Tai Lieu Chat Luong www.downloadslide.net www.downloadslide.net managerial strategy Marriage Equality and the Constitution 23 Budget Cuts for State Courts Can Affect Businesses 49 When Is a Warning Legally Bulletproof? 98 The Criminalization of American Business 157 Creating Liability Waivers That Are Not Unconscionable 246 Commercial Use of Drones 313 Cyber Thieves Empty Small-Business Owners’ Bank Accounts 525 BEYOND OUR BORDERS National Law Systems Islamic Law Courts Abroad and at Home 50 Imposing Product Liability as Far Away as China 96 The Resale of Textbooks Purchased Abroad 121 “The Right to Be Forgotten” in the European Union 145 Hackers Hide in Plain Sight in Russia 176 Bribery and the Foreign Corrupt Practices Act 200 The Statute of Frauds and International Sales Contracts 257 The CISG’s Approach to Revocation of Acceptance 343 Europe Bans Foods that Americans Eat 365 Severe Restrictions on Check Indorsements in France 389 Islamic Law and Respondeat Superior 482 Sexual Harassment in Other Nations 512 Limited Liability Companies in Other Nations 539 Derivative Actions in Other Nations 573 Corporate Governance in Other Nations 599 The EU’s Lengthy Antitrust Proceedings 625 Border Searches of Your Electronic Devices 685 Copyright 2017 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part Due to electronic rights, some third party content may be suppressed from the eBook and/or eChapter(s) Editorial review has deemed that any suppressed content does not materially affect the overall learning experience Cengage Learning reserves the right to remove additional content at any time if subsequent rights restrictions require it www.downloadslide.net Tap into engagement MindTap empowers you to produce your best work—consistently MindTap is designed to help you master the material Interactive videos, animations, and activities create a learning path designed by your instructor to guide you through the course and focus on what’s important MindTap delivers real-world activities and assignments that will help you in your academic life as well as your career Flashcards ReadSpeaker Progress App MyNotes & Highlights MindTap helps you stay organized and efficient by giving you the study tools to master the material Self Quizzing & Practice MindTap empowers and motivates with information that shows where you stand at all times—both individually and compared to the highest performers in class “MindTap was very useful—it was easy to follow and everything was right there.” — Student, San Jose State University “I’m definitely more engaged because of MindTap.” — Student, University of Central Florida “MindTap puts practice questions in a format that works well for me.” — Student, Franciscan University of Steubenville Tap into more info at: www.cengage.com/mindtap Source Code: 14M-AA0105 Engaged with you www.cengage.com Copyright 2017 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part Due to electronic rights, some third party content may be suppressed from the eBook and/or eChapter(s) Editorial review has deemed that any suppressed content does not materially affect the overall learning experience Cengage Learning reserves the right to remove additional content at any time if subsequent rights restrictions require it www.downloadslide.net 11th Edition Business Law Today T h e E s s e n tia l s R o g e r Le R oy M i lle r Institute for University Studies Arlington, Texas Australia • Brazil • Mexico • Singapore • United Kingdom • United States Copyright 2017 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part Due to electronic rights, some third party content may be suppressed from the eBook and/or eChapter(s) Editorial review has deemed that any suppressed content does not materially affect the overall learning experience Cengage Learning reserves the right to remove additional content at any time if subsequent rights restrictions require it www.downloadslide.net This is an electronic version of the print textbook Due to electronic rights restrictions, some third party content may be suppressed Editorial review has deemed that any suppressed content does not materially affect the overall learning experience The publisher reserves the right to remove content from this title at any time if subsequent rights restrictions require it For valuable information on pricing, previous editions, changes to current editions, and alternate formats, please visit www.cengage.com/highered to search by ISBN#, author, title, or keyword for materials in your areas of interest Important Notice: Media content referenced within the product description or the product text may not be available in the eBook version Copyright 2017 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part Due to electronic rights, some third party content may be suppressed from the eBook and/or eChapter(s) Editorial review has deemed that any suppressed content does not materially affect the overall learning experience Cengage Learning reserves the right to remove additional content at any time if subsequent rights restrictions require it www.downloadslide.net Business Law Today © 2017, 2014 Cengage Learning The Essentials WCN: 02-200-203 11th Edition ALL RIGHTS RESERVED No part of this work covered by the copyright herein may be reproduced, transmitted, stored, or used in any form or by any means graphic, electronic, or mechanical, including but not limited to photocopying, recording, scanning, digitizing, taping, Web distribution, information networks, or information storage and retrieval systems, except as permitted under Section 107 or 108 of the 1976 United States Copyright Act, without the prior written permission of the publisher Roger LeRoy Miller Vice President for Social Science and Qualitative Business: Erin Joyner Product Director: Michael Worls Senior Product Manager: Vicky True-Baker Managing Content Developer: Rebecca von Gillern Content Developer: Leah Wuchnick Product Assistant: Ryan McAndrews Marketing Manager: Katie Jergens Marketing Director: Kristen Hurd Marketing Coordinator: Christopher Walz Production Director: Sharon Smith Senior Content Project Manager: Ann Borman For product information and technology assistance, contact us at Cengage Learning Customer & Sales Support, 1-800-354-9706 For permission to use material from this text or product, submit all requests online at www.cengage.com/permissions Further permissions questions can be emailed to permissionrequest@cengage.com Content Digitization Project Manager: Jennifer Chinn Manufacturing Planner: Kevin Kluck Senior Inventory Analyst: Terina Bradley Senior IP Director: Julie Geagan-Chavez IP Analyst: Jennifer Nonenmacher IP Project Manager: Betsy Hathaway Senior Art Director: Michelle Kunkler Interior and Cover Designer: Liz Harasymczuk Cover Images: Gavel and scales: pixhook/iStock com; Financial graphs: isak55/ShutterStock.com; Financial Systems: isak55/Shutterstock.com; Internet collage: Creativa Images/Shutterstock com; light on modern buildings: gui jun peng/ Shutterstock.com; technology background plus world: watcharakun/Shutterstock.com; abstract digital blue with arrows: winui/Shutterstock.com Design Elements: Skyline logo: happydancing, Shutterstock.com; Landmark feature: Yuriy Kulik/Shutterstock.com; Classic Case US Flag: STILLFX/Shutterstock.com; Beyond Our Borders: sebastian-julian/iStock.com; Adapting to Online: everything possible/Shutterstock.com; Spotlight Case: Kamil Krawczyk/iStock.com; Standard Case: Rawpixel/Shutterstock.com; Managerial Strategy 1: Gemenacom/Shutterstock.com and 2: PathDoc/Shutterstock.com; Linking Business Law: bikeriderlondon/Shutterstock.com; Business Application: Konstantin Sutyagin/Shutterstock com; Featured Case: Bacho/Shutterstock com; Preventing Legal Disputes: JoemanjiArts/ Shutterstock.com; Ethical Issues: Gary Lanfer/ Shutterstock.com Library of Congress Control Number: 2015951147 Student Edition ISBN: 978-1-305-57479-3 Cengage Learning 20 Channel Center Street Boston, MA 02210 USA Cengage Learning is a leading provider of customized learning solutions with employees residing in nearly 40 different countries and sales in more than 125 countries around the world Find your local representative at www.cengage.com Cengage Learning products are represented in Canada by Nelson Education, Ltd To learn more about Cengage Learning Solutions, visit www.cengage.com Purchase any of our products at your local college store or at our preferred online store www.cengagebrain.com Printed in the United States of America Print Number: 01 Print Year: 2015 Copyright 2017 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part Due to electronic rights, some third party content may be suppressed from the eBook and/or eChapter(s) Editorial review has deemed that any suppressed content does not materially affect the overall learning experience Cengage Learning reserves the right to remove additional content at any time if subsequent rights restrictions require it www.downloadslide.net Contents in Brief Chapter Legal and Constitutional Foundations of Business Chapter Courts and Alternative Dispute Resolution 39 Chapter Tort Law and Product Liability 73 Chapter Intellectual Property Rights 106 Chapter Internet Law, Social Media, and Privacy 130 Chapter Criminal Law and Cyber Crime 152 Chapter Business Ethics 184 Chapter 16 Creditors’ Rights and Bankruptcy 430 Chapter 17 Agency Relationships in Business 463 Chapter 18 Employment Law 490 Chapter 19 The Entrepreneur’s Options 524 Chapter 20 Corporations 551 Chapter 21 Investor Protection, Insider Trading, and Corporate Governance 581 Chapter 22 Antitrust Law and Promoting Competition 607 Chapter 23 Personal Property, Bailments, and Insurance 630 Chapter Agreement and Consideration in Contracts 207 Chapter 24 Real Property and Environmental Law 656 Chapter Capacity, Legality, and Enforceability 237 Chapter 25 International Law in a Global Economy 684 Chapter 10 Contract Performance, Breach, and Remedies 265 Chapter 11 Sales and Lease Contracts 294 Chapter 12 Performance and Breach of Sales and Lease Contracts 329 Chapter 13 Consumer Law 356 Chapter 14 Negotiable Instruments 376 Chapter 15 Banking in the Digital Age 407 APPENDICES A How to Brief Cases and Analyze Case Problems A-1 B The Constitution of the United States A-3 C Articles and 2A of the Uniform Commercial Code A-11 D Answers to Issue Spotters A-47 E Answers to Even-Numbered Learning Objectives Check Questions A-51 F Sample Answers for Business Case Problems with Sample Answer A-57 Glossary G-1 Table of Cases TC-1 Index I-1 v Copyright 2017 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part Due to electronic rights, some third party content may be suppressed from the eBook and/or eChapter(s) Editorial review has deemed that any suppressed content does not materially affect the overall learning experience Cengage Learning reserves the right to remove additional content at any time if subsequent rights restrictions require it www.downloadslide.net Contents Chapter Legal and Constitutional Foundations of Business Sources of American Law Common Law Tradition ◾◾ Landmark in the Law: Equitable Principles and Maxims Following a State Court Case ◾◾ Beyond Our Borders: National Law Systems The Constitutional Powers of Government 10 Classifications of Law Classic Case 1.1: Heart of Atlanta Motel v United States Business and the Bill of Rights Case 2.2: Brothers v Winstead ◾◾ Adapting the Law to the Online Environment: Jurors’ Use of Wireless Devices and the Internet Spotlight on Beer Labels: Case 1.2: Bad Frog Brewery, Inc v New York State Liquor Authority 17 ◾◾ Adapting the Law to the Online Environment: Should Threats Made on Facebook Be Considered Free Speech? 18 20 Privacy Rights 22 23 25 ◾◾ Managerial Strategy: Marriage Equality and the Constitution ◾◾ Business Application: Is “Pretexting” Illegal? Appendix to Chapter Chapter Courts and Alternative Dispute Resolution Basic Judicial Requirements ◾◾ Landmark in the Law: Marbury v Madison (1803) 40 41 Spotlight on Gucci: Case 2.1: Gucci America, Inc v Wang Huoqing 46 48 ◾◾ Managerial Strategy: Budget Cuts for State 49 ◾◾ Beyond Our Borders: Islamic Law Courts Abroad and at Home 73 73 Intentional Torts against Persons 75 Case 3.1: Revell v Guido 80 82 Intentional Torts against Property 84 Unintentional Torts (Negligence) 86 ◾◾ Landmark in the Law: Palsgraf v Long Island Railroad Co (1928) 89 Spotlight on the Seattle Mariners: Case 3.2: Taylor v Baseball Club of Seattle, L.P Strict Liability 90 93 39 40 Courts Can Affect Businesses 66 The Basis of Tort Law Revenge Porn and Invasion of Privacy 30 The Judiciary’s Role in American Government The State and Federal Court Systems 62 ◾◾ Adapting the Law to the Online Environment: 20 Due Process and Equal Protection 62 50 iStockPhoto.com/Alina555 Case 1.3: Holt v Hobbs 60 Alternative Dispute Resolution Chapter Tort Law and Product Liability 13 56 Courts Online Case 2.3: Cruise v Kroger Co 11 53 vi Copyright 2017 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part Due to electronic rights, some third party content may be suppressed from the eBook and/or eChapter(s) Editorial review has deemed that any suppressed content does not materially affect the overall learning experience Cengage Learning reserves the right to remove additional content at any time if subsequent rights restrictions require it www.downloadslide.net Contents Product Liability vii 94 ◾◾ Beyond Our Borders: Imposing Product Liability Case 3.3: VeRost v Mitsubishi Caterpillar Forklift America, Inc ◾◾ Business Application: How Important Is Tort Liability to Business? Chapter Intellectual Property Rights Trademarks CLASSIC CASE 4.1: Coca-Cola Co v Koke Co of America Patents Case 4.2: In re Imes ◾◾ Adapting the Law to the Online Environment: The Problem of Patent Trolls Copyrights Case 4.3: Inhale, Inc v Starbuzz Tobacco, Inc ◾◾ Beyond Our Borders: The Resale of Textbooks Purchased Abroad 96 98 99 101 106 107 107 113 114 116 117 118 121 Trade Secrets 122 International Protections 124 ◾◾ Linking Business Law to Marketing: Trademarks and Service Marks Chapter Internet Law, Social Media, and Privacy Internet Law Spotlight on Internet Porn: Case 5.1: Hasbro, Inc v Internet Entertainment Group, Ltd Copyrights in Digital Information ◾◾ Landmark in the Law: The Digital Millennium Copyright Act 126 130 130 134 135 136 ◾◾ Adapting the Law to the Online Environment: E-Mail Hacking at Sony Pictures— Can You Put the Cat Back into the Bag? 137 Social Media 139 Online Defamation 143 Case 5.2: Yelp, Inc v Hadeed Carpet Cleaning, Inc Privacy iStockPhoto.com/temizyurek as Far Away as China ◾◾ Managerial Strategy: When Is a Warning Legally Bulletproof? 143 145 ◾◾ Beyond Our Borders: “The Right to Be Forgotten” Chapter Criminal Law and Cyber Crime 152 Civil Law and Criminal Law 152 Criminal Liability 155 ◾◾ Managerial Strategy: The Criminalization of American Business 157 Types of Crimes 158 Case 6.1: State of Minnesota v Smith 159 Spotlight on White-Collar Crime: Case 6.2: People v Sisuphan 162 Defenses to Criminal Liability Constitutional Safeguards and Criminal Procedures Case 6.3: State of Oklahoma v Marcum ◾◾ Landmark in the Law: Miranda v Arizona (1966) Cyber Crime ◾◾ Beyond Our Borders: Hackers Hide in Plain Sight in Russia 165 167 168 171 174 176 ◾◾ Adapting the Law to the Online Environment: Malware Is Changing the Criminal Landscape ◾◾ Business Application: Protecting Your Company against Hacking of Its Bank Accounts Chapter Business Ethics Business Ethics 177 179 184 184 in the European Union 145 Case 7.1: Scott v Carpanzano 187 Case 5.3: Nucci v Target Corp 146 Case 7.2: May v Chrysler Group, LLC 188 Copyright 2017 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part Due to electronic rights, some third party content may be suppressed from the eBook and/or eChapter(s) Editorial review has deemed that any suppressed content does not materially affect the overall learning experience Cengage Learning reserves the right to remove additional content at any time if subsequent rights restrictions require it www.downloadslide.net viii Contents Business Ethics and Social Media 189 Approaches to Ethical Reasoning 190 Making Ethical Business Decisions 195 Chapter 10 Contract Performance, Breach, and Remedies ◾◾ Adapting the Law to the Online Environment: Should Employees Have a “Right of Disconnecting”? Case 7.3: Al-Dabagh v Case Western Reserve University Global Business Ethics 196 Assignment and Delegation 197 Case 10.1: Bass-Fineberg Leasing, Inc v Modern Auto Sales, Inc 198 ◾◾ Beyond Our Borders: Bribery and the Foreign Corrupt Practices Act 200 ◾◾ Linking Business Law to Accounting and Finance: Managing a Company’s Reputation Chapter Agreement and Consideration in Contracts Case 8.1: Vukanovich v Kine Classic Case 8.2: Lucy v Zehmer ◾◾ Adapting the Law to the Online Environment: Can Your E-Mails or Instant Messages Create a Valid Contract? Contract Discharge 272 When Do Changes in Social Media Terms of Service Constitute a Breach of Contract? Spotlight on Liquidated Damages: Case 10.3: Kent State University v Ford 207 209 Agreement 271 Damages Types of Contracts 212 215 283 287 The Scope of Articles and 2A E-Contracts 222 Consideration ◾◾ Landmark in the Law: Hamer v Sidway (1891) 227 228 Case 11.1: Nautilus Insurance Co v Cheran Investments LLC ◾◾ Adapting the Law to the Online Environment: Taxing Web Purchases Spotlight on Nike: Case 8.3: Already, LLC v Nike, Inc 231 Case 9.1: PAK Foods Houston, LLC v Garcia 280 284 ◾◾ Landmark in the Law: The Uniform Commercial Code Contractual Capacity 279 Contract Provisions Limiting Remedies Chapter 11 Sales and Lease Contracts 214 276 Equitable Remedies 220 Chapter Capacity, Legality, and Enforceability 268 Third Party Beneficiaries Case 10.2: Kolodin v Valenti 208 266 ◾◾ Adapting the Law to the Online Environment: 201 An Overview of Contract Law 265 The Formation of Sales and Lease Contracts Case 11.2: C Mahendra (N.Y.), LLC v National Gold & Diamond Center, Inc 294 295 295 296 298 300 304 237 237 238 241 Case 9.2: Holmes v Multimedia KSDK, Inc ◾◾ Managerial Strategy: Creating Liability Waivers That Are Not Unconscionable Voluntary Consent Case 9.3: Cronkelton v Guaranteed Construction Services, LLC ◾◾ Adapting the Law to the Online Environment: “Catfishing”: Is That Online “Friend” for Real? The Writing Requirement 245 246 247 251 253 254 ◾◾ Beyond Our Borders: The Statute of Frauds and International Sales Contracts 257 iStockPhoto.com/eyescar Legality Copyright 2017 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part Due to electronic rights, some third party content may be suppressed from the eBook and/or eChapter(s) Editorial review has deemed that any suppressed content does not materially affect the overall learning experience Cengage Learning reserves the right to remove additional content at any time if subsequent rights restrictions require it www.downloadslide.net I-16 Index Legal dispute prevention, continued preliminary agreements, 217 sales and lease contract terms, 302 securities definition, 583–584 seller’s representations, 252 Superfund liability, 678 Legal encyclopedias, Legal journals, Legality of contract, 209, 241–247 Legislative rules, 3–4 Lemon laws, 351 Lessees breach of contract, 318 defined, 300 examination of goods, 350–351 insurable interest, 318 performance obligations, 336–337 refusal to inspect, 350–351 rejection of goods, 343 remedies of, 340–344 Lessors breach of contract, 317–318 defined, 300 insurable interest, 318 performance obligations, 330–336 remedies of, 338–340 Letters of credit, 211, 696–697 Liability in agency relationships, 476–481 of bailees, 642, 644–645 of bank for wrongful payment, 413 civil, 154, 164 of common carriers, 644–645 contingent, 395–396 cooperative members, 542 of corporate directors and officers, 158, 565, 568 criminal, 155–158, 165–167, 552–553 defenses to See Defenses defined, 67 of hotel operators, 645–646 for insider trading, 591–597 of ISPs, 144–145 joint, 531–532 joint and several, 532, 678 limitation-of-liability clauses, 287–288 in limited liability companies, 537 of limited liability partners, 534 of limited partners, 535 negotiable instruments, 394–399 of partners, 531–532 product, 94–100 secondary, 395–396 of sole proprietors, 526–527 strict See Strict liability vicarious, 479, 480 waivers of, 246 of warehouse companies, 645 Libel, 77, 78 License, licensing contractual legality and, 242 defined, 112–113, 663 of foreign manufacturers, 690 of intellectual property, 112–113 Internet issues, 135 online contracts, 222 real property, 663 revocable, 85 Licensees, 85, 113 Licensors, 113 Liens artisan’s, 434–435, 642 bailee’s, 642 defined, 346, 434 judicial, 435 mechanic’s, 434 possessory, 641–642 warranty of title and, 346 Life estates, 659 Life insurance, 646, 649 Life tenants, 659 Lilly Ledbetter Fair Pay Act of 2009, 508–509 Limitation-of-liability clauses, 287–288 Limited defenses, 400 Limited jurisdiction, courts of, 42, 49–50 Limited liability companies (LLCs), 536–541 advantages/disadvantages, 537–539 defined, 536 dissolution of, 540–541 formation of, 537 jurisdictional requirements, 537 management options, 539 members, 537, 538 operating agreements, 539, 541 other business forms compared to, 574–575 Limited liability partnerships (LLPs), 533–534 advantages of, 533 defined, 533 formation of, 533–534 liability in, 534 other business forms compared to, 574–575 Limited partners, 534 Limited partnerships, 534–536 defined, 534 dissolution of, 535–536 formation of, 534 general partnerships vs., 536 liabilities in, 535 other business forms compared to, 574–575 Limited warranty deeds, 665 Liquidated damages, 283–284 Liquidated debt, 230 Liquidation Chapter bankruptcy, 443–452 defined, 443 Litigation See also Lawsuits abusive, 83 defined, 53 frivolous, 83 social media’s impact, 139 LLCs See Limited liability companies (LLCs) Lloyd, Henry Demarest, 608 LLPs See Limited liability partnerships (LLPs) Loans mortgage, 266, 438–440, 664 purchase-money, 401n student, 450–451 usury, 241 Local government, Long arm statute, 41–42 Long-run profit maximization, 185–186 Loss, risk of, 315–318 Lost property, 637–638, 643 Lotteries, 210 Loyalty defined, 566 duty of agent’s, 470–471 corporate directors and officers, 566–568 M MACT (maximum achievable control technology), 673 Madison, James, 40 Madrid Protocol, 124–125 Mail and wire fraud, 162 Mail Fraud Act of 1990, 162 Mail or Telephone Order Merchandise Rule, 362 Mailbox rule, 221 “Main purpose” rule, 256 Majority opinions, 36 Majority shareholders, 574 Makers defined, 378 liability of, 395 Malaysia, antitrust laws in, 625 Malice, actual, 79 Malicious prosecution, 83 Malpractice, 88 Malware, 176, 177 Management and managerial strategy See also Officers, corporate criminal penalties, 157 cyber theft, 525 drone use, 313 ethical leadership, 195–198 Copyright 2017 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part Due to electronic rights, some third party content may be suppressed from the eBook and/or eChapter(s) Editorial review has deemed that any suppressed content does not materially affect the overall learning experience Cengage Learning reserves the right to remove additional content at any time if subsequent rights restrictions require it www.downloadslide.net Index liability waivers, 246 limited liability companies, 539 marriage equality, 23 product warnings, 98 state court budget cut impact, 49 Managerial accounting, 201–202 Mandatory arbitration clauses, 65–66 Manslaughter, 156 Manufacturing abroad, 690–691 defects, 96 resale price maintenance agreements, 613–614 vertical restraints of trade, 613–614 Manufacturing arrangements (franchises), 543 Marijuana, medical, 11–12 Market concentration, 622 Market conditions, 620 Market divisions, 611–612 Market Place Fairness Act, 298 Market power, 609 Marketing, 126–127, 361–362 Marriage promises made in consideration of, 256–257 same-sex, 23 Massachusetts, business trust origins, 542 Material alteration discharge of contract by, 278 of negotiable instrument, 399, 401 Material misrepresentation, 591 Maturity date, 560 Maximum achievable control technology (MACT), 673 McAfee, John, 57–58 McCarran-Ferguson Act, 624 McDonald’s, 545 Means test, 444 Mechanic’s liens, 434 Mediation defined, 63 other forms of ADR vs., 64 Medical information, disclosure of, 515 Medicare, 498 Medicine, safety regulations, 364–366 Meetings of corporate directors, 564 of corporations to adopt bylaws, 558 creditors’, 448 of shareholders, 558, 569–571 Members (LLCs), 537, 538, 540 Mens rea, 155 Mental incompetence of bank customers, 413 and contractual capacity, 240–241 as defense to negotiable instrument liability, 400 Merchant buyers, rejection of goods, 343 Merchantability, implied warranty of, 347–348, 350 Merchantable food, 348 Merchantable goods, 347 Merchants contracts between, 304–305, 306–307 defined, 298–299 entrustment rule, 314–315 firm offer by, 302–303 Mergers, 569, 621–622 Meta tags, 134 Metadata, 57–58 Mexico, anticorruption law, 200 Michigan, social media password protections, 142 Microsoft, 467, 625 Military caregivers, leave for, 495 Mill, John Stuart, 192 Mind, state of, 155–156 Minimum contacts, 41–42 Minimum wage, 493 Mini-trials, 66 Minors age of majority, 238 contractual capacity, 213, 238–240 emancipation, 238 negotiable instrument liability, 400 Miranda rule, 171 Mirror image rule, 218, 303 Misappropriation of funds, 556 Misappropriation theory, 593 Misconduct, by employees, 517 Misdemeanors, 155 Mislaid property, 637 Misrepresentation by agent, 479 by conduct, 250 fraudulent, 81–83, 94, 249–252, 253 insurance, 650 justifiable reliance on, 251–252 of law, 250 product liability based on, 94–95 by silence, 250 Mississippi, de facto corporations in, 559 Misspellings, of names on negotiable instrument indorsements, 391 Mistakes bilateral (mutual), 248–249, 285 in contracts, 248–249 as defense to criminal liability, 166 of fact, 166, 248–249 of law, 166 unilateral, 248, 249 Mitigation of damages, 282–283 M’Naghten test, 166 Mobile sources of air pollution, 673 Model Business Corporation Act (MBCA), 551 Model Penal Code, 166 I-17 Monetary systems, 696 Money, defined, 382–383 Money laundering, 164 Monitoring, 600, 602 Monopolies, 609, 614–619 Monopolization, 614–619 Monopoly power, 609, 614–615 Monster.com, 175 Moral hazard, deposit insurance consequences, 426 Moral minimum, 187 Mortgage insurance, 438 Mortgage loans, 266, 438–440, 664 Mortgagees, 438 Mortgages, 438–440 Mortgagors, 438 Motion(s) for directed verdict, 59 to dismiss, 55 for judgment as matter of law, 59 for judgment n.o.v., 59 for judgment on the pleadings, 55 for new trial, 59 posttrial, 59 pretrial, 55 for summary judgment, 55 Motion Picture Association of America (MPAA), 138 Motorola, 194 Movie piracy, 138 MP3, 136–138 Multilateral agreements, 686 Multiple product orders, 359 Murder, 158, 166 Murray, Conrad, 156 Music industry, file sharing technology, 136, 138 Muslims, discrimination against, 506–507 Mutual agreement, agency termination by, 482 Mutual funds, 587 Mutual (bilateral) mistakes, 248–249, 285 Mutual rescission, discharge of contract by, 277 N NAFTA (North American Free Trade Agreement), 692, 693 Names corporate, 557–558 misspellings on negotiable instrument indorsements, 391 NASDAQ, 554 Nation, defined, 685 National Conference of Commissioners on Uniform State Laws (NCCUSL), 3, 226, 528, 598, 668 Copyright 2017 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part Due to electronic rights, some third party content may be suppressed from the eBook and/or eChapter(s) Editorial review has deemed that any suppressed content does not materially affect the overall learning experience Cengage Learning reserves the right to remove additional content at any time if subsequent rights restrictions require it www.downloadslide.net I-18 Index National Credit Union Shares Insurance Fund (NCUSIF), 426 National Environmental Policy Act (NEPA), 671 National Labor Relations Board (NLRB), 189–190, 545 National law, 8, 9, 684–685 National origin, discrimination based on, 503, 505 National Pollutant Discharge Elimination System (NPDES), 675 National Reporter System, 31, 32 Natural disasters, 695 NAVEX Global, 198 NCCUSL (National Conference of Commissioners on Uniform State Laws), 3, 226, 528, 598, 668 NCUSIF (National Credit Union Shares Insurance Fund), 426 Necessaries, 239 Necessity, 165 Negligence, 86–93 of agent, 479–481 of bank, 414 of bank customer, 413–414, 416 causation, 88–89 comparative, 75, 91, 100 contributory, 91 criminal, 156 “danger invites rescue” doctrine, 92 defenses, 75, 90–91 defined, 86, 94 dram shop acts, 93 duty of care, 86–88, 94 environmental actions, 672 forged negotiable instrument signatures, 397 Good Samaritan statutes, 93 injury requirement, 90 per se, 92 product liability, 94 res ipsa loquitur, 92 as unintentional tort, 75 Negligent misrepresentation, 83 Negotiable instruments, 376–406 acceptance of, 377–378 alteration of, 399, 401 cancellation of, 400–401 dating of, 385 defined, 376 as formal contract, 211 fraud, 399, 400 holder in due course status, 387, 391–394, 400, 401, 417 indorsements, 386–391, 397–398 interest, 382, 386 liability defenses, 399–400 discharge from, 400–401 limitations, 400 signature, 394–398 warranty, 398–399 negotiability requirements, 380–386 presentment, 383, 395, 398–399 signatures, 380–381, 394–398, 399 transfers of, 386–391, 398 types of, 376–379 warranties, 398–399 writing requirements, 380, 385–386 Negotiation contracts, 216 defined, 63, 387 negotiable instruments transferred by, 387 other forms of ADR vs., 64 NEPA (National Environmental Policy Act), 671 Netflix, 140 New York, de facto corporations in, 559 New York Convention, 695–696 New York Police Department (NYPD), 140 New York Stock Exchange, 554 Nike, Inc., 111, 186, 194 Ninth Amendment, 14 NLRB (National Labor Relations Board), 189–190, 545 “No-asset” cases, 448 Nominal damages, 280, 282 Noncompete agreements, 242, 243, 286 Nonconforming goods, 303, 333, 342–344 Nondeadly force, 165 Nonmerchants, contract formation, 303–304 Nonpossessory interests, 662–663 Nonprofit corporations, 554 Normal trade relations (NTR) status, 692 North American Free Trade Agreement (NAFTA), 692, 693 Notary public, 473 Notes collateral, 378 installment, 378 promissory, 377, 378–379, 395 Notice agent’s duty of, 470 of assignment, 268–269 under Consumer Product Safety Act, 366 of dangerous conditions, 480–481 of dishonored instrument, 396 under Fair Credit Reporting Act, 369 by insurers, 649 OSHA requirements, 496–497 of proposed rulemaking, taking instruments without, 393–394 of termination of agency relationship, 483 Notice-and-command rulemaking, 3–4 Novation, 277 NPDES (National Pollutant Discharge Elimination System), 675 NTR (normal trade relations) status, 692 Nuclear Regulatory Commission, 670 Nuisance, 672 Nurses, code of ethics, 188 Nutrition Labeling and Education Act, 364 Nutritional content labels, 364 O O visas, 502 Obama, Barack automobile emission standards, 673 consumer privacy bill of rights, 147–148 ISP regulation, 555 Obamacare, 364, 366–367, 498, 500 Obedience, agent’s duty of, 471 Objective impossibility, 278 Objective theory of contracts, 208–209, 214 Obligees, 266, 269 Obligors, 266, 267 Occupational Safety and Health Act of 1970, 3, 496–497 Occupational Safety and Health Administration (OSHA), 3, 496–497 ODR (online dispute resolution), 67 Offer(s) acceptance of, 209, 219–222 communication of, 217 counteroffers, 218 defined, 214 firm, 219, 302–303 international contracts, 319 irrevocable, 219 online, 222–224 requirements of, 214–217 revocation of, 210–211, 218 sale and lease contracts, 300–302, 319 termination of, 217–219 Offerees counteroffers by, 218 death or incapacitation of, 219 defined, 209, 214 termination of offer by action of, 218 Offerors death or incapacitation of, 219 defined, 209, 214 termination of offer by action of, 218 Officers, corporate alignment of interests with shareholders, 599–600 certification of financial statements and reports, 602 compensation, 599–600 Copyright 2017 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part Due to electronic rights, some third party content may be suppressed from the eBook and/or eChapter(s) Editorial review has deemed that any suppressed content does not materially affect the overall learning experience Cengage Learning reserves the right to remove additional content at any time if subsequent rights restrictions require it www.downloadslide.net Index criminal liability of, 158 duties of, 552, 565–568 equal dignity rule exception, 473 liability of, 565, 568 powers of, 562 removal of, 565 role of, 565 stock options, 599 Ohio, de facto corporations in, 559 Oil industry, 608, 611, 624 Oil Pollution Act, 676 Oklahoma, de facto corporations in, 559 Old-age (retirement), survivors’, and disability insurance (OASDI), 497–498 On-demand workers, 492–493 One-year rule, 255, 256, 259 Online acceptances, 224–225 Online auction fraud, 174 Online banking, 423–424 Online contracts, 222–226 Online deceptive advertising, 359 Online defamation, 78–79, 143–145, 186 Online dispute resolution (ODR), 67 Online fraudulent misrepresentation, 253 Online harassment, 512 Online issues See Internet Online offers, 222–224 Online payment systems, 422 Online reputation management services, 144 Online retail fraud, 174 Online reviews, 360 Online sales, 298 Online securities fraud, 597 Open terms, 300–302 Opening arguments, 59 Operating agreements, 539, 541 Operation of law agency by, 469 agency termination by, 483–484 contract discharge by, 278–280 offer termination by, 218–219 Opinions concurring, 36 dissenting, 36 majority, 36 offers and, 216 per curiam, 36 plurality, 36 published, 31–33 reading and analyzing, 37–38 statements of, 77, 82, 250, 346–347 unpublished, 33 Oppressive conduct, 574 Option contracts, 219, 302 Oral contracts agency formation, 468 to answer for debt of another, 256 enforcement under promissory estoppel, 258 errors when putting into writing, 286 lawsuits for breach of, 278 to rescind, 277 sale or lease of goods, 307–308 for transfers of interest in land, 258 Order for relief, 445 Order instruments, 384–385, 387 Orders to pay, 381–382 Ordinances, Ordinary bailments, 640–644 Organized crime, 163–164 Original jurisdiction, 43 Ornamental designs, trademark protection, 126 OSHA (Occupational Safety and Health Administration), 3, 496–497 Outcome-based ethics, 190, 192–193 Output contracts, 302 Outrageous conduct, 77 Outside directors, 564, 599 Outsourcing, 194 Overcriminalization, 156 Overdrafts, 412 Overdue instruments, 393 Overlapping warranties, 349 Overtime, 196, 492–493 Ownership concurrent, 631, 660–661 of real property, 658–661, 663–668 transfers of, 663–668 P P2P (peer-to-peer) networking, 136–137 PACER (Public Access to Court Electronic Records), 62 Packaging, 362–364 Panama, free trade agreement with, 693 Parents emancipation of minors and, 238 liability for contracts made by minor children, 240 Pari delicto, 246 Parol evidence, 308–310 Partial acceptance, 336–337 Partial performance, 258, 334 Partially disclosed principals, 476 Parties to lawsuits, 36, 153 Partners authority of, 531 disassociation of, 532 duties of, 531 general, 534 liability of, 531–532 limited, 534 rights of, 530–531 I-19 Partnership(s), 528–536 See also Partners articles of, 530 at will, 530 defined, 528 dissolution, 533 essential elements of, 529 Fifth Amendment privilege against selfincrimination, 170 formation of, 530 general, 531–532, 536 laws governing, 528 limited See Limited partnerships limited liability See Limited liability partnerships (LLPs) operation of, 530–532 other business forms compared to, 574–575 taxation, 529–530 for a term, 530 Passive advertising, 45 Pass-through entities, 529–530 Past consideration, 229 Patent trolls, 116 Patents, 113–117, 123, 124 Patriot Act, USA, 24 Payable at definite time, 383–384 Payable on demand, 383 Payable to order/to bearer, 384–385 Payees alternative, 391 defined, 377, 408 fictitious, 397–398 joint, 391 Payment(s) acceleration clauses, 384 bankruptcy trustee’s power to recover, 447 buyer’s/lessee’s obligation to make, 336 defenses against in insurance cases, 650–651 down, 438 extension clauses, 384 international methods, 696–698 negotiable instrument liability and, 400 online contract provisions, 223 online systems, 422 open terms, 301 prepayment penalty clauses, 438 stop-payment orders, 412–413 surety and guarantor release by, 438 tender of, 438 wrongful, bank’s liability for, 413 Payor banks, 419, 421 PBGC (Pension Benefit Guaranty Corporation), 498 PCAOB (Public Company Accounting Oversight Board), 601 Peer-to-peer (P2P) networking, 136–137 Copyright 2017 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part Due to electronic rights, some third party content may be suppressed from the eBook and/or eChapter(s) Editorial review has deemed that any suppressed content does not materially affect the overall learning experience Cengage Learning reserves the right to remove additional content at any time if subsequent rights restrictions require it www.downloadslide.net I-20 Index Penalties Clean Air Act violations, 674 Clean Water Act violations, 675 under Computer Fraud and Abuse Act, 178 corporate crimes, 157 for counterfeiting, 112 defined, 283 under Economic Espionage Act, 163 Federal Insecticide, Fungicide, and Rodenticide Act violations, 676 under Foreign Corrupt Practices Act, 200 immigration law violations, 501 mail and wire fraud, 162 Resource Conservation and Recovery Act violations, 677 under RICO, 164 SEC violations, 589, 595 Pension Benefit Guaranty Corporation (PBGC), 498 Per curiam opinions, 36 Per se violations, 610, 611, 613, 614, 623–624 Perfect tender rule, 332–336 Perfection, of security interests, 432–433 Performance, 266–277 agent’s duty of, 470 assignment, 266–269 complete, 275 conditions of, 272–274 contract classification based on, 212 course of, 309 defined, 272 delegation of duties, 269–270 discharge of contract by, 272, 274–277 impossibility of, 278–280 partial, 258, 334 sales and lease contracts, 301, 329–337 to satisfaction of another, 275 specific, 6, 285, 341 substantial, 275 third party beneficiaries, 271–272 Periodic tenancy, 661 “Permalancers,” 467 Permits, NPDES, 675 Person(s) corporation defined as, 551 defined under Bankruptcy Code, 443 intentional torts against, 75–84 jurisdiction over, 40–42 Personal assets, 527 Personal defenses, 400 Personal property, 630–655 abandoned, 637, 638 acquisition of ownership, 632–637 bailments, 639–646 concurrent ownership, 631 conversion, 85–86 damaged, 643 defined, 84, 631 exemption from creditors’ actions, 441 insurance See Insurance intangible, 631 lost, 637–638, 643 mislaid, 637 real property converted to, 632 real property vs., 630–632 tangible, 631 taxation, 632 trespass to, 85 Personal-service contracts, 267, 269, 285 Personalty See Personal property Persuasive authorities, Peru, antitrust laws in, 625 Pesticides, 676 Petitioners, 36 Petitions, granted by Supreme Court, 53 Petty offenses, 155 Phishing, 175 Physical delivery, 640 Physical exams, preemployment, 516 Physical harm, 95 Physicians, duty of care, 88 Piercing the corporate veil, 562–563 Piracy, movie, 138 Place of delivery, 331 Plaintiffs, 6, 36, 54 Plan B (morning-after pill), 365–366 Plans of reorganization, 453–454 Plant life, 657 Plea bargaining, 167 Pleadings, 54 Plurality opinions, 36 PMI (private mortgage insurance), 438 PMSI (purchase-money security interest), 433 Point-of-sale systems, 422 Point-source emissions, 675 Police powers, 12 See also Law enforcement Policies (insurance), 646 ambiguities in, 649 applications, 647 cancellation, 649 coinsurance clauses, 648 defined, 646 duties and obligations of parties, 649–650 effective date, 647–648 incontestability clauses, 648–649 Political speech, 16 Pollution, 672–676 See also Environmental law Pool of applicants, 504 Possession adverse, 666–667 debtor in (DIP), 453 delivery of, 639–640 of goods by bailee, 641 of goods by buyer or lessee, 340 of goods by seller or lessor, 338–339 of personal property, 632–633 by tenants, 661–662, 668 Possessory liens, 641–642 Postdated checks, 412 Posteffective period, 585 Posttrial motions, 59 Potentially responsible parties (PRPs), 678 Power(s) of avoidance, 447 corporations, 561–563 shareholders, 569 strong-arm, 447 Power of attorney, 473 Precedents, 4–6 Predatory bidding, 618–619 Predatory pricing, 614, 618 Predominant-factor test, 297 Preemption, 13 Preemptive rights, 571–572 Preexisting duty, 229 Preferences, 447 Preferred stock, 560 Prefiling period, 584 Pregnancy Discrimination Act of 1978, 507–508 Preliminary agreements, 216–217 Preliminary negotiations, 216 Premiums, 646 Prenuptial agreements, 256–257 Prepayment penalty clauses, 438 Preponderance of the evidence, 153 Presentment, 383, 395, 398–399, 421 Presentment warranty, 398 Press, freedom of, 14 Pretexting, 25 Pretrial conferences, 58 Pretrial motions, 55 Price discrimination, 619–620 Price lists, 216 Price maintenance agreements, 613–614 Price terms, 301 Price-fixing agreements, 611, 612 Pricing, predatory, 614, 618 Prima facie cases, 503–504, 513–514 Primary liability, 395 Primary obligation, 255 Primary sources of law, Principals defined, 463 disclosed, 476 duties to agents, 471–472 liability of, 463, 476–481 partially disclosed, 476 tortious conduct, 478 undisclosed, 476, 477–478 Copyright 2017 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part Due to electronic rights, some third party content may be suppressed from the eBook and/or eChapter(s) Editorial review has deemed that any suppressed content does not materially affect the overall learning experience Cengage Learning reserves the right to remove additional content at any time if subsequent rights restrictions require it www.downloadslide.net Index Principle of rights, 191 Prior dealings, implied warranty of, 349 Priority, 433, 448–449 Privacy Act, 24 Privacy rights constitutional protections, 22–23, 168–169 data collection by retailers, 299 federal laws, 24 Internet, 145–148 invasion of, 80–81 online contracts, 223 pretexting and, 25 Private corporations, 554 Private equity capital, 561 Private law, Private mortgage insurance (PMI), 438 Private placement exemption, 587–588 Private Securities Litigation Reform Act of 1995, 594 Privilege defined, 79 to detain, 76 Privileged communications, 78, 79 Privity of contract, 94, 265 Probable cause, 168, 172 Probate courts, 42 Procedural due process, 20–21, 169 Procedural law, 7–8 Procedural unconscionability, 243–244 Processing-plant arrangements, 543 Product(s) See also Good(s) relevant market, 615–616 safety regulations, 366 trademarks See Trademarks unreasonably dangerous, 95, 96 Product liability, 94–100 defenses to, 99–100 defined, 94 misrepresentation, 94–95 negligence, 94 strict, 95–99 Product misuse, 100 Production, 633 Professionals, duty of care, 88 See also Accountants; Attorney(s) Profit(s) corporations, 552 defined, 662 maximization, 185–186 partnerships, 529 property ownership, 657, 662–663 short-swing, 593–594 Promise(s) collateral, 255–256, 259 defined, 207 illusory, 229–230 made in consideration of marriage, 256–257 to pay, 381–382 of performance, 272–274 unconditional, 381–382 Promisees, 207 Promisors, 207 Promissory estoppel defined, 231–232 irrevocable offers, 219 Statute of Frauds exception, 258 Promissory notes, 377, 378–379, 395 See also Negotiable instruments Proof of claim, 448 Property abandoned, 637, 638 community, 446, 661 crimes involving, 159–161 defined, 630 digital, 630, 633 disparagement of, 86 distribution in bankruptcy cases, 448–449 intangible, 297 intellectual See Intellectual property intentional torts against, 84–86 joint ownership of, 529 joint stock companies, 542 jurisdiction over, 40–42 lost, 637–638, 643 mislaid, 637 personal See Personal property real See Real property tangible, 297 Property insurance, 646–647 Prosecution, malicious, 83 Prospectus, 584–585 Protected classes, 247, 503 Protected expression, 118–119 Proxies, 569–570, 595 Proximate cause, 88–89, 95 PRPs (potentially responsible parties), 678 Public Company Accounting Oversight Board (PCAOB), 601 Public corporations, 554 Public disclosure of private facts, 81 Public domain, 117 Public figures, 79 Public law, Public officials, bribery of, 163, 199–200 Public order crime, 161 Public policy adverse possession doctrine, 667 bailee limitation of liability contrary to, 642 contracts contrary to, 242–246 employment-at-will doctrine exceptions based on, 491–492 exculpatory clauses in violation of, 244–245 Publication, defamation and, 77–78 I-21 Publicly held corporations, 554 Publishing industry, 612 Puffery, 82, 250, 347, 357 Punitive damages breach of contract, 280, 282 defined, 74–75 electronic fund transfer violations, 423 employment discrimination, 512 fraudulent misrepresentation, 252 Purchase-money loans, 401n Purchase-money security interest (PMSI), 433 Purpose frustration of, 280 “main purpose” rule, 256 Q Qualcomm, Inc., 625 Qualified indorsements, 389–390 Qualified privilege, 79 Quality, slander of, 86 Quality control, 545 Quantity, open terms, 301–302 Quantum meruit, 214 Quasi contracts, 213–214, 286–287 Questions of fact, 50–51 Questions of law, 51 Quid pro quo harassment, 509 Quitclaim deeds, 666 Quorum, 270, 564 Quotas (trade), 691, 692 R Race-based discrimination, 503, 505 Racketeer Influenced and Corrupt Organizations Act (RICO) of 1970, 164 Ralph Lauren, 111 Ratification agency by, 469, 475–476 of contracts, 240 negotiable instrument signatures, 397 Rational basis test, 22 Reaffirmation agreements, 452 Real estate See Land; Real property Real property, 656–670 concurrent ownership, 631 conversion to personal property, 632 defined, 84, 630–631 exemption from creditors’ actions, 441 goods associated with, 297 landlord-tenant relationships, 668–670 leasehold estates, 661–662, 663 nature of, 656–658 nonpossessory interests, 662–663 ownership interests, 658–661, 663 personal property vs., 630–632 Copyright 2017 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part Due to electronic rights, some third party content may be suppressed from the eBook and/or eChapter(s) Editorial review has deemed that any suppressed content does not materially affect the overall learning experience Cengage Learning reserves the right to remove additional content at any time if subsequent rights restrictions require it www.downloadslide.net I-22 Index Real property, continued sales of, 663–664 taxation, 632 transfers of ownership, 663–668 Realty See Real property Reasonable accommodation, 505–507, 515–516 Reasonable duty of care, 85 Reasonable expectation of privacy, 168–169 Reasonable person standard, 87 Reasonable restrictions of speech, 15–16 Receivers, in corporate liquidation, 561 Recklessness, 155 Recording statutes, 666 Records See also Inspection, right of defined, 226 OSHA requirements, 496–497 Recourse, right of, 401 Reformation, 243, 285–286 Regional reporters, 31, 32 Registration copyrights, 117 securities, 584–588 trademarks, 108–109 Registration statements, 584–585 Regulation A offerings, 585–587 Regulation CC, 417–418, 421 Regulation D offerings, 587–588 Regulation E, 422 Regulation Z, 367 Reimbursement, principal’s duty of, 472 Rejection of goods, 342–343 of offer, 218 Releases, 230 Relevant market, 615–617 Reliance, 251–252, 591 Religion discrimination based on, 503, 505–507 ethics based on, 190–191 freedom of, 14, 19–20 Religious displays, 19 Remedy(ies) for breach of contract, 280–288 for breach of sales/lease contracts, 337–345 in civil vs criminal cases, 153 for copyright infringement, 119, 123 credit reporting violations, 369 damages See Damages debtor’s default, 433–434 deceptive advertising, 359–360 defined, employment discrimination, 512, 514 equitable, 6–7, 284–287 at law, limitations in online contracts, 223 for patent infringement, 116–117, 123 plaintiff’s complaint contents, 54 securities violations, 589 for trade secret infringement, 123 for trademark infringement, 123 Rent, 669 Renunciation, agency termination by, 482 Reorganization, Chapter 11, 452–454, 458 Repayment plans (Chapter 13 bankruptcy), 455–457 Replevin, 342 Replies, 54 Reporters, 31, 32, 33 Reports citizenship, 202 credit, 369, 371–372 OSHA requirements, 496–497 Repossession, 433–434 Repudiation, anticipatory, 276–277, 337 Reputation management, 144, 186, 201–202 Requests for other information, 57 Requirements contracts, 209, 302 Res ipsa loquitur, 92 Resale of securities, 588 Resale price maintenance agreements, 613–614 Rescission See also Cancellation defined, 6, 229 discharge of contract by mutual, 277 duress as grounds for, 254 as equitable remedy, 284 injury to innocent party, 252 oral contracts, 277 of sales or lease contracts, 338, 341 Resolutions, 570 Resource Conservation and Recovery Act (RCRA), 677 Respondeat superior, 479, 480, 481, 482, 552 Respondents, 36 Responsible corporate officer doctrine, 158 Restatement (Third) of Agency, 464, 476nn, 480 Restatement (Second) of Contracts, 211n, 216n, 217n, 224, 224n, 229n, 248nn, 249nn, 250n, 254n, 256n, 258, 267n, 270n, 274n, 275n, 277n, 278n, 280nn, 283n, 284n, 285n Restatement of Torts, 122 Restatement (Second) of Torts, 95 Restatement (Third) of Torts, 35, 96–98 Restatements of the Law, See also individual restatements Restaurants, caloric content labels, 364 Restitution, 284 Restraint of trade, contracts in, 242–243 Restrictive indorsements, 390 Retail sales, 299 Retained earnings, 552 Retaliation by employers, 511 Retirement accounts, 450, 498–499 Return policies, online contracts, 223 Revenge porn, 80 Reverse discrimination, 505 Reviewing courts, 50–51 Revised Model Business Corporation Act (RMBCA), 551, 554–555, 558, 559, 564, 565, 568, 569, 570, 571, 572, 573 Revised Uniform Limited Partnership Act (RULPA), 534–536 Revocable licenses, 85 Revocation of acceptance, 318, 343 defined, 218 of offers, 210–211, 218 RICO (Racketeer Influenced and Corrupt Organizations Act) of 1970, 164 Right(s) airspace, 657 assignment See Assignment(s) of assurance, 335 under Bill of Rights, 13–20 of corporate directors, 564–565 human, 698–699 to indemnification, 565 of inspection See Inspection, right of of participation, 564–565 of partners, 530–531 preemptive, 571–572 principle of, 191 privacy See Privacy rights of publicity, 81 of recourse, 401 of sellers or lessors, 338–340 subsurface, 657 of survivorship, 660 “to be forgotten,” 145 to trial, 14, 58, 170 voidable, 447 Risk(s) assumption of, 90–91, 100 duty to warn business invitees of, 87–88 of loss, 315–318 management of, 646 Robbery, 158 Robinson-Patman Act, 619 Royalties, 116 Rule(s) administrative, 3–4, 31 of construction, 309–310 of four, 53 law defined as, legislative, 3–4 of priority, 433 of reason, 610, 613 Rule 144, 588 Copyright 2017 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part Due to electronic rights, some third party content may be suppressed from the eBook and/or eChapter(s) Editorial review has deemed that any suppressed content does not materially affect the overall learning experience Cengage Learning reserves the right to remove additional content at any time if subsequent rights restrictions require it www.downloadslide.net Index Rule 144A, 588 Rule 504, 587 Rule 505, 587 Rule 506, 587–588 Rulemaking, 3–4 Russia, hackers in, 176 S S corporations, 556 Safe Drinking Water Act, 676 Safe harbor rules, 588 Safe Web Act, 131–132 Safe working conditions, principal’s duty to agent, 472 Safety, occupational, 496–497 Sale(s) consumer protection laws, 362 defined, 296 first sale doctrine, 121 by nonowners, 313–315 online, 298 retail, 299 short, 440 Sales contracts, 294–325 See also Buyer(s); Seller(s) acceptance, 303–306, 319, 336–337 anticipatory repudiation of, 337 assignment, 268 breach of by anticipatory repudiation, 337 remedies, 281, 288, 337–345 risk of loss, 317–318 statutes of limitations, 278, 345 consideration in, 306 crops, 657 defined, 295 destination contracts, 312, 316, 332 formation of, 300–310 installment, 333–334 insurable interest, 318 international, 257, 318–319, 325–328, 343 laws governing, 208, 295–299 lemon laws, 351 minors, 239 offers, 300–303, 319 parol evidence, 308–310 performance, 301, 329–337 product liability See Product liability risk of loss, 315–318 shipment contracts, 312, 316, 332 Statute of Frauds, 306–308, 319 title, 311–315 unconscionability, 310 warranties, 345–351 writing requirements, 257, 258, 259 Same-gender harassment, 511 Same-sex marriage, 23, 526 Samsung Electronics Company, 106, 115–116 Sanctions, in criminal cases, 153 Sarbanes-Oxley Act of 2002 certification and monitoring requirements, 602 corporate accountability, 601–602 enactment of, 601 exemptions for smaller companies, 602 securities violations, 595 sentencing guidelines, 174 Web-based reporting systems, 198 Satisfaction accord and, 230, 277–278 performance to satisfaction of another, 275 Scienter, 251, 591, 595 Search warrants, 167–168 Searches and seizures, 14, 167–169, 171 Seasonably, defined, 303 SEC See Securities and Exchange Commission (SEC) SEC Rule 10b-5, 590–594, 595 SEC Rule 16(b), 593–594, 595 Second Amendment, 14, 15 Secondary liability, 395–396 Secondary meaning, 110 Secondary obligation, 256 Secondary sources of law, Section 12 companies, 590–597 Secured creditors, 444, 448–449 Secured party(ies) remedies for debtor’s default, 433–434 requirements, 431 Secured transactions, 430–434 Securities bonds, 560 defined, 559–560, 581, 583–584 exempt from registration requirements, 585–588 federal laws regulating, 582–597 fraud, 588–590, 591, 595–597 insider trading, 591–597 registration statements, 584–585 resales of, 588 sentencing guidelines for violations, 174 state laws regulating, 597–598 stocks See Stocks Securities Act of 1933, 582–590 Securities and Exchange Commission (SEC) creation of, 582 crowdfunding, 561 EDGAR, 584 expanding regulatory powers, 598 registration statements, 584–585 Regulation A offerings, 585–586 Regulation D offerings, 587–588 I-23 role of, 582 Rule 10b-5, 590–594, 595 Rule 16(b), 593–594, 595 Securities Exchange Act of 1934, 582, 590–592 Securities Litigation Uniform Standards Act (SLUSA) of 1998, 594 Security interests creation, 431 defaults and, 431 defined, 431 perfection, 432–433 Seilhan, Keith, 581–582 Self-defense, 165 “Self-help” provision, 433–434 Self-incrimination, 14, 167, 169–170 Self-insurance, 497 Selleck, Tom, 250 Seller(s) breach of contract, 317–318 duty to disclose hidden defects in real property sales, 664 goods held by, 316–317 insurable interest, 318 letters of credit, 697 performance obligations, 330–336 remedies of, 338–340 representations, 252 Seller marketing co-ops, 542 Seller’s talk, 82, 347, 357 Seniority systems, 517 Sentencing guidelines, 172–174 Sentencing Reform Act of 1984, 172 Separation of powers, 10 September 11, 2001, 24 Service contracts (personal), 267, 269, 285 Service marks, 111, 123, 126–127 Service of process, 54 Service-based hacking, 176–177 Services, goods combined with, 297 Settlement agreements, 139, 220, 230–231 Seventh Amendment, 14, 58 Severable (divisible) contracts, 247 Sexual harassment, 509–512 Sexual orientation harassment, 511–512 Shapes, trademark protection, 126 Shareholders alignment of interests with officers, 599–600 approval of mergers, 569 close corporations, 555–556 defined, 552 derivative suits, 568, 573 dissolution of company, 561, 569 equitable interests, 568 liability of, 552 majority, 574 meetings of, 558, 569–571 Copyright 2017 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part Due to electronic rights, some third party content may be suppressed from the eBook and/or eChapter(s) Editorial review has deemed that any suppressed content does not materially affect the overall learning experience Cengage Learning reserves the right to remove additional content at any time if subsequent rights restrictions require it www.downloadslide.net I-24 Index Shareholders, continued powers of, 569 proposals by, 569–570 proxies, 569–570, 595 rights of, 571–573 voting, 552, 564, 569, 570–571 Sharia, 9, 49–50, 482 Shelter principle, 394 Sherman Antitrust Act of 1890, 608–619 enforcement, 622–623 exemptions, 623, 624 extraterritorial application of, 623–624, 698 jurisdictional requirements, 609 legislative history, 607, 608 major provisions, 608–609 Section 1, 609, 610–614 Section 2, 609, 614–619 violations of, 617 Shipment contracts, 312, 316, 332 Shoplifters, false imprisonment of, 76 Short sales, 440 Short-run profit maximization, 185–186 Short-swing profits, 593–594 Shrink-wrap agreements, 224–225 Signatures electronic, 225–226 forgery, 161, 397, 399, 413–415 on negotiable instruments, 380–381, 394–398, 399 unauthorized, 396–397 Signs, for trespass establishment, 84 Silence as acceptance, 220–221 misrepresentation by, 250 Similar marks, 108 Simple (informal) contracts, 211 Sixth Amendment, 14, 170 SJTs (summary jury trials), 66 Slander, 77, 78 Slander of quality, 86 Slander of title, 86 Sliding-scale standard, 44–45 Small business Chapter 11 bankruptcy, 458 cooperative research, 624 hacking threat, 179–180 “permalancers,” 467 Sarbanes-Oxley Act exemptions, 602 Superfund liability, 678 Small Business Administration Act, 624 Small claims courts, 49 Smart cards, 425 Smartphones Flame malware threat, 177 payments with, 424 Social hosts, 93 Social media See also Facebook business ethics and, 189–190 defined, 139 ECPA protections, 141–142 employer policies, 140–142, 189–190 free speech issues, 16, 18 hiring discrimination based on posts, 506 internal company systems, 142 legal process impact, 139–141 password disclosure protections, 142 terms of service, 276 time spent on, 139 Social Security, 497–498 Social Security Act of 1935, 497–498 Software browse-wrap terms, 225 copyrights, 122 licensing, 135 patents, 116 shrink-wrap agreements, 224–225 Sole proprietorships, 525–528 advantages/disadvantages of, 526–527 defined, 525 other business forms compared to, 574–575 prevalence of, 525 Sony Corporation, 176 Sony Pictures, 137 Sounds, trademark protection, 126 South Korea, antitrust laws in, 625 Sovereign immunity, 689 Spam, 131–132 Spanish language, “cooling-off” law requirements, 362 Special (consequential) damages, 74, 78, 280, 282, 345 Special indorsements, 389 Special qualified indorsements, 389–390 Special warranty deeds, 665 Specially manufactured goods, 307 Specific performance, 6, 285, 341 Speech commercial, 17 freedom of, 14, 15–18, 77 political speech by corporations, 16 reasonable restrictions of, 15–16 unprotected, 18 Spouses agency by operation of law, 469 community property, 446 promises made in consideration of marriage, 256–257 same-sex, 23 shared ownership of real property, 660–661 Stakeholders, 194 Stale checks, 412 Standard Oil Trust, 608 Standing to sue, 47 Stare decisis, 5–6 State(s) actions exempt from antitrust laws, 624 administrative agencies, Bill of Rights application, 14–15 codes of, 30–31 corporate law, 551, 557, 559, 600 crimes, 156 employees, 514 franchise regulation, 544 immigration law, 502 lawmaking authority, 10 police powers, 12 regulatory power, 12 securities laws, 597–598 spam regulations, 131 statutes, 2, 41–42, 64–65, 159, 491, 497 trade secret protections, 122 uniform laws, workers’ compensation laws, 497 State courts appellate courts, 50–51 budget cuts, 49 citations, 34 cyber courts, 62 decisions of, 31–33 electronic filing with, 62 following case through, 53–61 jurisdiction See Jurisdiction levels of, 48–51 supreme courts, 51 trial courts, 48–50, 51 State of mind, 155–156 Statement(s) of fact, 77, 82, 346 of opinion, 77, 82, 250, 346–347 of value, 346–347 Stationary sources of air pollution, 673 Statute(s) See also Law(s) arbitration, 64–65 assignments prohibited by, 267 contracts contrary to, 241–242 dram shop, 93 estray, 638 of Fraud See Statute of Frauds Good Samaritan, 93 of limitations See Statute of limitations long arm, 41–42 recording, 666 state, 2, 41–42, 64–65, 159, 491, 497 trademark protection, 108 Statute of Frauds collateral promises, 255–256, 259 contracts involving interests in land, 254–255, 259 contracts made in consideration of marriage, 256–257 defined, 254 English origins, 254 Copyright 2017 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part Due to electronic rights, some third party content may be suppressed from the eBook and/or eChapter(s) Editorial review has deemed that any suppressed content does not materially affect the overall learning experience Cengage Learning reserves the right to remove additional content at any time if subsequent rights restrictions require it www.downloadslide.net Index exceptions to, 257–259 one-year rule, 255, 256, 259 sale of goods contracts, 257, 258, 259 sales and lease contracts, 306–308 sufficiency of writing or electronic record, 259–260 UCC–CISG comparison, 319 Statute of limitations breach of contract, 278 for crimes, 167 defined, 22 sales and lease contracts, 278, 345 torts, 75 Statutory law, 2–3, 30–31, 35 Stewart, Jon, 130 Stewart, Martha, 596 Stock certificates, 571 Stock options, 599 Stocks bonds vs., 560 close corporations, 555–556 common, 560 defined, 560 initial sales of, 582–590 preferred, 560 transfers of, 573 Stolen goods, receipt of, 160 Stone, Sly, 253–254 Stop Counterfeiting in Manufactured Goods Act (SCMGA) of 2006, 111–112 Stop-payment orders, 412–413 Stored Communications Act (SCA), 141 Stored-value cards, 424 Strict liability applications of, 93 common carriers, 644 criminal sanctions for crimes, 156 defined, 93 environmental actions, 672 potentially responsible parties under Superfund, 678 product, 95–100 Strict product liability, 95–99 Strict scrutiny, 21–22 Strong marks, 109–110 Strong-arm power, 447 Student loans, 450–451 Subject matter, court’s jurisdiction over, 42–43 Subjective impossibility, 278 Subleases, 670 Subsidiaries, 690 Substantial abuse, 444 Substantial effect, 623–624, 698 Substantial performance, 275 Substantive due process, 21, 169 Substantive law, 7–8 Substantive rules, 3–4 Substantive unconscionability, 244 Substitution of carriers, 333 Subsurface rights, 657 Sufferance, tenancy at, 662 Suggestive trademarks, 110 Summary jury trials (SJTs), 66 Summons, 54 Superfund, 677–678 Superseding cause, 91 Supervisors, harassment by, 510–511 Suppliers, monitoring employment practices of, 199 Supremacy clause, 13 Supreme Court Reporter, 33 Supreme Court, U.S See United States Supreme Court Supreme courts (state), 51 Surety, 436–438 Suretyship, 436–438 Survivorship, right of, 660 Symantec Corporation, 193 Symbolic speech, 15 Syndicates, 542 T Tainted foods, 364–365 Taking defined, 667 of land owned by private party for public use, 667 of negotiable instruments, 392–393 of private property by foreign government, 688–689 Tangible employment actions, 510 Tangible personal property, 631 Tangible property, 297 Target Corporation, 175, 299 Tariffs, 692 Tax, taxation corporations, 552 discharge exception in bankruptcy, 449, 457 FICA, 498 on imports, 692 independent contractors, 485 joint ventures, 541 limited liability companies, 539 Medicare, 498 partnerships, 529–530 personal vs real property, 632 S corporations, 556 Web purchases, 298 Telecommunications Act of 1996, 555 Telemarketing and Consumer Fraud and Abuse Prevention Act, 362 Telemarketing Sales Rule (TSR), 362 Telephone Consumer Protection Act (TCPA), 361–362 Telephone solicitation, 361–362 Temporary impossibility, 280 Tenancy in common, 312, 660 by the entirety, 660 fixed-term, 661 joint, 660 periodic, 661 at sufferance, 662 at will, 661 Tenant-landlord relationships, 283, 668–669 Tender defined, 274 of delivery, 330 of payment, 438 perfect tender rule, 332–336 Tenth Amendment, 12, 14 Termination See also Dissolution of agency, 481–484 of easement or profit, 662–663 franchises, 545–546 of joint tenancy, 660 of offer, 217–219 Terms additional, 303–306 browse-wrap, 225 definiteness, 217 delivery, 301, 316 online contracts, 223 open, 300–302 of service, 276 Territorial restrictions, 613 Terrorism, 24, 177–178 “Testing the waters,” 587 Textbooks, 121 Theft crimes, 160 cyber, 174–175, 525 identity, 175, 178 torts, 85 of trade secrets, 163 Third Amendment, 14 Third parties assignment of rights to See Assignment(s) beneficiaries, 271–272, 273 delegation of duties to, 269–270 Time drafts, 377, 378 Time instruments, 377, 393, 396 Time/timing bank liability for paying check with forged customer signature, 415 bank statement examination, 414 contract writing requirement, 255 lapse of agency termination, 482 and offer termination, 219 Copyright 2017 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part Due to electronic rights, some third party content may be suppressed from the eBook and/or eChapter(s) Editorial review has deemed that any suppressed content does not materially affect the overall learning experience Cengage Learning reserves the right to remove additional content at any time if subsequent rights restrictions require it I-25 www.downloadslide.net I-26 Index Time/timing, continued negotiable instruments payable at definite time, 383–384 offer acceptance, 221–222 presentment of negotiable instrument, 395 rejection of goods, 342 stop-payment orders, 413 Tippees, 592–593 Tipper/tippee theory, 592–593 Title(s) cases, 36 defined, 311 documents of, 312–313, 645 good, 346 identification of goods, 311–312 passage of, 312–315, 665–666 slander of, 86 void, 313–314 voidable, 314 warranties of, 345–346 Title VII of Civil Rights Act, 503–512, 516 Tobacco products, 364 Tolling, 167 Tortfeasors, 75 Tortious conduct, 478 Torts, 73–105 agency relationship liability, 466–467, 478–481, 485 classifications of, 75 corporate liability, 552–553 cyber, 143 damages, 74–75 defenses, 75 defined, 73 employment-at-will doctrine exceptions, 491 intentional against persons, 75–84 intentional against property, 84–86 international claims, 698–699 law of, 73–75 lawsuit and criminal prosecution for same act, 154 product liability, 94–100 strict liability, 93 unintentional, 86–93 Toxic chemicals, 676–678 Toxic Substances Control Act, 676–677 Toyota, 545 Trade barriers, 692–693 exports and export controls, 689–690, 691 horizontal restraint of, 611–612 import controls, 691–692 usage of, 309 vertical restraint of, 613–614 Trade acceptance, 377–378 Trade associations, 612 Trade custom, implied warranty of, 349 Trade dress, 111, 123 Trade libel, 86 Trade names, 108 Trade secrets, 122–123, 163 Trademark Dilution Revision Act (TDRA) of 2006, 108 Trademarks acquisition process, 123 certification marks, 111 collective marks, 111 counterfeit goods, 111–112 cybersquatting lawsuits, 133 defined, 107 dilution, 108, 134–135 distinctiveness of mark, 109–111 duration, 123 infringement, 109, 123 international protections, 124–125 Internet issues, 134–135 licensing, 112–113 marketing issues, 126–127 overview of, 123 registration, 108–109 service marks, 111 statutory protection, 108 trade dress, 111 Trading with the Enemy Act, 691 Training, employee, 197–198 Transaction, defined, 226 Transfer(s) before bankruptcy filing, 447 consumer fund, 422–423 electronic fund, 422–423 fraudulent, 447 of negotiable instruments, 386–391, 398 warranties, 398 Transferred intent, 75 Transparency, of benefit corporations, 557 Traveler’s checks, 409 Treaties, 686 Treatises, Treble damages, 117, 623 Trespass to land, 84–85 to personal property, 85 Trial(s) criminal, 172, 173 by jury, right to, 14, 58, 170 motion for new, 59 procedures, 59 public, right to, 170 speedy trial, right to, 14, 170 summary jury trials (SJTs), 66 Trial courts, 31, 43, 48–50, 51 Triple bottom line, 185 TRIPS Agreement of 1994, 124 Trucking companies, 692 Trust indorsements, 390 Trustees, in bankruptcy cases, 443, 446–447, 455 Trusts, business, 542 Truth-in-Lending Act (TILA), 367–369 TSR (Telemarketing Sales Rule), 362 Tying arrangements, 620–621 Typosquatting, 133 U UCC See Uniform Commercial Code (UCC) Unanimous opinions, 36 Unauthorized acts, 478 Unauthorized signatures, 396–397 Unconditional promises, 381–382 Unconscionability, 243–244, 246, 310 Undertaking Spam, Spyware, and Fraud Enforcement with Enforcers Beyond Borders Act, 131–132 Undisclosed principals, 476, 477–478 Undue hardship, 507, 516 Undue influence, 247, 252–254 Unemployment insurance, 499 Unenforceable contracts, 213 Unequivocal acceptance, 219–220 Unforeseen difficulties, 229 Uniform Commercial Code (UCC) acceleration clauses, 384 adoption of, 3, 294 Article (Sales Contracts), 295–299, 543 See also Sales contracts Article 2A (Leases), 299–300 See also Lease agreements Article (Negotiable Instruments), 376–377, 407 See also Negotiable instruments Article (Bank Deposits and Collections), 407 Article (Secured Transactions), 431 changes and updates, 295 choice-of-law clauses, 695 CISG comparison, 319 citations, 35 crop sales, 657 fictitious payee rule, 397–398 good faith provision, 302, 330 imposter rule, 397 limitation-of-liability clauses, 288 online acceptances, 224 oral contracts, 258 origins of, 295 parol evidence rule, 308–309 purpose of, 3, 294 scope of, 208, 295 secured transactions, 430 securities, 597–598 Copyright 2017 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part Due to electronic rights, some third party content may be suppressed from the eBook and/or eChapter(s) Editorial review has deemed that any suppressed content does not materially affect the overall learning experience Cengage Learning reserves the right to remove additional content at any time if subsequent rights restrictions require it www.downloadslide.net Index Statute of Fraud provisions, 257, 258, 259 unconscionability, 243 warranties under, 398–399 Uniform Electronic Transactions Act (UETA), 221, 226, 380n Uniform laws, Uniform Limited Liability Company Act (ULLCA), 537–540 Uniform Partnership Act (UPA), 528–534 Uniform Rapid Suspension (URS) system, 133 Uniform Residential Landlord and Tenant Act (URLTA), 668 Uniform Securities Act, 598 Uniform Trade Secrets Act, 122 Unilateral contracts, 210–211 Unilateral mistakes, 248, 249 Unilateral refusals to deal, 617 Unintentional discrimination, 504–505 Unintentional torts, 86–93 Unions and unionization, 196, 624 United Kingdom See Great Britain United Nations Commission on International Trade Law, 686–687 Convention on Contracts for the International Sale of Goods (CISG), 318–319, 343, 687 Convention on the Recognition and Enforcement of Foreign Arbitral Awards, 695–696 United States Code (U.S.C.), 30, 35 United States Constitution bankruptcy, 441 Bill of Rights, 13–20 commerce clause, 10–13 criminal protections, 167–171 due process clause, 14, 20–21, 75 equal protection clause, 21–22 establishment clause, 19 export controls, 691 federal judicial power, 43 federal sentencing guidelines, 172–173 federal vs state powers, 10 free exercise clause, 19–20 intellectual property protections, 106 as primary source of law, privacy rights, 22–23 separation of powers, 10 supremacy clause, 13 treaties, 686 United States Copyright Office, 117 United States Courts of Appeals, 51–52, 62 United States Department of Agriculture (USDA), 364 United States Department of Defense, 670 United States Department of Interior, 670 United States Department of Justice, 174, 589, 611, 612, 622–623 United States Department of Labor, 498 United States district courts, 43, 51, 52 United States Patent and Trademark Office, 108–109, 113 United States Reports (U.S.), 33 United States Safe Web Act, 131–132 United States Supreme Court appeals to, 52–53, 61 Bill of Rights application to states, 14–15 binding authority, decisions by, 33 justices, 52 petitions granted by, 53 powers, 52 rule of four, 53 Universal defenses, 399–400 Unjust enrichment, 213–214, 246 Unliquidated debt, 230 Unprotected speech, 18 Unpublished opinions, 33 Unreasonable searches and seizures, 14 Unreasonably dangerous products, 95, 96 Unsecured creditors, 444, 449, 453 URS (Uniform Rapid Suspension) system, 133 USA Patriot Act, 24 Usage of trade, 309 Usury, 241 Utilitarianism, 192–193 V Valid contracts, 212–213, 220 Value statements of, 346–347 taking instruments for, 393–394 Vegetation, 657 Venture capital, 561 Venue, 47 Verdict, 153, 172 Vertical mergers, 622 Vertical restraints, 613–614 Vertically integrated firms, 613 Vesting, 272, 498–499 Vicarious liability, 479, 480 Vick, Michael, 169 Video conferencing, 62 Vietnam, antitrust laws in, 625 Violent crime, 158–159 Virtual property, 630, 633 Viruses, 176 Visas, 501–502 Void contracts, 213, 240, 246–247 Void titles, 313–314 Voidable contracts, 213, 238–239, 240 Voidable rights, 447 I-27 Voidable titles, 314 Voir dire, 58 Voluntary bankruptcy, 443–445 Voluntary consent, 209, 247–254 Voting, of shareholders, 552, 564, 569, 570–571 W Wages discrimination, 508–509 laws governing, 492, 493–494 minimum, 493 overtime, 196, 492–493 Waiting period, 585 Waivers of liability, 246 Walmart, 186 Walsh-Healey Act of 1936, 492 Walt Disney Company, 194 War, agency termination by, 484 Warehouse companies, 645 Warehouse receipts, 312, 645 Warn, warnings duty to, 87–88 inadequate, 97–98 Warrentless searches, 170–171 Warrants, 167–168 Warranty(ies) bailor’s duties, 644 breach of, 400 disclaimers, 349–351 express, 346–347, 350 implied See Implied warranties negotiable instruments, 398–399 overlapping, 349 presentment, 398 of title, 345–346 transfer, 398 Warranty deeds, 665 Waste, 659 Water pollution, 675–676 Web sites See also Internet courts, 62 patent databases, 113 proxy materials posted on, 569 Webb-Pomerene Act, 624 Well-known seasoned issuers (WKSIs), 585 Wells Fargo Bank, 175 Westlaw® citations, 35 West’s Bankruptcy Reporter, 33 West’s National Reporter System, 31 West’s Supreme Court Reporter, 33 Whistleblowing, 198, 491–492 White-collar crime, 161–163, 174 Wild animals, 632–633 Wills, property transferred by, 666 Winding up, 533, 540–541, 561 Copyright 2017 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part Due to electronic rights, some third party content may be suppressed from the eBook and/or eChapter(s) Editorial review has deemed that any suppressed content does not materially affect the overall learning experience Cengage Learning reserves the right to remove additional content at any time if subsequent rights restrictions require it www.downloadslide.net I-28 Index WIPO (World Intellectual Property Organization), 136 Wire transfers, 423 Wireless devices, jurors’ use of, 60 Wiretapping, 141–142 Wisconsin, video conferencing laws, 62 Withdrawal from illegal agreement, 247 Witnesses, trials, 59, 170 WKSIs (well-known seasoned issuers), 585 Women employment discrimination, 503, 507–512 sexual harassment, 509–512 Worker Adjustment and Retraining Notification (WARN) Act of 1988, 492, 494–495 Workers’ compensation laws, 497 Workout agreements, 440 Workplace health and safety, 472 “Works for hire,” 467–468 World Intellectual Property Organization (WIPO), 136 World Trade Organization (WTO), 692 Worms, 176 Writ(s) of attachment, 435 of certiorari, 52–53, 61 of execution, 435 Writing requirements See also Statute of Frauds agency relationship formation, 468 agent’s authority, 472–473 contracts, 209, 254–260 negotiable instruments, 380, 385–386 Wrongful discharge, 492 Wrongful interference, 83–84 Wrongful termination, 482 WTO (World Trade Organization), 692 Copyright 2017 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part Due to electronic rights, some third party content may be suppressed from the eBook and/or eChapter(s) Editorial review has deemed that any suppressed content does not materially affect the overall learning experience Cengage Learning reserves the right to remove additional content at any time if subsequent rights restrictions require it www.downloadslide.net Copyright 2017 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part Due to electronic rights, some third party content may be suppressed from the eBook and/or eChapter(s) Editorial review has deemed that any suppressed content does not materially affect the overall learning experience Cengage Learning reserves the right to remove additional content at any time if subsequent rights restrictions require it www.downloadslide.net Landmark in the Law Equitable Principles and Maxims Federal Trade Commission Rule 433 401 Marbury v Madison (1803) 41 Check Clearing in the 21st Century Act (Check 21) 419 Palsgraf v Long Island Railroad Co (1928) 89 The Digital Millennium Copyright Act 136 Miranda v Arizona (1966) 171 The Bankruptcy Abuse Prevention and Consumer Protection Act 442 The Doctrine of Respondeat Superior 480 Hamer v Sidway (1891) 228 The Securities and Exchange Commission 582 The Uniform Commercial Code 295 The Sherman Antitrust Act 608 Linking Business Law to . . Linking Business Law to Marketing: Trademarks and Service Marks 126 Linking Business Law to Accounting and Finance: Managing a Company’s Reputation 201 Linking Business Law to Corporate Management: What Can You Do to Prepare for a Chapter 11 Reorganization? 458 Linking Business Law to Corporate Management: Human Resource Management 519 Linking Business Law to Accounting and Finance: Banking Risks 425 Copyright 2017 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part Due to electronic rights, some third party content may be suppressed from the eBook and/or eChapter(s) Editorial review has deemed that any suppressed content does not materially affect the overall learning experience Cengage Learning reserves the right to remove additional content at any time if subsequent rights restrictions require it