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CALIFORNIA STATE POLYTECHNIC UNIVERSITY POMONA College of Business Administration Course Outline Contractual Aspects of the Uniform Commercial Code Copyright 2009 John B Wyatt III All Rights Reserved FRL 326 GBA 599 Course FRL 327GBA 630 Credit 4 Quarter Units Instructor John B Wyatt III JD Phone 909 869 2407 Of ce Bldg 66 Room 216 E MAIL for this course Contractmgmtprofaolcom Instructor consultation is available by prior arrangement Of ce Hours Hours available as posted or by agreed appointment TEXT IDENTIFICATION Clarkson Miller Jentz and Cross West s Business Law Text Cases and Legal Environment West Publishing Company Newest Edition DR WYATT S WELCOME Welcome to the exciting career of Contract Management If you take time to view the employment board outside of my office 66 Bookstore Rm 216 or on our Society of Law Contracts and Procurement SLCP club display case in Bldg 6 rst oor hall way display board located on rst of Bookstore southwest side or other Contract Management Employment boards located inoutside the IBM and TOM department o ices it immediately becomes obvious that there are literally hundreds of high paying entry level potential jobs for students enrolled in our contract management program Cal Poly is widely heralded by the relevan contract management and procurement professional 39 39 leading F39 J a and government agencies as a center of excellence for over twenty years in contract management education Also SLCP was recently charted as the rst national student chapter of the NCMA and as such is nationally recognized for its unique student leadership and involvement in contract management It is expected that every student enrolled in this course will seriously consider contract management as a serious potential career choice as well as wish to be actively involved as student participants in the contract management programs and SLCP Description and Objectives 326W07SYL l The framework of this course is designed to provide an overall picture of commercial sales of goods UCC Article 2 law as well as an overview of commercial procurementacquisition law including service contracting The overall framework will be supplemented with detail concerning each aspect of the overall framework This top down approach will be presented in roughly the chronological order of occurrence of events in the life of a sales of goods contract Upon completion of the course the student will be able to place the various subject areas of a commercial contractingsales of goods law in normallyencountered chronological order and will be able to discuss the major elements of each subject area Finally the student will be able to relate the subject areas to each other with an understanding of these transition processes The purpose of this methodology is to enable the student to use the basic chronological framework provided this course as a foundation from which further detailed knowledge can be derived CONTRACT MANAGEMENT CERTIFICATION This course as part of the undergraduate Contract Management Program the courses are F RL 325 FRL 326 327 328 and TOM 434 have been approved and certi ed by the Contract Management Certi cation and Accreditation Board CMCAB of the National Contract Management Association NCMA This certi cation allows Cal Poly qualifying students to sit for both the Certi ed Federal Contract Manager CFCM and the Certi ed Commercial Contract Manager CCCM examinations upon demonstration of successful completion of the requisite courses including general business courses Upon successful passing of the examinations student candidates will be awarded the pertinent certi cation by NCMA upon payment of required fees and ful llment of prerequisite work experience The advantage for Cal Poly students is that upon successful passing of the examinations even without the required work experience they can list their successful passing of the examinations on their resume as ABE all but experience Cal Poly was the rst university to be granted this privilege by NCMA and is only one of a few universities in the country to be certi ed by the CMCAB and NCMA PRIMARY GOALS The goals of this course are the following not necessarily listed in order of importance 1 To build upon the students background in contract law acquired either through preliminary courses taken in Business law or through experience in contractrelated employment 2 To introduce the student to the complexity of legal rules and court decisions governing the law of sales A major segment of the course is devoted to the understanding of Article 2 of the Uniform Commercial Code Chapters 16 through 21 of the text Additional time as available will be devoted to UCC Article 6 Bulk Transfers and Article 7 Warehouse Receipts Bills of Lading and other Documents of Title 3 The case presentation method is used to further develop the students analytical skills Students are expected to recognize pertinent legal issues from factual situations 326W07SYL 2 comparing and contrasting the various legal arguments and nally succinctly summarizing the court s decision reasoning and supporting rationale COURSE INTRODUCTION By this stage of your academic career you should have developed the realization of the following maxim the understanding of applicable legal principles and the timely anticipation and successful resolution of potential legal pitfalls is of absolute necessity for the survival and growth of any business venture regardless whether it is a sole proprietorship or a multinational corporation This course is important to you for its substance It will also promote your abilities to organize analyze and reach sound legal conclusions You will see many new terms details and complexities The primary focus of the course will be those portions of the Uniform Commercial Code dealing with the sale of goods You will learn the definitions within the code are important such as what is a good or merchant or what does a warranty of merchantability or fitness for a particular use mean This course is not designed to train you to be a lawyer but to instill within you the important perspective of knowing when to obtain timely legal assistance A complete understanding of these business law topics will serve you well in your upcoming business transactions COURSE REQUIREMENT S Examinations All examinations are as scheduled on the dates as noted on the Assignment Schedule with the respective number of points that each exam is worth also being noted The examinations will consist primarily of multiple choice and essay questions NO MAKEUP EXAMS WILL BE GIVEN FOR ANY REASON No examination will be administered to a student arriving later than ten 10 minutes from the start of the scheduled class or the beginning of the examination whichever is earlier 5 Quizzes Short quizzes will be given on the dates noted on the Assignment Schedule There is no make up for a missed quiz Each quiz will be worth five points Quizzes are typically given towards the end of a class period and will cover the material that was covered since the last quiz Key points from pertinent relevant class discussion are generally good possible sources for quiz questions Since everyone can have a bad day I will drop your lowest quiz grade Reading Assignments You are expected to have timely and thoroughly read and analyzed each reading assignment so as to be able to come to class prepared to discuss in a logical and coherent manner Class Participation 326W07SYL 3 As stated supra your participation for each class should include a thorough study of the chapters as shown on the attached Assignment Schedule and class time will primarily be utilized for the discussion of the assigned materials You must be ready to participate by asking and answering questions I welcome and encourage your active class participation One of the major evaluation criteria for the Class Participation will be the student s participation in the Juris Jeopardy rounds Your participation is worth up to fteen points To bene t from the class time it is imperative that you be prepared I EMPHASIZE QUALITY CLASS PARTICIPATION NOT QUANTITY Class Attendance I strongly encourage your regular attendance as I view class attendance absolutely essential More than two 2 absences IS UNACCEPTABLE NOTE EXCEPT IN EXTRAORDINARY CIRCUMSTANCES I DO NOT GRANT EXCUSED ABSENCES IN THE RARE CASE THAT AN EXCUSED ABSENCE IS GRANTED THE STUDENT MUST HAVE OBTAINED MY PRIOR APPROVAL IN ADVANCE OF THE MISSED CLASS CALLING ME OR EMAILING ME BEFORE THE MISSED CLASS DOES NOT CONSTITUTE PRIOR APPROVAL TREAT THIS CLASS AS IF IT WERE A JOB 7 BE THERE EXTRAORDINARY CIRCUMSTANCES DO NOT CONSTITUTE A PRIOR SCHEDULED FAMILY VACATION OR HELPING A FRIEND OR RELATIVE GET A RIDE TO WORK Make upRetakes REQUIRED FORMAT FOR ALL WORK Students MUST submit all work in a 8 12 by 11 top tabbed manila le folder with the project name case name if it is a case study student name next with course number on the nal third line FAILURE TO STRICTLY COMPLY WITH ANY OF THESE REQUIREMENTS WILL RESULT IN SIGNIFICANT LOSS OF POINTS OR POTENTIALLY NO CREDIT Extra Credit Projects Students may obtain up to ve 5 quality bonus points total for joining this quarter the Society of Law Contracts and Procurement SLCP and attending at least two regular SLCP meetings At the last class you must provide me with veri cation of joining and satisfying the required attendanceparticipation SPECIAL PROJECT In lieu of one of the examinations the class may be given the opportunity upon majority vote to participate in a collective detailed analysis project This project is solely at the discretion of Dr Wyatt and if offered will be further outlined in class TELEPHONE COMMUNICATIONS It is my intent to be reasonably available to you both during regularly scheduled of ce hours and other reasonable hours throughout the day Please do not hesitate to call my of ce at Cal Poly at 326W07SYL 4 9098692407 and ifI am unavailable please leave a number and short message and I will attempt to return your call ADDDROP POLICY The College of Business has a uniform adddrop policy and it is incumbent upon the student to be informed of the policy This policy information is contained in the sheet entitled AddDrop Policies and Assignment of Incomplete Grades available in the Student Advising Center Building 6 Room 219 INSTRUCTOR S RESERVATION OF RIGHTS Due to possible time constraints I reserve the right to make exam schedule adjustments delete or add projects change requirements and have student case presentations be made to be personally or graded on the written case writeup only Final Exam Grade and Course Grade The instructor will submit your grade for your final exam and the course in the customary fashion to the records office You will be mailed your grades Please DO NOT call or email Dr Wyatt concerning your grades prior to receipt of grades and I will not process advance grade noti cation postcards STUDENT CASE STUDIES Students are to find their individually assigned legal case from either LEXISNEXIS FINDLAW or the law reporters in our library or other library Consult the case assignment list to nd your case and when it is due IF YOU WERE NOT ASSIGNED A CASE IT IS IMPERATIVE THAT YOU BRING THIS TO DR WYATT S ATTENTION IMMEDIATELY Objectives 1 Illustrate the application of legal principles studied in class 2 Observe how case law is created 3 Gives the individual student the opportunity to apply analytical methods to given facts situations and to report hisher conclusions to the class 4 Gives the class an opportunity to judge actual cases Case Preparation 1 Read the case and note its purpose in the course 2 Sift out all nonessential facts and allegations 3 Pin down the operable facts and arguments on both sides 4 Understand and explain in detail the judge s rationale and reasoning for his decision 326W07SYL 5 5 Prepare thorough quality and legible outline see Case Style Sheet to hand into me Case Format Forum eg US Supreme Court Date of Decision Parties Essential Facts Issues Plaintiff s Legal Argument Defendant s Legal Argument Case Decision and Supporting Rationale 908994P N Case Presentation Use the lectem Speak out If visual aids are to be used including chalkboard setup in advance Present a The Plaintiffs claim 5 min approx The Defendant s defense 5 min approx Lead class discussion 7 clarify class understanding Obtain class decision on the case Vote State and explain actual decision bP N 9519 Be concise Don t recite all the details Eliminate all unnecessary presentation Do not read extensively from the test of the opinion Limit presentations to 15 minutes and no more Don t be nervous Remember the class motto On y soit qui mal y pense You are what you think 5090 0939 Each student is to read only hisher assigned case Instructor reserves the right to grade case study only on case outline if there is insufficient class time for student s oral presentation Cases are due at class time as assigned or as otherwise directed by Instructor Case presentations are not madeup if presenter is absent when case is duecalled for in class When presenting the presenter should give Dr Wyatt the following in a 812 by 11 manila top tabbed folder with case name citation and two word subject of case bid protest or contract dispute at top of tab student name below it and third line being the course number 7 FRL 326 l fulltext copy of the case 2 case outline which can be outline format of power point presentation with Notes section 3 printed copy of power point presentation and 4 CD in a sleeve affixed so it will not fall out to the manila folder labeled with case name two word subject of case what it deals with 7 such as and presenter s name with date Student Case is worth 30 of the final grade see above Be in class when your case is called or suffer the unneeded consequence of receiving a 3 0 HOW YOU WILL BE GRADED 326W07SYL 6 Activity Percentage of Final Grade Exams 50 Quizzes 10 Student Case Study 30 Class Participation 20 100 if given reduced to 10 if quizzes are given From the following cha1t you can determine the number of points needed in order to achieve a ce1tain grade Final Grade Percent A 90 Outstanding B 80 Above Average C 70 Average D 60 Below Average F Less than Failure Instructions for Power Point Presentation Objectives 0 Illustrative the application of contract administrationmanagement principles studied in class 0 Observe the various interrelationships in the contract administrationmanagement procurement o Gives the individual student the opp01tunity to apply analytical methods to given facts situations and to rep01t hisher conclusions to the class 0 Gives the class an opp01tunity to judge and evaluate actual cases Case Preparation Read the case and note its purpose in the course Sift out all noneessential facts and allegations Pin down the operable facts and arguments on both sides Understand and explain in detail the judge s rationale and reasoning for his decision Identify key government contract law principles as Footstomps Identify Lessons Learned 7 Those key points of the case that illustrate imp01tant contract law principles 0 Prepare thorough quality and legible outline see case style sheet to hand into me along with hard copy of the power point and full text of the case in the manila folder format as aforementioned Case Format 0 Form eg US Supreme CouIt 0 Date of Decision 0 PaIties 0 Essential Facts 326W07SYL 7 0 Issues 0 Plaintiff s Legal Argument 0 Defendant s Legal Argument 0 Case Decision and Supporting Rationale Footstomps Case Presentation 0 Use the lectern 0 Speak out o If visual aids are to be used including chalkboard setup in advance 0 Present a The Plaintiff s claim 5 min approx b The Defendant s defense 5 min approx c Lead class decision 7 clarify class understanding d Obtain class decision on the case Vote e State and explain actual decision Be concise Don t recite all the details Eliminate all unnecessary presentation Do not read extensively from the test of the opinion Limit presentations to 15 minutes and no more Don t be nervous Remember the class motto On y soit qui mal y pense Refer to Case style sheet Each student is to read only hisher case Instructor reserves the right to grade case study only on case outline if there is insuf cient class time for student s oral presentation Cases are due at class time as assigned or as otherwise directed by Instructor Case presentations are not madeup if presenter is absent when case is duecalled for in class Student Case is worth 30 of the nal grade Be in class when your case is called or suffer the unneeded consequence of receiving a quot 0 Additional Requirements for GBA 599 students Graduate Research Paper Presentation Each graduate student will be required to research write and present in an executive brie ng power point format the research as well as a research paper of at least fteen pages in accordance with the APA Publication Manual Also each student will be required to prepare an outline and power point for use in a executive brie ng of their research paper to the class The topic will be assigned by Dr Wyatt and most probably will consist of a detailed analysis of leading cases concerning a speci c government contract law topic Paper must be turned in accordance with the format for all work see above Graduate students will be graded as follows 326W07SYL 8 Activity Percentage of Final Grade Exams 30 Quizzes Class Participation 10 Student Case Study 20 Research Presentation and 40 Paper TOTALS 100 if given Class participation will be reduced to 5 if quizzes are given NOTE If class attendanceparticipation is below the Master s level standard the student can be penalized up to a negative 25 of total points Best of luck with your academic endeavors Dr John B Wyatt ASSIGNMENT SCHEDULE FRL 326GBA 599 PROF JOHN B WYATT III Week One and Two Chapter 20 Week Three and Four Chapter 21 Week Five Monday 7 Midterm Chapter 20 and 21 Week SiX Chapter 22 Week Seven Chapter 22 Week Eight Chapter 23 Week Nine Chapter 23 Start Chapter 7 Week Ten Chapter 7 Wrapup for Comprehensive Final Exam covering all chapters 326W07SYL 9 CASE STYLE SHEET FRL 326 Unless otherwise stated by Professor Wyatt these case assignments are due on the Monday class of the week shown These cases are either to be found in the Reserve section of the library or in the legal reporters in the Reference section as will be discussed in class Remember to prepare a single easy to read yet concise outline summary of the case as a class handout You are responsible for having the handout prepared with the appropriate number of handouts to be given to each class member I would prefer in your outline that you leave a space on the right side under the heading Notes An example of this is below OUTLINE SUBSTANCE NOTES Remember do not write the decision and supporting rationale in the student s handout but IT MUST BE INCLUDED IN THE OUTLINE HANDED IN TO THE INSTRUCTOR Instead on the students version put the word Decision and Supporting Rationale with a blank space for the class to write in the decision and reasoning DECISION AND RATIONALE Lastly and most important of all remember to write the word FOOTSTOMPS and leave plenty of space ie perhaps half a page for your classmates to write thisthese key points of the case on your outline You will tell the class these key TESTABLE points and you will be graded on how succinctly and completely you identify these concepts The Footstomps must be included on the outline and in the poser point as outlined earlier 326W07SYL 10 326W07SYL FRL 367 Corporate Finance Winter 201 1 Instructor Libo Alice Sun Email lsuncsupomonaedu Phone 909 869 7 4525 Of ce Bldg 6 107 Of ce hours W 1100 amNoon T Th 1100am Noon 5pm 6 pm I COURSE OBJECTIVES This course discusses the major topics in corporate nance including capital budgeting CAPM capital structure dividend policy and mergers and acquisitions The course s objective is to provide a theoretical framework for considering corporate nance problems and issues with an understanding of the issues involved in applying the ideas in the real world 11 COURSE MATERIAL PREREQUISITES FRL 301 and MAT 125 with a minimum grade of C o Textbook required RWJ Corporate Finance by Ross Wester eld and Jaffe IrwinMcGraw Hill 9th edition 0 All lecture notes and other course related materials are placed on the Blackboard III GRADING Homework 125 Quiz 125 Midterm Exam 35 Final Exam 40 The course grade is based on the following scale Score Grade Score Grade Score Grade Score Grade Score Grade 93 A 86 B 76 C 66 D 0 F 90 A 83 B 73 C 63 D 80 B 70 C 60 D IV COURSE POLICIES Class attendance and participation is required Reading the assigned chapters prior to the meeting Turning in the homework assignments and quizzes before the due dates shown Late assignments or quizzes are NOT graded You need to take both midterm and nal exams No makeup examination Using cell phone late arrival and early departurea missing leads to points deduction V HOMEWORK ASSIGNMENTS AND QUIZZES This course uses the McGrawHill s CONNECT for homework assignments and online quizzes There are homework assignments and quizzes for nearly every chapter in this course Homework assignments contain several problem solving You have unlimited attempts to work on the homework assignments before the due date No late homework will be graded Each quiz contains multiple choice concept questions You are required to take the quiz at the given time period You are allowed to take only once Please be prepared before you take the quiz because everyone only gets one attempt You also need to finish the quiz at the given time slot Please make sure that your computer and intemet has proper working condition before you start the quiz Computer problem can not be used as an excuse for retaking the quiz No Make up Quiz No Retake Quiz It is very important that you purchase the CONNECT access code and register for the course You can purchase the access code in one of several ways Our Course Homework CONNECT Websites htt mmraw hillcomclassd sun frl367 winter2011 As part of the package with your text in the bookstore If you buy a used book you can purchase CONNECT online Go to your homework CONNECT website click on Register now enter your email follow directions to buy the connect As an alternative if you need assistance please contact McGrawHill Technical Support by Visiting wwwmpssmhhhecom or call 800 331 5094 Once access code is purchased go to your homework CONNECT website to register for the course 5 Complete assignmentsquizzes by the due date No Late Assignmentquiz VI Examination 1 Please note that you will need to present your student ID at the time of examination 2 You will be asked to sign the attendance sheet during the exam 3 Tumoff your cell phones 4 You will have to bring your own scantron and calculator simple nancial calculator 5 Palmheld computer or programmable calculators are not permitted 6 You will be provided with a formula sheet 7 Each examination is composed of multiplechoice and shortproblem questions 8 You will have to show all your calculations in the problem section for full credit 9 Your writing should be legible in the essay section for full credit 10 NO MAKE UP EXAMS l3Jan Risk Structure Basic Warrants and Extensions Final Exam Cumulative