Preface | p. xxi |
About the Authors | p. xxv |
Foundations of Law | p. 1 |
Introduction to Law | p. 3 |
What Is the Relationship among Law, Order, and Justice? | p. 4 |
The Law as an Artificial Language System | p. 6 |
The Origins of the Law of Business | p. 6 |
Why Study the Law of Business? | p. 6 |
What Are the Needs of a Legal System? | p. 7 |
What Are the Purposes of a Legal System? | p. 8 |
Jurisprudence | p. 11 |
Change in the Legal System | p. 14 |
What Are the Sources of Law in the U.S. Legal System? | p. 15 |
How Is the Law Classified? | p. 17 |
Legal Systems in Other Countries | p. 19 |
The Attorney-Client Relationship | p. 21 |
Summary | p. 22 |
Discussion Questions | p. 23 |
Case Problems and Writing Assignments | p. 23 |
Business Ethics | p. 27 |
Ethics and Morality | p. 28 |
Ethical Theories | p. 29 |
Consequential and Nonconsequential Principles | p. 29 |
A Synthesis for Ethical Decision Making | p. 32 |
The Game Theory of Business | p. 34 |
The Social Contract Theory | p. 37 |
The Changing Social Environment | p. 40 |
Problems with Business Ethics | p. 43 |
Multinational Ethics | p. 44 |
A Recommendation for Business | p. 45 |
Summary | p. 46 |
Discussion Questions | p. 47 |
Case Problems and Writing Assignments | p. 48 |
International Law | p. 53 |
Business in a Global Village | p. 54 |
Extraterritoriality: U.S. Laws, International Applications | p. 58 |
Free Trade Zones | p. 62 |
The General Agreement on Tariffs and Trade | p. 65 |
World Trade Organization | p. 66 |
Uncitral | p. 66 |
The International Organization for Standardization (ISO) | p. 67 |
Exports | p. 67 |
Imports | p. 67 |
Letters of Credit | p. 68 |
Information and Technology | p. 69 |
Nationalization | p. 70 |
Act of State Doctrine | p. 70 |
Sovereign Immunity | p. 71 |
Dispute Resolution | p. 73 |
Summary | p. 75 |
Discussion Questions | p. 76 |
Case Problems and Writing Assignments | p. 76 |
The American Legal System | p. 81 |
The American Legal System and Court Jurisdiction | p. 83 |
The Federal Constitution | p. 84 |
The Courts and Jurisdiction | p. 89 |
How to Find the Law | p. 102 |
Summary | p. 103 |
Discussion Questions | p. 104 |
Case Problems and Writing Assignments | p. 104 |
Constitutional Regulation of Business | p. 107 |
Historical Perspective | p. 108 |
Should Government Regulate Business? | p. 108 |
The Commerce Clause | p. 108 |
The Equal Protection Clause | p. 114 |
The Due Process Clause | p. 116 |
The Takings Clause | p. 118 |
The First Amendment/Commercial Speech | p. 121 |
Administrative Agencies | p. 125 |
Summary | p. 128 |
Discussion Questions | p. 128 |
Case Problems and Writing Assignments | p. 129 |
Dispute Resolution | p. 133 |
Overview | p. 134 |
Costs of Litigation | p. 134 |
The Problem | p. 135 |
Client's Interview with a Lawyer | p. 136 |
Investigation of the Facts | p. 137 |
Negotiation of a Settlement | p. 138 |
A Civil Suit | p. 139 |
The Need for Alternatives to a Civil Suit | p. 152 |
Negotiation | p. 153 |
Mediation | p. 154 |
Arbitration | p. 156 |
Minitrial | p. 161 |
Rent-a-Judge Trial | p. 161 |
Small Claims Court | p. 161 |
Summary | p. 162 |
Discussion Questions | p. 162 |
Case Problems and Writing Assignments | p. 163 |
Torts | p. 167 |
Objectives of Tort Law | p. 168 |
Theories of Tort Liability | p. 168 |
Intentional Torts | p. 169 |
Negligence | p. 178 |
Strict Liability | p. 181 |
Product Liability | p. 182 |
Tort Liability of Business Entities | p. 184 |
Summary | p. 185 |
Discussion Questions | p. 185 |
Case Problems and Writing Assignments | p. 186 |
Crimes and Business | p. 191 |
Why Study Criminal Law? | p. 192 |
Objectives of Criminal Law | p. 192 |
The Components of Criminal Responsibilities | p. 194 |
Seriousness of the Offense | p. 195 |
Crimes versus Torts | p. 195 |
Selected Crimes | p. 195 |
Selected Defenses | p. 204 |
The Law of Criminal Procedure | p. 205 |
Summary | p. 210 |
Discussion Questions | p. 210 |
Case Problems and Writing Assignments | p. 211 |
Contracts | p. 215 |
Introduction to Contract Law and Contract Theory | p. 217 |
The Importance of Contract Law | p. 218 |
From Status to Freedom of Contract and Back Again | p. 222 |
Classifications of Contracts | p. 222 |
Summary | p. 232 |
Discussion Questions | p. 233 |
Case Problems and Writing Assignments | p. 233 |
Contractual Agreement: Mutual Assent | p. 237 |
The First Step in Contract Formation | p. 238 |
Mutual Assent and the Objective Theory of Contracts | p. 238 |
Offer | p. 238 |
Acceptance | p. 246 |
Summary | p. 252 |
Discussion Questions | p. 253 |
Case Problems and Writing Assignments | p. 253 |
Consideration: The Basis of the Bargain | p. 257 |
The Bargain as a Contract Theory | p. 258 |
Definition of Consideration | p. 258 |
Consideration in Special Contexts | p. 261 |
Absence of Consideration | p. 264 |
Exceptions to the Bargaining Theory of Consideration | p. 266 |
Summary | p. 269 |
Discussion Questions | p. 270 |
Case Problems and Writing Assignments | p. 270 |
Contractual Capacity and Reality of Consent | p. 275 |
Legal Capacity | p. 276 |
Minors | p. 276 |
Insane Persons | p. 280 |
Intoxicated Persons | p. 280 |
Aliens | p. 281 |
Convicts | p. 281 |
Married Women | p. 281 |
The Requirement of Reality (or Genuineness) of Consent | p. 283 |
Fraud | p. 283 |
Misrepresentation | p. 286 |
Mistake | p. 287 |
Duress | p. 289 |
Undue Influence | p. 290 |
Unconscionability | p. 292 |
Summary | p. 293 |
Discussion Questions | p. 294 |
Case Problems and Writing Assignments | p. 294 |
Legality of Subject Matter and Proper Form of Contracts | p. 299 |
The Requirements of Legality of Subject Matter and Proper Form | p. 300 |
Mala in Se and Mala Prohibita Bargains | p. 300 |
Agreements That Violate Statutes | p. 301 |
Agreements That Violate Public Policy | p. 303 |
Exceptions: Upholding Illegal Agreements | p. 308 |
The Importance of Form | p. 309 |
Statute of Frauds | p. 310 |
Parol Evidence Rule | p. 316 |
Exceptions to the Parol Evidence Rule | p. 317 |
Summary | p. 318 |
Discussion Questions | p. 319 |
Case Problems and Writing Assignments | p. 319 |
Contract Interpretation and the Rights of Third Persons | p. 323 |
Judicial Interpretation | p. 324 |
The Parol Evidence Rule | p. 325 |
Addition of Third Parties to the Contract | p. 327 |
Third-Party Beneficiary Contracts | p. 328 |
Defining Assignments and Delegations | p. 333 |
Assignments | p. 333 |
Delegations | p. 340 |
Uniform Commercial Code Provisions | p. 342 |
Summary | p. 342 |
Discussion Questions | p. 343 |
Case Problems and Writing Assignments | p. 343 |
Contractual Discharge and Remedies | p. 347 |
Termination of the Contract | p. 348 |
Discharge by Performance | p. 350 |
Discharge by Agreement of the Parties | p. 351 |
Discharge by Operation of Law | p. 352 |
Discharge by Nonperformance | p. 352 |
Types of Remedies | p. 358 |
Damages | p. 358 |
Equitable Remedies | p. 362 |
Limitations on Remedies | p. 364 |
Waiver of Breach | p. 364 |
Summary | p. 365 |
Discussion Questions | p. 366 |
Case Problems and Writing Assignments | p. 366 |
Sales and Leases | p. 371 |
Formation of the Sales Contract: Contracts for Leasing Goods | p. 373 |
The Scope of Article 2 | p. 375 |
Forming the Sales Contract | p. 377 |
Special Rules under Article 2 | p. 383 |
The Scope of Article 2A | p. 384 |
Contracts for Leasing Goods | p. 385 |
Contracts for the Sale of Goods in an International Setting | p. 387 |
Scope of the CISG | p. 388 |
Summary | p. 392 |
Discussion Questions | p. 394 |
Case Problems and Writing Assignments | p. 394 |
Title and Risk of Loss | p. 399 |
Title to Goods under Article 2 of the UCC | p. 400 |
Insurable Interest | p. 404 |
Risk of Loss under Article 2 of the UCC | p. 404 |
Special Problems | p. 408 |
Leases under Article 2A of the UCC | p. 411 |
Title to Goods under the CISG | p. 412 |
Risk of Loss under the CISG | p. 412 |
Standard Shipping Terms | p. 412 |
Summary | p. 417 |
Discussion Questions | p. 418 |
Case Problems and Writing Assignments | p. 418 |
Performance and Remedies | p. 423 |
Performance of a Sales Contract | p. 424 |
Sales under Article 2 of the UCC | p. 424 |
Seller's Duties | p. 424 |
Intervening Rights | p. 425 |
Buyer's Duties | p. 428 |
Leases under Article 2A of the UCC | p. 430 |
Sales under the CISG | p. 430 |
Obligations of the Seller | p. 431 |
Obligations of the Buyer | p. 432 |
The Reason for Remedies | p. 432 |
Seller's Remedies under Article 2 | p. 432 |
Buyer's Remedies under Article 2 | p. 435 |
Modifications | p. 437 |
Special Problems | p. 437 |
Statute of Limitations | p. 439 |
Remedies in Leasing Contracts under Article 2A | p. 439 |
Remedies under the CISG | p. 439 |
Summary | p. 443 |
Discussion Questions | p. 443 |
Case Problems and Writing Assignments | p. 444 |
Warranties and Product Liability | p. 449 |
Express Warranties | p. 451 |
Implied Warranties | p. 452 |
Warranty Exclusions | p. 456 |
Scope of Warranty Protection | p. 458 |
Statutory Warranty Provisions | p. 459 |
Product Liability | p. 459 |
Leases | p. 462 |
The CISG | p. 463 |
ISO 9000 | p. 463 |
Summary | p. 464 |
Discussion Questions | p. 465 |
Case Problems and Writing Assignments | p. 465 |
Negotiables | p. 469 |
Introduction to Negotiables: UCC Article 3 and Article 7 | p. 471 |
Historical Overview | p. 472 |
The Scope of Article 3 | p. 473 |
Uses of Negotiable Instruments | p. 475 |
Functions and Forms | p. 481 |
Paper Containing an Order ("Three-Party" Paper) | p. 481 |
Paper Containing a Promise ("Two-Party" Paper) | p. 484 |
The Scope of Article 7 | p. 485 |
Uses and Forms of Documents of Title | p. 487 |
Summary | p. 489 |
Discussion Questions | p. 489 |
Case Problems and Writing Assignments | p. 490 |
Negotiability | p. 493 |
Formal Requirements for Negotiability: Article 3 | p. 494 |
Construction and Interpretation: Article 3 | p. 508 |
Requirements for Negotiability: Article 7 | p. 508 |
Summary | p. 509 |
Discussion Questions | p. 509 |
Case Problems and Writing Assignments | p. 510 |
Negotiation and Holders in Due Course/Holders by Due Negotiation | p. 513 |
Transfer | p. 514 |
Negotiation | p. 515 |
Indorsements | p. 516 |
Holder | p. 521 |
Holder in Due Course | p. 522 |
Effect of Holder in Due Course Status | p. 525 |
The Shelter Provision | p. 531 |
Statutory Limitations | p. 532 |
Holder by Due Negotiation | p. 532 |
Summary | p. 533 |
Discussion Questions | p. 533 |
Case Problems and Writing Assignments | p. 534 |
Negotiables: Liability and Discharge | p. 539 |
Basic Concepts | p. 540 |
The Chains of Liability | p. 540 |
Establishing Liability | p. 542 |
Types of Liability | p. 548 |
Special Problems | p. 551 |
Discharge | p. 555 |
Summary | p. 558 |
Discussion Questions | p. 559 |
Case Problems and Writing Assignments | p. 559 |
Bank-Customer Relations/Electronic Funds Transfers | p. 563 |
Basic Concepts | p. 564 |
The Customer: Rights and Duties | p. 564 |
The Bank: Rights and Duties | p. 572 |
Special Problems | p. 573 |
Funds Transfers: Article 4A | p. 574 |
Funds Transfers: Electronic Funds Transfers | p. 577 |
The Expedited Funds Availability Act | p. 579 |
Check Truncation | p. 579 |
Transferable Records | p. 580 |
Summary | p. 580 |
Discussion Questions | p. 581 |
Case Problems and Writing Assignments | p. 581 |
Debtor-Creditor Relations | p. 585 |
Secured Transactions: Attachment and Perfection | p. 587 |
The Need for Security | p. 588 |
Credit Financing and Article 9 | p. 588 |
Scope of Article 9 | p. 589 |
Attachment: The Creation of a Security Interest | p. 594 |
Perfection | p. 596 |
Lease Intended as Security | p. 602 |
Proceeds | p. 605 |
Summary | p. 605 |
Discussion Questions | p. 606 |
Case Problems and Writing Assignments | p. 606 |
Secured Transactions: Priorities and Enforcement | p. 611 |
Priorities | p. 612 |
Conflicting Security Interests | p. 612 |
Exceptions | p. 613 |
Conflicts between Security Interests and Liens | p. 619 |
Conflicts between Security Interests and the Trustee in Bankruptcy | p. 620 |
Enforcement of the Security Interest | p. 621 |
Non-Code Remedies | p. 622 |
Code Remedies | p. 622 |
Debtors' Rights | p. 629 |
Secured Parties' Duties | p. 629 |
Summary | p. 629 |
Discussion Questions | p. 630 |
Case Problems and Writing Assignments | p. 630 |
Other Credit Transactions | p. 635 |
Letters of Credit | p. 636 |
Unsecured Credit | p. 637 |
Installment Loans | p. 643 |
Credit Cards | p. 644 |
FTC Consumer Credit Rules | p. 645 |
Payday Loans | p. 646 |
Summary | p. 648 |
Discussion Questions | p. 650 |
Case Problems and Writing Assignments | p. 650 |
Bankruptcy | p. 655 |
Historical Background | p. 656 |
The Bankruptcy Reform Act (1978) | p. 657 |
Bankruptcy Amendments and Federal Judgeship Act of 1984 | p. 657 |
The Bankruptcy Reform Act of 1994 | p. 658 |
Liquidation, a "Straight" Bankruptcy | p. 658 |
The Bankruptcy Proceeding | p. 660 |
Reorganization Plans | p. 669 |
Repayment Plans | p. 674 |
The [Proposed] Bankruptcy Reform Act | p. 681 |
Bankruptcy in the International Environment | p. 682 |
Summary | p. 682 |
Discussion Questions | p. 683 |
Case Problems and Writing Assignments | p. 684 |
Agency | p. 689 |
Agency: Creation and Termination | p. 691 |
Agency Law and Agency Relationships | p. 692 |
Restrictions on Creating an Agency Relationship | p. 692 |
Types of Agency Relationships | p. 693 |
Servants and Independent Contractors | p. 694 |
Duties of the Agent to the Principal | p. 698 |
Duties of the Principal to the Agent | p. 702 |
Termination of the Agency Relationship | p. 703 |
Summary | p. 708 |
Discussion Questions | p. 708 |
Case Problems and Writing Assignments | p. 709 |
Agency: Liability for Contracts | p. 713 |
A Framework for Contractual Liability | p. 714 |
Imposing Liability on the Principal | p. 714 |
Disclosed Principal | p. 721 |
Undisclosed Principal | p. 724 |
Partially Disclosed Principal | p. 725 |
Analysis of Agent's Contracts with Third Parties | p. 726 |
Contract between the Principal and the Agent | p. 727 |
Summary | p. 731 |
Discussion Questions | p. 731 |
Case Problems and Writing Assignments | p. 732 |
Agency: Liability for Torts and Crimes | p. 737 |
Servant's Liability | p. 738 |
Master's Liability: Respondeat Superior | p. 738 |
Direct Liability of the Principal | p. 744 |
Negligent Hiring | p. 745 |
Indemnification | p. 746 |
Analysis of a Servant's Torts | p. 749 |
Injury on the Job | p. 749 |
Summary | p. 751 |
Discussion Questions | p. 752 |
Case Problems and Writing Assignments | p. 753 |
Business Organizations | p. 757 |
Formation of a Business | p. 759 |
Selecting a Business Form | p. 760 |
Historical Overview of Partnerships | p. 760 |
Partnerships Defined | p. 761 |
Partnership Property | p. 767 |
The Partnership Agreement | p. 767 |
Limited Liability Partnerships | p. 768 |
Taxation of Partnerships | p. 769 |
Historical Overview of Corporations | p. 769 |
Corporate Nature | p. 770 |
Formation of a Corporation | p. 770 |
De Jure versus De Facto Corporations | p. 772 |
Corporate Powers | p. 774 |
Ultra Vires Acts | p. 774 |
Taxation of Corporations | p. 774 |
Disregarding the Corporate Entity | p. 775 |
Limited Liability Companies | p. 776 |
Other Types of Business Organizations | p. 780 |
Summary | p. 782 |
Discussion Questions | p. 782 |
Case Problems and Writing Assignments | p. 783 |
Operation of a Business Organization | p. 787 |
Operation of a Partnership | p. 788 |
Rights of the Partners | p. 788 |
Duties of the Partners | p. 790 |
Rights of Third Persons Who Deal with Partnerships | p. 791 |
Operation of a Limited Partnership | p. 792 |
Operation of a Limited Liability Company | p. 794 |
Operation of a Corporation | p. 794 |
Rights of the Shareholders | p. 796 |
Liabilities of the Shareholders | p. 803 |
Rights and Duties of the Managers | p. 804 |
Summary | p. 813 |
Discussion Questions | p. 814 |
Case Problems and Writing Assignments | p. 815 |
Business Terminations and Other Extraordinary Events | p. 819 |
Termination of a Franchise | p. 820 |
Termination of a Sole Proprietorship | p. 820 |
Termination of a Partnership under UPA | p. 820 |
Dissolution of a Partnership | p. 820 |
Termination under RUPA | p. 823 |
Continuation of the Partnership Business | p. 826 |
Winding Up the Partnership | p. 827 |
Changes in Corporate Structure | p. 829 |
Liquidation of the Corporation | p. 829 |
Dissolution of the Corporation | p. 831 |
Corporate Merger and Consolidation | p. 832 |
Sale of Substantially All the Assets | p. 837 |
Stock Acquisition | p. 838 |
Termination of a Limited Liability Company | p. 838 |
Summary | p. 838 |
Discussion Questions | p. 839 |
Case Problems and Writing Assignments | p. 840 |
Franchising | p. 845 |
The Significance of Franchising as a Business Method | p. 846 |
Definition | p. 846 |
Benefits of Franchising | p. 847 |
Franchising Compared with Other Business Relationships | p. 847 |
Setting Up the Franchising Relationship | p. 849 |
Decisional Law and Statutes Affecting Franchising | p. 852 |
Challenges to Franchising Regulatory Statutes | p. 855 |
The Franchising Environment | p. 858 |
Summary | p. 859 |
Discussion Questions | p. 859 |
Case Problems and Writing Assignments | p. 860 |
Securities Regulation | p. 865 |
Federal Laws | p. 866 |
State Regulation | p. 886 |
The Foreign Corrupt Practices Act | p. 887 |
Summary | p. 890 |
Discussion Questions | p. 891 |
Case Problems and Writing Assignments | p. 891 |
Government Regulation of Business | p. 897 |
Antitrust Law | p. 899 |
The Basis of Regulatory Reform | p. 900 |
The Sherman Antitrust Act | p. 900 |
The Clayton Act | p. 906 |
The Federal Trade Commission Act | p. 911 |
Unfair Trade Practices | p. 914 |
Exemptions | p. 915 |
Summary | p. 916 |
Discussion Questions | p. 916 |
Case Problems and Writing Assignments | p. 917 |
Consumer Protection | p. 921 |
Consumer Credit: The Need for Regulation | p. 922 |
The Consumer Credit Protection Act | p. 922 |
The Fair Credit Reporting Act | p. 925 |
The Equal Credit Opportunity Act | p. 929 |
The Fair Debt Collection Practices Act | p. 932 |
The Uniform Consumer Credit Code | p. 934 |
The Consumer Product Safety Act | p. 937 |
Summary | p. 937 |
Discussion Questions | p. 938 |
Case Problems and Writing Assignments | p. 938 |
Environmental Protection | p. 943 |
The Environmental Protection Agency | p. 944 |
The National Environmental Policy Act | p. 944 |
Air Pollution | p. 946 |
Water Pollution | p. 948 |
Noise Pollution | p. 956 |
Land Conservation and Pollution | p. 957 |
Wildlife Conservation | p. 963 |
Enforcement and Remedies | p. 966 |
International Aspects | p. 966 |
Summary | p. 967 |
Discussion Questions | p. 968 |
Case Problems and Writing Assignments | p. 968 |
Labor and Fair Employment Practices | p. 973 |
Labor | p. 974 |
Employment | p. 981 |
Summary | p. 1002 |
Discussion Questions | p. 1003 |
Case Problems and Writing Assignments | p. 1003 |
Property Protection | p. 1007 |
Real Property and Joint Ownership | p. 1009 |
Property Rights | p. 1010 |
Classification of Property | p. 1010 |
Real Property Defined | p. 1010 |
Acquisition of Real Property | p. 1013 |
Protection of Real Property | p. 1015 |
Rental of Real Property | p. 1021 |
Legislative Trends | p. 1024 |
Joint Ownership of Property | p. 1025 |
Summary | p. 1028 |
Discussion Questions | p. 1029 |
Case Problems and Writing Assignments | p. 1029 |
Personal Property and Bailments | p. 1033 |
Ownership of Property | p. 1034 |
Acquisition of Personal Property | p. 1034 |
Protection of Personal Property | p. 1042 |
Bailments of Personal Property | p. 1045 |
Summary | p. 1050 |
Discussion Questions | p. 1050 |
Case Problems and Writing Assignments | p. 1050 |
Intellectual Property, Computers, and the Law | p. 1055 |
Intellectual Property | p. 1056 |
Copyrights | p. 1056 |
Patents | p. 1066 |
Trademarks | p. 1072 |
Trade Secrets | p. 1078 |
Unfair Competition | p. 1081 |
The Semiconductor Chip Protection Act of 1984 | p. 1083 |
Summary | p. 1084 |
Discussion Questions | p. 1085 |
Case Problems and Writing Assignments | p. 1085 |
Wills, Estates, and Trusts | p. 1093 |
The Transfer of an Estate | p. 1094 |
Wills | p. 1094 |
Requirements for a Valid Will | p. 1096 |
Testamentary Dispositions and Restrictions | p. 1098 |
Intestate Succession | p. 1101 |
Transfer of Business Interests | p. 1102 |
Probate and Estate Administration | p. 1102 |
Avoiding Probate | p. 1103 |
Transfer Taxes | p. 1104 |
Retirement Plans | p. 1104 |
Durable Powers of Attorney and Living Wills | p. 1105 |
Trusts Defined | p. 1106 |
Express Trusts | p. 1107 |
Advantages of Trusts | p. 1111 |
Disadvantages of Trusts | p. 1111 |
Selection of Trustees and Executors | p. 1111 |
Duties of Trustees and Executors | p. 1112 |
Implied Trusts | p. 1113 |
Summary | p. 1116 |
Discussion Questions | p. 1116 |
Case Problems and Writing Assignments | p. 1117 |
The Constitution of the United States | p. 1 |
The Uniform Commercial Code | p. 9 |
Legal Dictionary | p. 139 |
Case Index | p. 149 |
Subject Index | p. 153 |
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