This is completed downloadable of Test Bank for Business Law and the Legal Environment Version 2.0 by Mayer
Product Details:
- ISBN-10 : 1453383905
- ISBN-13 : 978-1453383902
- Author:
Table of Content:
- Chapter 1: Introduction to Law and Legal Systems
- 1.1: What Is Law?
- Functions of the Law
- Law and Politics
- 1.2: Schools of Legal Thought
- Legal Positivism: Law as Sovereign Command
- Natural Law
- Other Schools of Legal Thought
- 1.3: Basic Concepts and Categories of US Positive Law
- Law: The Moral Minimums in a Democratic Society
- The Common Law: Property, Torts, and Contracts
- State Courts and the Domain of State Law
- Civil versus Criminal Cases
- Substance versus Procedure
- 1.4: Sources of Law and Their Priority
- Sources of Law
- Constitutions
- Statutes and Treaties in Congress
- Delegating Legislative Powers: Rules by Administrative Agencies
- State Statutes and Agencies: Other Codified Law
- Judicial Decisions: The Common Law
- Priority of Laws
- The Constitution as Preemptive Force in US Law
- Statutes and Cases
- Treaties as Statutes: The “Last in Time” Rule
- Causes of Action, Precedent, and Stare Decisis
- 1.5: Legal and Political Systems of the World
- Comparing Common-Law Systems with Other Legal Systems
- Civil-Law Systems
- 1.6: A Sample Case
- 1.7: Summary and Exercises
- Endnotes
- Chapter 2: Corporate Social Responsibility and Business Ethics
- 2.1: What Is Ethics?
- How Do Law and Ethics Differ?
- Why Should an Individual or a Business Entity Be Ethical?
- 2.2: Major Ethical Perspectives
- Utilitarianism
- Rules and Duty: Deontology
- Social Justice Theory and Social Contract Theory
- Aristotle and Virtue Theory
- Josephson’s Core Values Analysis and Decision Process
- 2.3: An Ethical Decision Model
- Josephson’s Core Values Model
- 2.4: Corporations and Corporate Governance
- Legal Organization of the Corporation
- Shareholders and Stakeholders
- Maximizing Profits: Milton Friedman
- Stakeholder Theory
- Corporate Culture and Codes of Ethics
- Ethical Leadership Is Top-Down
- Accountability Is Often Weak
- Killing the Messenger
- Ethics Codes
- Ethics Hotlines and Federal Sentencing Guidelines
- Managing by the Numbers
- Conscious Capitalism
- 2.5: Summary and Exercises
- Endnotes
- Chapter 3: Courts and the Legal Process
- 3.1: The Relationship between State and Federal Court Systems in the United States
- State Court Systems
- Limited Jurisdiction Courts
- General Jurisdiction Courts
- Appellate Courts
- The Federal Court System
- District Courts
- Courts of Appeal
- United States Supreme Court
- 3.2: The Problem of Jurisdiction
- The Federal-State Balance: Federalism
- Exclusive Jurisdiction in Federal Courts
- Concurrent Jurisdiction
- Legal Procedure, Including Due Process and Personal Jurisdiction
- How a Case Proceeds
- Complaint and Summons
- Jurisdiction and Venue
- Service of Process and Personal Jurisdiction
- Choice of Law and Choice of Forum Clauses
- 3.3: Motions and Discovery
- Initial Pleadings, and Motions to Dismiss
- Discovery
- 3.4: The Pretrial and Trial Phase
- Pretrial Conference
- Trial
- Posttrial Motions
- 3.5: Judgment, Appeal, and Execution
- Judgment or Order
- Appeal
- Judgment and Order
- 3.6: When Can Someone Bring a Lawsuit?
- Case or Controversy: Standing to Sue
- Class Actions
- 3.7: Relations with Lawyers
- Legal Fees
- Costs
- 3.8: Alternative Means of Resolving Disputes
- Arbitration
- Mediation
- 3.9: Cases
- Burger King v. Rudzewicz
- Summary
- Ferlito v. Johnson & Johnson
- American Express v. Italian Colors
- Endnotes
- Chapter 4: Constitutional Law and US Commerce
- 4.1: Basic Aspects of the US Constitution
- The Constitution as Reflecting American Values
- General Structure of the Constitution
- Federalism
- Separation of Powers and Judicial Review
- 4.2: The Commerce Clause
- Early Commerce Clause Cases
- From the New Deal to the New Frontier and the Great Society: 1930s–1970
- The Substantial Effects Doctrine: World War II to the 1990s
- 4.3: Dormant Commerce Clause
- 4.4: Preemption: The Supremacy Clause
- 4.5: Business and the Bill of Rights
- First Amendment
- Fourth Amendment
- Fifth Amendment
- Fourteenth Amendment: Due Process and Equal Protection Guarantees
- 4.6: Cases
- Griswold v. Connecticut
- Wickard v. Filburn
- Kassel v. Consolidated Freightways Corp.
- I
- II
- III
- A
- B
- [IV. Omitted]
- V
- Hunt v. Washington Apple Advertising Commission
- Citizens United v. Federal Election Commission
- I
- A
- B
- C
- II
- III
- [IV. Omitted]
- V
- Brown v. Entertainment Merchants Association
- 4.7: Summary and Exercises
- Endnotes
- Chapter 5: Administrative Law
- 5.1: Administrative Agencies: Their Structure and Powers
- Why Have Administrative Agencies?
- Why Regulate the Economy at All?
- History of Federal Agencies
- Classification of Agencies
- Powers of Agencies
- The Constitution and Agencies
- 5.2: Controlling Administrative Agencies
- Legislative Control
- Executive Control
- Judicial Review of Agency Actions
- 5.3: The Administrative Procedure Act
- Trial-Type Hearings
- Rulemaking
- 5.4: Administrative Burdens on Business Operations
- The Paperwork Burden
- Inspections
- Access to Business Information in Government Files
- 5.5: The Scope of Judicial Review
- Exhaustion of Administrative Remedies
- Strategies for Obtaining Judicial Review
- Suing the Government
- 5.6: Cases
- Marshall v. Barlow’s, Inc.
- American Textile Manufacturers Institute v. Donovan
- Michigan et al., v. E.P.A.
- 5.7: Summary and Exercises
- Endnotes
- Chapter 6: Criminal Law
- 6.1: The Nature of Criminal Law
- 6.2: Types of Crimes
- Offenses against the Person
- Homicide
- Assault and Battery
- Offenses against Property
- Theft: Larceny, Robbery, Embezzlement, False Pretenses
- Receiving Stolen Property
- Forgery
- Extortion
- Offenses against Habitation and Other Offenses
- Burglary
- Arson
- Bribery
- Perjury
- White-Collar Crime
- Mail and Wire Fraud
- Violations of Antitrust Law
- Violations of the Food and Drug Act
- Environmental Crimes
- Violations of the Foreign Corrupt Practices Act
- Violations of the Racketeering Influenced and Corrupt Organizations Act
- Computer Crime
- 6.3: The Nature of a Criminal Act
- Attempt
- Impossibility
- Conspiracy
- Agency and Corporations
- 6.4: Responsibility
- In General
- Excuses That Limit or Overcome Responsibility
- Mistake of Fact and Mistake of Law
- Entrapment
- Other Excuses
- Lack of Capacity
- 6.5: Procedure
- 6.6: Constitutional Rights of the Accused
- Search and Seizure
- Double Jeopardy
- Self-Incrimination
- Speedy Trial
- Cross-Examination
- Assistance of Counsel
- Cruel and Unusual Punishment
- Presumption of Innocence
- 6.7: Cases
- False Pretenses
- White-Collar Crimes
- 6.8: Summary and Exercises
- Endnotes
- Chapter 7: Introduction to Tort Law
- 7.1: Purpose of Tort Laws
- Definition of Tort
- Kinds of Torts
- Dimensions of Tort Liability
- Dimensions of Tort: Fault
- Dimensions of Tort: Nature of Injury
- Dimensions of Tort: Excuses
- Damages
- 7.2: Intentional Torts
- Assault and Battery
- False Imprisonment
- Intentional Infliction of Emotional Distress
- Trespass and Nuisance
- Intentional Interference with Contractual Relations
- Malicious Prosecution
- Conversion and Fraud
- Defamation
- Absolute Privilege
- Qualified Privilege
- Invasion of Privacy
- Appropriation of Name or Likeness
- Personal Space
- Public Disclosure of Embarrassing Facts
- False Light
- 7.3: Negligence
- Elements of Negligence
- Standard of Care
- Duty of Care and Its Breach
- Causation: Actual Cause and Proximate Cause
- Damages
- Problems of Proof
- Excuses
- Contributory and Comparative Negligence
- Assumption of Risk
- Act of God
- Vicarious Liability
- 7.4: Strict Liability
- Historical Basis of Strict Liability: Animals and Ultrahazardous Activities
- Strict Liability for Products
- 7.5: Cases
- Intentional Torts: False Imprisonment
- Negligence: Duty of Due Care
- II.
- III.
- A.
- B.
- IV.
- Negligence: Proximate Cause
- Klein v. Pyrodyne Corporation
- 7.6: Summary and Exercises
- Endnotes
- Chapter 8: Introduction to Contract Law
- 8.1: General Perspectives on Contracts
- The Role of Contracts in Modern Society
- The Definition of Contract
- Overview of the Contracts Chapter
- 8.2: Sources of Contract Law
- Case Law
- Statutory Law: The Uniform Commercial Code
- History of the UCC
- Organization of the UCC
- International Sales Law
- The Convention on Contracts for the International Sale of Goods
- 8.3: Basic Taxonomy of Contracts
- Explicitness
- Express Contract
- Implied Contract (Implied in Fact)
- Quasi-Contract
- Mutuality
- Bilateral Contract
- Unilateral Contract
- Enforceability
- Void
- Voidable
- Unenforceable
- Degree of Completion
- Terminology: Suffixes Expressing Relationships
- 8.4: Cases
- Explicitness: Implied Contract
- Mutuality of Contract: Unilateral Contract
- Unilateral Contract and At-Will Employment
- 8.5: Summary and Exercises
- Endnotes
- Chapter 9: The Agreement
- 9.1: The Agreement in General
- The Significance of Agreement
- The Objective Test
- 9.2: The Offer
- The Definition of Offer
- Proposals That Are Not Offers
- Advertisements
- Invitations to Bid
- Communication
- Definiteness
- The UCC Approach
- Duration of Offer
- Revocation
- Revocability
- Irrevocable Offers
- Revocability under the UCC
- Irrevocability by Law
- Rejection by the Offeree
- Counteroffer
- Acceptance with Counteroffer
- The UCC and Counteroffers
- Lapse of Time
- Death or Insanity of the Offeror or Offeree
- Destruction of Subject Matter Essential to the Offer
- Post-offer Illegality
- 9.3: The Acceptance
- General Definition of Acceptance
- Who May Accept?
- When Is Acceptance Effective?
- Instantaneous Communication
- Stipulations as to Acceptance
- The “Mailbox Rule”
- Acceptance “Outruns” Rejection
- Electronic Communications
- Silence as Acceptance
- General Rule: Silence Is Not Acceptance
- Exceptions
- 9.4: Cases
- Objective Intention
- Advertisements as Offers
- Silence as Acceptance
- 9.5: Summary and Exercises
- Endnotes
- Chapter 10: Free Will, Knowledge, and Capacity (Real Assent)
- 10.1: Duress and Undue Influence
- Duress
- Physical Duress
- Duress by Threat
- Undue Influence
- 10.2: Misrepresentation
- General Description and Taxonomy
- Fraudulent Misrepresentation
- Misstatement of Fact
- Concealment
- Nondisclosure
- Statement Made False by Subsequent Events
- Statements of Opinion
- Misstatement of Law
- Assertions of Intention
- Intentionally Made Misrepresentation
- Reliance
- Nonfraudulent Misrepresentation
- Negligent Misrepresentation
- Negligent
- Misstatement of Fact
- Materiality
- Justifiable Reliance
- Innocent Misrepresentation
- Remedies
- 10.3: Mistake
- Mistake by One Party
- Unilateral Mistake
- Exceptions
- Mutual Mistake
- Material Effect on the Agreed-to Exchange of Performance
- Party Seeking Relief Does Not Bear the Risk of the Mistake
- 10.4: Capacity
- Minors (or “Infants”)
- The General Rule
- Exceptions and Complications
- Necessities
- Nonvoidable Contracts
- Misrepresentation of Age
- Ratification
- Duty to Return Consideration Received
- Tort Connected with a Contract
- Persons Who Are Mentally Ill or Intoxicated
- Mentally Ill Persons
- Intoxicated Persons
- 10.5: Cases
- Undue Influence
- Misrepresentation by Concealment
- Facts
- Discussion
- Misrepresentation by Assertions of Opinion
- Mutual Mistake
- 10.6: Summary and Exercises
- Endnotes
- Chapter 11: Consideration
- 11.1: General Perspectives on Consideration
- The Purpose of Consideration
- A Definition of Consideration
- 11.2: Legal Sufficiency
- The Concept of Legal Sufficiency
- Actual versus Legal Detriment
- Adequacy of Consideration
- Applications of the Legal Sufficiency Doctrine
- Threat of Litigation: Covenant Not to Sue
- Accord and Satisfaction Generally
- Settling an Unliquidated Debt
- Settling a Disputed Debt
- The “In-Full-Payment” Check Situation
- Unforeseen Difficulties
- Creditors’ Composition
- Preexisting Duty
- Illusory Promises
- Exclusive Dealing Agreement
- Outputs Contracts and Needs Contracts
- 11.3: Promises Enforceable without Consideration
- Promises Enforceable without Consideration at Common Law
- Past Consideration
- Promise Revived after Statute of Limitations Has Passed
- Voidable Duties
- Promissory Estoppel
- Moral Obligation
- Promises Enforceable without Consideration by Statute
- Under the UCC
- Bankruptcy
- International Contracts
- 11.4: Cases
- Consideration for an Option
- Consideration: Preexisting Obligation
- Consideration: Required for Contract Modification
- 11.5: Summary and Exercises
- Endnotes
- Chapter 12: Legality
- 12.1: General Perspectives on Illegality
- 12.2: Agreements in Violation of Statute
- Overview
- Types of Bargains Made Illegal by Statute
- Gambling Contracts
- Sunday Contracts
- Usury
- Licensing Statutes
- 12.3: Bargains Made Illegal by Common Law
- Overview
- Types of Bargains Made Illegal by Common Law
- Common-Law Restraint of Trade
- Sale of a Business
- Employment Noncompete Agreements
- Unconscionable Contracts
- Exculpatory Clauses
- Obstructing the Administration of Justice or Violating a Public Duty
- Family Relations
- 12.4: Effect of Illegality and Exceptions
- Effect of Illegality
- Exceptions
- Party Withdrawing before Performance
- Party Protected by Statute
- Party Not Equally at Fault
- Excusable Ignorance
- Partial Illegality
- 12.5: Cases
- Extension of Statutory Illegality Based on Public Policy
- Unlicensed Practitioner Cannot Collect Fee
- Unconscionability
- 12.6: Summary and Exercises
- Endnotes
- Chapter 13: Form and Meaning
- 13.1: The Statute of Frauds
- Overview of the Statute of Frauds
- Types of Contracts Required in Writing and the Exceptions
- Promises to Pay the Debt of Another
- Agreements of Executor or Administrator
- The Marriage Provision
- Contracts Affecting an Interest in Real Estate
- The One-Year Rule
- Under the UCC
- Other Writing Requirements
- Exceptions under the UCC
- The Ten-Day-Reply Doctrine
- “Specially Manufactured Goods”
- The “Admission” Exception
- The “Payment or Delivery and Acceptance” Exception
- Sufficiency of the Required Writing
- At Common Law
- Under the UCC
- Electronic Communications
- Effect of Noncompliance and Exceptions; Oral Rescission
- Full Performance
- Detrimental Reliance
- Oral Rescission
- Contract Modification
- 13.2: The Parol Evidence Rule
- The Purpose of the Rule
- Parol Evidence at Common-Law
- The Rule
- The Exemptions and Exceptions
- Not an Integrated Contract
- Void or Voidable Contracts
- Contracts Subject to a Condition Precedent
- Untrue Recital or Errors
- Ambiguity
- Postcontract Modification
- The UCC Approach
- 13.3: Interpretation of Agreements: Practicalities versus Legalities
- The General Problem and the Purpose of Contractual Interpretation
- The General Problem
- The Basic Rule of Interpretation
- Tools of Interpretation
- 13.4: Cases
- The Statute of Frauds’ Main Purpose Doctrine
- The Statute of Frauds’ One-Year Rule
- The Parol Evidence Rule: Resolving Ambiguities
- 13.5: Summary and Exercises
- Endnotes
- Chapter 14: Third-Party Rights
- 14.1: Assignment of Contract Rights
- The Concept of a Contract Assignment
- Method of Assignment
- Manifesting Assent
- Acceptance and Revocation
- Notice
- Effect of Assignment
- General Rule
- Exceptions
- When Assignments Are Not Allowed
- Material Change in Duties of the Obligor
- Assignment of Personal Rights
- Assignment Forbidden by Statute or Public Policy
- Contracts That Prohibit Assignment
- Future Contracts
- Partial Assignments
- Successive Assignments
- Assignor’s Warranties
- 14.2: Delegation of Duties
- Basic Rules Regarding Delegation
- General Rule
- Effect on Obligor
- Nondelegable Duties
- Personal Services
- Public Policy
- Delegations Barred by Contract
- 14.3: Third-Party Beneficiaries
- The General Rule
- Two Types of Third-Party Intended Beneficiaries
- Creditor Beneficiary
- Donee Beneficiary
- Modification of the Beneficiary’s Rights
- Government Contracts
- 14.4: Cases
- Nonassignable Rights
- Assignment Includes Delegation
- Third party Beneficiaries and Foreseeable Damages
- 14.5: Summary and Exercises
- Endnotes
- Chapter 15: Discharge of Obligations
- 15.1: Discharge of Contract Duties
- Discharge by Performance (or Nonperformance) of the Duty
- Full Performance
- Nonperformance, Material Breach
- Substantial Performance
- Anticipatory Breach and Demand for Reasonable Assurances
- Discharge by Conditions
- Conditions Classified Based on How They Are Created
- Conditions Classified Based on Their Effect on Duty to Perform
- Condition of Timeliness
- Condition That a Party Must Be Satisfied
- Discharge by Agreement of the Parties
- Mutual Rescission
- Waiver
- Substituted Agreement
- Accord and Satisfaction
- Discharge When Performance Becomes Impossible or Very Difficult
- Overview
- Impossibility
- Death or Incapacity of a Personal Services Contractor
- Destruction or Deterioration of a Thing Necessary for Performance
- Performance Prohibited by Government Regulation or Order
- Impracticability
- Common-Law Impracticability
- Commercial Impracticability
- Frustration of Purpose
- Other Methods of Discharge
- Cancellation, Destruction, or Surrender
- Power of Avoidance
- Statute of Limitations
- Bankruptcy
- 15.2: Cases
- Substantial Performance; Conditions Precedent
- Waiver of Contract Rights; Nonwaiver Provisions
- Impossibility as a Defense
- 15.3: Summary and Exercises
- Endnotes
- Chapter 16: Remedies
- 16.1: Theory of Contract Remedies
- Purpose of Remedies
- Parties Have the Power—but Not the Right—to Breach
- 16.2: Promisee’s Interests Protected by Contract
- 16.3: Legal Remedies: Damages
- Overview
- Types of Damages
- Compensatory Damages
- Incidental Damages
- Consequential Damages
- Nominal Damages
- Liquidated Damages
- Punitive Damages
- 16.4: Equitable Remedies
- Overview
- Types of Remedies in Equity
- Specific Performance
- Injunction
- Restitution
- Total Nonperformance by Breaching Party
- Part Performance and Then Breach
- Restitution in Other Cases
- 16.5: Limitations on Contract Remedies
- Overview
- Foreseeability
- Mitigation of Damages
- Certainty of Damages
- Loss of Power of Avoidance
- Delay
- Affirmation
- Rights of Third Parties
- Agreement of the Parties Limiting Remedies
- Election of Remedies
- At Common Law
- Under the UCC
- Tort versus Contract
- Legal versus Extralegal Remedies
- 16.6: Cases
- Consequential Damages
- Liquidated Damages
- Injunctions and Negative Covenants
- Limitation on Damages: Mitigation of Damages
- 16.7: Summary and Exercises
- Endnotes
- Chapter 17: Introduction to Sales and Leases
- 17.1: Commercial Transactions: the Uniform Commercial Code
- History of the UCC
- Scope of the UCC and This Text’s Presentation of the UCC
- 17.2: Introduction to Sales and Lease Law, and the Convention on Contracts for the International Sal
- Scope of Articles 2 and 2A and Definitions
- Definition of Sale
- Definition of Goods
- Real Estate versus Goods
- Goods versus Services
- Definition of Lease
- Two Types of Leases
- International Sales of Goods
- 17.3: Sales Law Compared with Common-Law Contracts and the CISG
- Mutual Assent: Offer and Acceptance
- Definiteness of the Offer
- Acceptance Varying from Offer: Battle of the Forms
- Revocation of Offer
- Reality of Consent
- Consideration
- The UCC
- Form and Meaning
- Requirement of a Writing
- Parol Evidence
- 17.4: General Obligations under UCC Article 2
- Obligation of Good-Faith Dealings in General
- Under the UCC
- Obligations Owed by Merchants
- “Merchant” Sellers
- As between Merchants
- Merchant to Nonmerchant
- Who Is a Merchant?
- Obligations May Be Determined by Parties
- Under the UCC
- 17.5: Cases
- Mixed Goods and Services Contracts: The “Predominant Factor” Test
- “Merchants” under the UCC
- Unconscionability in Finance Lease Contracts
- 17.6: Summary and Exercises
- Endnotes
- Chapter 18: Title and Risk of Loss
- 18.1: Transfer of Title
- Why It Is Important When Title Shifts
- It Affects Whether a Sale Has Occurred
- Creditors’ Rights
- Insurable Interest
- Goods Identified to the Contract
- The Identification Issue
- Parties May Agree
- UCC Default Position
- When Title Shifts
- Parties May Agree
- Shipment Contracts
- Destination Contracts
- Goods Not to Be Moved
- UCC Default Provision
- 18.2: Title from Nonowners
- The Problem of Title from Nonowners
- The Response to the Problem of Title from Nonowners
- The Basic Rule
- The Exceptions
- Sellers with a Voidable Title
- Entrustment
- Larceny (being conned)
- 18.3: Risk of Loss
- Why Risk of Loss Is Important
- When Risk of Loss Passes
- The Parties May Agree
- Sale on Approval
- Sale or Return
- Consignment Sales
- The UCC Default Position
- Risk of Loss in Absence of a Breach
- Risk of Loss Where Breach Occurs
- Insurable Interest
- Why It Matters
- Insurable Interest of the Buyer
- Insurable Interest of the Seller
- Other Rights of the Buyer
- 18.4: Cases
- Transfer of Title: Destination Contracts
- Defrauding Buyer Sells to Good-Faith Purchaser for Value
- A. Voidable Title
- B. Good Faith Purchasers for Value
- Risk of Loss, Seller a Merchant
- 18.5: Summary and Exercises
- Endnotes
- Chapter 19: Performance and Remedies
- 19.1: Performance by the Seller
- The Seller’s Duty in General
- Analysis of the Seller’s Duty
- Timing
- Delivery
- By Agreement
- If There Is No Agreement
- Conforming Goods
- By Agreement
- If There Is No Agreement
- Installment Contracts
- Cure for Improper Delivery
- 19.2: Performance by Buyer
- General Duties of Buyer
- Inspection
- Acceptance
- Payment
- A Buyer’s Right on Nonconforming Delivery
- Rejection and a Buyer’s Duties after Rejection
- Acceptance of a Nonconforming Delivery
- Acceptance of Part of a Nonconforming Delivery
- Installment Sales
- Revocation
- 19.3: Remedies
- Remedies in General
- General Policy
- Specifying Remedies
- Statute of Limitations
- Seller’s Remedies
- Article 2 in General
- Remedies on Breach
- Withhold Further Delivery
- Stop Delivery
- Identify to the Contract Goods in Possession
- Resell
- Recover Damages
- Recover the Price
- Cancel the Contract
- Remedies on Insolvency
- Buyer’s Remedies
- In General
- Goods Not Received
- Cancel
- Recover the Price
- Cover
- Sue for Damages for Nondelivery
- Recover the Goods
- Goods Accepted
- Compensatory Damages
- Consequential Damages
- Incidental Damages
- 19.4: Excuses for Nonperformance
- Casualty to Identified Goods
- The UCC’s Take on Issues Affecting “Impossibility”
- Impracticability
- Right to Adequate Assurances of Performance
- Anticipatory Repudiation
- 19.5: Cases
- Limitations of Remedy Results in No Remedy
- Cure for Improper Delivery
- Seller’s Remedies When Buyer Defaults
- Buyer’s Remedies When Seller Breaches
- 19.6: Summary and Exercises
- Endnotes
- Chapter 20: Products Liability
- 20.1: Introduction: Why Products-Liability Law Is Important
- History of Products-Liability Law
- Current State of the Law
- 20.2: Warranties
- Types of Warranties
- Express Warranties
- Implied Warranties
- Implied Warranty of Merchantability
- Fitness for a Particular Purpose
- Other Warranties
- Problems with Warranty Theory
- In General
- Exclusion or Modification of Warranties
- Exclusion of Express Warranties
- Exclusion of Implied Warranties in General
- Implied Warranty of Merchantability
- Implied Warranty of Fitness
- Conflict between Express and Implied Warranties
- The Magnuson-Moss Act and Phantom Warranties
- Privity
- Horizontal Privity
- Vertical Privity
- Contributory Negligence, Comparative Negligence, and Assumption of Risk
- 20.3: Negligence
- Typical Negligence Claims: Design Defects and Inadequate Warnings
- Design Defects
- Warning Defects
- Problems with Negligence Theory
- Common-Law Defenses against Negligence
- Preemption
- 20.4: Strict Liability in Tort
- Strict Liability Defined
- Section 402A Elements
- Product in a Defective Condition
- Unreasonably Dangerous
- Engaged in the Business of Selling
- Reaches the User without Change in Condition
- Liability Despite Exercise of All Due Care
- Liability without Contractual Relation
- Problems with Strict Liability
- Disclaimers
- Plaintiff’s Conduct
- Assumption of Risk
- Misuse or Abuse of the Product
- Limited Remedy
- The Third Restatement
- 20.5: Tort Reform
- The Cry for Reform
- State Reforms
- Statutes of Repose
- State-of-the-Art Defense
- Failure to Warn
- Comparative Fault for Consumer Misuse
- Criminal Penalties
- Federal Reform
- 20.6: Cases
- Implied Warranty of Merchantability and the Requirement of a “Sale”
- Strict Liability and Bystanders
- Failure to Warn
- 20.7: Summary and Exercises
- Endnotes
- Chapter 21: Bailments and the Storage, Shipment, and Leasing of Goods
- 21.1: Introduction to Bailment Law
- Overview of Bailments
- Bailments Compared with Sales
- Bailment versus Sales
- Fungible Goods
- Elements of a Bailment
- Possession: Physical Control
- Possession: Intent to Possess
- 21.2: Liability of the Parties to a Bailment
- Liability of the Bailee
- Duty of Care
- The Ordinary Care Rule
- The Benefit-of-the-Bargain Rule
- Burden of Proof
- Liability of the Bailor
- Negligence of Bailor
- Other Types of Liability
- Disclaimers of Liability
- Bailee’s Disclaimer
- Lack of Notice
- Public Policy Exception
- Bailor’s Disclaimer
- Other Rights and Duties
- Compensation
- Bailee’s Lien
- Rights When Goods Are Taken or Damaged by a Third Party
- Innkeepers’ Liability
- 21.3: The Storage and Shipping of Goods
- Storage of Goods
- Definitions
- General Duty of Care
- Limitation of Liability
- Specific Types of Liability and Duties
- Nonreceipt or Misdescription
- Delivery to the Wrong Party
- Duty to Keep Goods Separate
- Rights of the Warehouser
- Termination
- Liens
- Shipment of Goods
- Introduction and Terminology
- Duties and Liabilities
- Absolute Liability
- Exceptions to Absolute Liability
- Act of God
- Act of Public Enemy
- Act of Public Authority
- Act of Shipper
- Inherent Nature of the Goods
- Which Carrier Is Liable?
- When Does Carrier Liability Begin and End?
- Disclaimers
- Specific Types of Liability
- Nonreceipt or Misdescription
- Delivery to the Wrong Party
- Carrier’s Right to Lien and Enforcement of Lien
- Passengers
- 21.4: Negotiation and Transfer of Documents of Title (or Commodity Paper)
- Overview of Negotiability
- The Elements and Effect of Negotiation
- Negotiable Defined
- Duly Negotiated
- Effect
- 21.5: Cases
- Bailments and Disclaimers of Bailee’s Liability
- Bailed Goods of Sentimental Value
- Liability of Carrier; Limitations on Liability
- 21.6: Summary and Exercises
- Endnotes
- Chapter 22: Nature and Form of Commercial Paper
- 22.1: Introduction to Commercial Paper
- The Importance of Commercial Paper
- The Central Role of Commercial Paper
- Overview of Chapters on Commercial Paper
- History of Commercial Paper
- Development of the Law
- The Future of Commercial Paper: Federal and International Preemption
- Commercial Paper in Economics and Finance
- Economics
- Finance
- 22.2: Scope of Article 3 and Types of Commercial Paper and Parties
- Scope of Article 3
- Types of Commercial Paper
- Drafts
- Parties to a Draft
- Types of Drafts
- Drafts in International Trade
- Checks
- Notes
- Certificates of Deposit
- Other Parties to Commercial Paper
- Indorser and Indorsee
- Holder
- Holder in Due Course
- Accommodation Party
- 22.3: Requirements for Negotiability
- Overview
- Analysis of Required Elements
- In Writing
- Signed by the Maker or Drawer
- Unconditional Promise or Order to Pay
- Fixed Amount in Money
- Fixed Amount
- In Money
- Payable on Demand or at a Definite Time
- Payable to Order or Bearer
- Missing and Ambiguous Terms
- Incompleteness
- Ambiguity
- 22.4: Cases
- Negotiability: Requires Unconditional Promise to Pay
- Negotiability: Requires Fixed Amount of Money
- Undated or Incomplete Instruments
- 22.5: Summary and Exercises
- Endnotes
- Chapter 23: Negotiation of Commercial Paper
- 23.1: Transfer and Negotiation of Commercial Paper
- Definitions, Rights, and Liabilities
- Negotiation and Holder
- Liability of Transferors
- Contract Liability
- Warranty Liability
- Liability of Transferees
- How Negotiation Is Accomplished
- Negotiation of Instrument Payable to Bearer
- Negotiation of Instrument Payable to Order
- 23.2: Indorsements
- Definition and Formal Requirements of Indorsement
- Definition
- Placement of Indorsement
- Misspelled or Incorrect Indorsements
- Various Indorsements and Their Effects
- No Indorsement
- Partial Indorsement
- Blank Indorsement
- Special Indorsement
- Restrictive Indorsement
- Collection Indorsement
- Trust Indorsement
- Conditional Indorsement
- Qualified Indorsement
- 23.3: Problems and Issues in Negotiation
- Common Issues Arising in Negotiation of Commercial Paper
- Negotiation Subject to Rescission
- Effect of Reacquisition
- Instruments Payable to Two or More Persons
- Forged Indorsements, Imposters, and Fictitious Payees
- The General Rule on Forged Indorsements
- Exceptions: Imposter, Fictitious Payee, and Dishonest Employee Rules
- The Imposter Rule
- The Fictitious Payee Rule
- The Dishonest Employee Rule
- Negligence
- 23.4: Cases
- Bearer Paper
- Forged Drawer’s Signature, Forged Indorsements, Fictitious Payee, and Comparative Negligence
- Background
- Discussion
- I. Double Forgeries
- II. The Effect of the UCC Revisions
- III. The Fictitious Payee Rule
- IV. Allocation of Liability
- Conclusion
- Joint Payees and Conditional and Restrictive Indorsements
- Facts
- Discussion
- 23.5: Summary and Exercises
- Endnotes
- Chapter 24: Holder in Due Course and Defenses
- 24.1: Holder in Due Course
- Overview of the Holder-in-Due-Course Concept
- Importance of the Holder-in-Due-Course Concept
- Requirements for Being a Holder in Due Course
- Specific Analysis of Holder-in-Due-Course Requirements
- Holder
- Taken for Value
- In Good Faith
- Honesty in Fact
- Observance of Reasonable Commercial Standards of Fair Dealing
- Without Notice
- Without Notice That an Instrument Is Overdue
- Without Notice That an Instrument Has Been Dishonored
- Without Notice of a Defense or Claim
- Without Notice of Unauthorized Signature or Alteration
- Without Reason to Question the Instrument’s Authenticity Because of Apparent Forgery, Alteration,
- Payee as Holder in Due Course
- The Shelter Rule
- 24.2: Defenses and Role in Consumer Transactions
- Defenses
- Holder in Due Course Is Not Subject to Personal Defenses
- Holder in Due Course Is Subject to Real Defenses
- Analysis of the Real Defenses
- Forgery
- Bankruptcy
- Infancy
- Fraudulent Alteration
- Void Contract
- Fraud in the Execution
- Discharge of Which the Holder Has Notice
- Consumer Transactions and Holders in Due Course
- 24.3: Cases
- Executory Promise as Satisfying “Value”
- Facts
- Discussion
- Conclusion
- The “Good Faith and Reasonable Commercial Standards” Requirement
- The Shelter Rule
- 24.4: Summary and Exercises
- Endnotes
- Chapter 25: Liability and Discharge
- 25.1: Liability Imposed by Signature: Agents, Authorized and Unauthorized
- A “Signature” under the Uniform Commercial Code
- Liability of an Agent Who Has Authority to Sign
- The General Rule
- Incorrect Signatures
- Liability of an “Agent” Who Has No Authority to Sign
- The General Rule
- The Exceptions
- 25.2: Contract Liability of Parties
- Liability of Primary Parties
- Maker
- Acceptor
- Liability of Secondary Parties
- Drawer’s Liability
- Indorser’s Liability
- Conditions Required for Liability
- Conditions for Liability in General
- Presentment
- Dishonor
- Notice of Dishonor
- Waived or Excused Conditions
- Presentment Waived or Excused
- Notice of Dishonor Excused
- 25.3: Warranty Liability of Parties
- Overview of Warranty Liability
- Transfer Warranties
- Presentment Warranties
- Warranties Made by One Who Presents an Unaccepted Draft
- Warranties Made by One Who Presents Something Other Than an Unaccepted Draft
- Payment by Mistake
- 25.4: Discharge
- Overview
- Discharge under the Uniform Commercial Code
- Discharge in General
- Discharge by Payment
- Discharge by Tender
- Discharge by Cancellation and Renunciation
- Discharge by Material and Fraudulent Alteration
- Discharge by Certification
- Discharge by Acceptance Varying a Draft
- Discharge of Indorsers and Accommodation Parties
- Extension of Due Date
- Material Modification of Obligation
- Impairment of Collateral
- Discharge by Reacquisition
- Discharge by Unexcused Delay in Presentment or Notice of Dishonor
- 25.5: Cases
- Breach of Presentment Warranties and Conduct Precluding Complaint about Such Breach
- Facts
- Analysis
- Presentment, Acceptance, Dishonor, and Warranties
- Breach of Transfer Warranties and the Bank’s Obligation to Act in Good Faith
- I. Background
- II. Discussion
- A. Breach of transfer warranties
- B. Breach of Contract
- C. Martin’s Counterclaims
- D. Damages
- III. Conclusion
- 25.6: Summary and Exercises
- Endnotes
- Chapter 26: Legal Aspects of Banking
- 26.1: Banks and Their Customers
- The Traditional Bank Collection Process
- The Traditional System in General
- Terminology
- Collection Process between Customers of the Same Bank
- Collection Process between Customers of Different Banks
- Physical Movement of Checks
- The Electronic System: Check 21 Act
- Rationale for the “Check Clearing for the 21st Century Act”
- Basic Idea of Check 21 Act
- UCC Article 4: Aspects of Bank Operations
- Reason for Article 4
- Banks Covered
- Technical Rules
- Relationship with Customers
- Common Issues Arising between Banks and Their Customers
- Payment of Overdrafts
- Payment of Stale Checks
- Post-dated checks
- Payment of Deceased’s or Incompetent’s Checks
- Stop Payment Orders
- Wrongful Dishonor
- Customers’ Duties
- The Expedited Funds Availability Act
- In General
- The Act’s Provisions
- 26.2: Electronic Funds Transfers
- Background to Electronic Fund Transfers
- In General
- Types of EFT
- Electronic Fund Transfer Act of 1978
- Purpose
- Consumer Protections Afforded by the Act
- Liability of the Financial Institution
- Enforcement of the Act
- 26.3: Wholesale Transactions and Letters of Credit
- Wholesale Funds Transfers
- Background and Coverage
- Operation of Article 4A
- Frequently Occurring Legal Issues in Funds Transfers
- Responsibility for Unauthorized Payments
- Error by Sender
- Bank Mistake in Transferring Funds
- Letters of Credit
- Definition
- Source of Law
- International Law
- Domestic Law
- Letters of Credit as Payment for Exports
- As Payment for Imports
- 26.4: Cases
- Bank’s Liability for Paying over Customer’s “Stop Payment” Order
- I.
- II.
- III.
- IV.
- V.
- VI.
- Customer’s Duty to Inspect Bank Statements
- Facts
- Discussion
- A. Union Planters’ Duty to Provide Information under 4-406(a).
- B. Rogers’ Duty to Report the Forgeries under 4-406(d).
- Conclusion
- Customer’s Duty to Inspect Bank Statements
- I. Procedural Posture
- II. The Facts
- III. The Law
- IV. Opinion and Order
- 26.5: Summary and Exercises
- Endnotes
- Chapter 27: Consumer Credit Transactions
- 27.1: Entering into a Credit Transaction
- The Cost of Credit
- Disclosure of Credit Costs
- The Truth in Lending Act
- Consumer Leasing Act of 1988
- Fair Credit and Charge Card Disclosure
- Credit Card Accountability, Responsibility, and Disclosure Act of 2009
- State Credit Disclosure Laws
- Getting Credit
- Equal Credit Opportunity Act
- Fair Credit Reporting Act of 1970: Checking the Applicant’s Credit Record
- 27.2: Consumer Credit Protection Laws and Debt Collection Practices
- Cancellation Rights
- Correcting Billing Mistakes
- Billing Mistakes
- Disputes about the Quality of Goods or Services Purchased
- Debt Collection Practices
- Garnishment
- Wage Assignment
- Confession of Judgment
- Fair Debt Collection Practices Act of 1977
- The Consumer Finance Protection Bureau
- Activities
- 27.3: Cases
- Usury
- Discrimination under the ECOA
- I.
- II.
- III.
- Uses of Credit Reports under the FCRA
- Background
- Analysis
- A. Permissible Purpose under the FCRA
- B. Willful Failure to Comply with the FCRA
- C. Obtaining a Consumer Report under False Pretenses or Knowingly without a Permissible Purpose
- 27.4: Summary and Exercises
- Endnotes
- Chapter 28: Secured Transactions and Suretyship
- 28.1: Introduction to Secured Transactions
- The Problem of Security
- By Agreement with the Debtor
- By Operation of Law
- Basics of Secured Transactions
- Source of Law and Definitions
- Source of Law
- Definitions
- Property Subject to the Security Interest
- Goods
- Consumer Goods
- Inventory
- Farm Products
- Equipment
- Fixtures
- Accession
- Intangible Property
- Accounts
- General Intangibles
- Indispensable Paper
- Chattel Paper
- Documents
- Instruments
- Investment Property
- Other Types of Collateral
- Attachment of the Security Interest
- In General
- Requirements for Attachment
- Creditor Gives Value
- Debtor’s Rights in Collateral
- Security Agreement (Contract) or Possession of Collateral by Creditor
- Perfection of the Security Interest
- Perfection by Filing
- The Financing Statement
- Contents of the Financing Statement
- Duration of the Financing Statement
- Debtor Moves out of State
- Where to File the Financing Statement
- Exemptions
- Temporary Perfection
- Perfection by Possession
- Perfection by Control
- Automatic Perfection
- 28.2: Priorities
- General Rule
- Application of the Rule
- Exceptions to the General Rule
- Immediate Exceptions
- Other Exceptions
- Lien Creditors
- Bankruptcy Trustee
- 28.3: Rights of Creditor on Default and Disposition after Repossession
- Rights of Creditor on Default
- Resort to Judicial Process
- Repossession
- Disposition after Repossession
- Sale
- Strict Foreclosure
- Foreclosure on Intangible Collateral
- 28.4: Suretyship
- Definition, Types of Sureties, and Creation of the Suretyship
- Definition
- Types of Suretyship
- Creation of the Suretyship
- Duties and Rights of the Surety
- Duties of the Surety
- Rights of the Surety
- Exoneration
- Reimbursement
- Subrogation
- Contribution
- Defenses of the Parties
- Defenses of the Principal
- Defenses of the Surety
- 28.5: Cases
- Perfection by Mere Attachment; Priorities
- Preliminary Statement and Issues
- Findings of Fact
- Conclusion of Law, Decision, and Order
- Repossession and Breach of the Peace
- Uniform Commercial Code Section 2A-525(3)
- Uniform Commercial Code Section 2A-108
- Defenses of the Principal Debtor as against Reimbursement to Surety
- Per Curium:Latin for “by the court.” A decision of an appeals court as a whole in which no judge
- 28.6: Summary and Exercises
- Endnotes
- Chapter 29: Mortgages and Nonconsensual Liens
- 29.1: Uses, History, and Creation of Mortgages
- Definitions
- The Uses of Mortgages
- Short History of Mortgage Law
- Creation of the Mortgage
- Statutory Regulation
- Consumer Credit Statutes Apply
- Real Estate Settlement Procedures Act
- Redlining
- The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”)
- The Note and the Mortgage Documents
- The Note
- The Mortgage
- 29.2: Priority, Termination of the Mortgage, and Other Methods of Using Real Estate as Security
- Priorities in Real Property Security
- The General Rule of Priorities
- Exceptions to the General Rule
- Fixture Filing
- Future Advances
- Termination of the Mortgage
- Payment
- Assumption
- Foreclosure
- Other Methods of Using Real Estate as Security
- Deed of Trust
- Installment or Land Contract
- 29.3: Nonconsensual Lien
- Court-Decreed Liens
- Attachment Lien
- Judgment Lien
- Mechanic’s Lien
- Overview
- Procedure for Obtaining a Mechanic’s Lien
- Mechanic’s Liens Priorities
- Possessory Lien
- Tax Lien
- 29.4: Cases
- Denial of Mortgagee’s Right to Foreclose; Erroneous Filings; Lost Instruments
- Mechanic’s Lien Filed against Landlord for Payment of Tenant’s Improvements
- Law/Analysis
- A. Who Must Receive the Consent.
- B. What Kind of Consent Is Necessary.
- C. Evidence There Was No Consent
- D. Evidence There Was Consent
- Conclusion
- Deeds of Trust; Duties of Trustee
- Facts
- Duty to Re-Open Sale
- Chilled Bidding
- Adequacy of the Sale Price
- Duty to a Junior Lienholder
- Attorney Fees
- 29.5: Summary and Exercises
- Endnotes
- Chapter 30: Bankruptcy
- 30.1: Introduction to Bankruptcy and Overview of the 2005 Bankruptcy Act
- The Purpose of Bankruptcy Law
- History of the Bankruptcy System; Bankruptcy Courts and Judges
- Constitutional Basis
- Bankruptcy Statutes
- Bankruptcy Courts, Judges, and Costs
- Overview of Bankruptcy Provisions
- 30.2: Case Administration; Creditors’ Claims; Debtors’ Exemptions and Dischargeable Debts; Debto
- Case Administration (Chapter 3 of the Bankruptcy Code)
- Commencement
- Voluntary and Involuntary Petitions
- The Automatic Stay
- First Meeting of Creditors
- Trustee’s Powers and Duties
- Creditors’ Claims, the Debtor, and the Estate (Chapter 5 of the Bankruptcy Code)
- Claims and Creditors
- Proof of Claims
- Claims with Priority
- Debtor’s Duties and Exemptions
- Debtor’s Duties
- Debtor’s Exemptions
- Secured Property
- Dischargeable and Nondischargeable Debts
- Dischargeable Debts
- Nondischargeable Debts
- Reaffirmation
- Property Included in the Estate
- 30.3: Chapter 7 Liquidation
- Trustee’s Duties under Chapter 7; Grounds for Dismissal: The Means Test
- Trustee’s Duties
- Conversion
- Dismissal
- Distribution of the Estate and Discharge; Denying Discharge
- Distribution of the Estate
- Discharge
- 30.4: Chapter 11 and Chapter 13 Bankruptcies
- Reorganization: Chapter 11 Bankruptcy
- Overview
- How It Works
- Eligibility
- Operation of Business
- Creditors’ Committee
- The Reorganization Plan
- Acceptance of the Plan
- Confirmation of the Plan
- Discharge, Conversion
- Adjustment of Debts of an Individual with Regular Income: Chapter 13 Bankruptcy
- In General
- How It Works
- Eligibility
- The Plan
- Confirmation
- Discharge
- 30.5: Alternatives to Bankruptcy
- Alternatives to Bankruptcy: Overview
- Assignment for Benefit of Creditors; Compositions; Receivership
- Assignment for Benefit of Creditors
- Composition
- Receivership
- 30.6: Cases
- Dischargeability of Student Loans under Chapter 7
- Chapter 11 Bankruptcy
- Chapter 13: What Debts Are Dischargeable?
- 30.7: Summary and Exercises
- Endnotes
- Chapter 31: Introduction to Property: Personal Property and Fixtures
- 31.1: The General Nature of Property Rights
- Definition of Property
- The Economist’s View
- Classification of Property
- Importance of the Distinction between Real and Personal Property
- 31.2: Personal Property
- Possession
- Lost or Misplaced Property
- Gift
- Requirements
- Delivery
- Intent
- Acceptance
- Gifts Causa Mortis
- Gifts to Minors
- Gift Tax
- Accession
- Confusion
- 31.3: Fixtures
- Definition
- Tests
- Annexation
- Adaptation
- Intention
- Fixture Disputes
- Transfer of Real Estate
- Tenant’s Fixtures
- 31.4: Case
- Lost or Misplaced Property
- 31.5: Summary and Exercises
- Endnotes
- Chapter 32: Intellectual Property
- 32.1: Patents
- Source of Authority and Duration
- Patentability
- What May Be Patented
- What May Not Be Patented
- Tests for Patentability
- Procedures for Obtaining a Patent
- Patent Ownership
- Infringement and Invalidity Suits
- Patent Misuse
- 32.2: Trade Secrets
- Definition of Trade Secrets
- Elements of Trade Secrets
- Originality
- Secrecy
- Economic Espionage Act
- Right of Employees to Use Trade Secrets
- 32.3: Copyright
- Definition and Duration
- Protected Expression
- Rights Protected by the Copyright Act
- Preventing Copying
- Fair Use
- Infringement
- Copyrightability Standards
- Who May Obtain a Copyright?
- Obtaining a Copyright
- Computer Downloads and the Digital Millennium Copyright Act
- 32.4: Trademarks
- Definitions of Trademarks
- Extent of Trademark Protection
- Kinds of Marks
- Limitations on Marks
- Dilution, Tarnishment, and Blurring
- Acquiring Trademark Rights
- Loss of Rights
- 32.5: Cases
- Fair Use in Copyright
- Trademark Infringement and Dilution
- 32.6: Summary and Exercises
- Endnotes
- Chapter 33: The Nature and Regulation of Real Estate and the Environment
- 33.1: Estates
- Present Estates (Freeholds)
- Fee Simple Absolute
- Fee Simple Defeasible
- Life Estates
- Future Estates
- Reversion
- Remainder
- 33.2: Rights Incident to Possession and Ownership of Real Estate
- Rights to Airspace
- Rights to the Depths
- Rights to Water
- 33.3: Easements: Rights in the Lands of Others
- Definition
- Creation
- Use of the Easement
- 33.4: Regulation of Land Use
- Regulation of Land Use by Tort Law
- Landowner’s Activities
- Injury to Persons Entering the Real Estate
- Trespassers
- Children
- Licensees
- Invitees
- Private Regulation of Land Use by Agreement
- Public Control of Land Use through Eminent Domain
- Public Use
- Just Compensation
- Taking
- Public Control of Land Use through Zoning
- Nonconforming Uses
- Variances
- 33.5: Environmental Law
- National Environmental Policy Act
- Environmental Protection Agency
- Water Pollution
- Clean Water Act
- Private Industry
- Other EPA Water Activities
- Air Pollution
- Waste Disposal
- Resource Conservation and Recovery Act
- Comprehensive Environmental Response, Compensation, and Liability Act
- Chemical Hazards
- Toxic Substances Control Act
- Pesticide Regulation
- Other Types of Environmental Controls
- Noise Regulation
- Radiation Controls
- 33.6: Cases
- Reasonable Use Doctrine
- Criminal Liability of Employees under RCRA
- 33.7: Summary and Exercises
- Endnotes
- Chapter 34: The Transfer of Real Estate by Sale
- 34.1: Forms of Ownership
- Overview
- Joint Tenancy
- Tenancy by the Entirety
- Tenancy in Common
- Community Property
- Condominiums
- Cooperatives
- Time-Shares
- 34.2: Brokers, Contracts, Proof of Title, and Closing
- Regulation of the Real Estate Business
- State Licensing
- Civil Rights Act
- Hiring the Broker: The Listing Agreement
- Exclusive Right to Sell
- Exclusive Agency
- Open Listing
- Broker’s Duties
- The Sales Agreement
- Names of Buyers and Sellers
- Real Estate Description
- Price
- Signature
- Easements and Restrictive Covenants
- Risk of Loss
- Earnest Money
- Contingencies
- Times for Performance
- Types of Deeds
- Proof of Title
- Recording Statutes
- Notice Statute
- Race-Notice Statute
- Race Statute
- Chain of Title
- Abstract and Opinion
- Title Insurance
- The Closing
- Form of the Deed
- Grantor
- Grantee
- Addresses
- Words of Conveyance
- Description
- Statement of Consideration
- Date
- Execution
- Delivery
- Delivery to Grantee
- Delivery to Third Party (Commercial Escrow)
- 34.3: Adverse Possession
- Hostile Possession
- Actual Possession
- Open and Notorious Possession
- Continuous Possession
- Exclusive Possession
- 34.4: Cases
- Title Insurance
- Delivery of a Deed
- 34.5: Summary and Exercises
- Endnotes
- Chapter 35: Landlord and Tenant Law
- 35.1: Types and Creation of Leasehold Estates
- Types of Leasehold Estates
- Estate for Years
- Periodic Tenancy
- Tenancy at Will
- Creation of Leasehold Estates
- Oral Leases
- Written Leases
- 35.2: Rights and Duties of Landlords and Tenants
- Rights and Duties of Landlords
- Possession
- Warranty of Habitability
- Noninterference with Use
- Tenant’s Remedies
- Damages
- Rent Remedies
- Rights and Duties of Tenants
- Duty to Pay Rent
- Alteration and Restoration of the Premises
- Use of the Property for an Illegal Purpose
- Landlord’s Remedies
- 35.3: Transfer of Landlord’s or Tenant’s Interest
- General Rule
- Landlord’s Interest
- Tenant’s Interest
- 35.4: Landlord’s Tort Liability
- Exceptions to the General Rule
- Hidden Dangers Known to Landlord
- Dangers to People off the Premises
- Premises Leased for Admitting the Public
- Landlord Retaining Control of Premises
- Faulty Repair of Premises
- 35.5: Cases
- Constructive Eviction
- Landlord’s Tort Liability
- 35.6: Summary and Exercises
- Endnotes
- Chapter 36: Estate Planning: Wills, Estates, and Trusts
- 36.1: Wills and Estate Administration
- Definition
- The Uniform Probate Code
- Will Requirements and Interpretation
- Capacity
- Writing
- Signature
- Witnesses
- Revocation and Modification
- Abatement
- Ademption
- Intestacy
- Unmarried Decedent
- Married with No Children
- Married with Children
- Unmarried with Children
- Estate Administration
- 36.2: Trusts
- Definitions
- Settlor or Grantor
- Trustee
- Beneficiary
- Express Trusts
- Totten Trust
- Blind Trust
- Clifford Trust
- Charitable Trust
- Spendthrift Trust
- Express Trusts in Business
- Implied Trusts
- 36.3: Factors Affecting Estates and Trusts
- Principal and Income
- Taxation
- Power of Appointment
- 36.4: Cases
- Testamentary Capacity
- Settlor’s Limited Power over the Trust
- 36.5: Summary and Exercises
- Endnotes
- Chapter 37: Insurance
- 37.1: Definitions and Types of Insurance
- Public and Private Insurance
- Types of Insurance for the Individual
- Life Insurance
- Health Insurance
- Disability Insurance
- Homeowner’s Insurance
- Automobile Insurance
- Other Liability Insurance
- Types of Business Insurance
- Workers’ Compensation
- Automobile Insurance
- Property Insurance
- Malpractice Insurance
- Business Interruption Insurance
- Liability Insurance
- 37.2: Property Insurance, Liability Insurance, and Life Insurance
- Property Insurance
- Coverage
- Insurable Interest in Property
- Subrogation
- Assignment
- Intentional Losses
- Coinsurance Clause
- Liability Insurance
- No-Fault Trends
- Life Insurance
- Insurable Interest
- Subrogation
- Change of Beneficiary and Assignment
- Intentional Losses
- Suicide
- Murder
- 37.3: Insurer’s Defenses
- Types of Defenses
- Representation
- Concealment
- Warranties
- Incontestable Clause
- Requirement of Insurer’s Good Faith
- 37.4: Case
- Misrepresentation to Insurer
- 37.5: Summary and Exercises
- Chapter 38: Relationships between Principal and Agent
- 38.1: Introduction to Agency and the Types of Agents
- Introduction to Agency Law
- Why Is Agency Law Important, and What Is an Agent?
- Recurring Issues in Agency Law
- John Alden
- Recurring Issues in Agency
- Types of Agents
- General Agent
- Special Agent
- Agency Coupled with an Interest
- Subagent
- Servant
- Independent Contractor
- Creation of the Agency Relationship
- Agency Created by Agreement
- Consideration
- Formalities
- Capacity
- Agency Created by Operation of Law
- Implied Agency
- Apparent Agency
- 38.2: Duties between Agent and Principal
- Agent’s Duty to Principal
- Fiduciary Duty
- Duty to Avoid Self-Dealing
- Duty to Preserve Confidential Information
- Other Duties
- Duty of Skill and Care
- Duty of Good Conduct
- Duty to Keep and Render Accounts
- Duty to Act Only as Authorized
- Duty Not to Attempt the Impossible or Impracticable
- Duty to Obey
- Duty to Give Information
- “Shop Rights” Doctrine
- Principal’s Duty to Agent
- Contract Duties
- General Contract Duties
- Employment at Will
- Duty to Indemnify
- Tort and Workers’ Compensation Duties
- Background to Workers’ Compensation
- The System in General
- Coverage
- Paying for Workers’ Compensation
- Recurring Legal Issues
- 38.3: Cases
- Creation of Agency: Apparent Authority
- Employee versus Independent Contractor
- Breach of Fiduciary Duty
- Workers’ Compensation: What “Injuries” Are Compensable?
- 38.4: Summary and Exercises
- Endnotes
- Chapter 39: Liability of Principal and Agent; Termination of Agency
- 39.1: Principal’s Contract Liability
- Principal’s Contract Liability Requires That Agent Had Authority
- Types of Authority
- Express Authority
- Implied Authority
- Apparent Authority
- Ratification
- 39.2: Principal’s Tort and Criminal Liability
- Principal’s Tort Liability
- The Distinction between Direct and Vicarious Liability
- Direct Liability
- Vicarious Liability
- Agents for Whom Principals Are Vicariously Liable
- Liability for Agent’s Intentional Torts
- Deviations from Employment
- The “Scope of Employment” Problem
- The Zone of Risk Test
- Special Cases of Vicarious Liability
- Use of Automobiles
- Torts of Family Members
- Other Torts Governed by Statute or Regulation
- Principal’s Criminal Liability
- 39.3: Agent’s Personal Liability for Torts and Contracts; Termination of Agency
- Agent’s Personal Liability for Torts and Contracts
- Tort Liability
- Contract Liability
- Agent for Undisclosed or Partially Disclosed Principal
- Lack of Authority in Agent
- Agent Acting on Own Account
- Termination of Agency
- By Act of the Parties
- Express Termination
- Implied Termination
- By Operation of Law
- 39.4: Cases
- Implied Authority
- Employer’s Liability for Employee’s Intentional Torts: Scope of Employment
- Employer’s Liability for Employee’s Intentional Torts: Scope of Employment
- Facts and Proceedings in the Trial Court
- Discussion
- 39.5: Summary and Exercises
- Endnotes
- Chapter 40: Partnerships: General Characteristics and Formation
- 40.1: Introduction to Partnerships and Entity Theory
- Importance of Partnership Law
- History of Partnership Law
- Through the Twentieth Century
- The Current State of Partnership Law
- Entity Theory
- Meaning of “Legal Entity”
- Entity Characteristics of a Partnership
- For Accounting Purposes
- For Purposes of Taxation
- For Purposes of Litigation
- For Purposes of Owning Real Estate
- For Purposes of Bankruptcy
- 40.2: Partnership Formation
- Creation of an Express Partnership
- Creation in General
- Specific Issues of Concern
- Who Can Be a Partner?
- Written versus Oral Agreements
- Validity of the Partnership Name
- Creation of Implied Partnership
- Tests of Partnership Existence
- Association of Persons
- Co-owners of a Business
- Sharing of Profits
- Business for Profit
- Sharing the Profit
- Other Factors
- Creation of Partnership by Estoppel
- 40.3: Cases
- Tests of Partnership Existence
- Creation of a Partnership: Registering the Name
- Background Facts
- Suit against Whitehead
- Discussion
- Partnership by Estoppel
- Facts
- The Faxed Credit References
- The Fax Cover Sheet
- The Epsco Personnel Credit Application
- The Checks to Epsco
- The Business Card
- The Dealership Application
- 40.4: Summary and Exercises
- Endnotes
- Chapter 41: Partnership Operation and Termination
- 41.1: Operation: Relations among Partners
- Duties Partners Owe Each Other
- Duty to Serve
- Duty of Loyalty
- Application of the Fiduciary Standard to Partnership Law
- Limits on the Reach of the Fiduciary Duty
- Activities Affected by the Duty of Loyalty
- Duty of Care
- Duty of Obedience
- Duty to Inform Copartners
- Duty to Account
- The Rights That Partners Have in a Partnership
- Rights to Distributions
- Right to Profits (and Losses)
- Right to Indemnification
- Right to Return of Capital Contribution
- Right to Compensation
- Right to Management
- Right to Choose Partners
- Right to Property of the Partnership
- Rights in Specific Partnership Property: UPA Approach
- Rights in Specific Property: RUPA Approach
- Right to Assign Partnership Interest
- Voluntary Assignment
- Involuntary Assignment
- Right to Enforce Partnership Rights
- Right to Information and Inspection of Books
- 41.2: Operation: The Partnership and Third Parties
- Contract Liability
- Liability of the Partnership
- The General Rule
- Partnership “Statements”
- Personal Liability of Partners, in General
- Liability of Existing Partners
- Liability of Incoming Partners
- Tort and Criminal Liability
- Partnership Liability for Torts
- Partners’ Personal Liability for Torts
- Liability for Crimes
- Liability for Taxes
- 41.3: Dissolution and Winding Up
- Dissolution of Partnerships under UPA
- Meaning of Dissolution under UPA
- Causes of Dissolution
- In Accordance with the Agreement
- In Violation of the Agreement
- By Operation of Law
- By Court Order
- Effect of Dissolution on Authority
- After Dissolution
- Forming a New Partnership
- Winding Up and Termination
- Dissociation and Dissolution of Partnerships under RUPA
- Dissociation
- Causes of Dissociation
- Effect of Dissociation
- Dissolution
- Causes of Dissolution
- Effect of Dissolution
- Continuing after Dissociation
- Winding Up the Partnership under UPA and RUPA
- Who Can Participate in Winding Up
- Settlement of Accounts among Partners
- 41.4: Cases
- Breach of Partnership Fiduciary Duty
- Partnership Authority, Express or Apparent
- Partnership Bound by Contracts Made by a Partner on Its Behalf; Partners’ Duties to Each Other; Wi
- Analysis
- Winding Up the Partnership
- Lopez’s Liability for the IKON Debt
- Attorneys’ Fees
- Conclusion
- Dissolution under RUPA
- 41.5: Summary and Exercises
- Endnotes
- Chapter 42: Hybrid Business Forms
- 42.1: Limited Partnerships
- Governing Law and Definition
- Governing Law
- Definition
- Creation and Capitalization
- Creation
- Capitalization
- Control and Compensation
- Control
- General Partners
- Limited Partners
- Assignment of Partnership Rights
- Inspection of Books
- Addition of New Partners
- Compensation
- General Partners
- Limited Partners
- Liabilities
- General Partners
- Limited Partners
- Taxation
- Termination
- Dissolution
- Winding Up
- 42.2: Limited Liability Companies
- History and Law Governing Limited Liability Companies
- History of the Limited Liability Company
- Governing Law
- Creation and Capitalization
- Creation of the LLC
- Capitalization
- Control and Compensation
- Control
- Compensation
- Liability
- Liability to Outsiders
- Internal Liabilities
- Taxation
- Termination
- Continuity of Life
- Dissolution and Winding Up
- Free Transferability of Interest
- 42.3: Other Forms
- Sub-S Corporation
- History
- Creation and Capitalization
- Liability
- Taxation
- Transferability of Ownership
- Limited Liability Partnerships
- Background
- Creation
- Liability
- Limited Liability Limited Partnerships
- Ethical Concerns
- 42.4: Cases
- Limited Partnerships: Limited Partners’ Liability for Managing Limited Partnership
- Liability Issues in LLCs
- Defective Registration as a Limited Liability Partnership
- 42.5: Summary and Exercises
- Endnotes
- Chapter 43: Corporation: General Characteristics and Formation
- 43.1: Historical Background
- A Fixture of Every Major Legal System
- U.S. Corporation Formation
- Corporate Law Today
- 43.2: Partnerships versus Corporations
- Ease of Formation
- Ownership and Control
- Transferability of Interests
- Financing
- Taxation
- 43.3: The Corporate Veil: The Corporation as a Legal Entity
- The Basic Rights of the Corporate “Person”
- Absence of Rights
- Piercing the Corporate Veil
- Fraud
- Failure to Act as a Corporation
- Other Types of Personal Liability
- 43.4: Classifications of Corporations
- Nonprofit Corporations
- Public Corporations
- Professional Corporations
- Business Corporations
- The Two Types
- 43.5: Corporate Organization
- The Corporate Charter
- Function of the Charter
- Charter as a Contract
- Selection of a State
- Where to Charter
- Why Choose Delaware?
- The Promoter
- Functions
- Contract Liability
- Preincorporation Stock Subscriptions
- Execution and Filing of the Articles of Incorporation
- Organizational Meeting of Directors
- 43.6: Effect of Organization
- De Jure and De Facto Corporations
- Corporation by Estoppel
- 43.7: Cases
- Corporate First Amendment Rights
- Piercing the Corporate Veil
- Corporate Promoter
- De Jure and De Facto Corporations
- 43.8: Summary and Exercises
- Endnotes
- Chapter 44: Legal Aspects of Corporate Finance
- 44.1: General Sources of Corporate Funds
- Sources
- Plowback
- Debt Securities
- Equity Securities
- Other Forms of Finance
- 44.2: Bonds
- Basics of Corporate Bonds
- Advantages and Disadvantages of Bonds
- 44.3: Types of Stock
- Authorized, Issued, and Outstanding Stock
- Par Value and No-Par Stock
- Preferred Stock
- Preference to Dividends
- Liquidation Preference
- Convertible Shares
- Redeemable Shares
- Voting Rights
- Common Stock
- Treasury Shares
- Buyback
- Stocks and Bonds, Bulls and Bears, Oh My!
- 44.4: Initial Public Offerings and Consideration for Stock
- Sale of stock
- Nature of the Consideration
- Evaluating the Consideration: Watered Stock
- 44.5: Dividends
- Types of Dividends
- Cash Dividend
- Stock Dividend
- Property Dividend
- Stock Split
- Legal Limitations on Dividends
- Distribution from Capital Surplus
- Record Date, Payment Date, Rights of Stockholders
- Discretion of Directors to Pay Dividends
- When Directors Are Too Stingy
- When Directors Are Too Generous
- 44.6: The Winds of Change
- Changes in the Revised Model Business Corporation Act
- Introduction to Article 8 of the Uniform Commercial Code
- The UCC and the 1933 and 1934 Securities Acts
- 44.7: Cases
- Consideration in Exchange for Stock
- Payment of Dividends
- 44.8: Summary and Exercises
- Endnotes
- Chapter 45: Corporate Powers and Management
- 45.1: Powers of a Corporation
- Two Types of Corporate Powers
- Express Powers
- Implied Powers
- The Ultra Vires Doctrine
- Criminal, Tortious, and Other Illegal Acts
- 45.2: Rights of Shareholders
- General Management Functions
- Meetings
- Right to Vote
- Who Has the Right to Vote?
- Quorum
- Cumulative Voting
- Voting Arrangements to Concentrate Power
- Proxies
- Voting Agreements
- Voting Trusts
- Inspection of Books and Records
- Preemptive Rights
- Derivative Actions
- 45.3: Duties and Powers of Directors and Officers
- General Management Responsibility of the Directors
- Delegation to Committees
- Delegation to Officers
- Number and Election of Directors
- Directors’ Qualifications and Characteristics
- Removal of Directors and Officers
- Meetings
- Compensation
- 45.4: Liability of Directors and Officers
- Nature of the Problem
- Duty of Loyalty
- Contracts with the Corporation
- Corporate Opportunity
- Duty of Care
- Constituency Statutes and Corporate Social Responsibility
- Sarbanes-Oxley and Other Modern Trends
- Liability Prevention and Insurance
- 45.5: Cases
- Ultra Vires Acts
- Business Judgment Rule
- 45.6: Summary and Exercises
- Endnotes
- Chapter 46: Securities Regulation
- 46.1: The Nature of Securities Regulation
- What Is a Security?
- The Securities and Exchange Commission
- Functions
- Fundamental Mission
- Securities Act of 1933
- Goals
- Registration
- Penalties
- Securities Exchange Act of 1934
- Companies Covered
- Reporting Proxy Solicitation
- Penalties
- Blue Sky Laws
- Dodd-Frank Wall Street Reform and Consumer Protection Act
- 46.2: Liability under Securities Law
- The Foreign Corrupt Practices Act
- Insider Trading
- Recapture of Short-Swing Profits: Section 16(b)
- Insider Trading: Section 10(b) and Rule 10b-5
- Secondary Actor
- Sarbanes-Oxley Act
- 46.3: Cases
- What Is a Security?
- Tippee Liability
- Tippee Liability
- 46.4: Summary and Exercises
- Endnotes
- Chapter 47: Corporate Expansion, State and Federal Regulation of Foreign Corporations, and Corporate
- 47.1: Corporate Expansion
- Purchase of Assets
- Successor Liability
- Merger
- Consolidation
- Purchase of Stock
- Takeovers
- Tender Offers
- Leveraged Buyouts
- State versus Federal Regulation of Takeovers
- Short-Form Mergers
- Appraisal Rights
- 47.2: Foreign Corporations
- Conditions on Admission to Do Business
- Typical Requirements for Foreign Corporations
- Penalties for Failure to Comply with a Statute
- Jurisdiction over Foreign Corporations
- Taxing Authority
- 47.3: Dissolution
- Voluntary Dissolution
- Involuntary Dissolution
- Judicial Liquidation
- Action by Shareholder
- Claims against a Dissolved Corporation
- Bankruptcy
- 47.4: Cases
- Successor Liability
- Constitutional Issues Surrounding Taxation of a Foreign Corporation
- 47.5: Summary and Exercises
- Endnotes
- Chapter 48: Antitrust Law
- 48.1: History and Basic Framework of Antitrust Laws in the United States
- The Sherman Act
- The Clayton Act
- The Federal Trade Commission Act
- Enforcement of Antitrust Laws
- General Enforcement
- Enforcement in International Trade
- Criminal Sanctions
- Forfeitures
- Injunctions and Consent Decrees
- Treble Damages
- Class Actions
- Interpreting the Laws
- Vagueness
- The “Rule of Reason”
- “Per Se” Rules
- Under the Clayton Act
- 48.2: Horizontal Restraints of Trade: Sherman Act, Section 1
- Price-Fixing
- Direct Price-Fixing Agreements
- Exchanging Price Information
- Controlling Output
- Regulating Competitive Methods
- Nonprice Restraints of Trade
- Allocating Territories
- Exclusionary Agreements
- Boycotts
- Proof of Agreement
- Proof of Harm
- 48.3: Vertical Restraints of Trade
- Resale Price Maintenance
- Exclusive Dealing and Tying
- Nonprice Vertical Restraints: Allocating Territory and Customers
- Nonprice Vertical Restraints: Exclusive Dealing Agreements
- 48.4: Price Discrimination: The Robinson-Patman Act
- The Statutory Framework
- Discrimination by the Seller
- Preliminary Matters
- Simultaneous Sales
- Identity of Purchaser
- Sales of Commodities
- Goods of Like Grade and Quality
- Competitive Injury
- Primary-Line Injury
- Secondary-Line Injury
- Seller’s Defenses
- Meeting Competition
- Allowances for Merchandising and Other Services
- 48.5: Exemptions
- Organized Labor
- Insurance Companies
- State Action
- Group Solicitation of Government
- Baseball
- 48.6: Sherman Act, Section 2: Concentrations of Market Power
- Introduction
- Relevant Markets: Product Market and Geographic Market
- Product Market
- Geographic Market
- Monopoly Power
- Monopolization: Acquiring and Maintaining a Monopoly
- Innovation as Evidence of Intent to Monopolize
- Attempts to Monopolize
- Remedies
- 48.7: Acquisitions and Mergers under Section 7 of the Clayton Act
- Definitions
- Mergers and Acquisitions
- Horizontal
- Vertical
- Conglomerate Mergers
- General Principles
- Defining the Market
- The Failing Company Doctrine
- Beneficial Effects
- Tests of Competitive Effect
- Horizontal Mergers
- Vertical Mergers
- Conglomerate Mergers
- Entrenching Oligopoly
- Eliminating Potential Competition
- Reciprocity
- Joint Ventures
- Remedies
- 48.8: Cases
- Horizontal Restraints of Trade
- Acquiring and Maintaining a Monopoly
- Innovation and Intent to Monopolize
- 48.9: Summary and Exercises
- Endnotes
- Chapter 49: Unfair Trade Practices, the Federal Trade Commission, and Consumer Protection Laws
- 49.1: The Federal Trade Commission: Powers and Law Governing Deceptive Acts
- General Powers of the Federal Trade Commission
- General Principles of Law Governing Deceptive Acts and Practices
- 49.2: Deceptive Acts and Practices
- Failure to Disclose Pertinent Facts
- Descriptions of Products
- Misleading Price and Savings Claims
- Bait-and-Switch Advertisements
- Free Offers
- Product Comparisons and Disparagements
- Endorsements
- Pictorial and Television Advertising
- 49.3: Unfair Trade Practices
- Contests and Sweepstakes
- Door-to-Door, Direct Mail, and Unsolicited Merchandise
- Negative-Option Plans
- Breach of Contract
- Other FTC Initiatives
- 49.4: Remedies
- Other Federal Consumer Protection Agencies
- Little FTC Acts
- 49.5: Cases
- False and Misleading Representations
- Product Comparisons
- Corrective Advertising
- 49.6: Summary and Exercises
- Endnotes
- Chapter 50: Employment Law
- 50.1: Federal Employment Discrimination Laws
- Title VII of the Civil Rights Act of 1964
- Discrimination Based on Religion
- Sex Discrimination
- Discrimination Based on Race, Color, and National Origin
- Exceptions to Title VII
- Merit
- Seniority
- Bona Fide Occupational Qualification (BFOQ)
- Independent Contractors
- Defenses in Sexual Harassment Cases
- Affirmative Action
- The Age Discrimination in Employment Act
- Disabilities: Discrimination against the Handicapped
- Equal Pay Act
- Sexual Orientation, Gender Orientation
- 50.2: Employment at Will
- Discharging an Employee for Refusing to Violate a Law
- Discharging an Employee for Exercising a Legal Right
- Discharging an Employee for Performing a Legal Duty
- Discharging an Employee in a Way That Violates Public Policy
- Contract Modification of Employment at Will
- Good Faith and Fair Dealing Standard
- 50.3: Labor-Management Relations
- A Brief History of American Labor Law
- Labor and the Common Law in the Nineteenth Century
- Labor in the Early 20th Century
- Moves toward Modern Labor Legislation
- The Norris-LaGuardia Act, 1932
- The National Labor Relations Act (the Wagner Act), 1935
- The Taft-Hartley Act (Labor-Management Relations Act), 1947
- The Landrum-Griffin Act, 1959
- Labor law in the 21st Century
- Enforcing Labor Law: The National Labor Relations Board’s Organization and Functions
- 50.4: Other Employment-Related Laws
- The Federal Plant-Closing Act
- The Employee Polygraph Protection Act
- Occupational Safety and Health Act
- Employee Retirement Income Security Act
- Fair Labor Standards Act
- Workers’ Compensation Laws
- Other State Laws
- 50.5: Cases
- Disparate Treatment: Burdens of Proof
- Factual Background
- From the Opinion of FEINBERG, CIRCUIT JUDGE
- B. The Employer’s Burden
- Title VII and Hostile Work Environment
- I. [Facts]
- II. [Analysis]
- A. Hostile Work Environment
- Age Discrimination: Burden of Persuasion
- I
- II
- A
- B
- IV
- 50.6: Summary and Exercises
- Endnotes
- Chapter 51: International Law
- 51.1: Introduction to International Law
- 51.2: Sources and Practice of International Law
- Treaties and Conventions
- Custom
- General Principles of Law, or Customary International Law
- Judicial Decisions in International Tribunals; Scholarly Teachings
- Due Process and Recognition of Foreign Judgments
- Arbitration
- 51.3: Important Doctrines of Nation-State Judicial Decisions
- Bases for National Jurisdiction under International Law
- Forum Non Conveniens; Forum-Selection Clauses
- Sovereign Immunity
- Act of State
- 51.4: Regulating Trade
- Export Controls
- Import Controls and Free Trade
- 51.5: Cases
- Forum-selection clauses
- Due process in the enforcement of judgments
- Forum non conveniens
- Act of State
- 51.6: Summary and Exercises
- Endnotes
- Chapter 52: Liability and Regulation of Accountants
- 52.1: Why Regulation of Accountants is Necessary
- 52.2: Common Law Liability
- Breach of Contract
- Tort Liability
- Fraud
- Accountants’ Liability to Third Parties for Fraud or for Negligence
- 52.3: Federal Statutory Liability
- Liability under the Securities Act of 1933
- Liability under the Securities Exchange Act of 1934
- Sarbanes-Oxley Act, 2002
- Other Federal Laws Affecting Accountants
- 52.4: State Regulation Affecting Accountants, and Other Duties Owed to Clients
- 52.5: Cases
- Liability and Defenses under the Securities Act of 1933
- Accountants’ Liability Under the Act of 1934 for Aiding and Abetting Fraud
- 52.6: Summary and Exercises
- Endnotes
- Index
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