Business Law

1
Welcome...
Business Law Contracts Agency BA 363
06 Spring 2003 William W. Kirk
2
Business LawContracts Agency

• Requirement within major
• Preparation for the CPA exam
• Practical business skills

3
William W. Kirk

• Concurrent Assistant Professor
• Mendoza College of Business
• Assistant Vice President for Residence Life
• Office of Student Affairs
• 316 Main Building
• Office Phone [phone]
• Home Phone [phone]

4
Education

• Bachelor of Business Administration
• University of Notre Dame, 1984
• Juris Doctor
• University of Notre Dame, 1991

5
Employment

• Price Waterhouse
• Staff Accountant/Auditor
• Senior Consultant
• 1988 Senator Robert Dole Presidential Election
  Campaign
• Trip Coordinator
• University of Notre Dame
• Rector Holy Cross and Stanford Halls
• Assistant Rector Sorin Hall
• Assistant Vice President for Residence Life

6
Assistant Vice President for Residence Life

• Supervision of two Office of Student Affairs
  Departments
• Office of Residence Life and Housing
• Notre Dame Security/Police Department
• Dean of Student type responsibilities
• Class absences
• Neighborhood Relations
• Certifications
• Emergency situations
• Withdrawals

7
Todays Agenda

• Introductions
• Review of Expectations, Class Policies
  Procedures and Syllabus
• Class list
• Seating chart - next class sit where you want to
  be for the semester
• Begin Section IThe Legal Environment of
  Business

8
Introductions

• Please send an e-mail to me (using the account
  that you will normally use) at kirk.1_at_nd.edu with
  the following information
• Full Name
• Name you prefer to be called
• Local Address and Phone
• Hometown
• Anything you think I should know about you....
• Name changes, privacy issues, disabilities, etc.

9
Jennifer A. Smith

• Jenn
• 514 Walsh Hall
• 634-9876
• Virginia Beach, VA
• Im a licensed pilot. Im fanatical about Allie
  McBeal, Law and Order, the O.J. case and du Lac.
  I live for nachos, the Boston Red Sox and Jimmy
  Buffett. blah.blah.blah..

10
Syllabus and Assignments

• Course Information
• Scope of course, office hours, requirements,
  text, academic honor code expectations
• General information not expected to change
• Assignment List
• daily reading and problem assignments
• updated regularly check last updated date

11
Some important information...

• Text Wests Business Law, 8th Edition by
  Clarkson, Miller, Jentz Cross
• Grading and Examinations
• Three in-semester exams (60)
• Final Exam (30)
• Quizzes, Participation, Preparedness (10)

12
Online Quizzes

• Available on the web at www.westbuslaw.com/wbl/wbl
  _8e/wbl8e.html
• Enter kirkblaw.1_at_nd.edu as instructor e-mail
  address
• Click on the shortcut, enter your name, class ID
  (not student ID number)
• You may consult your text and notes freely, but
  no person
• You may only take the quiz once unless I instruct
  otherwise
• Do not get too far ahead in quizzes no more than
  2 classes.

13
Attendance Policy

• Attendance is required
• Absences will result in a lowered grade for the
  course
• Excessive absences will subject a student to a
  failing grade
• Excused absences granted in accordance with
  University policy

14
Academic Code of Honor

• You may not give or receive unauthorized aid on
  any examination, quiz, or assignment administered
  in this class
• You are permitted, on the online quizzes only, to
  use your textbook and notes
• Honesty of all students will be assumed
• Exams will not be proctored, but I will be
  available in the room
• Questions should be directed to me or a member of
  the University Academic Code of Honor Committee

15
Your Expectations

• To learn the material!
• the legal environment of business
• elements of contracts
• basics of sales contracts
• basics of agency relationships

16
Your Expectations

• Competent Instruction
• well prepared
• clear and accurate presentation
• fair accurate evaluation of your progress
  through the semester

17
My Expectations

• Attendance
• Attention
• Willingness to learn
• Preparation (the quizzes will help)
• Participation
• Competency in material
• Honor Code

18
Review of Syllabus

• The Legal Environment of Business
• Introduction to Contracts
• Sales Contracts
• Agency

19
The Legal Environment of Business

• Introduction to Law and Legal Reasoning
• Courts and Civil Dispute Resolution
• Constitutional Authority to Regulate Business
• Tort Law
• Criminal Law
• Torts and Crimes Related to Business
• Intellectual Property
• Cyberlaw and E-Commerce

20
Introduction to Law and Legal Reasoning

• What is law?
• A Definition of Law
• enforceable rules governing relationships among
  individuals and between individuals and their
  society
• Positive Law
• rules laid down by some recognized political
  superior (e.g., legislature, court, president) to
  a political inferior (e.g., person or entity)

21
Some ways to better understand what law is

• Classifications of law
• Public v. Private
• Civil v. Criminal
• Federal v. State
• Substance v. Procedure
• Case v. Statutory

22
Are these laws?

• The Bible
• ...eye for an eye, tooth for a tooth...
• Catechism of the Catholic Church
• du Lac
• Indiana Criminal Code
• Uniform Commercial Code

23
Some Concepts and Terms...

• Jurisprudence
• Legal Philosophy
• Schools of Jurisprudence
• Positivism - command by a recognized authority
  e.g., legislature
• Natural Law - recognizes higher authority...
  unjust law is not law and should not be obeyed
• Legal Realism - social engineering approach
  practical nature of the law The life of the law
  has not been logic, it has been experience.

24
More concepts and terms...

• Common Law
• the body of law made and applied by judges as
  they decide cases that are not governed by
  statutes or other types of positive law
• Stare Decisis... let the decision stand
• efficient
• uniform
• provides stability, predictability
• experientially based

25
Case Law v. Statutory Law

• Case Law
• court decisions rendered by municipal, state and
  federal courts
• published cases provide the basis on which
  similar cases can be decided
• most tort law is case law... e.g., slip and fall

• Statutory Law
• laws passed by local bodies, state and federal
  legislatures
• administrative laws rules, regs passed by state
  and federal agencies.... e.g. OSHA, IDOT, FAA
• Campus Security Act

26
Substantive vs. Procedural

• Substantive Law
• the law that is used to decide disputes
• includes all laws that define, describe, regulate
  and create legal rights and obligations
• essentially, the rights granted by the law

• Procedural Law
• establishes the methods of enforcing the rights
  established by substantive law
• essentially, how to exercise the rights granted
  under the substantive law

27
Substance v. Procedure... examples

• Criminal Law
• Substance Prohibitions on sale consumption of
  alcoholic beverages, intoxication
• Procedure Sentencing
• Analogies with student disciplinary process?
• Business Law
• Substance Obligation of parties Sec. 2-301 of
  the UCC
• Procedure Remedies Sec. 2-701 of the UCC

28
Legal Reasoning

• Basically deductive or syllogistic
• Major Premise the legal rule
• Minor Premise the facts
• Result combination of the legal rule and facts

29
Legal Reasoning

• Case Law Reasoning
• stare decisis the present case should be decided
  in the same way as similar cases before it were
  decided
• use of precedents or rules from prior cases
• if not alike, distinguish

• Statutory Interpretation
• look to the text
• problems of interpretation
• plain meaning
• legislative history
• intent of legislature
• legislative purpose

30
Legal Reasoning

• IRAC
• Issue
• Rule of Law
• Application
• Conclusion
• Its how you will be asked to analyze problems in
  this class
• And will prepare you for case briefing in the
  event you go to law school

31
Analyze this problem

• Kelly, a famous Irish tap dancer (and student),
  was shopping in the Huddle, when she slipped and
  fell on a wet floor in one of the aisles. The
  store had recently been mopped by one of the
  employees, but there were no signs to that
  effect, warning the customers.
• As a result of the fall, Kelly injures her ankle,
  and is unable to perform in her role for the next
  six months as one of the lead dancers in the
  upcoming performances of Riverdance II.

32
Continue to analyze this problem

• Had Kelly been able to perform in the scheduled
  productions, she would have earned approximately
  100,000.
• Kelly sued the Huddle for this amount, plus
  another 10,000 in medical expenses.
• Kelly claimed that the Huddles failure to warn
  customers of the wet floor constituted negligence
  and therefore, the Huddle was liable for her
  injuries.

33
Apply IRAC

• But first
• Plaintiffs - ?
• Defendants - ?
• Contracts - K
• Issue
• Rule
• Application
• Conclusion

34
Courts and Civil Dispute Resolution... our three
goals

• Understanding the different types of courts
• Understanding which courts have power to hear
  what disputes and when
• The concept of jurisdiction
• Understanding the basics of Civil Procedure
• difference between substantive and procedural law
• summary of rules of procedure

35
Typical State Court System
36
Federal Court System
37
Jurisdiction...

• State
• Trial Courts
• limited jurisdiction, e.g., municipal, domestic
  relations, juvenile, probate
• general jurisdiction, such as county or district
  court
• Appellate Courts
• Supreme Court

38
Jurisdiction...

• Federal
• limited powers under the Constitution
• there must exist either
• a Federal Question, or,
• Diversity of Citizenship
• of the Supreme Court

39
Typical Lawsuit

• Injury
• Complaint
• Motions, answers, counterclaims, replies
• Pretrial motions made and decided
• Discovery, depositions, pretrial conferences
• Trial
• Post-trial motions and possible appeal

40
Civil Dispute Resolution Terms

• Plaintiff Defendant
• Depositions
• Discovery
• Jurisdiction
• Standing
• Questions of Fact v. Questions of Law

41
Constitutional Authority to Regulate Business

• Legislative branch empowered by Article I
• Supremacy Clause
• state laws cant conflict
• Some powers are enumerated
• Art I sec 8, par 1-17
• Implied Powers
• to make all laws necessary and proper
• Commerce Clause
• Taxation Powers
• Spending Powers

42
More terms...

• Administrative Law
• Summary Judgment
• Subpoena
• Injunction

43
Tort Law

• What is a TORT?
• A definition
• a private or civil wrong or injury, other than
  breach of contract, for which the court will
  provide a remedy in the form of an action for
  damages
• Classification of Torts

44
Development of Tort Law

• Common Law
• Wrongs for which a remedy is provided defined by
  court decisions
• May vary significantly from state to state
• Some Statutory Law may override

45
Tort Law

• Kinds of Torts
• Intentional Torts
• willful commission
• intended to bring about the consequences that are
  the basis of the tort
• Negligence
• failure to use proper care
• consequences are not intended
• Strict Liability
• it just doesnt matter how careful you are...
• some examples?

46
Intentional Torts

• Against Persons
• AB
• FI
• Infliction of Emotional Distress
• Defamation
• Right of Privacy
• Fraudulent Misrepresentation
• Against Property
• Trespass to Land, Personal Property
• Conversion

47
Torts Involving Negligence

• Careless performance or failure to perform a
  legally required act
• Elements D,B,C,I(d)
• Defenses
• Assumption of Risk
• Contributory or Comparative Negligence
• Special Situations
• RIL
• Negligence per se (violation of statute)
• Special Negligence Statutes (dram shop, etc.)

48
TORTS v. CONTRACTS

• Differences?
• Duties imposed by law
• Obligations created by the parties themselves
• Similarities?