9781401833534

Business Law A Hands-On Approach

by
  • ISBN13:

    9781401833534

  • ISBN10:

    1401833535

  • Edition: 1st
  • Format: Hardcover
  • Copyright: 2005-07-14
  • Publisher: CENGAGE Delmar Learning

Note: Supplemental materials are not guaranteed with Rental or Used book purchases.

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Supplemental Materials

What is included with this book?

Summary

The only text of its kind available, Business Law for Paralegals: A Hands-On Approach is a practical, application-oriented, business law text written specifically for the paralegal. The text emphasizes the daily tasks and responsibilities of a paralegal involved in business law, and provides numerous examples and hands-on applications to illustrate key concepts. The text includes significant cases and their relevance to the topics discussed; examples of business organizational documents from letters of intent to the exploration of typical contracts; practical assignments based on real world problems faced by business people and attorneys; and a step-by-step analysis of the creation of contracts and the common clauses contained in them. Learning features include numerous sidebars addressing a wide variety of issues; end-of-chapter exercises; "Business Case File", which provides profiles of various businesses and how they negotiate, buy, sell, and carry out daily activities; and "Help This Business", a tool which presents a wide variety of typical business problems and the legal methods used to address those problems. Learning objectives, web sites for further research and discussion, case excerpts, and Paralegal Checklists appear in each chapter to further aid student comprehension of key concepts. This is a must-have resource for the paralegal student studying business law.

Table of Contents

Preface xv
Introduction to Contracts
1(20)
Introduction to Contracts
1(1)
What Is a Contract?
2(1)
The Basic Elements of All Contracts
2(8)
Mutual Assent
2(2)
Acceptance
4(4)
Counteroffers
8(1)
Language Required to Create a Contract
8(1)
Consideration
8(2)
Capacity
10(1)
Subject of Contract Must be Legal
10(1)
Types of Contracts
10(11)
Classifying a Contract by Performance
10(11)
Offers
21(26)
Introduction to Offers
21(1)
Defining an Offer
22(1)
Proving an Offer
22(2)
General Offers Versus General Invitations to Make an Offer
23(1)
The Intent to Contract
24(1)
Language Used to Make an Offer
24(1)
Mutual Assent
25(1)
Advertisements
26(5)
Stating a Price in an Advertisement
27(3)
Mistakes in Advertisements Do Not Create Offers
30(1)
When Does an Advertisement Become an Offer?
30(1)
Rejecting an Offer
31(1)
Counteroffers
32(1)
The Validity of a Counteroffer
33(1)
Knowledge of the Offer
33(3)
Terminating the Offer
36(1)
Revoking an Offer
36(3)
Revoking a Unilateral Contract Offer
38(1)
Time Limits on Offers
38(1)
Revoking an Irrevocable Offer
38(1)
Options
39(8)
Revoking an Option
40(7)
The Legal Concept of Acceptance
47(24)
Introduction to Acceptance
47(1)
Sufficiency of Acceptance
48(1)
Communicating an Acceptance
49(6)
What Words Are Required to Indicate Acceptance?
50(1)
The ``Power'' of Acceptance
51(4)
Conditions that Limit Acceptance
55(1)
Restrictions on the Method of Communicating the Acceptance
55(1)
Time Limits on Acceptance
55(1)
Waving a Stipulation or Condition
55(1)
Acceptance Must be Unambiguous
55(1)
Accepting Alternative Terms
55(1)
Accepting by Mail
56(1)
Exceptions to the Mailbox Rule
57(1)
Rejecting an Offer
57(1)
Modifying the Terms after Acceptance
58(13)
Acceptance by an Agent
63(8)
Consideration (Bargained for Exchange)
71(26)
Introduction
72(1)
What is Consideration?
72(1)
Why is Consideration Required?
73(3)
Types of Consideration
74(2)
Proving Consideration
76(1)
Quid Pro Quo
77(1)
Inadequate or Insufficient Consideration
77(4)
Grossly Inadequate Consideration
79(2)
Contracts ``Under Seal''
81(1)
Legal Doctrines that Affect Consideration
81(16)
Promissory Estoppel
82(2)
Waiver
84(1)
Accord and Satisfaction
85(1)
Contracts for an Illegal Purpose
85(12)
Mutual Assent
97(30)
Introduction
97(1)
What is Mutual Assent?
98(1)
Mutual Assent Versus Consent
98(1)
Mutual Assent and the Parties' Preferences
98(1)
Common Design or Purpose
98(1)
Who Will Be Bound?
98(1)
When Mutual Assent is Absent from a Contract
99(1)
Construing the Language of a Contract
99(6)
Interpreting Mutual Assent from a Contract
99(1)
Interpreting the Language of a Contract---Ground Rules
100(2)
Degree of Certainty Required in a Contract
102(3)
Mistake as to the Subject of the Contract
105(4)
Mistake is a Bilateral Act
105(1)
Mistake Concerns Material Facts Only
106(1)
Mistake and Conditions Precedent
107(1)
Waiving a Claim of Mistake
108(1)
Fraud
109(7)
Two Types of Fraud Involved in Contracts
109(1)
Fraud Creates a Voidable Contract
109(1)
Waiving the Right to Allege Fraud
109(1)
Fraud Involves Material Facts
110(6)
Duress, Coercion, and Undue Influence
116(3)
Duress
116(3)
Coercion
119(1)
Undue Influence
119(1)
Ratification
119(8)
Ratification and Void Contracts
120(1)
Actions that Qualify as Ratification
120(7)
Capacity and Legality
127(28)
Introduction
128(2)
Why is Capacity Important?
128(1)
A Short History of Capacity
129(1)
Who May Enter Into a Contract?
130(1)
Legal Competency
130(13)
Age or Infirmity
130(10)
Guardianship
140(1)
Mental Incompetence or Mental Illness
141(2)
Intoxication
143(1)
Authority
143(1)
Apparent Authority
143(1)
Actual Authority
143(1)
Third-Party Contracts
144(3)
Creditor
144(2)
Donee-Beneficiary
146(1)
Assignee-Beneficiary
146(1)
Legal subject of contract
147(8)
Contracts that Are Illegal because of Subject
147(2)
Contracts that Are Unenforceable because of Public Policy
149(6)
Putting it in Writing
155(28)
Introduction to Written Contracts
156(1)
The Statute of Frauds
156(11)
A Short History of the Statute of Frauds in America
156(2)
Categories of Transactions That Fall Under the Statute of Frauds
158(3)
What Type of Writing Satisfies the Statute of Frauds?
161(3)
Wording Required Under the Statute of Frauds
164(1)
Is Delivery of the Writing Required?
165(1)
An Exception to the Statute of Frauds: Partial Performance
165(1)
Alleging the Statute of Frauds in Pleadings
166(1)
The Statute of Frauds Under the UCC
167(1)
Exceptions to the UCC's Rule on the Statute of Frauds
168(1)
Concerns with Written Contracts
168(3)
Special Clauses in Contracts
169(1)
Statute of Frauds Considerations in Drafting Contracts
169(1)
Internal Inconsistencies in a Contract
169(2)
The Statute of Frauds and Real Estate Transactions
171(12)
Listing Agreements
171(1)
Offer of Purchase and Contract
171(12)
Contract Clauses
183(24)
Introduction to Contract Clauses
183(1)
Conditions
184(8)
Distinguishing Conditions from Promises
185(2)
Types of Conditions
187(5)
Interpreting Contract Provisions
192(2)
Rule Number 1: Reconcile Conflicts
193(1)
Rule Number 2: The Parties' Intentions Are Controlling
193(1)
Rule Number 3: When There is a Conflict Between an Express Condition and an Implied Condition, the Express Condition Wins
193(1)
Rule Number 4: Words are to be Giver Their Normal, Ordinary Meaning
193(1)
Rule Number 5: Was a Condition Intended?
193(1)
Rule Number 6: Oral Testimony About Written Promises is Usually Not Permitted
194(1)
Specific Contract Provisions
194(13)
``Time Is of the Essence''
195(1)
``Trade or Business Secrets''
195(2)
``Noncompete''
197(1)
``Arbitration''
197(10)
The Uniform Commercial Code
207(24)
What is the Uniform Commercial Code?
208(1)
A Brief History of the Creation of the Uniform Commercial Code
208(1)
Why the Need for a Uniform Commercial Code?
209(1)
Adoption by the States
209(1)
The Organization of the Uniform Commercial Code
209(3)
Articles
211(1)
Official Comments
211(1)
Types of Transactions Covered by the UCC
212(1)
Types of Transactions Not Covered by the UCC
212(1)
Article I of the UCC
212(2)
Definitions and Basics
212(1)
State Law Prevails
213(1)
Construing UCC Provisions
213(1)
Article II of the UCC
214(5)
Types of Contracts Covered by Article 2
214(4)
Remedies Under Article 2
218(1)
UCC Financing Statements
219(12)
Discharge, Performance, and Cancellation of a Contract
231(26)
When and How Does the Contract End?
232(1)
Discharge of a Contract
232(3)
Ending a Contract through Other Means
235(7)
When Failure to Perform Is Not Actionable: Legal Excuses
242(15)
Remedies in Contract Law
257(27)
Introduction to Remedies for Breach of Contract
257(2)
The Consequences of a Breach
258(1)
The Contract Provides a Framework for Remedies
258(1)
Equitable Remedies: When Money Will Not Satisfy
259(6)
A History of Equity Jurisdiction
260(1)
``Clean Hands''
261(1)
The U.S. System: Legal and Equitable Jurisdiction Together
261(1)
Injunction
262(1)
Specific Performance
262(1)
Reformation
263(1)
Rescission
264(1)
Legal Doctrines
264(1)
Monetary Damages
265(19)
Compensatory
265(4)
Punitive Damages
269(1)
Nominal Damages
269(1)
Consequential Damages
269(2)
Liquidated Damages
271(1)
Rights Under Bankruptcy
272(12)
Drafting Contracts
284(27)
Legal Professionals and Contracts
284(1)
Why Business People Want to Avoid Litigation
285(1)
Avoiding ``Legalese'' in Contracts
285(1)
Contract Law Resources
285(3)
Formbooks
286(1)
Treatises
286(1)
Casebooks
287(1)
Statutes
287(1)
Appellate Decisions
287(1)
Internet Sites
287(1)
General Books on Contracts
287(1)
Drafting Contract Clauses
288(23)
Checking for the Contract Basics
288(2)
Drafting an Offer
290(1)
Drafting an Acceptance
290(1)
Recitals of Consideration
290(1)
Specific Contract Clauses
291(2)
The Fine Print
293(9)
Double-Checking the Contract
302(9)
Business Law in the Internet Era
311(24)
An Introduction to E-Commerce
311(1)
The Rise of a New Industry
312(1)
Growing Pains
312(1)
Problems Presented by E-Commerce
313(6)
Contract Formation on the Internet
313(2)
Lack of Regulation
315(1)
Specific Internet-Based Business Problems
316(2)
Legal Notices on Web Sites
318(1)
Privacy and Confidentiality Issues
319(2)
Cookies
319(1)
Chat Rooms
320(1)
Surveillance
320(1)
Data Mining
320(1)
E-Mail
320(1)
Business Issues on the Internet
321(1)
Domain Names
321(1)
Copyright issues
322(1)
Crime on the Internet
322(13)
Fraud
323(1)
Internet Scams
323(1)
Viruses
323(1)
Hacking
324(11)
Negotiable Instruments, Securities, and Secured Transactions
335(23)
What Are Negotiable Instruments?
336(4)
Cash Versus Negotiable Instruments
336(1)
Negotiable Instruments Are Governed by the UCC
336(4)
Securities
340(9)
What Qualifies as a Security?
341(5)
Securities and Federal Law
346(2)
Securities and State Law (The UCC)
348(1)
Stock
348(1)
Article 9
349(9)
Care and Maintenance of the Collateral
349(1)
Priority in Paying Claims
350(1)
UCC Financing Statements
350(8)
Business Entities
358(21)
Introduction to Business Organizations
358(1)
Sole Proprietorships
359(2)
Legal Liability of Sole Proprietors
359(1)
The Advantages of a Sole Proprietorship
360(1)
The Disadvantages of a Sole Proprietorship
361(1)
General Partnerships
361(2)
Forming a General Partnership
362(1)
Advantages of General Partnerships
362(1)
Disadvantages of General Partnerships
362(1)
Limited Partnerships
363(3)
Limited Liability Companies
366(1)
Forming a Limited Liability Company
366(1)
Naming a Limited Liability Company
366(1)
Advantages of Limited Liability Companies
366(1)
Organization of a Limited Liability Company
367(1)
Corporations
367(7)
Creating a Corporation
367(1)
Types of Corporations
367(1)
Corporate Shareholders
367(1)
Corporate Officers and Directors
368(1)
Disadvantages of Corporations
368(1)
Advantages of Corporations
368(1)
Steps in Forming a Corporation
369(5)
The Role of the Legal Team in Creating a Business
374(5)
Licenses and Permits
374(5)
Appendix: Basic Contract Forms 379(41)
Glossary 420(5)
Index 425

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