Business Law Study Guide

1. Can you be imprisoned for civil law?

No, you can only be charged criminal

1. What’s the difference between ethical and legal rule?

• Ethical Rule – what is right (depends on your personal view) and what is wrong?
• Legal Rule – what follows the laws? What is legal? Have Sanctions where Ethical Rules do not

1. What’s the difference between sustenance law and procedural law? It’s wrong to rob a bank/ how do we apply that rule.

• Substantive Law – rule that you can break and get a sanction, unlawful to rob a bank
• Procedural Law – what are the rules of the court

1. What kind of law are ordinances? (Laws at the city level, statutory laws, a statute)
   [Statues can be federal, state, or city (aka Ordinances)]

They are not a decree.

1. Kinds of Law?
   Statutory Law – Law codified and written; passed by some governmental entity.
   Administrative Law – CH 6
   Common Law – Originally, the law of England 1066 made uniform after William the Conqueror; today, the non-statutory law and the law found in judicial precedent.
   This principle of following other decisions is referred to as stare decisis, meaning “let the decision stand.” This process of legal reasoning is still followed today. The courts use the judicial decisions of the past in making their judgments in order to provide the consistency and constancy of the law.
2. What is the Supreme Law of the Land?
   US Constitution
3. How many Constitutions in the United States of America?
   51 Constitutions

• 50 state constitutions
• 1 federal constitution

1. What type of law is the internal revenue code?
   A Federal Statute
2. FDA regulations are what?
   Administrative Law (violations are a crime)
3. Example of Private Law? What is Private Law?
   Contract (Lease, Employment Contract)
   Contract creates private law between parties that courts enforce
4. Criminal Laws are enforced by who?
   State attorneys, aka by the state
5. Know about the Uniform Commercial Code
   Act of US Congress
   Are State Laws, not Federal Laws
   Uniform because a commission drafted this model code that was up to the states to adopt
   Like the Model Partnership Act
   Acts that the state has to adapt
   Central Government
   Louisiana didn’t adopt Article 2 – Sales, it Adopted most of it, because of their status as a former French colony and thus a civil code
6. Does custom have an impact on international law?
   Yes
7. In the case of the Estate of the Uncle, why had he Won?

Valid Consideration

1. Who plays the most significant role in instilling a sense of ethics?
   Chief Executive Officer
2. Are employees stakeholders in a corporation?

Yes

1. Deontological – based on motivation, whether it's good or bad
2. Consequential – Utilitarian ends justify the means
3. What’s one of the primary public policies and laws that apply to business? Promoting Economic growth
4. Will the choice of a business entity determine Investor’s liability
   Yes
5. Know Types of Businesses
   CH 18
6. If Germany and Mexico are both civil law countries do they both have an extensive discovery process in their systems?

No

1. If a site has click here if you accept, have you entered into a contract?

Yes

1. Coca-Cola bottling company Case, the court held that one who places on the market a bottled beverage is not held strictly liable is not liable for injuries incurred if the seller shows reasonable care, true or false?
   False, because of Strict Liability (Liability without fault, unlike Negligence which requires fault)
2. Why do we have a concept of corporate governance?
   We have it because there is a separation between ownership and control, that gap gives a loss in value, and corporate governance lessens the loss
3. In the Uniform Partnership act what are the assumptions that the law requires the court to make?
   Both Parties are equal (management responsibilities, and profits and losses)
   you can overcome this via a written contract
4. What are some areas of UCC that can bite you if you aren’t careful?

• The difference between shipment and destination contract

• Shipment Contract – Once goods are on carrier then it’s their problem in Destination. To put the goods on the courier and after the buyer has responsibility.
• Destination Contract – he has to get them to the buyer, seller has risk of loss in transit. The seller is obligated to deliver the goods and is liable until it gets to the destination.

• Law Presumes that it is a Shipment contract, if you as a buyer don’t know that, then you will have problems
• Uniform commercial code presumes that absent any contract the place of business or delivery, by default location, is the seller’s place of business. (Aka you have to pick up at the seller’s place of delivery)
• Terms of Delivery are cash on delivery
• Net 30 days contract – 30 days after I get the contract, I’ll pay you

1. The Battle of the forms (documents)
   If I make you an offer the only thing you can accept is the original offer, if you make any changes, then you rejected it
   In UCC one person sends a document with terms on it, second guy sends his version, the last one will be the one which gets the deal (aka the latest one) (aka the most updated one)

[Under uniform commercial codes rules where a deal can be changed by the other parties and the accepted one will be the last most updated one.]
(No verbal contract will be enforced in excess of $500 for goods)
3 circumstances where this does not hold:

• 2nd one significantly substantially changed the 1st one

second guy substantially changes the first deal,
(up to the courts to decide which one stays)

• First one says “here is my deal, I will not accept any changes, and if you do change it we have no deal”

guy who sent his deal out specifically says they don’t accept changes

• I notify the party within a reasonable time, I don’t accept your changes we do not have a deal. Recipient specifically say they don't accept the changes.

1. Under the common law, we have the mirror  image rule, when making an offer you can only accept the offer, if you change it then you reject the original offer.
2. Choice of Law
   Florida Law
3. Choice of Forum
   Litigate in Florida
4. What is a Condition Precedence Contract?
   Contract not executed/enforced until conditions met

If this happens, then…
Example: