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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 | |