice
		Perfection by Attachment/Automatic Perfection
		Motor Vehicles
		Fixtures
		Removal of Collateral
		Priority Rules
		Importance of Determining Priority
		General Priority Rules
		Purchase Money Security Interests in Inventory
		Purchase Money Security Interest in Noninventory Collateral
		Rationale for Protecting Purchase Money Security Interests
		Buyers in the Ordinary Course of Business
		Artisan’s and Mechanic’s Liens
		Liens on Consumer Goods Perfected by Attachment/Automatic Perfection
		Fixtures
		Default and Foreclosure
		Default
		Right to Possession
		Sale of the Collateral
		Consumer Goods
		Distribution of Proceeds
		Liability of Creditor
		Constitutional Requirements in Regard to Repossession
	29 Bankruptcy
		The Bankruptcy Act
		Bankruptcy Proceedings
		Liquidations
		Reorganizations
		Family Farms
		Consumer Debt Adjustments
		The Bankruptcy Courts
		Chapter 7: Liquidation Proceedings
		Petitions
		Involuntary Petitions
		Automatic Stay Provisions
		Order of Relief
		Meeting of Creditors and Election of Trustee
		Duties of the Trustee
		The Bankruptcy Estate
		Exemptions
		Avoidance of Liens
		Preferential Payments
		Preferential Liens
		Transactions in the Ordinary Course of Business
		Fraudulent Transfers
		Claims
		Allowable Claims
		Secured Claims
		Priority Claims
		Distribution of the Debtor’s Estate
		Discharge in Bankruptcy
		Discharge
		Objections to Discharge
		Acts That Bar Discharge
		Nondischargeable Debts
		Reaffirmation Agreements
		Dismissal for Substantial Abuse
		Chapter 11: Reorganizations
		Reorganization Proceeding
		Use of Chapter 11
		Collective Bargaining Agreements
		Chapter 12: Family Farms
		Relief for Family Farmers
		Chapter 13: Consumer Debt Adjustments
		Relief for Individuals
		Procedure
		Discharge
		Advantages of Chapter 13
Part Seven Commercial Paper
	30 Negotiable Instruments
		Nature of Negotiable Instruments
			Uniform Commercial Code
			Negotiable Instruments
			Negotiability
			Kinds of Negotiable Instruments
			Promissory Notes
			Certificates of Deposit
			Drafts
			Checks
			Benefits of Negotiable Instruments
			Rights of an Assignee of a Contract
			Rights of a Holder of a Negotiable Instrument
			Formal Requirements for Negotiability
			Basic Requirements
			Importance of Form
			In Writing
			Signed
			Unconditional Promise or Order
			Requirement of a Promise or Order
			Promise or Order Must Be Unconditional
			Fixed Amount of Money
			Fixed Amount
			Payable in Money
			Payable on Demand or at a Definite Time
			Payable on Demand
			Payable at a Definite Time
			Payable to Order or Bearer
			Special Terms
			Additional Terms
			Ambiguous Terms
	31 Negotiation and Holder in Due Course
		Negotiation
		Nature of Negotiation
		Formal Requirements for Negotiation
		Nature of Indorsement
		Wrong or Misspelled Name
		Checks Deposited without Indorsement
		Transfer of Order Instrument
		Indorsements
		Effects of an Indorsement
		Kinds of Indorsements
		Rescission of Indorsement
		Holder in Due Course
		General Requirements
		Holder
		Value
		Good Faith
		Overdue or Dishonored
		Notice of Unauthorized Signature or Alteration
		Notice of Claims
		Notice of Defenses and Claims in Recoupment
		Irregular and Incomplete Instruments
		Payee as Holder in Due Course
		Shelter Rule
		Rights of a Holder in Due Course
		Claims and Defenses Generally
		Importance of Being a Holder in Due Course
		Real Defenses
		Personal Defenses
		Claims to the Instrument
		Claims in Recoupment
		Changes in the Holder in Due Course Rule
		Consumer Disadvantages
		State Consumer Protection Legislation
		Federal Trade Commission Regulation
	32 Liability of Parties
		Liability in General
		Contractual Liability
		Primary and Secondary Liability
		Obligation of a Maker
		Obligation of a Drawee or an Acceptor
		Obligation of a Drawer
		Obligation of an Indorser
		Obligation of an Accommodation Party
		Signing an Instrument
		Signature by an Authorized Agent
		Unauthorized Signature
		Contractual Liability in Operation
		Presentment of a Note
		Presentment of a Check or a Draft
		Time of Presentment
		Warranty Liability
		Transfer Warranties
		Presentment Warranties
		Payment or Acceptance by Mistake
		Operation of Warranties
		Other Liability Rules
		Negligence
		Impostor Rule
		Fictitious Payee Rule
		Comparative Negligence Rule Concerning Impostors and Fictitious Payees
		Fraudulent Indorsements by Employees
		Conversion
		Discharge of Negotiable Instruments
		Discharge of Liability
		Discharge by Payment
		Discharge by Cancellation
		Altered Instruments; Discharge by Alteration
		Discharge of Indorsers and Accommodation Parties
	33 Checks and Documents of Title
		The Drawer-Drawee Relationship
		Bank’s Duty to Pay
			Bank’s Right to Charge to Customer’s Account
			Stop-Payment Order
			Bank’s Liability for Payment after Stop-Payment Order
			Certified Check
			Cashier’s Check
			Death or Incompetence of Customer
			Forged and Altered Checks
			Bank’s Right to Charge Account
			Customer’s Duty to Report Forgeries and Alterations
			Check Collection and Funds Availability
			Check Collection
			Funds Availability
			Electronic Banking
			Electronic Funds Transfer Act
			Documents of Title
			Introduction
			Warehouse Receipts
			Bills of Lading
			Duty of Care
			Negotiation of Document of Title
			Rights Acquired by Negotiation
			Warranties of Transferor of Document of Title
Part Eight Agency Law
	34 The Agency Relationship
		Creation of an Agency and Related Subjects
			Formation
			Capacity
			Nondelegable Obligations
			Agency Concepts, Definitions, and Types
			Authority
			General and Special Agents
			Gratuitous Agents
			Subagents
			Employees and Independent Contractors
			Duties of Agent to Principal
			Agent’s Duty of Loyalty
			Agent’s Duty to Obey Instructions
			Agent’s Duty to Act with Care and Skill
			Agent’s Duty to Notify the Principal
			Agent’s Duties to Account
			Duties of Principal to Agent
			Duty to Compensate Agent
			Duties of Reimbursement and Indemnity
			Termination of an Agency
			Termination by Acts of the Parties
			Termination by Operation of Law
			Termination of Agency Powers Given as Security
			Effect of Termination on Agent’s Authority
	35 Third-Party Relations of the Principal and the Agent
		Contract Liability of the Principal
		Express Authority
		Implied Authority
		Apparent Authority
		Other Factors Affecting a Principal’s Contract Liability
		Ratification
		Contracts Made by Subagents
		Contract Liability of the Agent
		The Nature of the Principal
		Liability of Agent by Agreement
		Agent’s Liability on Unauthorized Contracts
		Contract Suits against Principal and Agent
		Tort Liability of the Principal
		Respondeat Superior Liability
		Direct Liability
		Liability for Torts of Independent Contractors
		Liability for Agent’s Misrepresentations
		Tort Liability of the Agent
		Tort Suits against Principal and Agent
Part Nine Partnerships
	36 Introduction to Forms of Business and Formation of Partnerships
		Choosing a Form of Business
			Sole Proprietorship
			Partnership
			Limited Liability Partnership
			Limited Partnership
			Limited Liability Limited Partnership
			Corporation
			Professional Corporation
			Limited Liability Company
			Franchising
			Partnerships
			Creation of Partnership
			RUPA Definition of Partnership
			Creation of Joint Ventures
			Creation of Mining Partnerships
			Creation of Limited Liability Partnerships
			Purported Partners
			Purporting to Be a Partner
			Reliance Resulting in a Transaction with the Partnership
			Effect of Purported Partnership
			Partnership Capital
			Partnership Property
			Examples
			Partners’ Partnership Interest
			Partner’s Transferable Interest
			Effect of Partnership Agreement
	37 Operation of Partnerships and Related Forms
		Duties of Partners to the Partnership and Each Other
		Having Interest Adverse to Partnership
		Competing against the Partnership
		Duty to Serve
		Duty of Care
		Duty to Act within Actual Authority
		Duty to Account
		Other Duties
		Joint Ventures and Mining Partnerships
		Compensation of Partners
		Profits and Losses
		Management Powers of Partners
		Individual Authority of Partners
		Special Transactions
		Disagreement among Partners: Ordinary Course of Business
		Effect of Partnership Agreement
		Unanimous Partners’ Agreement Required
		Joint Ventures and Mining Partnerships
		Liability for Torts and Crimes
		Torts
		Tort Liability and Limited Liability Partnerships
		Crimes
		Lawsuits by and against Partnerships and Partners
		Limited Liability Partnerships
	38 Partners’ Dissociation and Partnerships’ Dissolution and Winding Up
		Dissociation
		Nonwrongful Dissociation
		Wrongful Dissociation
		Acts Not Causing Dissociation
		Effect of Partnership Agreement
		Dissolution and Winding Up the Partnership Business
		Events Causing Dissolution and Winding Up
		Joint Ventures and Mining Partnerships
		Performing Winding Up
		Partner’s Authority during Winding Up
		Distribution of Dissolved Partnership’s Assets
		Asset Distributions in a Limited Liability Partnership Termination
		When the Business Is Continued
		Successor’s Liability for Predecessor’s Obligations
		Dissociated Partner’s Liability for Obligations Incurred While a Partner
		Dissociated Partner’s Liability for Obligations Incurred after Leaving the Partnership
		Buyout of Dissociated Partners
		Partners Joining an Existing Partnership
		Liability of New Partners
	39 Limited Partnerships, Limited Liability Limited Partnerships, and Limited Liability Companies
		Limited Partnerships
		The Uniform Limited Partnership Acts
		Use of Limited Partnerships
		Creation of Limited Partnerships
		Defective Compliance with Limited Partnership Statute
			Foreign Limited Partnerships
			Rights and Liabilities of Partners in Limited Partnerships
			Rights and Liabilities Shared by General and Limited Partners
			Other Rights of General Partners
			Other Liabilities of General Partners
			Other Rights of Limited Partners
			Other Liabilities of Limited Partners
			Dissolution and Winding Up of a Limited Partnership
			Dissolution
			Winding Up
			Limited Liability Limited Partnerships
			Limited Liability Companies
			Tax Treatment of LLCs
			Formation of LLCs
			Owners of LLCs
			LLC as an Entity
			Management of LLCs
			Dissociation of Members and Dissolution of LLCs
Part Ten  Corporations
	40 History and Nature of Corporations
		History of Corporations
			American Corporation Law
			Classifications of Corporations
			Regulation of For-Profit Corporations
			State Incorporation Statutes
			State Common Law of Corporations
			Regulation of Nonprofit Corporations
			Regulation of Foreign and Alien Corporations
			Due Process Clause
			Commerce Clause
			Subjecting Foreign Corporations to Suit
			Taxation
			Qualifying to Do Business
			Regulation of a Corporation’s Internal Affairs
			Regulation of Foreign Nonprofit Corporations
			Piercing the Corporate Veil
			Nonprofit Corporations
	41 Organization and Financial Structure of Corporations
		Promoters and Preincorporation Transactions
		Corporation’s Liability on Preincorporation Contracts
		Promoter’s Liability on Preincorporation Contracts
		Obtaining a Binding Preincorporation Contract
		Preincorporation Share Subscriptions
		Relation of Promoter and Prospective Corporation
		Liability of Corporation to Promoter
		Incorporation
		Steps in Incorporation
		Close Corporation Elections
		Defective Attempts to Incorporate
		De Jure Corporation
		De Facto Corporation
		Corporation by Estoppel
		Liability for Defective Incorporation
		Modern Approaches to the Defective Incorporation Problem
		Incorporation of Nonprofit Corporations
		Liability for Preincorporation Transactions
		Financing For-Profit Corporations
		Equity Securities
		Authorized, Issued, and Outstanding Shares
		Options, Warrants, and Rights
		Debt Securities
		Consideration for Shares
		Quality of Consideration for Shares
		Quantity of Consideration for Shares
		Share Subscriptions
		Issuance of Shares
		Transfer of Shares
		Restrictions on Transferability of Shares
		Financing Nonprofit Corporations
	42 Management of Corporations
		Corporate Objectives
		Corporate Powers
		Purpose Clauses in Articles of Incorporation
		Powers of Nonprofit Corporations
		The Board of Directors
		Board Authority under Corporation Statutes
		Committees of the Board
		Powers, Rights, and Liabilities of Directors as Individuals
		Election of Directors
		Vacancies on the Board
		Removal of Directors
		Directors’ Meetings
		Officers of the Corporation
		Managing Close Corporations
		Managing Nonprofit Corporations
		Directors’ and Officers’ Duties to the Corporation
		Acting within Authority
		Duty of Care
		Changes in the Duty of Care
		Board Opposition to Acquisition of Control of a Corporation
		Duties of Loyalty
		Interested Person Transactions
		Usurpation of a Corporate Opportunity
		Oppression of Minority Shareholders
		Trading on Inside Information
		Director’s Right to Dissent
		Duties of Directors and Officers of Nonprofit Corporations
		Corporate and Management Liability for Torts and Crimes
		Liability of the Corporation
		Directors’ and Officers’ Liability for Torts and Crimes
		Insurance and Indemnification
		Mandatory Indemnification of Directors
		Permissible Indemnification of Directors
		Insurance
		Nonprofit Corporations
	43 Shareholders’ Rights and Liabilities
		Shareholders’ Meetings
		Notice of Meetings
		Conduct of Meetings
		Shareholder Action without a Meeting
		Shareholders’ Election of Directors
		Straight Voting
		Cumulative Voting
		Classes of Shares
		Shareholder Control Devices
		Fundamental Corporate Changes
		Procedures Required
		Dissenters’ Rights
		Shareholders’ Inspection and Information Rights
		Preemptive Right
		Distributions to Shareholders
		Dividends
		Share Repurchases
		Ensuring a Shareholder’s Return on Investment
		Shareholders’ Lawsuits
		Shareholders’ Individual Lawsuits
		Shareholder Class Action Suits
		Shareholders’ Derivative Actions
		Defense of Corporation by Shareholder
		Shareholder Liability
		Shareholder Liability for Illegal Distributions
		Shareholder Liability for Corporate Debts
		Sale of a Control Block of Shares
		Shareholders as Fiduciaries
		Members’ Rights and Duties in Nonprofit Corporations
		Members’ Meeting and Voting Rights
		Member Inspection and Information Rights
		Distributions of Assets
		Resignation and Expulsion of Members
		Derivative Suits
		Dissolution and Termination of Corporations
		Winding Up and Termination
		Dissolution of Nonprofit Corporations
	44 Securities Regulation
		Purposes of Securities Regulation
		Securities and Exchange Commission
		SEC Actions
		What Is a Security?
		Securities Act of 1933
		Registration of Securities under the 1933 Act
		Mechanics of a Registered Offering
		Registration Statement and Prospectus
		Section 5: Timing, Manner, and Content of Offers and Sales
		Exemptions from the Registration Requirements of the 1933 Act
		Securities Exemptions
		Transaction Exemptions
		Intrastate Offering Exemption
		Private Offering Exemption
		Small Offering Exemptions
		Securities Offerings on the Internet
		Transaction Exemptions for Nonissuers
		Sale of Restricted Securities
		Consequence of Obtaining a Securities or Transaction Exemption
		Liability Provisions of the 1933 Act
		Liability for Defective Registration Statements
		Other Liability Provisions
		Criminal Liability
		Securities Exchange Act of 1934
		Registration of Securities under the 1934 Act
		Holdings and Trading by Insiders
		Proxy Solicitation Regulation
		Liability Provisions of the 1934 Act
		Liability for False Statements in Filed Documents
		Section 10(b) and Rule 10b-5
		Elements of a Rule 10b-5 Violation
		Criminal Liability
		Tender Offer Regulation
		Private Acquisitions of Shares
		State Regulation of Tender Offers
		The Foreign Corrupt Practices Act
		The Payments Prohibition
		Record-Keeping and Internal Controls Requirements
		State Securities Law
		Registration of Securities
	45 Legal and Professional Responsibilities of Accountants
		General Standard of Performance
		Accountants’ Liability to Clients
		Contractual Liability
		Tort Liability
		Breach of Trust
		Securities Law
		Accountants’ Liability to Third Persons: Common Law
		Negligence and Negligent Misrepresentation
		Fraud
		Accountants’ Liability to Third Parties: Securities Law
		Securities Act of 1933
		Securities Exchange Act of 1934
			State Securities Law
			Limiting Accountants’ Liability: Professional Corporations and Limited Liability Partnerships
			Qualified Opinions, Disclaimers of Opinion, Adverse Opinions, and Unaudited Statements
			Criminal, Injunctive, and Administrative Proceedings
			Criminal Liability under the Securities Laws
			Other Criminal Law Violations
			Injunctions
			Administrative Proceedings
			Securities Exchange Act Audit Requirements
			Ownership of Working Papers
			Accountant–Client Privilege
Part Eleven Regulation of Business
	46 Administrative Agencies
		Origins of Administrative Agencies
			Agency Creation
			Enabling Legislation
			Administrative Agencies and the Constitution
			Agency Types and Organization
			Agency Types
			Agency Organization
			Agency Powers and Procedures
			Nature, Types, and Source of Powers
			Investigative Power
			Rulemaking Power
			Adjudicatory Power
			Controlling Administrative Agencies
			Presidential Controls
			Congressional Controls
			Judicial Review
			Information Controls
			Freedom of Information Act
			Privacy Act of 1974
			Government in the Sunshine Act
			Issues in Regulation
			“Old” Regulation versus “New” Regulation
			“Captive” Agencies and Agencies’ “Shadows”
			Deregulation versus Reregulation
	47 The Federal Trade Commission Act and Consumer Protection Laws
		The Federal Trade Commission
		The FTC’s Powers
		FTC Enforcement Procedures
		Anticompetitive Behavior
		Deception and Unfairness
		Deception
		Unfairness
		Remedies
		Consumer Protection Laws
		Telemarketing and Consumer Fraud and Abuse Prevention Act
		The Magnuson-Moss Warranty Act
		Truth in Lending Act
		Consumer Leasing Act
		Fair Credit Reporting Act
		Equal Credit Opportunity Act
		Fair Credit Billing Act
		Fair Debt Collection Practices Act
		Product Safety Regulation
	48 Antitrust: The Sherman Act
		Preservation of Competition
		The Antitrust Policy Debate
		Chicago School Theories
		Traditional Antitrust Theories
		Effect of Chicago School Notions
		Jurisdiction, Types of Antitrust Cases, and Standing
		Jurisdiction
		Types of Cases and the Role of Pretrial Settlements
		Criminal Prosecutions
		Civil Litigation
		Standing
		Section 1—Restraints of Trade
		Concerted Action
		Problems Posed by Concerted Action Requirement
		Per Se Analysis
		“Rule of Reason” Analysis
		Horizontal Price-Fixing
		Vertical Price-Fixing
		Horizontal Divisions of Markets
		Vertical Restraints on Distribution
		Group Boycotts and Concerted Refusals to Deal
		Tying Agreements
		Reciprocal Dealing Agreements
		Exclusive Dealing Agreements
		Joint Ventures by Competitors
		Section 2—Monopolization
		Introduction
		Monopolization
		Attempted Monopolization
		Conspiracy to Monopolize
	49 The Clayton Act, the Robinson-Patman Act, and Antitrust Exemptions and Immunities
		Clayton Act Section 3
		Tying Agreements
		Exclusive Dealing Agreements
		Clayton Act Section 7
		Introduction
		Relevant Market Determination
		Horizontal Mergers
		Vertical Mergers
		Conglomerate Mergers
		Clayton Act Section 8
		The Robinson-Patman Act
		Background
		Jurisdiction
		Section 2(a)
		Defenses to Section 2(a) Liability
		Indirect Price Discrimination
		Buyer Inducement of Discrimination
		Antitrust Exceptions and Exemptions
		Introduction
		Statutory Exemptions
		State Action Exemption
		The Noerr–Pennington Doctrine
		Patent Licensing
		Foreign Commerce
	50 Employment Law
		Some Basic Employment Statutes
		Workers’ Compensation
		The Occupational Safety and Health Act
		Social Security
		Unemployment Compensation
		ERISA
		Labor Law
		The Fair Labor Standards Act
		The Family and Medical Leave Act
		The Equal Pay Act
		Title VII
		Basic Features of Title VII
		Race or Color Discrimination
		National Origin Discrimination
		Religious Discrimination
		Sex Discrimination
		Other Important Employment Discrimination Provisions
		Section 1981
		The Age Discrimination in Employment Act
		The Americans with Disabilities Act
		Executive Order 11246
		State Antidiscrimination Laws
		Employee Privacy
		Polygraph Testing
		Drug and Alcohol Testing
		Employer Searches
		Employer Monitoring
		Records and References
		Wrongful Discharge
		The Doctrine of Employment at Will
		The Common Law Exceptions
	51 Environmental Regulation
		Historical Perspective
		The Environmental Protection Agency
		The National Environmental Policy Act
		Air Pollution
		Background
		Clean Air Act
		Ambient Air Control Standards
		Acid Rain Controls
		Control of Toxic Air Pollutants
		New Source Controls
		Enforcement
		Automobile Pollution
		International Air Problems
		Indoor Air Pollution
		Radiation Control
		Water Pollution
		Background
		Early Federal Legislation
		Clean Water Act
		State Role
		Controls on Industrial Wastes
		Water Quality Standards
		Discharge Permits
		Enforcement
		Wetlands
		Ocean Dumping
		Drinking Water
		Waste Disposal
		Background
		The Resource Conservation and Recovery Act
		Underground Storage Tanks
		State Responsibilities
		Enforcement
		Solid Waste
		Superfund
		Community Right to Know and Emergency Cleanup
		Regulation of Chemicals
		Background
		Regulation of Agricultural Chemicals
		Toxic Substances Control Act
		Biotechnology
Part Twelve Special Topics
	52 The Legal Environment for International Business
		The Challenge of International Business
		Limitations on Trade
		Export Controls
		Import Controls
		Foreign Sales of Domestically Manufactured Products
		Regulation of International Sales Contracts
		Direct Sale to a Foreign Buyer
			Sales Abroad through a Distributor
			Liability of Carriers of Goods
			Licensing Foreign Manufacturers
			TRIPS Agreement
			Patents and Trade Secrets
			Copyright
			Trademarks
			Antitrust Problems
			Direct Foreign Investment
			Repatriation of Earnings and Investment
			Expropriation
			Off-Shore Banking and Other Uses of Tax Havens
			The Foreign Corrupt Practices Act
	53 Insurance
		Nature and Benefits of Insurance Relationships
		Insurance Policies as Contracts
		Interested Parties
		Offer, Acceptance, and Consideration
		Effect of Insured’s Misrepresentation
		Capacity of Parties
		Legality
		Form and Content of Insurance Contracts
		Performance and Breach by Insurer
		Property Insurance
		The Insurable Interest Requirement
		Covered and Excluded Perils
		Nature and Extent of Insurer’s Payment Obligation
		Right of Subrogation
		Duration and Cancellation of Policy
		Liability Insurance
		Types of Liability Insurance Policies
		Liabilities Insured Against
		Insurer’s Obligations
		Is There a Liability Insurance Crisis?
		Life Insurance
		Parties other than Insurer
		Insurable Interest
		Types of Life Insurance Policies
		Other Special Issues and Policy Provisions
		Health Insurance
		Nature of Coverage
		Insurer’s Payment Obligation
		Group Policies
		The Health Insurance Debate
		Bad Faith Breach of Insurance Contract
Glossary
Glossary of Spanish–English Equivalents for Important Legal Terms
Index