Geographical application of a state statute

Secondary source of law

Damages and Remedies
Injunction
Common law- body of judicial decisions that interpret and enforce the laws
Stare decisis
Jurisdiction
Court of original jurisdiction
Diversity jurisdiction
Jurisdiction over web-based disputes
Standing
Appellate review by the US Supreme Court
Negotiation- talking to resolve differences between the parties, should occur before a lawsuit is filled

rd

Assisted negotiation- parties and attorneys bring in neutral 3 party to assist and resolve a
dispute
rd

Mediation- Mediator is a neutral 3 party who offers face- to- face solutions/suggestions to persuade the
parties to come to an agreement/determine common ground.

Mediation can occur before a lawsuit, before a trial, or mid-trial.

Works 80% of the time.
Advantages: no rules, customize process, everything is confidential, parties control
results/outcome, non binding- cant make any final decisions, the mediator cant force a resolution
Disadvantages: mediator fees (typically split between parties), no sanctions or deadlines

Arbitrators decision
Setting aside and arbitration award
Importance of business ethics
The moral minimum
Enforcement of International Law- If you try to get a foreign country to follow a law theres really no
legal way to enforce the breach, aka a war
National law- law of a particular nation or country
Bilateral and Multilateral agreements
The UN Convention on Contracts
Implied contract
Voidable contracts
Definiteness of Terms

Authorized means of acceptance

Bargained for Exchange
Consequential damages
Liquidated damages clause
Restitution
Specific performance
Limitation of liability clause
Substantial performance
Open delivery term
Shipment contracts- Contract in which the seller is required to ship the goods by carrier. The buyer
assumes liability for any losses or damage to the goods after they are delivered to the carrier. Generally,
all contacts are assumed to be shipment contracts if nothing to the contrary is stated in the contract. The
buyer and seller may agree that the goods will be delivered to a particular destination where the buyer or
lessee will take possession. If not specified then the goods will be delivered to the sellers residence,
business or location of the goods
Sole proprietorship advantages

Simplest form of business

Flexible
Owner is the business
Pay only personal income tax

Laws governing franchising- An arrangement in which the owner of intellectual property

(trademark/copyright) licenses others to use it in the selling of goods or services
Tax treatment of partnerships- Law treats partnership as an aggregate of the individual partners rather
than a separate legal entity

Pass-Through Entity: Business entity that has no tax liability; the entitys income is passed
through to the owners of the entity who pay income taxes on it
Partnership itself pays no taxes and is responsible only for filing an information return

Tax treatment of the LLC- flexible with taxation

An LLC that has two or more members can choose to be taxed as either a partnership or
corporation
An LLC who wants to distribute profits to its member may prefer to be taxed as a partnership to
avoid double taxation
IRS automatically taxes LLC as a partnership unless stated otherwise
If an LLCs members want to reinvest profits in the business rather than distribute the profits to
members may prefer to be taxed as a corporation

The nature of the LLC- LLC members liability is limited to the amount of their investments

LLC as a whole can be held liable for any loss or injury caused by the wrongful acts or omission
of its members however the members themselves generally are not personally liable

LLC and partnership law- If a dispute arises and the states LLC statute does not cover the issue, courts
sometimes apply the principles of partnership law
Rights and duties in an LP- Limited Partnership limits the liability of some of its owners

The general partner assumes management and has full responsibility for the partnership; a
limited partner contributes cash or other property but is not personally liable for partnership debts
beyond the amount of his investment. Limited partner can forfeit limited liability by taking part in
the management of the business

LLLP- Limited Liability Limited Partnership

Cannot be held liable personally, just what is invested in the company

Taxed as a partnership

LLP- Hybrid form of business designed mostly for professionals who normally do business as partners in
a partnership.

Allows partnership to continue as a pass-through entity for tax purposes but limits the personal
liability of the partners (Attractive to professional service firms and family businesses) Big 4
Allows professionals such as attorneys and accountants to avoid personal liability for the
malpractice of other partners

Corporation as an artificial person

Publicly held corporation- A corporation whos shares of stock are publicly traded in a securities
market.
S corporation- A close business corporation that has met certain requirements as set out by the Internal
Revenue Code and thus qualifies for special income tax treatment. Essentially, an S Corporation is taxed
the same as a partnership, but its owners enjoy the privilege of limited liability. Taxed like a partnership
and maintains limited liability
Duty to make informed decisions- Directors and officers are expected to be informed on corporate
matters and to conduct a reasonable investigation of the relevant situation before making a decision.
They must do what is necessary to be adequately informed (attend meetings). Must investigate study and
discuss matters and evaluate alternatives before making a decision.
Employer-employee relationships and agency law
Employment at will- A common law doctrine under which either party may terminate an employment
relationship at any time for any reason, unless a contract specifies otherwise.
ExceptionsFederal overtime provisions- Under the FLSA, any employee who works more than forty hours per
week must be paid no less than 1.5 times her or his regular pay for all hours over forty.
FMLA- Allows employees to take time off work for family or medical reasons. A majority of the states also
have legislation allowing for family or medical leave. FMLA does not supersede any state or local law that
provides more generous family- or medical-leave protection.
Employee privacy rights- Many employers review employees e-mail, blogs, instant messages, and
tweets, as well as their social media, smartphone, and Internet use. If employees are not informed that
certain communications are being monitored, however, the employer may be held liable for invading their
privacy.
EEOC

Disparate impact discrimination- When protected group of people is adversely affected by an

employers practices, procedures, or tests, even though they do not appear to be discriminatory. The
complaining party must first show statistically that the employers practices procedure, or tests are
discriminatory in effect. The burden of proof then shifts to the employer to show that the practices or
procedures in question were justified.
2 ways of proving:

Pool of Applicants: Comparing the employers workforce to the pool of qualified individuals
available in the local labor market.
Rate of Hiring: Comparing the selection rates of whites and nonwhites regardless of the racial
balance in the employers workforce.

Functions of the Securities Exchange Commission

Definition of security
Registration process
Exempt securities and transactions
Resale
Accredited investors
Insider trading
Expropriation
Objective theory of contract law- Intent is determined by the objective theory of contracts. The partys
intention to enter into a legally binding contract is judged by outward objective facts. Objective facts
include what the party said when entering into the contract, how the party acted or appeared (conduct),
and the circumstances surrounding the transaction.
Executory contract
Statute of frauds
Performance by tender
Consideration and modifications to UCC contracts
Express warranty- Warranty is just another contract; expression of fact about the product. If the seller
breaches the warranty the buyer can rescind the contract or sue for damages. Seller can make an
express warranty by making representations about quality, condition, or performance of goods.
Statements of value and opinions are not warranties. Can create by spoken, written, by sample or model.
Defense to battery- Battery: Act that created the apprehension is completed and results in harm to the
plaintiff. An unexcused and harmful or offensive physical contact intentionally performed. Physical injury
need not occur. Can be made to accessory
Privilege
Common law as a guide to interpreting legislation
In rem jurisdiction
Corporate citizenship for diversity jurisdiction purposes
Discovery

Mandatory arbitration clauses in contracts

Corporate double taxation- Corporate profits can be subject to double taxation. The company pays tax
on its profits and then if the profits are passed on to the shareholders as dividends the shareholders must
also pay income tax on them unless the dividends represent distributions of capital
Articles of incorporation as primary source of authority for a corporation
The primary document needed to incorporate a business is the articles of incorporation. The articles
include basic info. About the corporation and serve as a primary source of authority for its future
organization and business functions. The person(s) who execute the articles are the incorporators. The
articles do not provide much detail about the firms operations, which are spelled out in the bylaws.
Ratification