Business Law: The Ethical, Global, and E-Commerce Environment

Title
Contents
Part 1 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
		Other Schools of Jurisprudence
		The Functions of Law
		Legal Reasoning
		Case Law Reasoning
		Statutory Interpretation
		Limits on the Power of Courts
		APPENDIX: Reading and Briefing Cases
	2 The Resolution of Private Disputes
		State Courts and Their Jurisdiction
		Courts of Limited Jurisdiction
		Trial Courts
		Appellate Courts
		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
		The Evolution of the Constitution and the Role of the 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, or Discrimination against, Interstate Commerce
		Federal Preemption
		The Takings Clause
	4 Business Ethics, Corporate Social Responsibility, Corporate Governance, and Critical Thinking
		Why Study Business Ethics?
		The Corporate Social Responsibility Debate
		Ethical Theories
		Rights Theory
		Justice Theory
		Utilitarianism
		Profit Maximization
		Guidelines for Ethical Decision Making
		What Facts Impact My Decision?
		What Are the Alternatives?
		Who Are the Stakeholders?
		How Do the Alternatives Impact Society as a Whole?
		How Do the Alternatives Impact My Firm?
		How Do the Alternatives Impact Me, the Decision Maker?
		What Are the Ethics of Each Alternative?
		What Are the Practical Constraints of Each Alternative?
		What Course of Action Should Be Taken and How Do We Implement It?
		Knowing When to Use the Guidelines
		Thinking Critically
		Non Sequiturs
		Appeals to Pity
		False Analogies
		Begging the Question
		Argumentum ad Populum
		Bandwagon Fallacy
		Argumentum ad Baculum
		Argumentum ad Hominem
		Argument from Authority
		False Cause
		The Gambler’s Fallacy
		Reductio ad Absurdum
		Appeals to Tradition
		The Lure of the New
		Sunk Cost Fallacy
		Common Characteristics of Poor Decision Making
		Failing to Remember Goals
		Overconfidence
		Complexity of the Issues
		Resisting Requests to Act Unethically
		Recognizing Unethical Requests and Bosses
		Buying Time
		Find a Mentor and a Peer Support Group
		Find Win-Win Solutions
		Work within the Firm to Stop the Unethical Act
		Prepare to Lose Your Job
		Leading Ethically
		Be Ethical Be Ethical
		Communicate the Firm’s Core Ethical Values
		Connect Ethical Behavior with the Firm’s and Workers’ Best Interests
		Reinforce Ethical Behavior
Part 2 Crimes and Torts
	5 Crimes
		Role of the Criminal Law
		Nature of Crimes
		Purpose of the Criminal Sanction
		Essentials of Crime
		Criminal Procedure
		Criminal Prosecutions: An Overview
		Role of Constitutional Safeguards
		The Fourth Amendment
		The Fifth Amendment
		The Sixth Amendment
		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
		The Sarbanes–Oxley Act
		Bribery and Giving of Illegal Gratuities
		RICO
		Computer Crime
	6 Intentional Torts
		Interference with Personal Rights
		Battery
		Assault
		Intentional 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
		Duty and Breach of Duty
		Causation of Injury
		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 3Torts
		Injurious Falsehood
		Interference with Contractual Relations
		Interference with Prospective Advantage
		Lanham Act Section 43(a)
Part 3 Contracts
	9 Introduction to Contracts
		The Nature of Contracts
		The Functions of Contracts
		The Evolution of Contract Law
		The Methods of Contracting
		Basic Elements of a Contract
		Basic Contract Concepts and Types
		Bilateral and Unilateral Contracts
		Valid, Unenforceable, 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
		Influence of 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
		Which Terms Are Included in the Offer?
		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
		Preexisting Duties
		Past Consideration
		Exceptions to the Consideration Requirement
		Promissory Estoppel
		Promises to Pay Debts Barred by Statutes of Limitations
		Promises to Pay 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 Statute
		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 Contract Enforcement
		Overview of the Statute of Frauds
		History and Purposes
		Effect of Violation of the Statute of Frauds
		Contracts Covered by the 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
		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
4 Sales
	19 Formation and Terms of Sales Contracts
		Sale of Goods
		Leases
		Merchants
		Code Requirements
		Terms of Sales Contracts
		Gap Fillers
		Price 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
	20 Product Liability
		The Evolution of Product Liability Law
		The 19th Century
		The 20th and 21st Centuries
		The Current Debate over 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
		Time Limitations
		Damages in Product Liability Cases
		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
		Preemption and Regulatory Compliance?
	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 5Nondelivery
		Damages for Defective Goods
		Buyer’s Right to Specific Performance
		Buyer and Seller Agreements as to Remedies
Part 5 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
		Legal Responsibilities of Finders
		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
		Documents of Title
		Warehouse Receipts
		Bills of Lading
		Duty of Care
		Negotiation of Document of Title
		Rights Acquired by Negotiation
		Warranties of Tansferor of Document of Title
	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
		Rights 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
	27 Insurance Law
		Nature and Benefits of Insurance Relationships
		Insurance Policies as Contracts
		Interested Parties
		Offer, Acceptance, and Consideration
		Effect of Insured’s Misrepresentation
		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?
		Bad Faith Breach of Insurance Contract
Part 6 Credit
	28 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 Development of Mortgages
			Form, Execution, and Recording
			Rights and Liabilities
			Foreclosure
			Right of Redemption
			Recent Developments Concerning Foreclosures
			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
	29 Security Interests in Personal Property
		Article 9
		Security Interests under the Code
		Security Interests
		Types of Collateral
		Obtaining a Security Interest
		Attachment of the Security Interest
		Attachment
		The Security Agreement
		Future Advances
		After-Acquired Property
		Proceeds
		Perfecting the Security Interest
		Perfection
		Perfection by Public Filing
		Possession by Secured Party as Public Notice
		Control
		Perfection by Attachment/Automatic Perfection
		Motor Vehicles
		Fixtures
		Priority Rules
		Importance of Determining Priority
		General Priority Rules
		Purchase Money Security Interest 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
	30 The Bankruptcy Code
		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 Farmers and Fishermen
		Relief for Family Farmers and Fishermen
		Chapter 13: Consumer Debt Adjustments
		Relief for Individuals
		Procedure
		Discharge
		Advantages of Chapter 13
			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 7 Commercial Paper
	31 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
	32 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
		Irregular and Incomplete Instruments
		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 for Consumer Credit Transactions
		Consumer Disadvantages
		State Consumer Protection Legislation
		Federal Trade Commission Regulation
	33 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
		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
		Irregular and Incomplete Instruments
		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 for Consumer Credit Transactions
		Consumer Disadvantages
		State Consumer Protection Legislation
		Federal Trade Commission Regulation
	34 Checks and Electronic Transfers
		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
		Check 21
		Transfers Wire Electronic Electronic Transfers
			Funds Transfer Act
Part 8 Agency Law
	35 The Agency Relationship
		Creation of an Agency
		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 Act of the Parties
		Termination by Operation of Law
		Termination of Agency Powers Given as Security
		Effect of Termination on Agent’s Authority
	36 Third-Party Relations of the Principal and the Agent
		Contract Liability of the Principal
		Express Authority
		Implied Authority
		Apparent Authority
		Agent’s Notification and Knowledge
		Ratification
		Contracts Made by Subagents
		Contract Liability of the Agent
		The Nature of the Principal
		Liability of Agent by Agreement
		Implied Warranty of Authority
		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 9 Partnerships
	37 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
		Partnerships
		Creation of Partnerships
		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
		Partner’s Partnership Interest
		Partner’s Transferable Interest
		Effect of Partnership Agreement
	38 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
		When Unanimous Partners’ Agreement Required
		Joint Ventures and Mining Partnerships
		Effect of Partnership Agreement
		Liability for Torts and Crimes
		Torts
		Tort Liability and Limited Liability Partnerships
		Crimes
		Lawsuits by and against Partnerships and Partners
		Limited Liability Partnerships
	39 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
		Effect of LLP Status
		Buyout of Dissociated Partners
		Partners Joining an Existing Partnership
		Liability of New Partners
	40 Limited Liability Companies, Limited Partnerships, and Limited Liability Limited Partnerships
		Limited Liability Companies
		Tax Treatment of LLCs
		Formation of LLCs
		Members’ Rights and Liabilities
		Members’ Dissociations and LLC Dissolution
		Limited Partnerships and Limited Liability Limited Partnerships
		The Uniform Limited Partnership Acts
		Use of Limited Partnerships and LLLPs
		Creation of Limited Partnerships and LLLPs
		Creation of LLLPs
		Defective Compliance with Limited Partnership Statute
		Rights and Liabilities of Partners in Limited Partnerships or LLLPs
		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
		Partner Who Is Both a General Partner and a Limited Partner
		Partners’ Dissociations and Limited Partnership Dissolution 999
		Partners’ Dissociations
		Limited Partnership Dissolutions
		Mergers and Conversions
Part 10 Corporations
	41 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
	42 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
	43 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
		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
		Board Opposition to Acquisition of Control of a Corporation
		Duties of Loyalty
		Conflicting Interest 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
	44 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
	45 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
		Regulation FD
		Criminal Liability
		Tender Offer Regulation
		Private Acquisition of Shares
		State Regulation of Tender Offers
		State Securities Law
		Registration of Securities
	46 Legal and Professional Responsibilities of Auditors, Consultants, and Securities Professionals
		General Standard of Performance
		Professionals’ Liability to Clients
		Contractual Liability
		Tort Liability
		Breach of Trust
		Securities Law
		Professionals’ Liability to Third Persons: Common Law
		Negligence and Negligent Misrepresentation
		Fraud
		Professionals’ Liability to Third Parties: Securities Law
		Securities Act of 1933
		Securities Exchange Act of 1934
		State Securities Law
		Securities Analysts’ Conflicts of Interest
		Limiting Professionals’ 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
			SOX Section 404
			Ownership of Working Professional–Client Privilege Part 11 Regulation of 47 Administrative Agencies Origins of Administrative 11 Papers
Part 11 Regulation of Business
	47 Business
		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
		Regulations That Preempt Private Lawsuits?
	48 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
		Do-Not-Call Registry
		Magnuson-Moss Warranty Act
		Truth in Lending Act
		Fair Credit Reporting Act
		FACT Act and the Identity Theft Problem
		Equal Credit Opportunity Act
		Fair Credit Billing Act
		Fair Debt Collection Practices Act
		Product Safety Regulation
	49 Antitrust: The Sherman Act
		The Antitrust Policy Debate
		Chicago School Theories
		Traditional Antitrust Theories
		Effect of Chicago School Notions
		Jurisdiction, Types of 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
		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
		Monopolization
		Attempted Monopolization
		Conspiracy to Monopolize
	50 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
		Jurisdiction
		Section 2(a)
		Defenses to Section 2(a) Liability
		Indirect Price Discrimination
		Buyer Inducement of Discrimination
		Antitrust Exceptions and Exemptions
		Statutory Exemptions
		State Action Exemption
		The Noerr–Pennington Doctrine
		Patent Licensing
		Foreign Commerce
	51 Employment Law
		Legislation Protecting Employee Health, Safety, and Well-Being
		Workers’ Compensation
		The Occupational Safety and Health Act
		The Family and Medical Leave Act
		Legislation Protecting Wages, Pensions, and Benefits
		Social Security
		Unemployment Compensation
		ERISA
		The Fair Labor Standards Act
		Collective Bargaining and Union Activity
		Equal Opportunity Legislation
		The Equal Pay Act
		Title VII
		Basic Features of Title VII
		Race or Color Discrimination
		National Origin Discrimination
		Religious Discrimination
		Sex Discrimination
		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
		Records and References
		Employer Monitoring
		Job Security
		The Doctrine of Employment at Will
		The Common Law Exceptions
	52 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
		Permits
		Enforcement
		Automobile Pollution
		Climate Change
		Water Pollution
		Background
		Early Federal Legislation
		Clean Water Act
		Discharge Permits
		Water Quality Standards
		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
Appendix A The Constitution of appendix a the United States of America
Appendix B The appendix Uniform Commercial Code, Articles 2, 2A, b 3, 4, 7, and 9
Glossary
Index