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Preface | p. xv |
Table of Cases | p. xviii |
Table of Illustrations | p. xxxiii |
The Legal Environment of Business | p. 1 |
Introduction to Law | p. 2 |
Nature of Law | p. 2 |
Classification of Law | p. 4 |
Sources of Law | p. 5 |
Legal Analysis | p. 9 |
Business Ethics and the Social Responsibility of Business | p. 14 |
Law versus Ethics | p. 15 |
Ethical Theories | p. 15 |
Ethical Standards in Business | p. 18 |
Ethical Responsibilities of Business | p. 19 |
Legal Process | p. 31 |
The Court System | p. 31 |
The Federal Courts | p. 31 |
State Courts | p. 33 |
Jurisdiction | p. 34 |
Subject Matter Jurisdiction | p. 34 |
Jurisdiction over the Parties | p. 36 |
Civil Dispute Resolution | p. 38 |
Civil Procedure | p. 38 |
Alternative Dispute Resolution | p. 42 |
Constitutional Law | p. 58 |
Basic Principles of Constitutional Law | p. 58 |
Powers of Government | p. 60 |
Limitations on Government | p. 63 |
Administrative Law | p. 83 |
Operation of Administrative Agencies | p. 84 |
Limits on Administrative Agencies | p. 86 |
Criminal Law | p. 98 |
Nature of Crimes | p. 98 |
White-Collar Crime | p. 101 |
Crimes against Business | p. 102 |
Defenses to Crimes | p. 104 |
Criminal Procedure | p. 104 |
Intentional Torts | p. 115 |
Intent | p. 116 |
Harm to the Person | p. 116 |
Harm to the Right of Dignity | p. 118 |
Harm to Property | p. 120 |
Harm to Economic Interests | p. 121 |
Defenses to Intentional Torts | p. 123 |
Negligence and Strict Liability | p. 137 |
Negligence | p. 137 |
Breach of Duty of Care | p. 137 |
Proximate Cause | p. 142 |
Injury | p. 144 |
Defenses to Negligence | p. 144 |
Strict Liability | p. 145 |
Activities Giving Rise to Strict Liability | p. 145 |
Defenses to Strict Liability | p. 147 |
Contracts | p. 161 |
Introduction to Contracts | p. 162 |
Development of the Law of Contracts | p. 162 |
Definition of a Contract | p. 163 |
Requirements of a Contract | p. 164 |
Classification of Contracts | p. 165 |
Promissory Estoppel | p. 167 |
Quasi Contracts | p. 167 |
Mutual Assent | p. 179 |
Offer | p. 179 |
Essentials of an Offer | p. 180 |
Duration of Offers | p. 182 |
Acceptance | p. 185 |
Communication of Acceptance | p. 185 |
Variant Acceptances | p. 187 |
Conduct Invalidating Assent | p. 200 |
Duress | p. 200 |
Undue Influence | p. 201 |
Fraud | p. 201 |
Nonfraudulent Misrepresentation | p. 204 |
Mistake | p. 204 |
Consideration | p. 220 |
Legal Sufficiency | p. 220 |
Bargained-For Exchange | p. 224 |
Contracts without Consideration | p. 225 |
Illegal Bargains | p. 238 |
Violations of Statutes | p. 238 |
Violations of Public Policy | p. 240 |
Effect of Illegality | p. 242 |
Contractual Capacity | p. 253 |
Minors | p. 253 |
Incompetent Persons | p. 255 |
Intoxicated Persons | p. 256 |
Contracts in Writing | p. 266 |
Statute of Frauds | p. 266 |
Contracts within the Statute of Frauds | p. 266 |
Compliance with the Statute of Frauds | p. 271 |
Effect of Noncompliance | p. 272 |
Parol Evidence Rule | p. 273 |
The Rule | p. 273 |
Situations to Which the Rule Does Not Apply | p. 273 |
Supplemental Evidence | p. 274 |
Interpretation of Contracts | p. 274 |
Third Parties to Contracts | p. 288 |
Assignment of Rights | p. 288 |
Delegation of Duties | p. 291 |
Third-Party Beneficiary Contracts | p. 293 |
Performance, Breach, and Discharge | p. 306 |
Conditions | p. 306 |
Discharge by Performance | p. 308 |
Discharge by Breach | p. 308 |
Discharge by Agreement of the Parties | p. 310 |
Discharge by Operation of Law | p. 310 |
Remedies | p. 326 |
Interests Protected by Contract Remedies | p. 326 |
Monetary Damages | p. 326 |
Remedies in Equity | p. 330 |
Restitution | p. 331 |
Limitations on Remedies | p. 332 |
Agency | p. 345 |
Relationship of Principal and Agent | p. 346 |
Nature of Agency | p. 346 |
Creation of Agency | p. 347 |
Duties of Agent to Principal | p. 348 |
Duties of Principal to Agent | p. 350 |
Termination of Agency | p. 352 |
Relationship with Third Parties | p. 368 |
Relationship of Principal and Third Persons | p. 368 |
Contract Liability of the Principal | p. 368 |
Tort Liability of the Principal | p. 374 |
Criminal Liability of the Principal | p. 377 |
Relationship of Agent and Third Persons | p. 377 |
Contract Liability of Agent | p. 377 |
Tort Liability of Agent | p. 379 |
Rights of Agent against Third Person | p. 379 |
Sales | p. 393 |
Introduction to Sales and Leases | p. 394 |
Nature of Sales and Leases | p. 394 |
Definitions | p. 395 |
Fundamental Principles of Article 2 and Article 2A | p. 396 |
Formation of Sales and Lease Contracts | p. 399 |
Manifestation of Mutual Assent | p. 399 |
Consideration | p. 402 |
Form of the Contract | p. 402 |
Performance | p. 418 |
Performance by the Seller | p. 418 |
Performance by the Buyer | p. 423 |
Obligations of Both Parties | p. 425 |
Transfer of Title and Risk of Loss | p. 441 |
Transfer of Title | p. 441 |
Risk of Loss | p. 445 |
Sales of Goods in Bulk | p. 448 |
Products Liability: Warranties and Strict Liability in Tort | p. 463 |
Warranties | p. 463 |
Types of Warranties | p. 463 |
Obstacles to Warranty Actions | p. 466 |
Strict Liability in Tort | p. 470 |
Requirements of Strict Liability | p. 470 |
Obstacles to Recovery | p. 473 |
Remedies | p. 491 |
Remedies of the Seller | p. 491 |
Remedies of the Buyer | p. 495 |
Contractual Provisions Affecting Remedies | p. 500 |
Negotiable Instruments | p. 515 |
Form and Content | p. 516 |
Negotiability | p. 516 |
Types of Negotiable Instruments | p. 518 |
Formal Requirements of Negotiable Instruments | p. 519 |
Transfer | p. 533 |
Negotiation | p. 533 |
Indorsements | p. 536 |
Holder in Due Course | p. 549 |
Requirements of a Holder in Due Course | p. 549 |
Holder in Due Course Status | p. 554 |
The Preferred Position of a Holder in Due Course | p. 555 |
Limitations upon Holder in Due Course Rights | p. 559 |
Liability of Parties | p. 571 |
Contractual Liability | p. 571 |
Signature | p. 571 |
Liability of Primary Parties | p. 572 |
Liability of Secondary Parties | p. 573 |
Termination of Liability | p. 577 |
Liability Based on Warranty | p. 577 |
Warranties on Transfer | p. 578 |
Warranties on Presentment | p. 579 |
Bank Deposits, Collections, and Funds Transfers | p. 590 |
Bank Deposits and Collections | p. 590 |
Collection of Items | p. 590 |
Relationship between Payor Bank and Its Customer | p. 594 |
Electronic Funds Transfers | p. 596 |
Types of Electronic Funds Transfers | p. 597 |
Consumer Funds Transfers | p. 597 |
Wholesale Funds Transfers | p. 599 |
Unincorporated Business Associations | p. 613 |
Formation and Dissolution of General Partnerships | p. 614 |
Choosing a Business Association | p. 614 |
Factors Affecting the Choice | p. 614 |
Forms of Business Associations | p. 616 |
Formation of General Partnerships | p. 617 |
Nature of Partnership | p. 618 |
Formation of a Partnership | p. 619 |
Dissolution of General Partnerships | p. 625 |
Dissolution | p. 626 |
Winding Up | p. 628 |
Continuation after Dissolution | p. 630 |
Operation of General Partnerships | p. 645 |
Relationships among Partners | p. 645 |
Duties among Partners | p. 645 |
Rights among Partners | p. 647 |
Relationship between Partners and Third Parties | p. 649 |
Contracts of Partnership | p. 649 |
Torts and Crimes of Partnership | p. 651 |
Admissions of and Notice to a Partner | p. 652 |
Liability of Incoming Partner | p. 652 |
Limited Partnerships and Limited Liability Companies | p. 664 |
Limited Partnerships | p. 664 |
Limited Liability Companies | p. 670 |
Other Types of Unincorporated Business Associations | p. 673 |
Corporations | p. 685 |
Nature, Formation, and Powers | p. 686 |
Nature of Corporations | p. 686 |
Corporate Attributes | p. 687 |
Classification of Corporations | p. 688 |
Formation of a Corporation | p. 690 |
Organizing the Corporation | p. 690 |
Formalities of Incorporation | p. 691 |
Recognition or Disregard of Corporateness | p. 693 |
Defective Incorporation | p. 694 |
Piercing the Corporate Veil | p. 695 |
Corporate Powers | p. 697 |
Sources of Corporate Powers | p. 697 |
Ultra Vires Acts | p. 697 |
Liability for Torts and Crimes | p. 698 |
Financial Structure | p. 714 |
Debt Securities | p. 714 |
Authority to Issue Debt Securities | p. 715 |
Types of Debt Securities | p. 715 |
Equity Securities | p. 715 |
Issuance of Shares | p. 716 |
Classes of Shares | p. 719 |
Dividends and Other Distributions | p. 720 |
Types of Dividends and Other Distributions | p. 721 |
Legal Restrictions on Dividends and Other Distributions | p. 722 |
Declaration and Payment of Distributions | p. 724 |
Liability for Improper Dividends and Distributions | p. 724 |
Management Structure | p. 737 |
Corporate Governance | p. 737 |
Role of Shareholders | p. 738 |
Voting Rights of Shareholders | p. 738 |
Enforcement Rights of Shareholders | p. 743 |
Role of Directors and Officers | p. 744 |
Function of the Board of Directors | p. 745 |
Election and Tenure of Directors | p. 746 |
Exercise of Directors' Functions | p. 746 |
Officers | p. 748 |
Duties of Directors and Officers | p. 748 |
Fundamental Changes | p. 768 |
Charter Amendments | p. 768 |
Combinations | p. 769 |
Dissolution | p. 772 |
Debtor and Creditor Relations | p. 785 |
Secured Transactions and Suretyship | p. 786 |
Secured Transactions in Personal Property | p. 786 |
Essentials of Secured Transactions | p. 786 |
Classification of Collateral | p. 787 |
Attachment | p. 788 |
Perfection | p. 792 |
Priorities among Competing Interests | p. 796 |
Default | p. 800 |
Suretyship | p. 802 |
Nature and Formation | p. 802 |
Rights of Surety | p. 804 |
Defenses of Surety and Principal Debtor | p. 805 |
Bankruptcy | p. 822 |
Federal Bankruptcy Law | p. 822 |
Case Administration--Chapter 3 | p. 823 |
Creditors, the Debtor, and the Estate--Chapter 5 | p. 824 |
Liquidation--Chapter 7 | p. 829 |
Reorganization--Chapter 11 | p. 831 |
Adjustment of Debts of a Family Farmer--Chapter 12 | p. 833 |
Adjustment of Debts of Individuals--Chapter 13 | p. 834 |
Creditors' Rights and Debtor's Relief Outside of Bankruptcy | p. 835 |
Creditors' Rights | p. 836 |
Debtor's Relief | p. 836 |
Regulation of Business | p. 849 |
Protection of Intellectual Property | p. 850 |
Trade Secrets | p. 850 |
Trade Symbols | p. 851 |
Trade Names | p. 854 |
Copyrights | p. 854 |
Patents | p. 856 |
Antitrust | p. 871 |
Sherman Act | p. 871 |
Clayton Act | p. 876 |
Robinson-Patman Act | p. 878 |
Federal Trade Commission Act | p. 879 |
Consumer Protection | p. 894 |
State and Federal Consumer Protection Agencies | p. 894 |
Consumer Purchases | p. 897 |
Consumer Credit Transactions | p. 900 |
Creditors' Remedies | p. 905 |
Employment Law | p. 917 |
Labor Law | p. 917 |
Employment Discrimination Law | p. 919 |
Employee Protection | p. 924 |
Securities Regulation | p. 947 |
Securities Act of 1933 | p. 948 |
Definition of a Security | p. 948 |
Registration of Securities | p. 948 |
Exempt Securities | p. 950 |
Exempt Transactions for Issuers | p. 950 |
Exempt Transactions for Non-Issuers | p. 953 |
Liability | p. 954 |
Securities Exchange Act of 1934 | p. 956 |
Disclosure | p. 957 |
Liability | p. 960 |
Accountants' Legal Liability | p. 979 |
Common Law | p. 979 |
Federal Securities Law | p. 982 |
Environmental Law | p. 995 |
Common Law Actions for Environmental Damage | p. 995 |
Nuisance | p. 995 |
Trespass to Land | p. 996 |
Strict Liability for Abnormally Dangerous Activities | p. 996 |
Problems Common to Private Causes of Action | p. 996 |
Federal Regulation of the Environment | p. 996 |
The National Environmental Policy Act | p. 997 |
The Clean Air Act | p. 998 |
The Clean Water Act | p. 1000 |
Hazardous Substances | p. 1001 |
International Protection of the Ozone Layer | p. 1004 |
International Business Law | p. 1016 |
The International Environment | p. 1016 |
Jurisdiction over Actions of Foreign Governments | p. 1018 |
Transacting Business Abroad | p. 1019 |
Forms of Multinational Enterprises | p. 1022 |
Property | p. 1039 |
Introduction to Property and Property Insurance | p. 1040 |
Introduction to Property | p. 1040 |
Kinds of Property | p. 1040 |
Incidents of Property Ownership | p. 1042 |
Personal Property | p. 1042 |
Transfer of Title | p. 1042 |
Concurrent Ownership | p. 1044 |
Property Insurance | p. 1044 |
Fire and Property Insurance | p. 1045 |
Nature of Insurance Contracts | p. 1046 |
Bailments and Documents of Title | p. 1061 |
Bailments | p. 1061 |
Essential Elements of a Bailment | p. 1061 |
Rights and Duties of Bailor and Bailee | p. 1062 |
Special Types of Bailments | p. 1064 |
Documents of Title | p. 1066 |
Types of Documents of Title | p. 1066 |
Negotiability of Documents of Title | p. 1067 |
Interests in Real Property | p. 1081 |
Freehold Estates | p. 1081 |
Leasehold Estates | p. 1083 |
Concurrent Ownership | p. 1087 |
Nonpossessory Interests | p. 1089 |
Transfer and Control of Real Property | p. 1102 |
Transfer of Real Property | p. 1102 |
Contract of Sale | p. 1102 |
Deeds | p. 1103 |
Secured Transactions | p. 1105 |
Adverse Possession | p. 1107 |
Public and Private Controls | p. 1107 |
Zoning | p. 1107 |
Eminent Domain | p. 1108 |
Private Restrictions upon Land Use | p. 1109 |
Trusts and Decedents' Estates | p. 1122 |
Trusts | p. 1122 |
Types of Trusts | p. 1122 |
Creation of Trusts | p. 1124 |
Termination of a Trust | p. 1125 |
Decedents' Estates | p. 1126 |
Wills | p. 1126 |
Intestate Succession | p. 1130 |
Administration of Estates | p. 1130 |
Appendices | p. 1 |
The Constitution of the United States of America | p. 2 |
Uniform Commercial Code | p. 10 |
Uniform Partnership Act | p. 113 |
Revised Model Business Corporation Act | p. 120 |
Dictionary of Legal Terms | p. 156 |
Index | p. 181 |
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