Business Law : Principles, Cases, and Policies

by Roszkowski, Mark E.

• ISBN13: 9780130915603
• ISBN10: 0130915602
• Edition: 5th
• Format: Hardcover
• Copyright: 2002-01-01
• Publisher: Pearson College Div

Summary

This classic book spans all topics covered in a legal environment course or a traditional business law course. It is extremely clear and well written, and contains numerous cases that illustrate legal principles in actual practice. The facts of the cases are summarized in the author's words followed by a significant excerpt from the court's opinion. Other key content in this edition includes: an exciting new chapter on technology law, an expanded discussion of requirements and output contracts of the Uniform Commercial Code, added coverage of government regulation of credit, a complete revision of the secured transactions material, new coverage of Uniform Prudent Investor Act, updated principal and income allocation material, expanded coverage of limited liability partnerships, updated corporations and securities regulation coverage, increased coverage of the rule of reason under the Sherman Act, and coverage of the new auditor independence rules.

Table of Contents

Preface	xxv
Guide to Reading Legal Cases	xxix
Part One INTRODUCTION TO LAW AND THE LEGAL SYSTEM	1	(124)
Law and Courts	3	(24)
Introduction to Law and Business Law	3	(7)
Law and Business
Law and Ethics
Classifications of Law
Derivation of
American Legal Systems
The Role of an Attorney
Sources of Law in the United States	10	(6)
Constitutions
Case: Marbury v. Madison	11	(3)
Statutes
The Common Law
Case: Beattie v. Beattie	14	(2)
American Court Systems	16	(11)
Jurisdiction
State Court Systems
Federal Court System
Relationship Between State and Federal Courts
Applicable Law
Case: Erie Railroad Co. v. Tompkins	22	(2)
Statutes of Limitation
Summary	24	(1)
Key Terms	25	(1)
Questions and Problems	25	(2)
Civil Dispute Resolution	27	(22)
Alternative Dispute Resolution	28	(4)
Negotiation
Mediation
Arbitration
Case: Advanced Micro Devices, Inc. v. Intel Corporation	30	(2)
Other ADR Methods
Litigation-Pretrial Proceedings	32	(8)
Pleadings Stage
Case: Tatro v. Manor Care, Inc.	36	(4)
Discovery Stage
Trial	40	(3)
Jury Trials and Bench Trials
Burden of Proof
The Trial Process
Post-Trial Proceedings	43	(6)
Appellate Review
Effect of Judgment
Enforcement of Judgment
Summary	45	(1)
Key Terms	46	(1)
Questions and Problems	46	(3)
Criminal Law and Procedure	49	(20)
Substantive Criminal Law	49	(6)
Elements of a Crime
Offenses and Responsibility
Business Crimes
Case: United States v Hilton Hotels Corporation	53	(1)
Case: United States v. Park	54	(1)
Criminal Procedure	55	(14)
Enforcement of Criminal Law
Criminal Jurisdiction and Venue
The Constitution and Criminal Procedure
Case: United States v. James Daniel Good Real Property	57	(3)
Stages in the Criminal Process
Case: Dickerson v. United States	60	(6)
Summary	66	(1)
Key Terms	66	(1)
Questions and Problems	66	(3)
The Constitution and Business Regulation	69	(22)
Governmental Power to Regulate Business and Commerce	69	(3)
State Powers to Regulate Business
Federal Power to Regulate Business: The Commerce Clause
Case: McLain v. Real Estate Board of New Orleans, Inc.	71	(1)
Constitutional Limitations on Federal and State Regulation of Business	72	(8)
Limitations on the State Police and Taxing Powers
Case: Chemical Waste Management Inc. v. Hunt	73	(4)
Bill of Rights and Fourteenth Amendment Limitations
Case: Edenfieid v. Fane	77	(3)
Administrative Agencies	80	(11)
Powers of Administrative Agencies
Government Control of Administrative Agencies
Case: Food and Drug Administration v. Brown & Williamson Tobacco Corporation	85	(3)
Administrative Agencies--Problems and Reforms
Summary	88	(1)
Key Terms	88	(1)
Questions and Problems	89	(2)
Tort Law	91	(24)
Introduction to Tort Law	91	(2)
Torts and Crimes Distinguished
Grounds of Tort Liability
Damages in Tort Actions
Multiple Defendants in Tort Actions
Intentional Torts	93	(8)
Intentional Interference with the Person
Case: Adams v. Zayre Corporation	94	(3)
Case: Sigal Construction Corporation v. Stanbury	97	(4)
Intentional Interference with Property
Intentional Interference with Business Relations
Negligence	101	(8)
Duty and Breach of Duty
Proximate Cause and Injury
Case: Hairston v. Alexander Tank and Equipment Co.	104	(2)
Defenses to Negligence
Case: Li v. Yellow Cab Company of California	106	(2)
Premises Liability
Case: Lorinovich v. K Mart Corporation	108	(1)
Strict Liability	109	(6)
Possessors of Animals
Abnormally Dangerous Activities
Case: State Department of Environmental Protection v. Ventron Corporation	110	(2)
Summary	112	(1)
Key Terms	112	(1)
Questions and Problems	112	(3)
Introduction to Property and the Uniform Commercial Code	115	(10)
Introduction to Property	115	(3)
``Property'' Defined
Property and Law
Nature and Characteristics of Property Interests
The Distinction Between Real and Personal Property
Introduction to the Uniform Commercial Code (UCC)	118	(7)
The Background of the UCC
General Organization of the UCC
Introduction to Specific Articles
Summary	123	(1)
Key Terms	123	(1)
Questions and Problems	123	(2)
Part Two CONTRACTS	125	(178)
Introduction to Contracts	127	(12)
The Law of Contracts	127	(3)
Promise and Contract
Enforceable and Unenforceable Contracts
void and Voidable Contracts
Types of Contracts	130	(3)
Formal and Informal Contracts
Unilateral and Bilateral Contracts
Express and Implied Contracts
Case: Eaton v. Engelcke Manufacturing, Inc.	132	(1)
Executed and Executory Contracts
Scope and Organization of Contract Study	133	(6)
The Chronology of a Contract
Common Law and Code Contracts
Summary	137	(1)
Key Terms	137	(1)
Questions and Problems	137	(2)
Contract Formation--Agreement	139	(22)
The Offer	139	(5)
``Offer'' Defined
Master of the Offer Rule
The Objective Theory of Contract
Case: Lucy v. Zehmer	140	(3)
Intent and Definiteness
Case: Chang v. First Colonial Savings Bank	143	(1)
Communication, Effectiveness, and Duration of the Offer
Termination of the Offer Before Acceptance	144	(6)
Termination by the Offeror--Revocation
Termination by the Offeree--Rejection
Case: Normile v. Miller	146	(4)
Termination by Operation of Law
Acceptance	150	(11)
Case: Wucherpfennig v. Dooley	150	(3)
Manner of Acceptance
Specific Problems of Unilateral Contracts
Notification of Acceptance
Case: Carlill v. Carbolic Smoke Ball Company	153	(3)
Effectiveness of Acceptance: ``Mailbox Acceptance Rule''
Summary	156	(1)
Key Terms	157	(1)
Questions and Problems	157	(4)
Contract Formation--Consideration	161	(20)
The Doctrine of Consideration	161	(3)
Form of Consideration
Requirement of a Bargain
Case: McInerney v. Charter Golf, Inc.	163	(1)
Legal Detriment	164	(3)
Adequacy of Consideration
Preexisting Legal Duties
Case: In Re Estate of Dahn	166	(1)
Bargained-for Exchange	167	(3)
Past Consideration
Case: Passante v McWilliam	168	(2)
Moral Consideration
Nominal Consideration
Settlement of Claims	170	(3)
Accord and Satisfaction
Settling Claims by Conditional Check
Case: County Fire Door Corporation v. C. F. Wooding Company	171	(2)
Conditional Check and the UCC
Mutuality of Consideration	173	(2)
Illusory Promises
Conditional Promises
Rights of Termination
Promissory Estoppel	175	(6)
Case: Hayes v. Plantations Steel Company	175	(2)
Irrevocable Offers
Charitable Subscriptions
Summary	177	(1)
Key Terms	178	(1)
Questions and Problems	178	(3)
Capacity and Legality	181	(19)
Contractual Capacity	181	(4)
Minor's (Infants') Contracts
Case: Dodson	183	(2)
Dodson v. Shrader
Mental Illness and Intoxication
Unenforceability on Public Policy Grounds	185	(15)
Contract Enforcement and Public Policy
Case: Kunz v. Lobo Lodge, Inc.	186	(2)
Case: The New Light Company, Inc. v. Wells Fargo Alarm Services	188	(3)
Contracts of Adhesion and Unconscionability: Problems of Standardized Form Contracts
Case: Fotomat Corporation of Florida v. Chanda	191	(3)
Covenants Not to Compete
Case: BDO Seidman v. Hirshberg	194	(2)
Summary	196	(1)
Key Terms	197	(1)
Questions and Problems	197	(3)
Genuine Assent	200	(18)
Fraud (Deceit) and Misrepresentation	200	(9)
Elements of Fraud
Case: Miller v. Triangle Volkswagen, Inc.	201	(6)
Fraud and Misrepresentation Distinguished
Manner in Which Misrepresentation May Be Made
Material Existing Fact
Justifiable Reliance
Case: Cao v. Nguyen	207	(2)
Remedies for Fraud and Misrepresentation
Mistake	209	(4)
Unilateral Mistake
Mutual Mistake
Case: Cydrus v. Houser	211	(1)
Effect of Misunderstanding
Case: Konic International Corporation v. Spokane Computer Services, Inc.	212	(1)
Duress and Undue Influence	213	(5)
Duress
Case: Totem Marine Tug & Barge, Inc. v. Alyeska Pipeline Service Company	213	(2)
Undue Influence
Summary	215	(1)
Key Terms	216	(1)
Questions and Problems	216	(2)
Written Agreements	218	(24)
Contract Interpretation	219	(2)
Case: RCI Northeast Services Division v. Boston Edison Company	220	(1)
Effect of Adoption of a Writing: The Parol Evidence Rule	221	(4)
The Parol Evidence Rule
Case: Welborn v Rogue Community College District	222	(1)
Case: High Knob, Incorporated v. Allen	223	(2)
Exceptions to the Parol Evidence Rule
UCC Parol Evidence Rule--§2--202
The Statute of Frauds	225	(12)
The Common Law Statute
Case: Graybar Electric Co. v Sawyer	227	(2)
Case: Roadway Express, Inc. v. Jossy	229	(1)
Case: C. R. Klewin, Inc. v. Flagship Properties, Inc.	230	(4)
Uniform Commercial Code Statute--Goods (§2--201)
Other Uniform Commercial Code Statutes
Other Statutes of Frauds
Sufficiency of the Writing
Case: Crabtree v. Elizabeth Arden Sales Corp.	234	(3)
Effect of Performance, Rescission, and Modification
Effect of Alteration	237	(5)
Summary	238	(1)
Key Terms	239	(1)
Questions and Problems	239	(3)
Third Parties	242	(15)
Assignment and Delegation	242	(8)
Assignment
Delegation and Novation
Case: Macke Company v. Pizza of Gaithersburg, Inc.	244	(2)
Case: Brooks v. Hayes	246	(2)
Contract Provisions Precluding Assignment and Delegation
Rights of the Assignee
Case: Equilease Corporation v. State Federal Savings and Loan Association	248	(2)
Assignments of Accounts
Third-Party Beneficiaries	250	(7)
Intended Beneficiaries
Case: Swann v. Hunter	251	(3)
Incidental Beneficiaries
Defenses Against Beneficiary
Variation of the Duty to Beneficiary
Summary	254	(1)
Key Terms	255	(1)
Questions and Problems	255	(2)
Performance of the Contract	257	(26)
Conditions	257	(6)
Time of Occurrence--Conditions Precedent, Concurrent, and Subsequent
Express Conditions
Case: A. A. Conte, Inc. v. Campbell-Lowrie-Lautermilch Corporation	260	(3)
Conditions Implied in Fact
Implied (Constructive) Conditions
Excuse of Condition
Performance and Breach	263	(4)
The ``Substantial Performance'' Doctrine
Case: O. W. Grun Roofing and Construction Company v Cope	264	(3)
Substantial Performance and Forfeiture
Substantial Performance Under the UCC--The ``Perfect Tender'' Rule
Part Performances as Agreed Equivalents--Divisibility
Effect of Prospective Nonperformance	267	(5)
Safeguarding the Expectation of Performance--UCC §2--609
Case: Norcon Power Partners, G.P. v. Niagara Mohawk Power Corp.	269	(3)
Breach by Anticipatory Repudiation
Excuses for Nonperformance	272	(11)
Impracticability (Impossibility)
Case: Karl Wendt Farm Equipment Co., Inc. v. International Harvester Co.	275	(2)
Frustration of Purpose
Case: Mel Frank Tool & Supply, Inc. v. Di-Chem Company	277	(2)
Summary	279	(1)
Key Terms	279	(1)
Questions and Problems	280	(3)
Contract Remedies	283	(20)
The Role of Contract Remedies	283	(2)
Types of Contract Remedies
Interests Protected by Contract Remedies
Enforcement by an Award of Damages--The Remedy at Law	285	(6)
General Measure of Damages
Foreseeabitity as a Limitation on Damages--``Consequential'' Damages
Case: Florafax International, Inc. v GTE Market Resources, Inc.	286	(3)
Avoidability as a Limitation on Damages--``Mitigation''
Other Money Damages
Case: Kelly v. Marx	289	(2)
Equitable Remedies-Specific Performance, Injunction Against Breach, and Reformation	291	(3)
Specific Performance
Case: Klein v. PepsiCo, Inc.	292	(2)
Injunction
Reformation
Restitution	294	(4)
Restitution at Law--Quasi-Contract
Case: DCB Construction Co., Inc. v. The Central City Development Co.	295	(3)
Restitution in Equity--Constructive Trust
Restitution as a Contract Remedy
Election of Remedies	298	(5)
Summary	299	(1)
Key Terms	300	(1)
Questions and Problems	300	(3)
Part Three SALES	303	(92)
The Sales Contract--General Obligations	305	(14)
Introduction to the Sales Contract	305	(5)
Article 2 and General Contract Law
Scope of Article 2
Case: Design Data Corporation v. Maryland Casualty Company	308	(2)
Formation and Terms of the Sales Contract
General Obligations of the Parties	310	(3)
Seller's Duty of Delivery
Delivery by Carrier
Buyer's Duty of Payment
Open Price and Quantity Terms	313	(3)
Open Price Term--§2--305
Open Quantity Term: Requirements and Output Contracts--§2--306
Case: Indiana-American Wate2 Company, Inc. v. Town of Seelyville	315	(1)
Auction Sales--§2--328	316	(1)
Personal Property Leases	317	(2)
Summary	317	(1)
Key Terms	318	(1)
Questions and Problems	318	(1)
The Sales Contract--Title and Risk of Loss	319	(14)
Passage of Title	319	(4)
When Title Passes
Transfer of Title and Third Parties
Case: Liles Bros. & Son v Wright	321	(2)
Identification	323	(2)
``Identification'' Defined
Time and Manner of Identification
Effect of Identification
Risk of Loss	325	(8)
Risk of Loss in Absence of Breach--§2--509
Case: A. M. Knitwear Corp. v. All America Export-Import Corp.	325	(1)
Case: Pestana v. Karinol Corporation	326	(3)
Sale on Approval, Sale or Return--§§2--326 and 2-327
Effect of Breach on Risk of Loss--§2--510
Case: Graybar Electric Company v. Shook	329	(1)
Summary	330	(1)
Key Terms	330	(1)
Questions and Problems	330	(3)
The Sales Contract--Remedies	333	(20)
Remedial Philosophy of the Code	333	(2)
Contractual Modification or Limitation of Remedy
Case: Phillips Petroleum Company v. Bucyrus-Erie Company	334	(1)
Buyers' Obligations	335	(6)
Rejection--Buyers' Obligations
Cure--§2--508
Case: Traveler's Indemnity Co. v. Maho Machine Tool Corporation	336	(2)
Acceptance of Goods--§§2--606 and 2--607
Case: Design Plus Store Fixtures, Inc. v. Citro Corporation	338	(2)
Revocation of Acceptance-§2-608
Case: Kesner v. Lancaster	340	(1)
Buyers' Remedies	341	(2)
Buyers' Remedies in General
Recovery of Damages
Recovery of Identified Goods
Sellers' Remedies	343	(5)
Sellers' Damages with Resale--§2--706
Sellers' Damages Without Resale--§2--708(1)
Lost Profits-An Alternative Measure of Damages--§2--708(2)
Case: National Controls, Inc. v. Commodore Business Machines, Inc.	346	(2)
Sellers' Recovery of the Purchase Price--§2--709
Sellers' Remedies on Discovery of Buyer's Insolvency
Statute of Limitations--§2--725	348	(5)
Case: Flagg Energy Development Corporation v. General Motors Corporation	348	(1)
Summary	349	(1)
Key Terms	350	(1)
Questions and Problems	350	(3)
The Sales Contract--Warranties	353	(19)
Introduction to Warranties	353	(1)
Disclaimer of Warranty
Express Warranties	354	(3)
Creation of Express Warranties--§2--313
Case: Weng v. Allison	354	(1)
Case: Daughtrey v. Ashe	355	(2)
Disclaimer of Express Warranties--§2--316(1)
Implied Warranties	357	(5)
Merchantability--§2--314
Case: Ford v. Starr Fireworks, Inc.	358	(2)
Fitness for a Particular Purpose--§2--315
Disclaimer of Implied Warranties--§§2--316(2) and 2--316(3)
Case: Cate v. Dover Corporation	360	(2)
Warranty of Title and Against Infringement	362	(2)
Creation of Warranty of Title--§2--312(1)
Creation of Warranty Against Infringement--§2--312(3)
Disclaimer of Warranty of Title--§2--312(2)
Case: Sunseri v. RKO-Stanley Warner Theatres, Inc.	363	(1)
Conflict of Warranties--§2--317	364	(1)
Remedies for Breach of Warranty	364	(1)
Basic Measure of Damages
Consequential Damages
Deducting Damages from Price--§2--717
Magnuson-Moss Warranty Act	365	(7)
Content of Warranties
Designation of Warranties as ``Full '' or ``Limited ''
Limitation or Disclaimer of Implied Warranties
Remedies
Summary	367	(1)
Key Terms	368	(1)
Questions and Problems	368	(4)
Products Liability	372	(23)
Overview of Modern Products Liability Law	372	(1)
Privity of Contract
Negligence	373	(7)
Negligence in General
Manufacturer's or Supplier's Duty
Breach of Duty
Case: Hansen v. Abrasive Engineering and Manufacturing, Inc.	374	(2)
Plaintiff's Proof--Res Ipsa Loquitur
Defenses to Negligence
Case: Nicholson v. American Safety Utility Corporation	376	(2)
Breach of Warranty
Case: Sipes v. General Motors Corporation	378	(2)
Defenses to Breach of Warranty
Strict Liability in Tort	380	(7)
Development of the Doctrine
Case: Greenman v. Yuba Power Products, Inc.	380	(3)
Restatement (Second) of Torts §402A
Public Policy Grounds for Strict Liability
Defective Product Defined
Case: Dart v Wiebe Manufacturing, Inc.	383	(2)
Class of Permissible Plaintiff's and Defendants
Case: Promaulayko v. Johns Manville Sales Corporation	385	(2)
Defenses to Strict Liability
Products Liability Today	387	(8)
Case: Denny v. Ford Motor Company	388	(3)
Summary	391	(1)
Key Terms	391	(1)
Questions and Problems	391	(4)
Part Four NEGOTIABLE INSTRUMENTS	395	(90)
Introduction to Negotiable Instruments	397	(8)
Introduction to Article 3	397	(4)
Derivation of Article 3
Types of Article 3 Paper Defined and Distinguished
Introduction to Negotiability	401	(4)
Advantages of Negotiability
The ``Holder in Due Course'' Doctrine
Summary	403	(1)
Key Terms	404	(1)
Questions and Problems	404	(1)
Negotiability	405	(13)
Formal Requisites of Negotiability	405	(9)
A Writing Signed by the Maker or Drawer
An Unconditional Promise or Order to Pay
Case: Holly Hill Acres, Ltd. v. Charter Bank of Gainesville	407	(5)
A Fixed Amount of Money
Payable on Demand or at a Definite Time
Payable to ``Order'' or to ``Bearer''
Case: First Investment Company v. Andersen	412	(2)
Rules of Construction
Case: Yates v. Commercial Bank & Trust Company	414	(1)
Incomplete Instruments	414	(4)
Summary	415	(1)
Key Terms	415	(1)
Questions and Problems	415	(3)
Negotiation	418	(8)
Introduction to Negotiation	418	(1)
``Holder'' Defined
``Negotiation'' Defined
Manner of Negotiation--Order versus Bearer Paper
Indorsements	419	(4)
Indorsements in General
Types of Indorsements
Negotiation Subject to Rescission	423	(3)
Summary	423	(1)
Key Terms	424	(1)
Questions and Problems	424	(2)
Holders in Due Course	426	(19)
General Requirements	427	(8)
Taking for Value
Case: Carter & Grimsley v. Omni Trading, Inc.	427	(3)
Taking in Good Faith / Taking Without Notice
Case: Money Mart Check Cashing Center, Inc. v. Epicycle Corporation	430	(2)
Case: Cadle Company v. Ginsburg	432	(2)
Payee as Holder in Due Course
Shelter Provision
Case: Triffin v. Cigna Insurance Company	434	(1)
Rights of a Holder in Due Course	435	(10)
Taking Free of Claims
Personal Defenses
Case: American Federal Bank, FSB v. Parker	437	(1)
Real Defenses
Case: Dubin v. Hudson County Probation Department	438	(4)
Federal Trade Commission Rule
Summary	442	(1)
Key Terms	442	(1)
Questions and Problems	442	(3)
Liability of Parties--Contract Liability	445	(12)
Liability Based upon Signature	445	(2)
Signature in General
Signature by Authorized Representative
Primary Liability	447	(2)
Maker of a Note
Acceptor of a Draft
Secondary Liability	449	(4)
Nature of Secondary Contract Liability
Conditions Precedent
Accommodation Parties	453	(1)
Effect of Instrument on Underlying Obligation	454	(3)
Summary	455	(1)
Key Terms	455	(1)
Questions and Problems	455	(2)
Liability of Parties--Forgery and Alteration	457	(11)
Basic Concepts of Forgery and Alteration	457	(3)
Unauthorized Signatures
Effect of Alteration
Warranties on Presentment and Transfer
Forgery and Alteration--Specific Problems	460	(8)
Effect of Payment on Forged Drawer's or Maker's Signature
Effect of Payment on a Forged Indorsement
Case: The First National Bank of Chicago v. MidAmerica Federal Savings Bank	462	(3)
Impostors and Fictitious Payees
Effect of Payment of an Altered Instrument
Summary	465	(1)
Key Terms	466	(1)
Questions and Problems	466	(2)
Bank Deposits and Collections; Credit Cards and Electronic Fund Transfers	468	(17)
The Check Collection Process	468	(1)
Legal Aspects of the Check Collection Process	469	(3)
Collection and Payment of a Check
Return of Dishonored Checks
Expedited Funds Availability Act
Duties of Collecting Banks
Collecting Banks as Holders in Due Course
Relationship Between Payor Bank and Its Customer	472	(6)
Contract Between Payor Bank and Customer
Stop Payment Orders
Case: FJS Electronics, Inc. v. Fidelity Bank	474	(3)
Effect of Customer's Death or Incompetence
Stale Checks
Customer's Duty to Discover Forgery and Alteration
Case: Ossip-Harris Insurance, Inc. v. Barnett Bank of South Florida	477	(1)
Credit Cards	478	(2)
Types of Credit Cards
Liability of Cardholder for Unauthorized Use
Assertion of Defenses Against Issuer
Limitations on Credit Card Issuers
Electronic Fund Transfers	480	(5)
Electronic Fund Transfer Act
UCC Article 4A--Funds Transfers
Summary	482	(1)
Key Terms	482	(1)
Questions and Problems	482	(3)
Part Five DEBTOR-CREDITOR RELATIONS	485	(118)
Introduction to Debtor-Creditor Relations	487	(13)
The Law of Debtors and Creditors	487	(4)
Types of Credit
The Credit Decision
Risks of Extending Credit--Default and Bankruptcy
Liens, Priorities, and General Creditors
Introduction to Security
Lender Liability
Government Regulation of Credit	491	(9)
Equal Credit Opportunity Act
Fair Credit Reporting Act
Case: Jones v. Credit Bureau of Garden City, Inc.	494	(4)
Truth-in-Lending Act
State Regulation of Credit Transactions
Summary	498	(1)
Key Terms	498	(1)
Questions and Problems	498	(2)
Creditors' Remedies	500	(14)
State Debt Collection Remedies	500	(7)
The Judgment
Prejudgment (Provisional) Remedies
Case: Connecticut v. Doehr	503	(4)
Postjudgment Collection Remedies
Debtor Protection
Fraudulent Conveyances and Bulk Sales	507	(7)
Fraudulent Conveyances
Case: Dime Savings Bank of New York, FSB v. Butler	509	(3)
Bulk Sales--UCC Article 6
Summary	512	(1)
Key Terms	512	(1)
Questions and Problems	513	(1)
Bankruptcy	514	(26)
Introduction to Bankruptcy	514	(2)
General Organization and Operation of the Statute
Bankruptcy Courts and Jurisdiction
Consumer and Business Bankruptcy
Straight Bankruptcy--Chapter 7	516	(15)
Commencing a Chapter 7 Case
Case: In the Matter of Holland	517	(5)
Property of the Estate
Collecting Estate Property--General Trustee Powers
Collecting Estate Property--Trustee's Avoidance Powers
Case: In re Perry	522	(5)
Distributing Property of the Estate / Discharge
Case: In re Posta	527	(2)
Case: In re Kestell	529	(2)
Rehabilitation--Chapters 11, 12, and 13	531	(5)
Chapter 11 -- Reorganization
Case: In re White	533	(3)
Chapter 13 -- Adjustment of Debts of an Individual with Regular Income
Chapter 12 -- Adjustment of Debts of a Family Farmer with Regular Annual Income
Collective Creditors' Remedies Outside Bankruptcy	536	(4)
Assignments for the Benefit of Creditors
Compositions and Extensions
Summary	537	(1)
Key Terms	538	(1)
Questions and Problems	538	(2)
Introduction to Secured Transactions	540	(23)
Introduction to Article 9 of the UCC	540	(6)
Types of Security Interests
Types of Collateral
Scope of Article 9
Case: In re Vital Products Company	544	(2)
Creation and Perfection of a Security Interest
Attachment of a Security Interest	546	(1)
The Agreement
Value Given by Secured Party
Debtor's Rights in the Collateral
Perfection of a Security Interest	547	(9)
The Secured Party and Third Parties
Purposes and Methods of Perfection
Perfection by Possession
Case: In re Stewart	550	(2)
Perfection by Control
Perfection by Filing
Case: The First National Bank of Lacon v. Strong	552	(4)
Automatic Perfection
Default	556	(7)
Taking Possession of the Collateral
Case: Davenport v. Chrysler Credit Corporation	557	(3)
Disposition of the Collateral
Summary	560	(1)
Key Terms	561	(1)
Questions and Problems	561	(2)
Secured Transactions--Priorities	563	(21)
General Rules of Priority	563	(5)
Unperfected Security Interests
Case: In the Matter of Keidel	564	(4)
Perfected Security Interests
Case: National Bank of Joliet v. Bergeron Cadillac, Inc.	568	(1)
The Floating Lien Priority Rules	568	(8)
After-Acquired Property Clauses
Case: In re Filtercorp, Inc.	569	(7)
Introduction to Proceeds
Specific Proceeds Priority Rules
Conflicting Security Interests in the Same Collateral
Priorities in Fixtures--§9--334	576	(1)
Special Topics	577	(7)
Field Warehousing
Security Interests as Preferences in Bankruptcy
Summary	579	(1)
Key Terms	580	(1)
Questions and Problems	580	(4)
Suretyship	584	(19)
Introduction to Suretyship	584	(3)
Creation of Suretyship
Compensated and Uncompensated Sureties
Sureties and Guarantors
Case: General Motors Acceptance Corporation v. Daniels	586	(1)
The Suretyship Contract	587	(1)
Interpreting Suretyship Contracts
Formation of the Contract
Capacity and Formality
Relationship Between Surety and Principal	588	(1)
Reimbursement
Exoneration
Subrogation
Relationship Between Surety and Creditor--In General	589	(1)
Enforcement of Creditor's Claim Against Principal
Application of Payments to Creditors
Relationship Between Surety and Creditor--Surety's Defenses	590	(6)
Defenses Arising During Contract Formation
Effect of Discharge of Principal Obligation
Case: Hickory Springs Manufacturing Company, Inc. v. Evans	592	(2)
Modification of Principal's Duty
Impairment of Collateral
Case: Farmer's Loan & Trust Co. v. Letsinger	594	(1)
Surety's Duty of Good Faith
Case: Dodge v. Fidelity and Deposit Company of Maryland	595	(1)
Multiple Sureties	596	(7)
Cosuretyship Defined
Contribution
Exoneration
Subrogation
Subsuretyship
Summary	599	(1)
Key Terms	600	(1)
Questions and Problems	600	(3)
Part Six PROPERTY	603	(120)
Personal Property Ownership and Transfer	605	(12)
Introduction to Property Ownership and Transfer	605	(2)
Character of Property Ownership
Property Transfer
Acquiring Title to, or an Interest in, Personal Property	607	(4)
Gifts
Case: Estate of Ross v. Ross	608	(3)
Original Acquisition
Accession
Confusion
Finding Lost Property
Fixtures	611	(6)
Common Stem Ownership
Case: Crocker National Bank v. City and County of San Francisco	612	(2)
Divided Ownership
Sale of Goods Apart from Land--Applicable Law
Summary	614	(1)
Key Terms	615	(1)
Questions and Problems	615	(2)
Bailments, Documents of Title, and Letters of Credit	617	(19)
Introduction to Bailments	617	(1)
Types of Bailments
Possession in Bailments
General Liability of the Bailee	618	(5)
Liability for Theft, Damage, or Destruction of the Bailed Goods
Case: American Enka Company v. Wicaco Machine Corp.	619	(2)
Burden of Proof
Contractual Limitation or Exclusion of Liability
Case: Brockwell v. Lake Gaston Sales and Service	621	(2)
Effect of Misdelivery
Effect of Use Contrary to Terms of the Bailment
Innkeepers' Liability
Bailments for Shipment or Storage	623	(7)
Documents of Title Under UCC Article 7
Liability for Loss, Damage, or Destruction of Bailed Goods--Warehousemen
Liability for Loss, Damage, or Destruction of the Bailed Goods--Common Carriers
Case: Martin Imports v. Courier-Newsom Express, Inc.	626	(2)
Contractual Limitation of Liability
The Duty of Delivery
Case: Refrigerated Transport Co., Inc. v. Hernando Packing Co., Inc.	628	(2)
The ``Due Negotiation'' Doctrine
Carriers' Liability--Ocean Carriage
Letters of Credit	630	(6)
Commercial Letters of Credit
Standby Letters of Credit
Case: Mueller Company v. South Shore Bank	632	(1)
Summary	633	(1)
Key Terms	634	(1)
Questions and Problems	634	(2)
Real Property Ownership	636	(22)
Freehold Estates in Property	636	(4)
Introduction to Future Interests
The Fee Simple
Life Estates
Other Future Interests
Co-ownership of Property	640	(4)
Joint Tenancy and Tenancy in Common Distinguished
Creation and Termination of Co-ownership
Case: Downing v. Downing	642	(2)
Tenancy by the Entirety
Cooperatives and Condominiums
Introduction to Landlord and Tenant	644	(2)
Elements of a Valid Lease
Duration of the Lease--``Nonfreehold '' Estates
Rights and Obligations of Landlord and Tenant	646	(5)
Possession and Use of the Property
Duty to Pay Rent and Events Terminating the Duty
Case: GMS Management Co., Inc. v. Datillo	648	(2)
Condition of the Leased Property
Case: Davidow v. Inwood North Professional Group--Phase I	650	(1)
Transferring Interests in Leased Property	651	(7)
Transfer of the Tenant's Interest
Effect of Sale or Mortgage of Leased Property by the Landlord
Summary	654	(1)
Key Terms	655	(1)
Questions and Problems	655	(3)
Real Property Transfer	658	(21)
Voluntary Transfer of Real Property by Sale--Conveyancing	658	(9)
The Real Estate Contract
The Deed
Case: Overton v. Boyce	660	(6)
Recording Statutes
Implied Warranty of Quality--New Construction
Case: Caceci v. DiCanio Construction Corp.	666	(1)
Financing Real Property	667	(6)
Introduction to Mortgages
Priority Among Successive Mortgagees
Sale of Mortgaged Property
Case: Swanson v. Krenik	670	(3)
Rights on Default; Foreclosure
Installment Sales Contracts
Escrow Agreements
Transfer of Real Property by Adverse Possession	673	(6)
Introduction to Adverse Possession
Elements of Adverse Possession
Adverse Possession Under Color of Title
Summary	675	(1)
Key Terms	676	(1)
Questions and Problems	677	(2)
Regulating Land Use	679	(18)
Private Regulation of Land Use	679	(7)
Easements and Profits
Creation of Easements
Transfer of Easements
Termination of Easements
``Licenses'' Distinguished
Covenants
Creation of Covenants
Effect Upon Subsequent Transferees
Case: Regency Homes Association v. Egermayer	684	(2)
Termination of Covenants
Public Regulation of Land Use	686	(11)
Introduction to Zoning
Constitutional Limitations on Zoning Power
Case: Nectow v. City of Cambridge	686	(4)
Objectives of Zoning
Altering the Zoning Plan
Introduction to Eminent Domain
A Taking
Case: Lucas v. South Carolina Coastal Council	690	(2)
Public Use
Just Compensation
Case: City of Detroit v. Michael's Prescriptions	692	(2)
Federal Relocation Assistance and Land Acquisition Policy
Summary	694	(1)
Key Terms	694	(1)
Questions and Problems	694	(3)
Decedents' Estates and Trusts	697	(26)
Introduction to Transfers on Death	697	(3)
Methods of Transfer
Estates and Estate Administration
Case: Tulsa Professional Collection Services, Inc. v. Pope	698	(2)
Wills and Intestate Succession	700	(7)
The ``Valid'' Will
Case: Matter of Will of Daly	701	(2)
Revocation of Wills
Case: Goode v. Estate of Hoover	703	(4)
Effect of Subsequent Events
Protection of the Testator's Family
Intestate Succession
Introduction to Trusts	707	(1)
Types of Trusts
Creation, Modification, and Termination of Trusts	708	(4)
Methods of Creating a Trust
Intention to Create a Trust
Case: Cabaniss v. Cabaniss	709	(3)
Formalities of Creation
The Trustee
The Beneficiary
Modification and Termination of Trusts
Trust Administration	712	(3)
Powers of the Trustee
Duties of the Trustee
Liability of the Trustee
Case: Ramsey v. Boatmen's First National Bank of Kansas City	714	(1)
Principal and Income Allocation	715	(2)
General Allocation Rules
Unproductive and Wasting Property
Securities as Trust Property
Charitable Trusts	717	(1)
Alteration of Charitable Trusts--The Cy Pres Doctrine
Resulting Trusts	718	(5)
Summary	718	(1)
Key Terms	719	(1)
Questions and Problems	719	(4)
Part Seven BUSINESS ORGANIZATIONS	723	(146)
Introduction to Agency	725	(24)
General Principles of Agency	726	(4)
Creation and Formality
Types of Agents
Capacity of Parties
Duties of Agent to Principal
Case: Insurance Company of North America v. Miller	729	(1)
Duties of Principal to Agent
Agency and Contracts	730	(8)
General Principles of Contract Liability
Contract Liability--Undisclosed Principals
Case: Estate of Saliba v. Dunning	733	(1)
Ratification
Case: Sea Lion Corporation v. Air Logistics of Alaska, Inc.	734	(3)
Apparent Authority
Case: Cartinez v. Reliable Amusement Co., Inc.	737	(1)
Liability of Principal for Notice of Agent	738	(2)
Agent's Notification
Agent's Knowledge
Case: E. Udolf, Inc. v. Aetna Casualty and Surety Company	739	(1)
Termination of Agency Powers	740	(9)
Termination of Actual Authority
Case: Rocky Mountain Hospital and Medical Service v. Mariani	742	(3)
Termination of Apparent Authority
Termination of a Power Given as Security
Summary	745	(1)
Key Terms	746	(1)
Questions and Problems	746	(3)
Agency and Torts	749	(15)
Tort Liability of Principal and Agent	749	(8)
Liability of Principal for Principal's Torts
Liability of Principal for Agent's Torts--Respondent Superior
Case: Santiago v. Phoenix Newspapers, Inc.	751	(2)
Case: Clover v. Snowbird Ski Resort	753	(4)
Worker's Compensation	757	(7)
History
Requirements for Compensation
Case: Johannesen v. New York City Department of Housing Preservation and Development	759	(2)
Operation of Workers' Compensation Statutes
Summary	761	(1)
Key Terms	762	(1)
Questions and Problems	762	(2)
Introduction to Partnership	764	(16)
Forms of Business Organizations	764	(1)
Sole Proprietorship
General Partnership
Corporation
Limited Partnership and Limited Liability Companies
Introduction to Partnership Law	765	(1)
General and Limited Partners
Sources of Partnership Law
Nature and Formation of Partnership	766	(4)
Partnership Defined
Case: Allied Steel Corporation v. Cooper	768	(2)
Partnership Name and Registration Requirements
Entity and Aggregate Characteristics of Partnership
Relationship Among Partners	770	(10)
The Partnership Agreement
Partners' Compensation
Participation in Management
Duty to Furnish Information
The Partner as Fiduciary
Case: Clement v. Clement	773	(4)
Actions by Partnership and Partners
Partnership Property
Partner's Interest in the Partnership
Summary	777	(1)
Key Terms	777	(1)
Questions and Problems	777	(3)
Operation and Termination of Partnership	780	(16)
General Partners and Third Parties	780	(6)
Nature of Partners' Liability
Contract Liability--In General
Contract Liability--Partnership by Estoppel
Case: Cheesecake Factory, Inc. v. Baines	782	(4)
Transfer of Partnership Property
Partnership Tort Liability
Partnership Criminal Liability
Notice or Knowledge of Partner
Limited Liability Partnership
Dissociation, Dissolution, and Liquidation	786	(10)
Causes of Dissociation
Consequences of Dissociation--Liquidation or Continuation
Consequences of Dissociation--Partners' Authority
Consequences of Dissociation--Partners' Liability
Case: Moseley v. Commercial State Bank	789	(2)
Distribution Priorities
Case: Langness v. The ``O'' Street Carpet Shop, Inc.	791	(2)
Summary	793	(1)
Key Terms	793	(1)
Questions and Problems	793	(3)
Limited Partnership and Limited Liability Companies	796	(13)
Limited Partnership	796	(6)
Introduction to Limited Partnership
Formation of Limited Partnership
Relationship Among Partners
Limited Partners and Third Parties
Case: Hommel v. Micco	799	(3)
Dissolution and Liquidation--Limited Partnership
Limited Liability Companies	802	(7)
Formation of a Limited Liability Company
Relationship Among Members
Members and Third Parties
Case: Water, Waste & Land, Inc. v. Lanham	804	(3)
Transfer of Limited Liability Company Interest
Limited Liability Companies--Dissociation, Dissolution, and Liquidation
Summary	807	(1)
Key Terms	808	(1)
Questions and Problems	808	(1)
Introduction to Corporations	809	(14)
The Law of Corporations	809	(3)
Nature of a Corporation
Types of Corporations
Development of American Corporation Law
Sources of Corporation Law
Incorporation and Admission	812	(3)
Procedures for Incorporation
Corporate Powers
Admission of Foreign Corporations
Case: Goodwin Brothers Leasing, Inc. v. Nousis	814	(1)
Promoter and Shareholder Liability	815	(8)
Liability for Preincorporation Transactions
Case: Coopers & Lybrand v. Fox	816	(2)
Defective Incorporation
Disregarding Corporate Existence--``Piercing the Corporate Veil''
Case: Kvassay v. Murray	818	(2)
Summary	820	(1)
Key Terms	820	(1)
Questions and Problems	820	(3)
Corporate Financial Structure	823	(14)
Introduction to Corporate Financial Structure	823	(6)
Sources of Corporate Funds
Types of Equity Securities
Issuance of Shares
Payment for Shares
Debt Securities
Selection of Capital Structure
Case: AMW Investments, Inc. v. Commissioner of Internal Revenue	827	(2)
Ownership and Transfer of Securities	829	(2)
Transfer of Securities
Rights of Purchasers
Lost, Destroyed, or Stolen Certificated Securities
Indirect Securities Holding
Dividends, Distributions, and Redemptions	831	(6)
Kinds of Dividends
Dividend Preferences
The Dividend Decision	833	(1)
Case: Dodge v Ford Motor Co.	833	(2)
Funds Legally Available for Dividends
Repurchase or Redemption
Summary	835	(1)
Key Terms	836	(1)
Questions and Problems	836	(1)
Corporate Management--Structure and Duties	837	(14)
Shareholders	837	(3)
Shareholder Meetings
Shareholder voting
Shareholders' Right to Information
Corporate Management	840	(3)
Directors
Officers
Duties of Management	843	(8)
Duty of Care
Case: Smith v. Van Gorkom	843	(3)
Duty of Loyalty
Case: Klinicki v. Lundgren	846	(2)
Duties to Minority Shareholders
Summary	848	(1)
Key Terms	849	(1)
Questions and Problems	849	(2)
Corporate Management--Special Topics	851	(18)
Corporate Litigation	851	(3)
Shareholder Derivative Suits
Indemnification for Litigation Expenses
Directors' and Officers' Liability Insurance
Extraordinary Corporate Matters	854	(5)
Amendment of Articles of Incorporation
Combinations
Case: Savage Arms, Inc. v. Western Auto Supply Co.	855	(4)
Dissolution and Liquidation
Appraisal Remedies
The Closely-Held Corporation--Special Problems	859	(10)
Distribution of Management Power
Duties to Minority Shareholders
Case: Van Schaack Holdings, Ltd. v. Van Schaack	861	(2)
Case: Wilkes v. Springside Nursing Home, Inc.	863	(4)
Summary	867	(1)
Key Terms	867	(1)
Questions and Problems	867	(2)
Part Eight GOVERNMENT REGULATION OF BUSINESS	869	(150)
Securities Regulation	871	(33)
Introduction to Securities Regulation	871	(4)
Development of the Law--State Regulation
Federal Securities Regulation Statutes
The Securities and Exchange Commission
Definition of ``Security''
Case: Teague v. Bakker	873	(2)
The Securities Act of 1933--Registration	875	(2)
Public Distribution of Securities
1933 Act Disclosure Requirements
The Registration Process
Exemption from 1933 Act Registration	877	(7)
Exempt Securities and Transactions
Small or Limited Offering Exemptions
Intrastate Offering Exemption
Secondary Trading Exemptions
Relationship Between State and Federal Securities Regulation
Liability Under the 1933 Act	884	(2)
Liability for Failure to Register--§12(a)(1)
Liability for False Registration Statement--§11
Antifraud Provisions--§§12(a)(2) and 17(a)
1933 Act Criminal Liability
Introduction to the Securities Exchange Act of 1934	886	(2)
Registration and Reporting Requirements
Financial and Accounting Requirements
Liability for Misleading Statements in Filed Documents--§18(a)
1934 Act Criminal Liability
1934 Act Corporate Control Regulation	888	(3)
Proxy Regulation
Tender Offer Regulation
1934 Act Insider Trading and Antifraud Regulation	891	(13)
Insider Reporting and Trading Regulation--§16
1934 Act Antifraud Provision--§10(b) and Rule 10b-5--Introduction
Case: Basic, Incorporated v Levinson	892	(4)
Application of Rule 10b-5--Insider Trading
Case: United States v. O'Hagan	896	(4)
Summary	900	(1)
Key Terms	901	(1)
Questions and Problems	901	(3)
Introduction to Antitrust Law	904	(12)
Historical Background	904	(2)
Early Business Regulation
The Movement Toward ``Antitrust''
The Sherman Act
The Clayton Act
The Federal Trade Commission Act
Enforcing the Antitrust Laws	906	(3)
Criminal Sanctions
Equitable Remedies
Private Action for Damages
Forfeiture
The Reach of the Antitrust Laws--Scope and Exemptions	909	(4)
The Interstate Commerce Requirement
Exemptions
Case: California Retail Liquor Dealers Association v. Midcal Aluminum, Inc.	911	(2)
Economics and Antitrust	913	(3)
Summary	914	(1)
Key Terms	915	(1)
Questions and Problems	915	(1)
The Sherman Act	916	(28)
Introduction to §1	916	(3)
Development of the Legal Standard for §1 Violations
Case: National Society of Professional Engineers v. United States	917	(2)
Types of Trade Restraints
Horizontal Restraints	919	(8)
Introduction to Cartels
Price-Fixing
Case: Catalano, Inc. v. Target Sales, Inc.	921	(2)
Horizontal Market Division
Case: Palmer v. BRG of Georgia, Inc.	923	(1)
Group Boycotts--Concerted Refusals to Deal
Case: Fashion Originators' Guild of America, Inc. v. Federal Trade Commission	924	(3)
Exchange of Market Information
Proof of Conspiracy
Vertical Restraints	927	(9)
Resale Price Maintenance (Vertical Price-Fixing)
Nonprice Vertical Restraints
Termination of One Dealer at the Request of Another
Case: Business Electronics Corporation v. Sharp Electronics Corporation	931	(3)
Tying Arrangements
Case: Eastman Kodak Company v. Image Technical Services	934	(2)
Exclusive Dealing
Monopolization	936	(8)
Possession of Monopoly Power
Purpose and Intent to Monopolize
Case: Bonjorno v. Kaiser Aluminum and Chemical Corporation	938	(3)
Attempt and Conspiracy to Monopolize
Summary	941	(1)
Key Terms	941	(1)
Questions and Problems	941	(3)
The Clayton Act and Federal Trade Commission Act	944	(18)
Price Discrimination--The Robinson-Patman Act	944	(7)
The Prima Facie Case--§2(a)
Case: Falls City Industries, Inc. v. Vanco Beverage, Inc.	947	(4)
Brokerage and Promotional Allowances
Defenses to a Robinson-Patman Act Violation
Buyer Liability Under the Robinson-Patman Act
Mergers--Clayton Act §7	951	(6)
Introduction to Merger Law
Horizontal Merger
Case: United States v Philadelphia National Bank	953	(4)
Vertical Merger
Conglomerate Merger
Federal Trade Commission Act	957	(5)
Antitrust Enforcement Under §5
Consumer Protection Under §5
Case: Kraft, Inc. v. Federal Trade Commission	958	(2)
Summary	960	(1)
Key Terms	961	(1)
Questions and Problems	961	(1)
Employee Protection and Labor Law	962	(18)
Employee Protection Statutes	962	(8)
Fair Labor Standards Act
Case: Dalheim v. KDFW-TV	963	(5)
Social Security Act
Family and Medical Leave Act of 1993
Employee Retirement Income Security Act
Occupational Safety and Health Act
Case: American Textile Manufacturers Institute, Inc. v. Donovan	968	(2)
Employee Polygraph Protection Act
Worker Adjustment and Retraining Notification Act
Labor Law	970	(10)
Introduction to Labor Law
The Campaign and Election Process
Case: Lechmere, Inc. v. National Labor Relations Board	972	(2)
The Collective Bargaining Process
Case: Ford Motor Company v. National Labor Relations Board	974	(4)
Collective Bargaining Agreement
Unfair Labor Practices in Labor-Management Relations
Summary	978	(1)
Key Terms	978	(1)
Questions and Problems	978	(2)
Federal Equal Employment Opportunity Laws	980	(20)
Title VII of the Civil Rights Act of 1964	980	(8)
Illegal Discrimination
Case: Bradley v. Pizzaco of Nebraska, Inc.	983	(2)
Sexual Harassment
Case: Faragher v. City of Boca Raton	985	(3)
Affirmative Action and Reverse Discrimination
Age Discrimination in Employment Act	988	(3)
Illegal Age Discrimination
Case: Gaworski v. ITT Commercial Finance Corporation	989	(2)
Early Retirement Incentives
Title I of the Americans with Disabilities Act	991	(4)
Qualified Individual with a Disability
Case: Sutton v. United Air Lines, Inc.	992	(3)
Illegal Discrimination Under Title 1
Enforcement of Title VII, the ADEA, and Title I	995	(1)
Enforcement Procedure
Remedies for Violations
Other Statutes Limiting Employment Discrimination	996	(4)
Discrimination on the Basis of Sex
Discrimination on the Basis of Race or National Origin
Summary	997	(1)
Key Terms	998	(1)
Questions and Problems	998	(2)
Environmental Law	1000	(19)
Introduction to Environmental Law	1000	(3)
Common Law Remedies
Case: Boomer v. Atlantic Cement Company	1001	(2)
Federal Regulation
Technology and Environmental Law
Clear Air Act	1003	(3)
Air Pollution
Regulatory Framework
Smog Control
Case: Whitman v. American Trucking Associations, Inc.	1004	(2)
Hazardous Air Pollutants and Acid Rain
Enforcement
Clean Water Act	1006	(2)
Water Pollution
Regulatory Framework
National Pollutant Discharge Elimination System
Dredged and Fill Material Discharge Permit Program
Oil and Hazardous Substances
Enforcement
Regulation of Toxic and Hazardous Substances	1008	(6)
Federal Insecticide, Fungicide, and Rodenticide Act
Toxic Substances Control Act
Case: Dow Chemical Company v. United States Environmental Protection Agency	1010	(2)
Resource Conservation and Recovery Act
Comprehensive Environmental
Response, Compensation, and Liability Act
Case: United States v. Bestfoods	1012	(2)
National Environmental Policy Act	1014	(5)
Case: Robertson v. Methow Valley Citizens Council	1015	(2)
Summary	1017	(1)
Key Terms	1017	(1)
Questions and Problems	1017	(2)
Part Nine SPECIAL TOPICS	1019	(2)
Accountant's Liability	1021	(15)
Common Law Liability	1022	(6)
Contract Liability
Negligence Liability--Clients
Negligence Liability--Third Parties
Case: Nycal Corporation v. KPMG Peat Marwick LLP	1025	(3)
Fraud Liability
Statutory Liability	1028	(4)
Liability Under Federal Securities Law
Case: Escott v. BarChris Construction Corporation	1029	(3)
Criminal Liability
Accountant--Client Privilege	1032	(1)
Tax Return Preparation Liability	1033	(3)
Summary	1033	(1)
Key Term	1034	(1)
Questions and Problems	1034	(2)
Insurance Law	1036	(15)
Introduction to Insurance	1037	(3)
Regulation of Insurance
Types of Insurance
The Insurance Contract
Case: Outboard Marine Corporation v. Liberty Mutual Insurance Company	1039	(1)
Insurable Interest	1040	(3)
The Principle of Indemnity
Insurable Interest in Property
Insurable Interest in Life
Case: Secor v. Pioneer Foundry Company	1042	(1)
Persons and Interests Protected; Risk Transferred	1043	(2)
Property and Casualty Insurance
Life Insurance
Risk Transferred
Claims and Recovery	1045	(2)
Parties' Duties After Loss
Case: Commercial Union Insurance Company v, International Flavors & Fragrances, Inc.	1045	(2)
Measure of Recovery
Rights and Defenses of Insurer	1047	(4)
Defenses of Insurer
Subrogation
Summary	1048	(1)
Key Terms	1049	(1)
Questions and Problems	1049	(2)
International Legal Problems	1051	(15)
International Law and Organizations	1051	(4)
Sources of International Law
International Organizations
Distribution of National Powers Over Foreign Affairs	1055	(1)
Regulation of Foreign Affairs
The Treaty Power
National Courts in the International Setting	1056	(2)
Jurisdiction of National Courts
International Civil Dispute Resolution
Treatment of Foreign Nationals and Their Property	1058	(2)
Protection of the Person
Expropriation
National Courts and Foreign Sovereignty	1060	(6)
Sovereign Immunity
Case: Republic of Argentina v. Weltover, Inc.	1060	(2)
The Act of State Doctrine
Case: W. S. Kirkpatrick & Co., Inc. v. Environmental Tectonics Corporation, International	1062	(2)
Summary	1064	(1)
Key Terms	1064	(1)
Questions and Problems	1064	(2)
Technology Law	1066	(1)
Intellectual Property	1066	(13)
Patents
Case: Bonito Boats, Inc. v, Thunder Craft Boats, Inc	1068	(4)
Trade Secrets
Case: Allen v. Johar, Inc.	1072	(3)
Copyrights
Case: A&M Records, Inc. v. Napster, Inc.	1075	(4)
Trademarks
Computer Law and Cyberlaw	1079	(1)
Protection of Computer Technology
Case: State Street Bank & Trust Co. v. Signature Financial Group, Inc.	1080	(8)
The Internet and E-Commerce
Case: Zippo Manufacturing Company v. Zippo Dot Com, Inc.	1088	(2)
Summary	1090	(1)
Key Terms	1091	(1)
Questions and Problems	1091
Glossary	1	(36)
Appendix A The Constitution of the United States	37	(7)
Appendix B Uniform Commercial Code (2000 Official Text)	44	(131)
Appendix C Revised Uniform Partnership Act (1994) [Including the Uniform Limited Liability Partnership Amendments (1997)]	175	(14)
Appendix D Revised Uniform Limited Partnership Act (1976) with 1985 Amendments	189	(8)
Appendix E Revised Model Business Corporation Act (1984) (As Amended Through May 2001)	197	(42)
Credits	239	(2)
Table of Cases	241	(6)
Index	247