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Preface | |
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Table of Cases | |
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Table of Illustrations | |
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The Legal Environment of Business | |
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Introduction to Law | |
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Nature of Law | |
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Classification of Law | |
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Sources of Law | |
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Legal Analysis | |
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Business Ethics and the Social Responsibility of Business | |
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Law versus Ethics | |
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Ethical Theories | |
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Ethical Standards in Business | |
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Ethical Responsibilities of Business | |
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Legal Process | |
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The Court System | |
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The Federal Courts | |
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State Courts | |
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Jurisdiction | |
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Subject Matter Jurisdiction | |
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Jurisdiction over the Parties | |
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Civil Dispute Resolution | |
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Civil Procedure | |
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Alternative Dispute Resolution | |
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Constitutional Law | |
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Basic Principles of Constitutional Law | |
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Powers of Government | |
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Limitations on Government | |
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Administrative Law | |
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Operation of Administrative Agencies | |
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Limits on Administrative Agencies | |
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Criminal Law | |
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Nature of Crimes | |
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White-Collar Crime | |
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Crimes against Business | |
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Defenses to Crimes | |
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Criminal Procedure | |
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Intentional Torts | |
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Intent | |
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Harm to the Person | |
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Harm to the Right of Dignity | |
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Harm to Property | |
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Harm to Economic Interests | |
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Defenses to Intentional Torts | |
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Negligence and Strict Liability | |
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Negligence | |
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Breach of Duty of Care | |
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Proximate Cause | |
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Injury | |
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Defenses to Negligence | |
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Strict Liability | |
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Activities Giving Rise to Strict Liability | |
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Defenses to Strict Liability | |
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Contracts | |
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Introduction to Contracts | |
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Development of the Law of Contracts | |
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Definition of a Contract | |
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Requirements of a Contract | |
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Classification of Contracts | |
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Promissory Estoppel | |
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Quasi Contracts | |
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Mutual Assent | |
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Offer | |
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Essentials of an Offer | |
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Duration of Offers | |
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Acceptance | |
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Communication of Acceptance | |
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Variant Acceptances | |
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Conduct Invalidating Assent | |
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Duress | |
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Undue Influence | |
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Fraud | |
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Nonfraudulent Misrepresentation | |
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Mistake | |
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Consideration | |
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Legal Sufficiency | |
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Bargained-For Exchange | |
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Contracts without Consideration | |
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Illegal Bargains | |
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Violations of Statutes | |
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Violations of Public Policy | |
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Effect of Illegality | |
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Contractual Capacity | |
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Minors | |
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Incompetent Persons | |
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Intoxicated Persons | |
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Contracts in Writing | |
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Statute of Frauds | |
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Contracts within the Statute of Frauds | |
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Compliance with the Statute of Frauds | |
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Effect of Noncompliance | |
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Parol Evidence Rule | |
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The Rule | |
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Situations to Which the Rule Does Not Apply | |
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Supplemental Evidence | |
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Interpretation of Contracts | |
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Third Parties to Contracts | |
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Assignment of Rights | |
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Delegation of Duties | |
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Third-Party Beneficiary Contracts | |
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Performance, Breach, and Discharge | |
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Conditions | |
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Discharge by Performance | |
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Discharge by Breach | |
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Discharge by Agreement of the Parties | |
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Discharge by Operation of Law | |
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Remedies | |
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Interests Protected by Contract Remedies | |
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Monetary Damages | |
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Remedies in Equity | |
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Restitution | |
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Limitations on Remedies | |
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Agency | |
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Relationship of Principal and Agent | |
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Nature of Agency | |
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Creation of Agency | |
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Duties of Agent to Principal | |
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Duties of Principal to Agent | |
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Termination of Agency | |
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Relationship with Third Parties | |
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Relationship of Principal and Third Persons | |
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Contract Liability of the Principal | |
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Tort Liability of the Principal | |
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Criminal Liability of the Principal | |
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Relationship of Agent and Third Persons | |
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Contract Liability of Agent | |
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Tort Liability of Agent | |
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Rights of Agent against Third Person | |
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Sales | |
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Introduction to Sales and Leases | |
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Nature of Sales and Leases | |
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Definitions | |
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Fundamental Principles of Article 2 and Article 2A | |
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Formation of Sales and Lease Contracts | |
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Manifestation of Mutual Assent | |
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Consideration | |
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Form of the Contract | |
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Performance | |
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Performance by the Seller | |
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Performance by the Buyer | |
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Obligations of Both Parties | |
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Transfer of Title and Risk of Loss | |
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Transfer of Title | |
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Risk of Loss | |
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Sales of Goods in Bulk | |
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Products Liability: Warranties and Strict Liability in Tort | |
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Warranties | |
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Types of Warranties | |
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Obstacles to Warranty Actions | |
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Strict Liability in Tort | |
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Requirements of Strict Liability | |
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Obstacles to Recovery | |
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Remedies | |
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Remedies of the Seller | |
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Remedies of the Buyer | |
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Contractual Provisions Affecting Remedies | |
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Negotiable Instruments | |
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Form and Content | |
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Negotiability | |
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Types of Negotiable Instruments | |
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Formal Requirements of Negotiable Instruments | |
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Transfer | |
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Negotiation | |
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Indorsements | |
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Holder in Due Course | |
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Requirements of a Holder in Due Course | |
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Holder in Due Course Status | |
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The Preferred Position of a Holder in Due Course | |
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Limitations upon Holder in Due Course Rights | |
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Liability of Parties | |
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Contractual Liability | |
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Signature | |
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Liability of Primary Parties | |
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Liability of Secondary Parties | |
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Termination of Liability | |
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Liability Based on Warranty | |
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Warranties on Transfer | |
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Warranties on Presentment | |
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Bank Deposits, Collections, and Funds Transfers | |
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Bank Deposits and Collections | |
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Collection of Items | |
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Relationship between Payor Bank and Its Customer | |
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Electronic Funds Transfers | |
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Types of Electronic Funds Transfers | |
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Consumer Funds Transfers | |
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Wholesale Funds Transfers | |
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Unincorporated Business Associations | |
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Formation and Dissolution of General Partnerships | |
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Choosing a Business Association | |
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Factors Affecting the Choice | |
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Forms of Business Associations | |
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Formation of General Partnerships | |
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Nature of Partnership | |
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Formation of a Partnership | |
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Dissolution of General Partnerships | |
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Dissolution | |
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Winding Up | |
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Continuation after Dissolution | |
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Operation of General Partnerships | |
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Relationships among Partners | |
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Duties among Partners | |
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Rights among Partners | |
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Relationship between Partners and Third Parties | |
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Contracts of Partnership | |
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Torts and Crimes of Partnership | |
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Admissions of and Notice to a Partner | |
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Liability of Incoming Partner | |
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Limited Partnerships and Limited Liability Companies | |
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Limited Partnerships | |
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Limited Liability Companies | |
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Other Types of Unincorporated Business Associations | |
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Corporations | |
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Nature, Formation, and Powers | |
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Nature of Corporations | |
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Corporate Attributes | |
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Classification of Corporations | |
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Formation of a Corporation | |
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Organizing the Corporation | |
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Formalities of Incorporation | |
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Recognition or Disregard of Corporateness | |
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Defective Incorporation | |
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Piercing the Corporate Veil | |
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Corporate Powers | |
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Sources of Corporate Powers | |
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Ultra Vires Acts | |
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Liability for Torts and Crimes | |
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Financial Structure | |
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Debt Securities | |
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Authority to Issue Debt Securities | |
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Types of Debt Securities | |
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Equity Securities | |
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Issuance of Shares | |
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Classes of Shares | |
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Dividends and Other Distributions | |
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Types of Dividends and Other Distributions | |
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Legal Restrictions on Dividends and Other Distributions | |
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Declaration and Payment of Distributions | |
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Liability for Improper Dividends and Distributions | |
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Management Structure | |
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Corporate Governance | |
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Role of Shareholders | |
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Voting Rights of Shareholders | |
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Enforcement Rights of Shareholders | |
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Role of Directors and Officers | |
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Function of the Board of Directors | |
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Election and Tenure of Directors | |
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Exercise of Directors' Functions | |
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Officers | |
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Duties of Directors and Officers | |
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Fundamental Changes | |
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Charter Amendments | |
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Combinations | |
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Dissolution | |
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Debtor and Creditor Relations | |
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Secured Transactions and Suretyship | |
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Secured Transactions in Personal Property | |
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Essentials of Secured Transactions | |
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Classification of Collateral | |
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Attachment | |
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Perfection | |
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Priorities among Competing Interests | |
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Default | |
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Suretyship | |
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Nature and Formation | |
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Rights of Surety | |
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Defenses of Surety and Principal Debtor | |
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Bankruptcy | |
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Federal Bankruptcy Law | |
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Case Administration--Chapter 3 | |
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Creditors, the Debtor, and the Estate--Chapter 5 | |
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Liquidation--Chapter 7 | |
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Reorganization--Chapter 11 | |
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Adjustment of Debts of a Family Farmer--Chapter 12 | |
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Adjustment of Debts of Individuals--Chapter 13 | |
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Creditors' Rights and Debtor's Relief Outside of Bankruptcy | |
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Creditors' Rights | |
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Debtor's Relief | |
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Regulation of Business | |
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Protection of Intellectual Property | |
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Trade Secrets | |
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Trade Symbols | |
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Trade Names | |
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Copyrights | |
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Patents | |
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Antitrust | |
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Sherman Act | |
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Clayton Act | |
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Robinson-Patman Act | |
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Federal Trade Commission Act | |
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Consumer Protection | |
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State and Federal Consumer Protection Agencies | |
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Consumer Purchases | |
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Consumer Credit Transactions | |
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Creditors' Remedies | |
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Employment Law | |
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Labor Law | |
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Employment Discrimination Law | |
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Employee Protection | |
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Securities Regulation | |
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Securities Act of 1933 | |
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Definition of a Security | |
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Registration of Securities | |
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Exempt Securities | |
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Exempt Transactions for Issuers | |
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Exempt Transactions for Non-Issuers | |
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Liability | |
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Securities Exchange Act of 1934 | |
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Disclosure | |
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Liability | |
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Accountants' Legal Liability | |
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Common Law | |
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Federal Securities Law | |
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Environmental Law | |
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Common Law Actions for Environmental Damage | |
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Nuisance | |
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Trespass to Land | |
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Strict Liability for Abnormally Dangerous Activities | |
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Problems Common to Private Causes of Action | |
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Federal Regulation of the Environment | |
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The National Environmental Policy Act | |
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The Clean Air Act | |
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The Clean Water Act | |
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Hazardous Substances | |
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International Protection of the Ozone Layer | |
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International Business Law | |
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The International Environment | |
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Jurisdiction over Actions of Foreign Governments | |
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Transacting Business Abroad | |
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Forms of Multinational Enterprises | |
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Property | |
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Introduction to Property and Property Insurance | |
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Introduction to Property | |
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Kinds of Property | |
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Incidents of Property Ownership | |
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Personal Property | |
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Transfer of Title | |
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Concurrent Ownership | |
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Property Insurance | |
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Fire and Property Insurance | |
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Nature of Insurance Contracts | |
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Bailments and Documents of Title | |
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Bailments | |
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Essential Elements of a Bailment | |
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Rights and Duties of Bailor and Bailee | |
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Special Types of Bailments | |
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Documents of Title | |
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Types of Documents of Title | |
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Negotiability of Documents of Title | |
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Interests in Real Property | |
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Freehold Estates | |
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Leasehold Estates | |
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Concurrent Ownership | |
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Nonpossessory Interests | |
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Transfer and Control of Real Property | |
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Transfer of Real Property | |
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Contract of Sale | |
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Deeds | |
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Secured Transactions | |
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Adverse Possession | |
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Public and Private Controls | |
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Zoning | |
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Eminent Domain | |
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Private Restrictions upon Land Use | |
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Trusts and Decedents' Estates | |
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Trusts | |
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Types of Trusts | |
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Creation of Trusts | |
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Termination of a Trust | |
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Decedents' Estates | |
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Wills | |
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Intestate Succession | |
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Administration of Estates | |
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Appendices | |
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The Constitution of the United States of America | |
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Uniform Commercial Code | |
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Uniform Partnership Act | |
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Revised Model Business Corporation Act | |
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Dictionary of Legal Terms | |
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Index | |