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Business Law Course Notes

by: Celeste Tauchar

Business Law Course Notes BSL 212

Marketplace > University of Miami > Business Law > BSL 212 > Business Law Course Notes
Celeste Tauchar
GPA 3.6
Introduction to Business Law
Alexandros Platon Alexandrakis

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About this Document

Here are the detailed notes for Alexandrakis' Business Law Class. It is only missing two classes, but I used these notes to study for the final and got an A in the class. In the notes, I use "K" as...
Introduction to Business Law
Alexandros Platon Alexandrakis
Study Guide
50 ?




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This 20 page Study Guide was uploaded by Celeste Tauchar on Monday April 20, 2015. The Study Guide belongs to BSL 212 at University of Miami taught by Alexandros Platon Alexandrakis in Fall 2014. Since its upload, it has received 561 views. For similar materials see Introduction to Business Law in Business Law at University of Miami.


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Date Created: 04/20/15
Business Law Notes 8252014 Prof Alexandrakis What is law ordering human activities ordering relations through the application of politically organized society or social pressures accumulation of laws amp rules and the judicial body the judicial process What is its purpose social control stability economic political social defines our duties ex taxes How does it carry out its purpose it prohibits it is mandatory it is permissive Law vs Morals Law traffic contract etc Morals guy falls off cliff amp you don t stop him example Both murder cheating Law vs Justice justice the fair or impartial treatment of competing interests Right vs Duty right the capacity of a person to require someone else to perform or not perform a certain act duty the obligation the law imposes to perform or not perform a certain act in most cases the right is owned by one party and the duty is owned by another Classification of Law law is broken up into two sections substantive law amp procedural law contract law is a substantive law Substantive amp Procedural Law procedural rules for enforcing rights under substantive law substantive law creates regulates and defines rights amp duties contract law private law amp public law private law governs individuals legal entities or businesses corporations relationships between people business law civil law defines the duties the violation of which constitutes a a breachinjury against another party by its violation Civil Law Cases Plaintiff pi symbol the party bringing the action the one suing burden of proof by the preponderance of the evidence just enough evidence to make it more likely than not that your claim is true purpose is to compensate the injured party Defendant delta symbol public law gov t rights amp powers in relation to individuals and groups types of public law administrative law the rules and regulations formed by the gov t to carry out certain laws ex education often on a state level constitutional law criminal law Criminal Law establishes the duties the violation of which is wrong against the whole community burden of proof is beyond a reasonable doubt US Legal System US Constitution is the top Treaties an agreement between two nations usually something the President enters into need 23 approval vote from Senate but it is only the Federal Gov t do NOT include states Federal Statutes statute is another word for a law both go into Federal Administrative Law part of the law created by administrative agencies public health public safety welfare the military FCC TVradio citizenship the environment public transportation tradecommerce etc A state law cannot supersede a federal law Federal Common Law State Constitution fundamental law of the state legal system State Statutes State Administrative Law state law can make federal law stricter but not the other way around State Common Law Constitutional Law fundamental law of the federal legal system establishes the gov t structure and allocates the powers amongst the gov t levels Separation of Powers Executive executes the laws Judicial enforcesevaluates the laws Legislative makes the laws Common Law Vs Civil Law Common used in England US France relies heavily on the judicial system courts base their decisions on decisions made in prior cases each case builds on the next based on the adversary system when something wrong happens the parties initiate the suit Civil used in the rest of EU based on Roman law code that the law creates Business Law 982014 Common Law based on principle Stare Decisis once one case happens and a decision is made that sets the rule for all the courts below that court level the main advantage to it is that it allows the laws to adapt with time common law is a system of equity these are not necessarily remedies under civil law in Europe specific performance the court can decide the plaintiffdefendant will have to perform a certain specific action to remedy the situation for there to be equity injunction happens to stop something from happening something causing a dispute until the case is solved ex fence reformation there is a mutual mistake in a contract and the judge will rule to modify the contract judges will very rarely ever change a contract that two people decided on unless an instance like this where there is a mutual mistake rescission invalidate a contract totally void will happen if you don t have capacity to enter into a contract restatements of law created by American Law Institute takes decisions that courts have put together and restates the law based on those decisions legislative law laws that are made by the gov t when a law needs to be changed quicklyfaster than common law ex environmental internet bankruptcy law commercial law business law contracts governs anything where there are business transactions governed by the UCC Universal Commercial Code created 1952 Moral Philosophy vs Business Ethics moral philosophy based on one s principles amp values which come from parents upbringing religion experiences etc personspecific doesn t necessarily coincide with business ethics ex firing someoneletting them go there is no one acceptable moral philosophy three theories associated wmoral philosophy economic value orientation if the act produces more value than effort then it is moralethical defined by idealism puts value on ideas and the greater good world view puts a higher value on how things should be ideally than what they are the reality realism puts value on what is actually going on each person is guided by their selfinterest negative correlation wethical decisionmaking what s good for me business side is more groupbased moral side is more personal Goodness monism there is one thing out there that is intrinsically good exemplified by hedonism one s pleasure is the ultimate goodmoral end revolves all around the person pluralists nonhedonism there is not one thing that is intrinsically good you need a mixture of things Plato was big in this theory all pluralists nonhedonists but not all monists hedonists pragmatistsinstrumentalists the ends can be separated from the means focus on the outcome the outcome is intrinsically good falls under teleology focuses on the end results or purpose deontology emphasize the meansmotives Teleology it is morally right to produce the desired result egoism you do whatever you need to do to get the greatest resultgood for yourself enlightened egoism do what you need to do for yourself but help some people along the way to make yourself feel good utilitarianism concerned wconsequences seek the greatest good for the greatest number of people rule utilitarianism stuck on the rules don t stray from the rules act utilitarianism look at the specific situationaction may break the rules Deontology equal respect to all focused on the rights of the individual certain behaviors are inherently right absolute rights conscience consent privacy speech due process rule deontologists do unto others as you would have them do unto you act deontologists look at specific situation rules serve as guidelines but past experiences weigh more heavily Deductive Reasoning using facts how deontologists amp teleologists think base their thoughtsdecisionsopinions on facts Relativist ethical behavior derived from the experiences of individuals amp groups descriptive relativists solely look at cultures acknowledge what each culture has but cannot come to conclusion which is moreless moral than the other just looks at their differences metaethical relativists people see situations differently look at disputes between value system amp individuals normative relativists each individual the other try to figure out the consensus of group consensus of group ethical Virtue Ethics something that is built deep inside someone that virtue is so deeply engrained inside that you will never be dishonest applied to the business world inductive reasoning based on observations Jus ce the evaluation of fairness the power of dealing wperceived injustices distributive injustice evaluation of the results of a business relationship applies more to the business side the difference of the distribution of work to different partiesif there is an imbalance there procedural injustice based on processes amp activities what happened between point a and point b to lead to an injustice how you got to that point interactional injustice look at communication White Collar Crimes nonviolent criminal act involving deceit concealment other fraudulent activity usually about money to be a white collar crime needs to be an individual or group committing an illegal act in relation to employment person has to be highlyeducated college or higher have to be in a position of power trust responsibility and respectability has to be within the profit or nonprofit world or gov t abusing the trust amp authority for personal gain or the company s gain penalties pay damages fines likely prison pay for cost of the prosecutionsuit ICDO lPOON L to sue you have to have damages Business Law Notes 91514 Procedural Law vs Substantive Law Substantive Law rights amp duties of individuals amp entities legal Procedural Law how these rights are asserted 1 be fair and impartial 2 operate efficiently Courts impartial tribunal est by the gov t to resolve disputes right to hear the case amp make the judgement two branches Federal amp State Federal Supreme Court at the top District Court at the bottom subdivisions of tax amp bankruptcy 1 judge General Trial Court if you lose and you appeal the case moves up always in this case to the US Circuit Court of Appeals 3 judges they will either reverse the decision of the district court modify the decision remand send it back down or affirm keep original decision from there Supreme Court Supreme Court has 9 judges you need at least 6 to hear a case Ways to get to the supreme court appeal by right doesn t really happen anymore someone says they want the SC to review the decision this is discretionary Writ of Certiori those 9 judges if 4 vote yes then it will get to SC in State setup inferior court small claims gt trial court maintains recordscriminal amp civil cases gt appellate gt supreme in FLORIDA county court is lowest court civil cases which are 14999 or less amp small claims small injuries contracts etc gt circuit court anything civil over 15k criminal cases family law juvenile cases guardian cases appeals from county gt FL district court of appeals gt FL supreme court Analyze a case judge writes an opinion 1 look at the facts 2 what s the issue 3 decision the court made 4 reasoningrationale how did this judge get to this decision start with the word whether What a judge has to do 1 the court has to hearmake a decision on the case 2 has to rule on the issue at hand 3 use a law to rule 4 opinion is what the judge writes describing his ruling Jurisdiction powerauthority of the court to hear a case needs to have subject matter jurisdiction and jurisdiction over the parties Subject Matter Jurisdiction authority to judge on a certain controversy contract murder etc State Court has broader scope of subject matter jurisdiction Federal question has to do with Constitution treaties international etc Diversity Jurisdiction gt greater than or equal to 75000 1 defendant and plaintiff are from different states however if a plaintiff and defendant on each side are from the same state it will go to FL state court or 2 foreigner vs US citizen or 3 citizens of a state vs some foreigners State has jurisdiction over all matters that don t fall under the Federal court property contract K family commercial etc Jurisdiction over Parties court automatically has jurisdiction over plaintiff question is whether jurisdiction over defendant 4 types of jurisdiction over parties 1 in personam personal serve party defendant by delivering summons amp complaint out of state Long Arm Statute 1 committed a tort within the state 2 over property property is in state 3 entered into contract win state 4 business transactions win state that bus subject to suit if in different counties where the defendant is 2 ln Rem Jurisdiction property must give reasonable notice 3 Attachment Jurisdiction seize the defendant s property within the state 4 Venue where defendant is located or where the piece of real estate or property is located Business Law Notes 9292014 Contracts K primarily governed by state law UCC sale of personal property aka goods sale of goods passing of the title of the goods from seller to buyer tangible property any property other than real property you cannot have the sale of oral property sale of property has to be in writing real property is land What is a contract contract is a binding agreement that the courts will enforce that s the key if there s a breach the law will give a remedy promise demonstrates or manifests intention to act or not act binding K meet 4 requirements 1 mutual assent both parties agree can be shown with words or conduct they agree to enter into contract offer amp acceptance 2 consideration each party must intentionally exchange a legal benefit or incur a legal detriment 3 legality of object the propertyparties must be legal objects 4 capacity can t be a minor intoxicated incompetent ie coma retarded Types of Contracts Express Contract a contract that is written out agreed to wwords Implied Contract ex when you pay money it s implied that you are getting a good product conduct Bilateral Contract an exchange of promises from both parties promissor promises something promissee accepts promise Unilateral exchange for an act or for a nonact For All Contracts Valid meets all the requirements Void illegal because it doesn t meet all the requirements Voidable not necessarily void but can be void either person entered contract when didn t have capacity only noncapable person can void Unenforceable falls under legality of the object Promissory Estoppel courts enforce nonK promises under Doctrine of Promissory Estoppel to avoid injustice nonK promise that leads promisor to reasonably expect the promisee to rely on the promise take action on that promise or not take action on the promise Quasi K obligation imposed to avoid injustice essentially court makes a contract to claim a quasi k 1 benefit conferred on defendant by plaintiff 2 defendant appreciation or knowledge of benefit 3 acceptance of benefit by defendant which creates inequality Mutual Assent an offer and an acceptance being formed by conduct objective version reasonable person standard look at how it would be perceived by a reasonable person subjective version perceived by individual law doesn t care aboutlook at this need an offer a proposal from one person to another person indicating their willingness to enter into a contract offeror person making offer makes the offer to the offeree person receiving offer once offer is received offeree has the power to say yes or no if there is an acceptance a contract is created to have an offer 1 communicate offer to the offeree 2 manifest intent to enter into contract 3 sufficiently certain and definite offer offeree HAS to know about the offer offeror HAS to intend to communicate the offer to the offeree Bus Law Notes 1062014 Mutual Assent Offer 1 communicate the offer to the offeree 2 manifest intent to enter contract intent determined through reasonable person 3 sufficiently certain and definitive preliminary negotiations if offeree reasonably expects his acceptance will result in K then it s an offer if not it s a preliminary negotiation advertisements are NOT OFFERS 1 no promise 2 unexpressed terms definitiveness terms have to be clear enough for court to have a reasonable basis to determine breach of contract amp give the appropriate remedy missing terms in contractoffer that s okay some can be supplied during negotiations or trade practices material terms subject matter when price quantity parties who quality open terms means parties forget to put certain things in price place of delivery method of payment etc Output K you are required to buy everything I outputmake ex Al Golden bobbleheads for a certain period of time Requirements K you are required to produce a certain amount per time period Duration of Offers 1 lapse of time specific time for acceptance time expires original offeree brings the money a new offer no specified time look at what a reasonable amount of time is for the nature of that contract 2 revocation you can revoke offer any time before acceptance restrictions 1 Option K offeror has to keep the offer open for a specific period of time IF offeree gives consideration legal benefit or detriment 2 Firm Offer when there is a merchant involved 3 months max if in writing no consideration is necessary 3 Statutory lrrevocability the law imposes some sort of time limit where you can t revoke your offer 4 lrrevocable Offers on Unilateral Contracts if the person expended effort ex house painting and have started you can t revoke unless person starts before we discuss startingwithout knowledge of other person 5 Promissory Estoppel promise given and if it s reasonable to expect the offeree to rely on the promise then there s an acceptance of that promise 6 Rejection offer is rejected there is an unwillingness to accept can be done verbally by conduct or by no conduct 7 Counter Offer operates as a rejection a new offer offeror and offeree switch 8 Death or incompetency ie coma etc 9 Destruction of subject matter 10 Subsequent illegality Acceptance Bilateral K Overt Act must be communicated Unilateral K Performance notice not req must make effort Silence based on previous actions Effective Moment Mailbox Rule offer revocation counteroffer rejection effective when received Acceptance effective upon dispatch stipulate certified mail fedex upon receipt authorized means of acceptance specified same means of communication as have been going on the whole time email phone etc unauthorized means accepting in a way that is not how we communicate however if it is within timeframe unless person doesn t understand it is acceptance defective acceptance does not acceptance it a new offer 10132014 Notes Duress a wrongful or unlawful act or threat that overcomes the will of a party physical compulsionduress ie put a gun to their head compel someone to assent to K through physical force if this occurs contract is VOID improper threats economic or social coercion to compel to enter into K if this occurs contract is VOIDABLE explicit or implied leaves victim wno other choice reasonable person test does not apply determined by the SUBJECTIVE TEST did that threat induce assent of contract does not have to be illegal usually morally wrong or against public policy undue influence the unfair persuasion of a party in a dominant position based on a confidential relationship VOIDABLE 1 victim susceptible to overreaching mental physical psychological etc situation 2 opportunity to exercise undue influence confidential relationship 3 defendant inclined to exercise undue influence 4 unnatural or suspicious occurrence Fraud fraud in execution defraud of the nature of K ex say you re signing for iphone but the person is actually signing away bentey VOID fraud inducement fraud or deceit intentional misrepresentation of fact by one party to another consents to enter into K based on that misrepresentation of fact 1 false misrepresentation misleading conduct or assertion not in accord wfacts silence or nondisclosure alone gt not automatically fraud when arm s length transaction silent nondisclosure needs all three to be fraud 1 person doesn t disclose a fact 2 person knows disclosure will correct other party s thinking 3 nondisclosure becomes failure to deal in good faith 2 of fact 3 material 1 likely to induce party to assent 2 knows it s likely to induce 4 knowledge of falsity and the intention to deceive SCIENTER 5 justifiable reliance NonFraud Misrepresentation false misrepresentation wout scienter negligent misrepresentation false misrepresentation made wout due care in ascertaining to truth VOIDABLE innocent misrepresentation false misrep made wdue care ie you did your research but were wrong VOIDABLE for these you need facts 1 2 3 and 5 mistake a belief not in accord wfacts where mistaken facts are basis of K K can be voided or reformed mutual mistake both parties are mistaken VOIDABLE unilateral mistake defense assumption of risk Consideration inducement to make promise enforceable gifts are not consideration legal sufficiency consideration myst be a legal detriment to the promisee or a legal benefit to the promisor in return for promise the promisee must give up something of legal value OR promisor must receive something of legal value adequacy of consideration 1 freely agreed upon not concerned with whether it s a good deal or a bad deal 2 legal benefit andor detriment unilateral K detriment is promisee work promisor legal benefit would be promisee getting money and promisor getting fresh paint for home illusory promises words that do not constitute promise statement in form of promise but no obligation output K and requirement K Business Law Notes 10272014 Statute of Frauds Ks have to be in writing to be enforceable 1 promise to answer for duty of another 2 promise of executor or administrator to answer personally for a duty of decedent whose fund he is administering 3 agreement upon consideration of marriage prenuptial agreement 4 agreement upon transferring interest in land real property 5 agreement not to be performed win 1 year 6 agreement was sale of goods certain stateswills real estate broker k Uniform Electronic Transactions Act U ETA Collateral promise when dad says if Ari can t pay he ll pay when that happens you need additional contract Original promise dad is promising to pay ari 20000 to then pay hallie dad promise to ari can be oral however if he is promising to pay hallie directly and is skipping ari then it must be in writing rights use power not personal property 1 year or more k to build on land oral k can be enforced if party relied on it amp will suffer an injustice One year provision is it possible for performance to be completed within a year not looking at likely or probability looking at POSSIBILITY does not have to be in writing clock starts upon signing if 1 party has fully performed even if over 1 year enforceable Sale of goods moveable objects written K gt 50000 Specially manufactured goods 50000 1 piece manufacturer can get the k to be enforced if they show that they started the process of manufacturing and building these goods if the item isn t that special ie easily found elsewhere then the agreement cannot be enforced Partial Acceptance or Payment sale of goods for 350 sale of goods for 600 unenforceable if oral Compliance wstatute of frauds written agreement 1 specify the parties to K 2 needs to specify the subject matter with reasonable certainty amp terms of promises to be performed 3 signed by the charged party Sale of goods need writing or record docs put together 1 sufficient info for parties 2 signed by party against enforcement is sought 3 specify quantity Between merchants oral agreement sufficient wwritten confirmation unless there is an objection win 10 days Repudiate k under statute frauds full performance all promises performed by all parties under an oral contract then when you go ask the court and say you need them to rescindrepudiate contract because it should have been in writing and it s not the court will say NO and the contract is valid because all parties performed in full restitution you get paid for the services you perform you cannot be in default you have to have performed your duties promissory estoppel reasonably and forseeably relied on then despite it not being in writing the court will enforce this contract to avoid injustice BSL Notes 11032014 Parole Evidence Rule evidence outside of K K in writing intended to be complete amp final expression of parties rights and duties PER excludes all the prior oral amp written communications of the parties that vary or change written K this rule applies only to a fully integrated K an agreement parties agree to having complete terms of their deal PER does not apply EV evidence IN integrated 1 a K partially written amp oral written part not fully integrated write 5000 phone 1255 2 a clerical or typo obviously doesn t reflect agr of parties 800 800 eight vs eight hundred dollars 3 lack contractual capacity not vary K void or voidable 4 defense of fraud not vary K terms void voidable or unenforceable 5 condition precedent 6 subsequent mutual recision or modification 7 explain ambiguous terms 8 separate K the rule does not prevent a party from proving the existence of a separate distinct contract Supplemental Evidence a written K may be explained or supplemented by 1 course of dealing between parties 2 the usage of trade practice of trade 3 the course of performance 4 EV of consistent additional terms no contradicting terms Assignment of Rights obligor owes a duty obligee is owed a duty voluntary transfer of rights to 3rd party arising from K to receive performance from obligor transfer from assignor to assignee terminates assignor s rights req manifestation of assignor s intention to assign or to transfer the right to performance of obligor assignee obtain the right to performance UCC gt5000 gt written consideration not required can be gratuitous a gift assignee not required to assent disclaim assignment win a reasonable time once assigned the assignor cannot revoke without assignee agreeing if gratuitous it is revocable by assignor materially increases duty of risk or burden changes nature or extent of obligor assignment of personal rights cannot be transferred ex teaching marriage BSL 212 Notes 11102014 K is usurious if it exceeds the legal interest rate Noncompete clause requirements 1 restriction to not allow someone to go and work for someone else is necessary to protect company 2 balance to keep the person working Exculpatory clauses excuse one party from liability liability is a tortious act negligence vs acting recklessly Procedural hid clauses legal jargon Substantive Adhesion lmplied warranty of assignor obligations imposed by law on assignor 1 assignor will do nothing inhibit defeat or impair assignment 2 assignment exists not subject to any limitations 3 any writing is genuine that assigns rights 4 assignor is unaware of anything impairing him from assigning it Express warranties Successive assignments majority states the first assignment is the valid assignment first assignment takes restatement except when assignor can revoke or void if sub assignee in good faith amp wout knowledge gave value amp obtains one of following they get assignment 1 payment or satisfaction of obligor s duty 2 judgment against obligor 3 new K wobligor 4 written evidence of assignment Delegation of Duties performance delegated not duty does not relieve duty of A to perform when delegation accepted BOTH liable delegable duties not permitted if 1 the nature of the duty is so personal that the obligee has substantial interest to have the delegator perform 2 expressly written nondelegable 3 delegation prohibited by statute or public policy Du es delegator is still bound if delegator desires to be discharged from performance novation agreement between delegator amp obligator that discharges the duty and substitutes the delegator with a third party delegee is only liable if they agree 3rd Party Beneficiary K merely benefitting from K but not a party in K Donee Beneficiary third party is the intended beneficiary ex purpose of agreement is to benefit third party upon passing of person A ex magazine subscription Creditor Beneficiary


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