Essentials of Business Law and the Legal Environment

, by Mann, Richard A.; Roberts, Barry S.

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

ISBN: 9780324154788 | 032415478X
Cover: Hardcover
Copyright: 6/6/2003

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This text offers complete coverage of business law and its environment in a non-technical, straightforward, and learner-friendly style. Cases are summarized by the authors and integrated throughout chapters. Legal issues and court decisions are carefully explained with a minimum of legal jargon. Most important, Essentials of Business and The Legal Environment covers all required business law topics for the CPA exam.

PART I Introduction to Law and Ethics

(44)

Introduction to Law

(13)

Nature of Law

(1)

Classification of Law

(2)

Sources of Law

(1)

Concept Review: Comparison of Civil and Criminal Law

(3)

Concept Review: Comparison of Law and Equity

(2)

Consumer Insight: Across the Globe: Four Major Legal Systems

(1)

Legal Analysis

(1)

The Law and You

(2)

Business Ethics

(30)

Law versus Ethics

(1)

Ethical Theories

(1)

Managerial Insight: The Aftermath of Bhopal

(3)

Ethical Standards in Business

(2)

Ethical Responsibilities of Business

(7)

Business Ethics Cases

(16)

Pharmakon Drug Company

(2)

Mykon's Dilemma

(5)

Oliver Winery, Inc.

(2)

JLM, Inc.

(3)

Sword Technology, Inc.

(4)

PART II The Legal Environment of Business

(122)

Civil Dispute Resolution

(28)

The Court System

(1)

The Federal Courts

(2)

State Courts

(1)

Jurisdiction

(1)

Subject Matter Jurisdiction

(3)

Concept Review: Subject Matter Jurisdiction

(1)

Jurisdiction over the Parties

(3)

Civil Dispute Resolution

(1)

Civil Procedure

(5)

The Law and You

(2)

Alternative Dispute Resolution

(2)

Concept Review: Comparison of Adjudication, Arbitration, and Mediation/Conciliation

(8)

Constitutional Law

(19)

Basic Principles

(4)

Powers of Government

(3)

Limitations on Government

(1)

Concept Review: Limitations on Government

(4)

Ethical Dilemma: Who Is Responsible for Commercial Speech?

(6)

Administrative Law

(15)

Operation of Administrative Agencies

(3)

Concept Review: Administrative Rulemaking

(3)

Limits on Administrative Agencies

100

(3)

Ethical Dilemma: Should the Terminally Ill Be Asked to Await FDA Approval of Last-Chance Treatments?

103

(5)

Criminal Law

108

(17)

Nature of Crimes

109

(1)

Classification

110

(1)

Concept Review: Degrees of Mental Fault

111

(1)

White-Collar Crime

112

(2)

Crimes Against Business

114

(3)

Defenses to Crimes

117

(1)

Criminal Procedure

118

(2)

The Law and You

120

(1)

Concept Review: Constitutional Protection for the Criminal Defendant

121

(4)

Intentional Torts

125

(19)

Harm to the Person

128

(2)

Harm to the Right of Dignity

130

(2)

Managerial Insight: Employee References and Liability for Defamation

132

(3)

Concept Review: Privacy

135

(1)

Harm to Property

135

(1)

Harm to Economic Interests

136

(2)

Ethical Dilemma: What May One Do to Attract Clients from a Previous Employer?

138

(1)

Concept Review: Intentional Torts

139

(5)

Negligence and Strict Liability

144

(23)

Negligence

145

(1)

Breach of Duty of Care

145

(5)

Ethical Dilemma: What Are the Obligations of a Bartender to His Patrons?

150

(2)

Proximate Cause

152

(3)

Injury

155

(1)

Defenses to Negligence

156

(3)

Strict Liability

159

(1)

Activities Giving Rise to Strict Liability

159

(2)

The Law and You

161

(1)

Defenses to Strict Liability

161

(6)

PART III Contracts

167

(176)

Introduction to Contracts

168

(15)

Development of the Law of Contracts

169

(2)

Definition of Contract

171

(1)

Requirements of a Contract

171

(3)

Classification of Contracts

174

(2)

Promissory Estoppel

176

(1)

Managerial Insight: Can You Contract by Fax?

177

(1)

Quasi Contracts

178

(2)

Concept Review: Contracts, Promissory Estoppel, and Quasi Contracts

180

(3)

Mutual Assent

183

(20)

Offer

184

(1)

Essentials of an Offer

184

(4)

Duration of Offers

188

(4)

Acceptance of Offer

192

(1)

Communication of Acceptance

192

(4)

Variant Acceptances

196

(1)

The Law and You

197

(1)

Concept Review: Offer and Acceptance

198

(5)

Conduct Invalidating Assent

203

(19)

Duress

203

(2)

Undue Influence

205

(2)

Fraud

207

(4)

Nonfraudulent Misrepresentation

211

(1)

Mistake

212

(1)

Concept Review: Misrepresentation

212

(2)

Concept Review: Conduct Invalidating Assent

214

(1)

The Law and You

215

(7)

Consideration

222

(18)

Legal Sufficiency

222

(3)

Concept Review: Consideration in Unilateral and Bilateral Contracts

225

(1)

Ethical Dilemma: Should a Spouse's Promise Be Legally Binding?

226

(5)

Bargained-For Exchange

231

(1)

Contracts without Consideration

232

(8)

Illegal Bargains

240

(15)

Violations of Statutes

240

(3)

Violations of Public Policy

243

(6)

The Law and You

249

(1)

Effect of Illegality

249

(1)

Ethical Dilemma: Is It Fair to Reserve the Right to Withhold Test Scores?

250

(5)

Contractual Capacity

255

(13)

Minors

255

(6)

Incompetent Persons

261

(1)

The Law and You

262

(1)

Intoxicated Persons

262

(1)

Ethical Dilemma: Should a Merchant Sell to One Who Lacks Capacity?

263

(5)

Contracts in Writing

268

(23)

Statute of Frauds

269

(1)

Contracts within the Statute of Frauds

269

(6)

Concept Review: The Statute of Frauds

275

(1)

Compliance with the Statute of Frauds

276

(3)

Effect of Noncompliance

279

(1)

Parol Evidence Rule

279

(1)

The Rule

280

(1)

Situations to Which the Rule Does Not Apply

281

(2)

Ethical Dilemma: What's (Wrong) in a Contract?

283

(1)

Supplemental Evidence

283

(1)

Interpretation of Contracts

284

(7)

Third Parties to Contracts

291

(17)

Assignment of Rights

291

(6)

Delegation of Duties

297

(2)

Third-Party Beneficiary Contracts

299

(9)

Performance, Breach, and Discharge

308

(16)

Conditions

308

(4)

Discharge by Performance

312

(1)

Discharge by Breach

312

(2)

Discharge by Agreement of the Parties

314

(2)

Discharge by Operation of Law

316

(8)

Contract Remedies

324

(19)

Monetary Damages

325

(7)

Remedies in Equity

332

(3)

Restitution

335

(1)

Limitations on Remedies

336

(7)

PART IV Sales

343

(104)

Introduction to Sales and Leases

344

(20)

Nature of Sales and Leases

345

(1)

Definitions

345

(3)

Fundamental Principles of Article 2 and Article 2A

348

(3)

Ethical Dilemma: What Constitutes Unconscionability in a Business?

351

(1)

Formation of Sales and Lease Contracts

352

(1)

Manifestation of Mutual Assent

352

(5)

Consideration

357

(1)

Form of the Contract

357

(2)

The Law and You

359

(1)

Concept Review: Contract Law Compared with Law of Sales

360

(4)

Performance

364

(19)

Performance by the Seller

365

(5)

Performance by the Buyer

370

(4)

Obligations of Both Parties

374

(2)

Ethical Dilemma: Should a Buyer Refuse to Perform a Contract Because a Legal Product May Be Unsafe?

376

(7)

Transfer of Title and Risk of Loss

383

(17)

Transfer of Title

383

(6)

Risk of Loss

389

(5)

Bulk Sales

394

(1)

Ethical Dilemma: Who Should Bear the Loss?

394

(6)

Product Liability: Warranties and Strict Liability

400

(25)

Warranties

401

(1)

Types of Warranties

401

(4)

Obstacle to Warranty Actions

405

(4)

Concept Review: Warranties

409

(1)

Strict Liability in Tort

409

(1)

Requirements of Strict Liability in Tort

410

(3)

Obstacles to Recovery

413

(2)

Restatement (Third) of Torts: Products Liability

415

(1)

Concept Review: Product Liability

416

(1)

Managerial Insight: A. H. Robins: What Went Wrong?

417

(1)

Ethical Dilemma: When Should a Company Order a Product Recall?

418

(7)

Sales Remedies

425

(22)

Remedies of the Seller

426

(5)

Remedies of the Buyer

431

(1)

Concept Review: Remedies of the Seller

432

(5)

Contractual Provisions Affecting Remedies

437

(1)

Concept Review: Remedies of the Buyer

438

(1)

Consumer Insight: Warranty of Title: Who Pays Attorneys' Fees When a Dispute Arises?

439

(8)

PART V Negotiable Instruments

447

(98)

Form and Content

448

(17)

Negotiability

449

(1)

Types of Negotiable Instruments

450

(2)

Formal Requirements of Negotiable Instruments

452

(7)

The Law and You

459

(6)

Transfer

465

(16)

Negotiation

465

(5)

Indorsements

470

(2)

Managerial Insight: Details of $1 Million Embezzlement Case Emerge

472

(4)

Concept Review: Indorsements

476

(5)

Holder in Due Course

481

(22)

Requirements of a Holder in Due Course

481

(6)

Ethical Dilemma: What Responsibility Does a Holder Have in Negotiating Commercial Paper?

487

(3)

Holder in Due Course Status

490

(2)

The Preferred Position of a Holder in Due Course

492

(6)

Limitations Upon Holder in Due Course Rights

498

(5)

Liability of Parties

503

(19)

Contractual Liability

503

(1)

Signature

504

(2)

Liability of Primary Parties

506

(1)

Liability of Secondary Parties

507

(4)

Termination of Liability

511

(1)

Concept Review: Contractual Liability

511

(1)

Liability Based on Warranty

512

(1)

Warranties on Transfer

513

(1)

Warranties on Presentment

514

(4)

Ethical Dilemma: Who Gets to Pass the Buck on a Forged Indorsement?

518

(4)

Bank Deposits, Collections, and Funds Transfers

522

(23)

Bank Deposits and Collections

523

(1)

Collection of Items

523

(5)

Relationship between Payor Bank and Its Customer

528

(4)

Electronic Funds Transfer

532

(1)

Ethical Dilemma: Can Embezzlement Ever Be a Loan?

533

(1)

Types of Electronic Funds Transfer

533

(1)

Consumer Insight: Thwarting ATM Fraud

534

(1)

Consumer Funds Transfer

535

(2)

Wholesale Funds Transfer

537

(2)

Concept Review: Parties to a Funds Transfer

539

(6)

PART VI Agency

545

(44)

Relationship of Principal and Agent

546

(19)

Nature of Agency

547

(2)

Creation of Agency

549

(2)

Duties of Agent to Principal

551

(3)

Duties of Principal to Agent

554

(3)

Termination of Agency

557

(2)

Ethical Dilemma: Is Medicaid Designed to Protect Inheritances?

559

(6)

Relationship with Third Parties

565

(24)

Relationship of Principal and Third Persons

566

(1)

Contract Liability of the Principal

566

(4)

Managerial Insight: Undisclosed Principal Working Through Agents Assembles Home for Famous Mouse, Duck, and Friends

570

(5)

Ethical Dilemma: When Should an Agent's Power to Bind His Principal Terminate?

575

(1)

Tort Liability of the Principal

575

(6)

Criminal Liability of the Principal

581

(1)

Relationship of Agent and Third Persons

581

(1)

Contract Liability of Agent

581

(3)

Tort Liability of Agent

584

(1)

Rights of Agent against Third Person

584

(5)

PART VII Business Associations

589

(164)

Formation and Dissolution of General Partnerships

590

(35)

Choosing a Business Association

591

(1)

Factors Affecting the Choice

591

(1)

Forms of Business Associations

592

(3)

Concept Review: General Partnership, Limited Partnership, Limited Liability Company, and Corporation

595

(1)

Formation of General Partnerships

595

(1)

The Law and You

596

(1)

Nature of Partnership

596

(1)

Formation of a Partnership

597

(8)

Dissociation and Dissolution of General Partnerships under RUPA

605

(1)

Concept Review: Partnership Property Compared with Partner's Interest

605

(1)

Dissociation

606

(1)

Dissolution

607

(3)

Dissociation without Dissolution

610

(3)

Concept Review: Dissociation and Dissolution under RUPA

613

(1)

Dissolution of General Partnerships under UPA

614

(1)

Dissolution

614

(1)

Ethical Dilemma: What Duty of Disclosure Is Owed to Incoming Partners?

615

(1)

Winding Up

616

(1)

Continuation after Dissolution

617

(8)

Operation of General Partnerships

625

(19)

Relationships among Partners

625

(1)

Duties among Partners

626

(3)

Ethical Dilemma: When Is an Opportunity a Partnership Opportunity?

629

(1)

Rights among Partners

629

(3)

Relationship between Partners and Third Parties

632

(1)

Contracts of Partnership

632

(4)

Torts and Crimes of Partnership

636

(2)

Notice to a Partner

638

(1)

Liability of Incoming Partner

638

(6)

Limited Partnerships and Limited Liability Companies

644

(20)

Limited Partnerships

644

(7)

Concept Review: Comparison of General and Limited Partners

651

(1)

Limited Liability Companies

652

(4)

Concept Review: Comparison of Member-Managed and Manager-Managed LLCs

656

(1)

Other Unincorporated Business Associations

657

(1)

Concept Review: Liability Limitations in LLPs

658

(6)

Nature and Formation of Corporations

664

(23)

Nature of Corporations

665

(1)

Corporate Attributes

665

(1)

Classification of Corporations

666

(1)

Managerial Insight: Why Delaware?

667

(3)

Formation of a Corporation

670

(1)

Organizing the Corporation

670

(3)

Formalities of Incorporation

673

(2)

Recognition or Disregard of Corporateness

675

(1)

Defective Incorporation

675

(3)

Piercing the Corporate Veil

678

(2)

Corporate Powers

680

(1)

Sources of Corporate Powers

680

(1)

Ultra Vires Acts

681

(1)

Liability for Torts and Crimes

681

(6)

Financial Structure of Corporations

687

(20)

Debt Securities

688

(1)

Authority to Issue Debt Securities

688

(1)

Types of Debt Securities

688

(2)

Equity Securities

690

(1)

Consumer Insight: Bond Ratings: What Do They Tell Us? Who Makes Them?

691

(1)

Issuance of Shares

691

(4)

Classes of Shares

695

(1)

Concept Review: Debt and Equity Securities

696

(1)

Dividends and Other Distributions

697

(1)

Types of Dividends and Other Distributions

697

(1)

Legal Restrictions on Dividends and Other Distributions

698

(3)

Declaration and Payment of Distributions

701

(1)

Liability for Improper Dividends and Distributions

702

(5)

Management Structure of Corporations

707

(29)

Corporate Governance

708

(1)

Role of Shareholders

709

(1)

Voting Rights of Shareholders

709

(5)

Enforcement Rights of Shareholders

714

(1)

Concept Review: Concentrations of Voting Power

715

(3)

Role of Directors and Officers

718

(1)

Function of the Board of Directors

719

(2)

Election and Tenure of Directors

721

(1)

Exercise of Directors' Functions

722

(1)

Officers

723

(1)

Duties of Directors and Officers

724

(6)

Ethical Dilemma: Whom Does a Director Represent? What Are a Director's Duties?

730

(6)

Fundamental Changes of Corporations

736

(17)

Charter Amendments

737

(1)

Combinations

737

(7)

Ethical Dilemma: What Rights Do Minority Shareholders Have?

744

(2)

Dissolution

746

(1)

Concept Review: Fundamental Changes under Pre-1999 RMBCA

747

(6)

PART VIII Debtor and Creditor Relations

753

(64)

Secured Transactions and Suretyship

754

(36)

Secured Transactions in Personal Property

755

(1)

Essentials of Secured Transactions

755

(1)

Classification of Collateral

756

(3)

Attachment

759

(3)

Concept Review: Requisites for Enforceability of Security Interests

762

(1)

Perfection

762

(5)

Priorities among Competing Interests

767

(1)

Concept Review: Methods of Perfecting Security Interests

767

(5)

Default

772

(3)

Suretyship

775

(1)

The Law and You

776

(1)

Nature and Formation

776

(1)

Ethical Dilemma: What Price Is ``Reasonable'' in Terms of Repossession?

777

(2)

Rights of Surety

779

(1)

Defenses of Surety and Principal Debtor

780

(10)

Bankruptcy

790

(27)

Federal Bankruptcy Law

791

(1)

Case Administration---Chapter 3

792

(1)

Creditors, the Debtor, and the Estate---Chapter 5

793

(6)

Liquidation---Chapter 7

799

(3)

Reorganization---Chapter 11

802

(3)

Adjustment of Debts of a Family Farmer---Chapter 12

805

(1)

Adjustment of Debts of Individuals---Chapter 13

806

(2)

The Law and You

808

(1)

Concept Review: Comparison of Bankruptcy Proceedings

809

(1)

Creditors' Rights and Debtors' Relief Outside of Bankruptcy

809

(1)

Creditors' Rights

809

(1)

Debtors' Relief

810

(7)

PART IX Regulation of Business

817

(190)

Securities Regulation

818

(30)

The Securities Act of 1933

820

(1)

Definition of a Security

820

(1)

Registration of Securities

821

(2)

Exempt Securities

823

(1)

Exempt Transactions for Issuers

824

(3)

Exempt Transactions for Non-Issuers

827

(1)

Concept Review: Exempt Transactions for Issuers under the 1933 Act

828

(1)

Liability

828

(2)

The Securities Exchange Act of 1934

830

(2)

Disclosure

832

(3)

Liability

835

(1)

Concept Review: Disclosure under the 1934 Act

835

(5)

Ethical Dilemma: What Information May a Corporate Employee Disclose?

840

(3)

Concept Review: Civil Liability under the 1933 and 1934 Acts

843

(5)

Intellectual Property

848

(19)

Trade Secrets

848

(3)

Trade Symbols

851

(4)

Trade Names

855

(1)

Copyrights

855

(1)

Managerial Insight: Licensed Trademarks Beset by Pirates, Counterfeiters, and Copycats

856

(4)

Ethical Dilemma: Who Holds Copyright on Lecture Notes?

860

(1)

Patents

861

(1)

The Law and You

862

(1)

Concept Review: Intellectual Property

863

(4)

Employment Law

867

(24)

Labor Law

868

(1)

Employment Discrimination Law

869

(10)

Employee Protection

879

(1)

Concept Review: Federal Employment Discrimination Laws

879

(4)

Ethical Dilemma: What (Unwritten) Right to a Job Does an Employee Have?

883

(1)

The Law and You

884

(7)

Antitrust

891

(21)

Sherman Antitrust Act

892

(7)

Concept Review: Restraints of Trade under the Sherman Act

899

(2)

Clayton Act

901

(1)

Ethical Dilemma: When Is an Agreement Competitive?

902

(2)

Robinson-Patman Act

904

(2)

The Law and You

906

(1)

Federal Trade Commission Act

906

(6)

Accountants' Legal Liability

912

(12)

Common Law

912

(5)

Federal Securities Law

917

(7)

Consumer Protection

924

(20)

State and Federal Consumer Protection Agencies

925

(4)

Consumer Purchases

929

(2)

Consumer Credit Transactions

931

(1)

Concept Review: Consumer Recission Rights

932

(4)

Creditors' Remedies

936

(1)

Ethical Dilemma: Should Some Be Protected from High-Pressure Sales?

937

(1)

The Law and You

938

(6)

Environmental Law

944

(21)

Common Law Actions for Environmental Damage

944

(1)

Nuisance

945

(1)

Trespass to Land

945

(1)

Strict Liability for Abnormally Dangerous Activities

946

(1)

Problems Common to Private Causes of Action

946

(1)

Federal Regulation of the Environment

946

(1)

The National Environmental Policy Act

947

(1)

The Clean Air Act

948

(4)

The Clean Water Act

952

(2)

Hazardous Substances

954

(2)

Ethical Dilemma: Distant Concerns

956

(2)

Concept Review: Major Federal Environmental Statutes

958

(1)

The Law and You

959

(2)

International Protection of the Ozone Layer

961

(4)

International Business Law

965

(18)

The International Environment

966

(2)

Jurisdiction over Actions of Foreign Governments

968

(2)

Transacting Business Abroad

970

(2)

Ethical Dilemma: Who May Seek Economic Shelter under U.S. Trade Law?

972

(5)

Forms of Multinational Enterprises

977

(6)

CyberLaw

983

(24)

Defamation

983

(3)

Intellectual Property

986

(6)

Contracts and Sales

992

(1)

UCITA

993

(2)

Privacy and the Internet

995

(4)

Securities Regulation

999

(2)

Cybercrime

1001

(6)

PART X Property

1007

Introduction to Property, Property Insurance, Bailments, and Documents of Title

1008

(29)

Introduction to Property and Personal Property

1009

(1)

Kinds of Property

1009

(1)

Concept Review: Kinds of Property

1010

(2)

Transfer of Title to Personal Property

1012

(3)

Property Insurance

1015

(1)

The Law and You

1016

(1)

Fire and Property Insurance

1016

(1)

Consumer Insight: Insurance Fraud, Supposedly the Victimless Crime---Who Pays? Who Cares?

1017

(2)

Nature of Insurance Contracts

1019

(2)

Bailments and Documents of Title

1021

(1)

Bailments

1021

(4)

Concept Review: Duties in a Bailment

1025

(2)

Ethical Dilemma: Who is Responsible for the Operation of Rental Property?

1027

(1)

Documents of Title

1028

(9)

Interests in Real Property

1037

(19)

Freehold Estates

1037

(2)

Leasehold Estates

1039

(2)

Concept Review: Freehold Estates

1041

(5)

Concurrent Ownership

1046

(3)

Concept Review: Rights of Concurrent Owners

1049

(1)

Nonpossessory Interests

1049

(2)

The Law and You

1051

(5)

Transfer and Control of Real Property

1056

(18)

Transfer of Real Property

1057

(1)

Contract of Sale

1057

(2)

Deeds

1059

(1)

Secured Transactions

1060

(2)

Adverse Possession

1062

(1)

Public and Private Controls

1062

(1)

Zoning

1062

(2)

Eminent Domain

1064

(1)

Ethical Dilemma: Where Should Cities House the Disadvantaged?

1065

(1)

Private Restrictions on Land Use

1066

(1)

The Law and You

1067

(7)

Trusts and Wills

1074

Trusts

1074

(1)

Types of Trusts

1075

(2)

Creation of Trusts

1077

(3)

Termination of a Trust

1080

(1)

Concept Review: Allocation of Principal and Income

1080

(1)

Decedent's Estates

1081

(1)

Wills

1081

(5)

Ethical Dilemma: When Should Life Support Cease?

1086

(1)

Intestate Succession

1086

(1)

Administration of Estates

1087

Appendix A The Constitution of the United States

Appendix B Uniform Commercial Code (Selected Provisions)

(1)

Appendix C Uniform Partnership Act

(1)

Appendix D Revised Uniform Partnership Act (Selected Provisions)

(1)

Appendix E Revised Model Business Corporation Act (Selected Provisions)

(1)

Appendix F Dictionary of Legal Terms

(1)

Index

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Essentials of Business Law and the Legal Environment

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Essentials of Business Law and the Legal Environment

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