Tài liêu Business law legal environment online commerce business ethics and international issues 8th by cheeseman 2

www.downloadslide.net 282 PART III  Contracts, Commercial Law, and E-Commerce of goods? Brandt v Boston Scientific Corporation and Sarah Bush Lincoln Health Center, 792 N.E.2d 296, 2003 Ill Lexis 785 (Supreme Court of Illinois, 2003) 12.2  Implied Warranty of Merchantability  Nancy Denny purchased a Bronco II, a small sport-utility vehicle (SUV) that was manufactured by Ford Motor Company Denny testified that she purchased the Bronco for use on paved city and suburban streets and not for offroad use When Denny was driving the vehicle on a paved road, she slammed on the brakes in an effort to avoid a deer that had walked directly into her SUV’s path The Bronco II rolled over, and Denny was severely injured Denny sued Ford Motor Company to recover damages for breach of the implied warranty of merchantability Denny alleged that the Bronco II presented a significantly higher risk of occurrence of rollover accidents than did ordinary passenger vehicles Denny introduced evidence at trial that showed the Bronco II had a low stability index because of its high center of gravity, narrow tracks, shorter wheelbase, and the design of its suspension system Ford countered that the Bronco II was intended as an off-road vehicle and was not designed to be used as a conventional passenger automobile on paved streets Has Ford Motor Company breached the implied warranty of merchantability? Denny v Ford Motor Company, 87 N.Y.2d 248, 662 N.E.2d 730, 639 N.Y.S.2d 250, 1995 N.Y Lexis 4445 (Court of Appeals of New York) 12.3  Implied Warranty of Fitness for a Particular Purpose  Felicitas Garnica sought to purchase a vehicle capable of towing a 23-foot Airstream trailer she had on order She went to Mack Massey Motors, Inc (Massey Motors), to inquire about purchasing a Jeep Cherokee that was manufactured by Jeep Eagle After Garnica explained her requirements to the sales manager, he called the Airstream dealer concerning the specifications of the trailer Garnica was purchasing The sales manager advised Garnica that the Jeep Cherokee could the job of pulling the trailer After purchasing the vehicle, Garnica claimed that it did not have sufficient power to pull the trailer She brought the Jeep Cherokee back to Massey Motors several times for repairs for a slipping transmission Eventually, she was told to go to another dealer The drive shaft on the Jeep Cherokee twisted apart at 7,229 miles Garnica sued Massey Motors and Jeep Eagle for damages, alleging breach of the implied warranty of fitness for a particular purpose Have the defendants made and breached an implied warranty of fitness for a particular purpose? Mack Massey Motors, Inc v Garnica, 814 S.W.2d 167, 1991 Tex Lexis 1814 (Court of Appeals of Texas) 12.4  Firm Offer  Gordon Construction Company (Gordon) was a general contractor in the New York # 154054   Cust: PEARSON   Au: Cheeseman  Pg No 282 Title: The Legal Environment of Business and Online Commerce City area Gordon planned on bidding for the job of constructing two buildings for the Port Authority of New York In anticipation of its own bid, Gordon sought bids from subcontractors E A Coronis Associates (Coronis), a fabricator of structured steel, sent a signed letter to Gordon The letter quoted a price for work on the Port Authority project and stated that the price could change based on the amount of steel used The letter contained no information other than the price Coronis would charge for the job One month later, Gordon was awarded the Port Authority project Four days later, Coronis sent Gordon a telegram, withdrawing its offer Gordon replied that it expected Coronis to honor the price that it had previously quoted to Gordon When Coronis refused, Gordon sued Gordon claimed that Coronis was attempting to withdraw a firm offer Who wins? E A Coronis Associates v Gordon Construction Co., 216 A.2d 246, 1966 N.J Super Lexis 368 (Superior Court of New Jersey) 12.5  Battle of the Forms  Dan Miller was a commercial photographer who had taken a series of photographs that appeared in The New York Times Newsweek magazine wanted to use the photographs When a Newsweek employee named Dwyer phoned Miller, Dwyer was told that 72 images were available Dwyer said that he wanted to inspect the photographs and offered a certain sum of money for each photo Newsweek used The photos were to remain Miller’s property Miller and Dwyer agreed to the price and the date for delivery Newsweek sent a courier to pick up the photographs Along with the photos, Miller gave the courier a delivery memo that set out various conditions for the use of the photographs The memo included a clause that required Newsweek to pay $1,500 each if any of the photos were lost or destroyed After Newsweek received the package, it decided it no longer needed Miller’s work When Miller called to have the photos returned, he was told that they had all been lost Miller demanded that Newsweek pay him $1,500 for each of the 72 lost photos Assume that the court finds Miller and Newsweek to be merchants Are the clauses in the delivery memo part of the sales contract? Miller v Newsweek, Inc., 660 F.Supp 852, 1987 U.S Dist Lexis 4338 (United States District Court for the District of Delaware) 12.6  Risk of Loss   Martin Silver ordered two rooms of furniture from Wycombe, Meyer & Co., Inc (Wycombe), a manufacturer and seller of custommade furniture On February 23, 1982, Wycombe sent invoices to Silver, advising him that the furniture was ready for shipment Silver tendered payment in full for the goods and asked that one room of furniture be shipped immediately and that the other be held C/M/Y/K Short / Normal / Long DESIGN SERVICES OF S4CARLISLE Publishing Services www.downloadslide.net CHAPTER 12  Sales Contracts, Leases, and Warranties for shipment on a later date Before any instructions were received as to the second room of furniture, it was destroyed in a fire Silver and his insurance company attempted to recover the money he had paid for the destroyed furniture Wycombe refused to return 283 the payment, claiming that the risk of loss was on Silver Who wins? Silver v Wycombe, Meyer & Co., Inc., 477 N.Y.S.2d 288, 1984 N.Y Misc Lexis 3319 (Civil Court of the City of New York) Ethics Case 12.7  Ethics Case   Alex Abatti was the sole owner of A&M Produce Company (A&M), a small farming company located in California’s Imperial Valley Although Abatti had never grown tomatoes, he decided to so He sought the advice of FMC Corporation (FMC), a large diversified manufacturer of farming and other equipment, about what kind of equipment he would need to process the tomatoes An FMC representative recommended a certain type of machine, which A&M purchased from FMC pursuant to a form sales contract provided by FMC Within the fine print, the contract contained one clause that disclaimed any warranty liability by FMC and a second clause stating that FMC would not be liable for consequential damages if the machine malfunctioned A&M paid $10,680 down toward the $32,041 purchase price, and FMC delivered and installed the machine A&M immediately began experiencing problems with the machine It did not process the tomatoes quickly enough Tomatoes began piling up in front of the belt that separated the tomatoes for weight sizing Overflow tomatoes had to be sent through the machine at least twice, causing damage to them Fungus spread through the damaged crop Because of these problems, the machine had to be started and stopped continually, which significantly reduced processing speed A&M tried on several occasions to get additional equipment from FMC, but on each occasion, its request was rejected Because of the problems with the machine, A&M closed its tomato operation A&M finally stated, “Let’s call the whole thing off,” and offered to return the machine if FMC would refund A&M’s down payment When FMC rejected this offer and demanded full payment of the balance due, A&M sued to recover its down payment and damages It alleged breach of warranty caused by defect in the machine In defense, FMC pointed to the fine print of the sales contract, stating that the buyer waived any rights to sue FMC for breach of warranty or to recover consequential damages from it A&M Produce Co v FMC Corp., 135 Cal App.3d 473, 186 Cal Rptr 114, 1982 Cal App Lexis 1922 (Court of Appeal of California) Did A&M act morally in signing the contract and then trying to get out of its provisions? Was it ethical for FMC to include waiver of liability and waiver of consequential damages clauses in its form contract? Are the waiver clauses legally unconscionable and therefore unenforceable? Note 15 U.S.C Sections 2301–2312 # 154054   Cust: PEARSON   Au: Cheeseman  Pg No 283 Title: The Legal Environment of Business and Online Commerce C/M/Y/K Short / Normal / Long DESIGN SERVICES OF S4CARLISLE Publishing Services www.downloadslide.net 13 CHAPTER Credit, Secured Transactions, and Bankruptcy HOUSE A house is often a person’s most valuable asset Homeowners often borrow money to help provide the funds to purchase a house Usually the lender takes back a mortgage that secures the house as collateral for the repayment of the loan If the borrower defaults, the lender can bring a foreclosure proceeding to recover the collateral Learning Objectives After studying this chapter, you should be able to: Distinguish between unsecured and secured credit Describe security interests in real property and the foreclosure of mortgages Apply the provisions of Revised Article (­Secured Transactions) to secured transaction in personal property Compare surety and guaranty arrangements Describe the different forms of personal and business bankruptcy Chapter Outline Introduction to Credit, Secured Transactions, and Bankruptcy Unsecured and Secured Credit Security Interests in Real Property BUSINESS ENVIRONMENT • Construction Liens on Real Property Secured Transactions in Personal Property CASE 13.1 • Pankratz Implement Company v Citizens National Bank BUSINESS ENVIRONMENT • Artisan’s Liens on Personal Property Surety and Guaranty Arrangements Bankruptcy LANDMARK LAW • Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 CASE 13.2 • In Re Hoang Personal Bankruptcy CONTEMPORARY ENVIRONMENT • Discharge of Student Loans in Bankruptcy Business Bankruptcy BUSINESS ENVIRONMENT • General Motors Bankruptcy www.downloadslide.net “ CHAPTER 13  Credit, Secured Transactions, and Bankruptcy 285 Creditors have better memories than debtors.” — Benjamin Franklin Poor Richard’s Almanack (1758) Introduction to Credit, Secured Transactions, and Bankruptcy The U.S economy is a credit economy Consumers borrow money to make major purchases (e.g., homes, automobiles, appliances) and use credit cards (e.g., Visa, MasterCard) to purchase goods and services at clothing stores, restaurants, and other businesses Businesses use credit to purchase equipment, supplies, and other goods and services Because lenders are sometimes reluctant to lend large sums of money simply on the borrower’s promise to repay, many of them take a security interest in the property purchased or some other property of the debtor The property in which the security interest is taken is called collateral If the debtor does not pay the debt, the creditor can foreclose on and recover the collateral A lender who is unsure whether a debtor will have sufficient income or assets to repay a loan may require another person to guarantee payment If the borrower fails to repay the loan, the person who agreed to guarantee the loan is responsible for paying it On occasion, borrowers become overextended and are unable to meet their debt obligations Congress has enacted federal bankruptcy laws that provide methods for debtors to be relieved of some debt or enter into arrangements to pay debts in the future Congress enacted the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005, which makes it much more difficult for debtors to escape their debts under federal bankruptcy law This chapter discusses unsecured credit, security interests in real property, secured transactions in personal property, and bankruptcy law Unsecured and Secured Credit In a transaction involving the extension of credit (either unsecured or secured), there are two parties The party extending the credit, the lender, is called the creditor The party borrowing the money, the borrower, is called the debtor (see Exhibit 13.1) Borrower Debtor Extension of credit Debtors are liars George Herbert Jacula Prudentum (1651) credit Occurs when one party makes a loan to another party creditor (lender) The lender in a credit transaction debtor (borrower) The borrower in a credit transaction Exhibit 13.1  RELATIONSHIP BETWEEN DEBTOR AND CREDITOR Lender Creditor Example Prima Company goes to Urban Bank and borrows $100,000 In this case, Prima Company is the borrower-debtor, and Urban Bank is the lender-creditor Credit may be extended on either an unsecured or a secured basis The following paragraphs discuss these types of credit Unsecured Credit Unsecured credit does not require any security (collateral) to protect the payment of the debt Instead, the creditor relies on the debtor’s promise to repay the principal (plus any interest) when it is due The creditor is called an unsecured creditor # 154054   Cust: PEARSON   Au: Cheeseman  Pg No 285 Title: The Legal Environment of Business and Online Commerce C/M/Y/K Short / Normal / Long unsecured credit Credit that does not require any security (collateral) to protect the payment of the debt DESIGN SERVICES OF S4CARLISLE Publishing Services www.downloadslide.net 286 PART III  Contracts, Commercial Law, and E-Commerce In deciding whether to make the loan, the unsecured creditor considers the ­debtor’s credit history, income, and other assets If the debtor fails to make the payments, the creditor may bring legal action and obtain a judgment against him or her If the debtor is judgment-proof (i.e., has little or no property or no income that can be garnished), the creditor may never collect Example A person borrows money from a bank, and the bank does not require any collateral for the loan This is unsecured credit, and the bank is relying on the borrower’s credit standing and income to pay back the loan If the borrower fails to pay back the loan, the bank can sue the borrower to try to collect the unpaid loan Secured Credit collateral Personal property that is subject to a security agreement secured credit Credit that requires security (­collateral) that secures payment of the loan To minimize the risk associated with extending unsecured credit, a creditor may require a security interest in the debtor’s property (collateral) The collateral secures payment of the loan This type of credit is called secured credit The creditor who has a security interest in collateral is called a secured creditor, or secured party Security interests may be taken in real, personal, intangible, and other property If the debtor fails to make the payments when due, the collateral may be repossessed to recover the outstanding amount Generally, if the sale of the collateral is insufficient to repay the loan plus interest, the creditor may bring a lawsuit against the debtor to recover a deficiency judgment for the difference Example A person obtains a loan from a lender to purchase an automobile, and the lender takes back a security interest in the automobile This is an extension of secured credit, and the automobile is collateral for the loan If the borrower fails to pay back the loan, the lender can foreclose and recover the automobile Security Interests in Real Property mortgage An arrangement where an owner of real property borrows money from a lender and pledges the real property as collateral to secure the repayment of the loan Owners of real estate can create security interests in real property This occurs if an owner borrows money from a lender and pledges real estate as security for repayment of the loan mortgagor (owner-debtor) The owner-debtor in a mortgage transaction A person who owns a piece of real property has an ownership interest in that property A property owner who borrows money from a creditor may use his or her real estate as collateral for repayment of the loan This type of collateral arrangement, known as a mortgage, is a two-party instrument The owner-debtor is the mortgagor, and the lender-creditor is the mortgagee The parties to a mortgage are illustrated in Exhibit 13.2 mortgagee (creditor) The creditor in a mortgage transaction Exhibit 13.2  PARTIES TO A MORTGAGE Mortgage Loan of funds Owner–Debtor Mortgagor (Borrower) Mortgage Creditor Mortgagee (Lender) Security interest in real property Example General Electric purchases a manufacturing plant for $10 million, pays $2 million cash as a down payment, and borrows the remaining $8 million from City Bank General Electric is the debtor, and City Bank is the creditor To secure the loan, General Electric gives a mortgage on the plant to City Bank This is a # 154054   Cust: PEARSON   Au: Cheeseman  Pg No 286 Title: The Legal Environment of Business and Online Commerce C/M/Y/K Short / Normal / Long DESIGN SERVICES OF S4CARLISLE Publishing Services www.downloadslide.net CHAPTER 13  Credit, Secured Transactions, and Bankruptcy 287 secured loan, with the plant being collateral for the loan General Electric is the mortgagor, and City Bank is the mortgagee If General Electric defaults on the loan, the bank may take action under state law to foreclose and take the property When a mortgage is repaid in full, the lender files a written document called a reconveyance, sometimes referred to as satisfaction of a mortgage with the county recorder’s office, which is proof that the mortgage has been paid Note and Deed of Trust Some states’ laws provide for the use of a deed of trust and note in place of a mortgage The note is the instrument that is evidence of the borrower’s debt to the lender; the deed of trust is the instrument that gives the creditor a security interest in the debtor’s property that is pledged as collateral A deed of trust is a three-party instrument Under it, legal title to the real property is placed with a trustee (usually a trust corporation) until the amount borrowed has been paid The owner-debtor is called the trustor Although legal title is vested in the trustee, the trustor has full legal rights to possession of the real property The lender-creditor is called the beneficiary Exhibit 13.3 illustrates the relationship between the parties Owner–Debtor Trustor (Borrower) Loan of Funds Security interest in real property Legal title note An instrument that is evidence of a borrower’s debt to the lender deed of trust An instrument that gives a creditor a security interest in the debtor’s real property that is pledged as collateral for a loan Exhibit 13.3  PARTIES TO A NOTE AND DEED OF TRUST Creditor Beneficiary (Lender) If debtor defaults, creditor can perfect rights Trustee When the loan is repaid, the trustee files a written document called a reconveyance with the county recorder’s office, which transfers title to the real property to the borrower-debtor Recording Statute Most states have enacted recording statutes that require a mortgage or deed of trust to be recorded in the county recorder’s office in the county in which the real property is located These filings are public record and alert the world that a mortgage or deed of trust has been recorded against the real property This record gives potential lenders or purchasers of real property the ability to determine whether there are any existing liens (mortgages) on the property The nonrecordation of a mortgage or deed of trust does not affect either the legality of the instrument between the mortgagor and the mortgagee or the rights and obligations of the parties In other words, the mortgagor is obligated to pay the amount of the mortgage according to the terms of the mortgage, even if the document is not recorded However, an improperly recorded document is not effective against either (1) subsequent purchasers of the real property or (2) other mortgagees or lienholders who have no notice of the prior mortgages # 154054   Cust: PEARSON   Au: Cheeseman  Pg No 287 Title: The Legal Environment of Business and Online Commerce C/M/Y/K Short / Normal / Long recording statute A statute that requires a mortgage or deed of trust to be recorded in the county recorder’s office of the county in which the real property is located DESIGN SERVICES OF S4CARLISLE Publishing Services www.downloadslide.net 288 PART III  Contracts, Commercial Law, and E-Commerce By no means run in debt George Herbert The Temple (1633) Example Eileen purchases a house for $500,000 She borrows $400,000 from ­ oulevard Bank and gives the bank a mortgage on the house for this amount B Boulevard Bank fails to record the mortgage Eileen then applies to borrow ­ $400,000 from Advance Bank Advance Bank reviews the real estate recordings and finds no mortgage recorded against the property, so it lends Eileen $400,000 Advance Bank records its mortgage Later, Eileen defaults on both loans In this case, Advance Bank can foreclose on the house because it recorded its mortgage Boulevard Bank, even though it made the first loan to Eileen, does not get the house and can only sue Eileen to recover the unpaid loan LAND SALES CONTRACT Most states permit the transfer and sale of real property pursuant to a land sales contract In this contract, the owner of real property agrees to sell the property to a purchaser, who agrees to pay the purchase price to the owner-seller over an agreed-on period of time Often, making such a loan is referred to as “carrying the paper.” Land sales contracts are often used to sell undeveloped property, farms, and the like If the purchaser defaults, the seller may declare forfeiture and retake possession of the property Foreclosure Sale foreclosure sale A legal procedure by which a ­secured creditor causes the judicial sale of the secured real estate to pay a defaulted loan A debtor that does not make the required payments on a secured real estate transaction is in default All states permit foreclosure sales Under this method, the debtor’s default may trigger a legal court action for foreclosure Any party having an interest in the property—including owners of the property and other mortgagees or lienholders—must be named as defendants If the mortgagee’s case is successful, the court will issue a judgment that orders the real property to be sold at a judicial sale The procedures for a foreclosure action and sale are mandated by state statute Any surplus must be paid to the mortgagor Example Christine borrows $500,000 from Country Bank to buy a house Christine power of sale A power stated in a mortgage or deed that permits foreclosure without court proceedings and sale of the property through an auction (mortgagor) gives a mortgage to Country Bank (mortgagee), making the house collateral to secure the loan Later, Christine defaults on the loan Country Bank can foreclose on the property and follow applicable state law to sell the house at a judicial sale If the house sells for $575,000, the bank keeps $500,000 and must remit $75,000 to Christine Most state statutes permit the mortgagee-lender to recover the costs of the foreclosure and judicial sale from the sale proceeds before remitting the surplus to the mortgagor-borrower Most states permit foreclosure by power of sale, although this must be expressly conferred in the mortgage or deed of trust Under a power of sale, the # 154054   Cust: PEARSON   Au: Cheeseman  Pg No 288 Title: The Legal Environment of Business and Online Commerce C/M/Y/K Short / Normal / Long DESIGN SERVICES OF S4CARLISLE Publishing Services www.downloadslide.net CHAPTER 13  Credit, Secured Transactions, and Bankruptcy 289 procedure for that sale is provided in the mortgage or deed of trust itself No court action is necessary Some states have enacted statutes that establish the procedure for conducting the sale Such a sale must be by auction for the highest price obtainable Any surplus must be paid to the mortgagor Deficiency Judgment Some states permit a mortgagee to bring a separate legal action to recover a deficiency from the mortgagor If the mortgagee is successful, the court will award a deficiency judgment that entitles the mortgagee to recover the amount of the judgment from the mortgagor’s other property Example Kaye buys a house for $800,000 She puts $200,000 down and borrows $600,000 from a bank, which takes a mortgage on the property to secure the loan Kaye defaults, and when the bank forecloses on the property, it is worth only $500,000 There is a deficiency of $100,000 ($600,000 loan − $500,000 foreclosure sale price) The bank can recover the $100,000 deficiency from Kaye’s other property The bank has to bring a legal action against Kaye to so deficiency judgment A judgment of a court that permits a secured lender to recover other property or income from a defaulting debtor if the collateral is insufficient to repay the unpaid loan Antideficiency Statutes Several states have enacted statutes that prohibit deficiency judgments regarding certain types of mortgages, such as loans for the original purchase of residential property These statutes are called antideficiency statutes Antideficiency statutes usually apply only to first purchase money mortgages (i.e., mortgages that are taken out to purchase houses) Second mortgages and other subsequent mortgages, even mortgages that refinance the first mortgage, usually are not protected by antideficiency statutes antideficiency statute A statute that prohibits deficiency judgments regarding certain types of mortgages, such as those on residential property Example Assume that a house is located in a state that has an antideficiency statute Qian buys the house for $800,000 She puts $200,000 down and borrows $600,000 of the purchase price from First Bank, which takes a mortgage on the property to secure the loan This is a first purchase money mortgage Subsequently, Qian borrows $100,000 from Second Bank and gives a second mortgage to Second Bank to secure the loan Qian defaults on both loans, and when she defaults, the house is worth only $500,000 Both banks bring foreclosure ­proceedings to recover the house First Bank can recover the house worth $500,000 at foreclosure However, First Bank has a deficiency of $100,000 ($600,000 loan − $500,000 foreclosure sale price) Because of the state’s antideficiency statute, First Bank cannot recover this deficiency from Qian; First Bank can recover only the house in foreclosure and must write off the $100,000 loss Second Bank’s loan, a second loan, is not covered by the antideficiency statute Therefore, Second Bank can sue Qian to recover its $100,000 deficiency from Qian’s other property Right of Redemption The common law and many state statutes give the mortgagor the right to redeem real property after default and before foreclosure This right, called the right of redemption, requires the mortgagor to pay the full amount of the debt—that is, principal, interest, and other costs—incurred by the mortgagee because of the mortgagor’s default Redemption of a partial interest is not permitted On redemption, the mortgagor receives title to the property, free and clear of the mortgage debt Most states allow the mortgagor to redeem real property for a specified period (usually six months or one year) after foreclosure This is called the statutory period of redemption The following feature describes liens that contractors and laborers can obtain on real property # 154054   Cust: PEARSON   Au: Cheeseman  Pg No 289 Title: The Legal Environment of Business and Online Commerce C/M/Y/K Short / Normal / Long right of redemption A right that allows the mortgagor to redeem real property after default and before foreclosure It requires the mortgagor to pay the full amount of the debt incurred by the mortgagee because of the mortgagor’s default DESIGN SERVICES OF S4CARLISLE Publishing Services www.downloadslide.net 290 PART III  Contracts, Commercial Law, and E-Commerce Business Environment Construction Liens on Real Property Owners of real property often hire contractors, architects, and laborers (e.g., painters, plumbers, roofers, bricklayers, furnace installers) to make improvements to the real property The contractors and laborers expend the time to provide their services as well as money to provide the materials for the improvements Their investments are protected by state statutes that permit them to file a ­construction lien (also known as a mechanic’s lien) against the improved real property Construction liens are often called by more specific names, such as a supplier’s lien (also called material person’s lien) for those parties supplying materials, laborer’s lien for persons providing labor, and design professional’s lien for those parties providing architectural and design services The lienholder must file a notice of lien with the county recorder’s office in the county in which the real property subject to the lien is located When a lien is properly filed, the real property to which the improvements have been made becomes security for the payment of these services and materials In essence, the lienholder has the equivalent of a mortgage on the property If the owner defaults, the lienholder may foreclose on the lien, sell the property, and satisfy the debt plus interest and costs out of the proceeds of the sale Any surplus must be paid to the owner-debtor Mechanic’s liens are usually subject to the debtor’s right of redemption Most state statutes permit an owner of real property to have subcontractors, laborers, and material persons who will provide services or materials to a real property pro­ ject to sign a written release of lien contract (also called a lien release) releasing any lien they might otherwise assert against the property A lien release can be used by the property owner to defeat a statutory lienholder’s attempt to obtain payment Example Landowner, which owns an undeveloped piece of property, hires General Contractor, a general contractor, to build a house on the property General Contractor hires Roofing Company, a roofer, as a subcontractor to put the roof on the house When the house is complete, Landowner pays General Contractor the full contract price for the house but has failed to obtain a lien release from Roofing Company General Contractor fails to pay Roofing Company for the roofing work Roofing Company files a mechanic’s lien against the house and demands payment from Landowner Here, Landowner must pay Roofing ­Company for the roofing work; if Landowner does not, Roofing Company can foreclose on the house, have it sold, and satisfy the debt out of the proceeds of the sale To prevent foreclosure, Landowner must pay Roofing Company for its work Landowner ends up paying twice for the roofing work—once to General Contractor, the general contractor, and a second time to Roofing Company, the subcontractor Landowner’s only recourse is to sue General Contractor to recover its payment Example Suppose in the preceding example that Landowner obtained a lien release from Roofing Company, the subcontractor, before or at the time Landowner paid General Contractor, the general contractor If General Contractor fails to pay Roofing Company, the subcontractor, then Roofing Company could not file a lien against Landowner’s house because it had signed a lien release In this situation, Roofing Company’s only recourse would be to sue General Contractor to recover payment for its services Secured Transactions in Personal Property construction lien (mechanic’s lien) A contractor’s, laborer’s, supplier’s, or design professional’s statutory lien that makes the real property to which services or materials have been provided security for the payment of the services and materials personal property Tangible property, such as ­equipment, vehicles, furniture, and ­jewelry, as well as intangible ­property, such as securities, patents, trademarks, and copyrights Many items of personal property are purchased with credit rather than cash Because lenders are reluctant to lend large sums of money simply on the borrower’s promise to repay, many of them take a security interest in either the item purchased or some other personal property of the debtor The property in which a security interest is taken is called collateral Individuals and businesses purchase or lease various forms of tangible and intangible personal property Tangible personal property includes equipment, vehicles, furniture, computers, clothing, jewelry, and the like Intangible personal property includes securities, patents, trademarks, and copyrights When a creditor extends credit to a debtor and takes a security interest in some personal property of the debtor, it is called a secured transaction The secured party is the seller, lender, or other party in whose favor there is a security interest If the debtor defaults and does not repay the loan, generally the secured party can foreclose and recover the collateral # 154054   Cust: PEARSON   Au: Cheeseman  Pg No 290 Title: The Legal Environment of Business and Online Commerce C/M/Y/K Short / Normal / Long DESIGN SERVICES OF S4CARLISLE Publishing Services www.downloadslide.net CHAPTER 13  Credit, Secured Transactions, and Bankruptcy A two-party secured transaction occurs, for example, when a seller sells goods to a buyer on credit and retains a security interest in the goods Exhibit 13.4 ­illustrates a two-party secured transaction on credit Secured interest secured transaction A transaction that is created when a creditor makes a loan to a debtor in exchange for the debtor’s pledge of personal property as security Exhibit 13.4  TWO-PARTY SECURED TRANSACTION Sale of goods Buyer–Debtor 291 Seller–Lender Secured Creditor in the goods Example A farmer purchases equipment on credit from a farm equipment dealer The dealer retains a security interest in the farm equipment that becomes collateral for the loan This is a two-party secured transaction The farmer is the buyer-debtor and the farm equipment dealer is the seller-lender-secured creditor A three-party secured transaction occurs when a seller sells goods to a buyer who has obtained financing from a third-party lender (e.g., a bank) that takes a security interest in the goods sold Revised Article 9—Secured Transactions Article (Secured Transactions) of the Uniform Commercial Code (UCC) governs secured transactions in personal property Where personal property is used as collateral for a loan or the extension of credit, a resulting secured transaction is governed by Article of the UCC Revised Article (Secured Transactions) of the UCC, as promulgated by the ­National Conference of Commissioners on Uniform State Laws and the ­American Law Institute, became effective in 2001 Revised Article includes modern and ­efficient rules that govern secured transactions in personal property In ­addition, Revised Article contains many new provisions and rules that recognize the ­importance of electronic commerce Revised Article provides rules for the ­creation, filing, and enforcement of electronic secured transactions Since its r­ elease in 2001, all states have enacted Revised Article (Secured Transactions) as a UCC statute within their states Revised Article (Secured Transactions) An article of the Uniform Commercial Code that governs secured transactions in personal property Security Agreement Unless the creditor has possession of the collateral, there must be a security ­agreement signed by the debtor that creates a security interest in personal ­property to a creditor [Revised UCC 9-102(a)(73)] A security agreement must (1) describe the collateral clearly so that it can be readily identified; (2) contain the debtor’s promise to repay the creditor, including terms of repayment (e.g., interest rate, time of payment); (3) set forth the creditor’s rights on the debtor’s default; and (4) be signed by the debtor The debtor must have a current or future legal right in or the right to possession of the collateral The rights of the secured party attach to the collateral Attachment means that the creditor has an enforceable security interest against the debtor and can satisfy the debt out of the designated collateral [Revised UCC 9-203(a)] The Floating Lien Concept security agreement A written document signed by a debtor that creates a security interest in personal property attachment A situation in which a creditor has an enforceable security interest against a debtor and can satisfy the debt out of the designated collateral A security agreement may provide that the security interest attaches to property that was not originally in the possession of the debtor when the agreement was # 154054   Cust: PEARSON   Au: Cheeseman  Pg No 291 Title: The Legal Environment of Business and Online Commerce C/M/Y/K Short / Normal / Long DESIGN SERVICES OF S4CARLISLE Publishing Services www.downloadslide.net SUBJECT INDEX A Abnormal misuse of a product, 134 Abusive homestead exemptions, 299 Acceptance, 200, 209, 268–269 Acceptance-upon-dispatch rule, 210 Accommodation party, 296 Accord and satisfaction, 234 Accountant-client privilege, 162, 590 Accountants, 577 criminal liability of, 587–588 duties of, 577 ethics and, 587 liabilities of, 579–585 privilege and work papers of, 590 public, 577 Accounting about, 577v Generally Accepted Accounting Principles (GAAPs), 578 Generally Accepted Auditing Standards (GAASs), 578 malpractice (negligence), 580 public, 577–578 Sarbanes-Oxley Act and, 588–590 securities law violations, 585–587 standards and principles, 578–579 Accredited investor, 388 Act of monopolizing, 489 Act of state doctrine, 568–569 Action for an accounting, 317–318 Actual cause, 123 Actual contracts, 203 Actual fraud, 580 Actual malice, 118 Actus reus, 143 Adams, John, 57 Addison, Joseph, 418, 439 Additional terms, 268 Adjudged insane, 214 Administrative agencies, 13–14 about, 55, 56 defined, 13, 55 federal, 56 local, 56 powers of, 56–57 state, 56 Administrative dissolution, 369 Administrative employee exemption, 456 Administrative law, 55–58 administrative agencies, 56–57 administrative law judges, 57 cabinet-level departments, 56 Administrative law judges (ALJs), 57 Administrative orders, 14, 57 Administrative Procedure Act (APA), 57 Administrative rules and regulations, 13–14 Administrative subpoena, 57 Adolphus, J L., 115 Adulterated food, 504 Adverse opinion, 579 Adverse possession, 539–540 Affirmative action, 443 Affirmative action plan, 443 Affirmative defenses, 66, 433 AFL-CIO, 463 After-acquired property, 292 Age discrimination, 438–439 Age Discrimination in Employment in Employment Act (ADEA), 438 Age of majority, 213–214 Agency apparent, 407 defined, 403 dual, 410 employer–employee relationship, 404 express, 405 formation of, 405–407 fully disclosed, 415 implied, 3405 law, overview, 403 partially disclosed, 415 principal–agent relationship, 403–404 by ratification, 406 termination of, 418–420 undisclosed, 415–416 Agency shop agreements, 468 Agent, 408–410 Agents’ contracts, 230 Agreement, 200, 205 acceptance, 209 auctions, 207 mailbox rule, 210 mirror image rule, 210 objective intent, 205–206 remedies and, 276 offer requirements, 205 offer termination, 207–209 Agreement on Trade-Related Aspects of Intellectual Property Rights (TRIPS), 192 Aiders and abettors, 394 Air pollution about, 518 indoor, 518–519 national ambient air quality standards, 518 nonattainment areas, 518 sources of, 518 Air quality control regions (AQCRs), 518 Air rights, 532 Alderson, B., 122, 316 Alexander, Jason, 22 Alien corporations, 353 Alito, Samuel A., 44 Alter ego doctrine, 362–363 Alternative dispute resolution (ADR), 64, 77–80 arbitration, 77–78 arbitration procedure, 78 fact-finding, 77 judicial referee, 77 mediation, 79–80 mini-trial, 77 negotiation, 77 American Arbitration Association (AAA), 77 American Federation of Labor (AFL), 463 American Institute of Certified Public Accountants (AICPA), 578 Americans with Disabilities Act (ADA) (1990), 439–441, 546 Title I of, 439, 440 Title III of, 546 Americans with Disabilities Act Amendments Act (ADAAA) (2008), 439, 440, 546 Analytical School, Andean Community of Nations (CAN), 565 Anglo-Hindu law, 572 Annual percentage rate (APR), 509 Annual shareholders’ meetings, 361 Answer, 65–66 Antecedent debts, 319 Anticybersquatting Consumer Protection Act (ACPA) (1999), 258 Antideficiency statutes, 289 Antitrust Division, Department of Justice, 482 Antitrust injuries, 482 Antitrust laws about, 481 ethics and, 484 implied exemptions from, 496 state, 496 state action exemptions from, 496 statutory exemptions from, 496 Apparent agency (agency by estoppel), 407 Appeals, 75 Appellant, 75 Appellate courts, 38 Appellee, 75 Appropriate bargaining unit, 464 Arbitration, 77–78 binding, 78 of contract disputes, 240–241 defined, 240 electronic, 80–81 nonbinding, 78 procedure, 78 Arbitration clauses, 77 Arbitrator, 77 Area franchises, 341 Aristotle, Arraignment, 145–146 Arrearages, 358 Arrest, 144–145 warrantless, 145 Arrest warrant, 145 Arson, 150 Article (Sales), of UCC, 264–266 Article 2A (Leases), 266–267 Article I of U.S Constitution, 90, 296, 556 Article II of U.S Constitution, 44, 90, 556 Article III of U.S Constitution, 42, 44, 90 Article IV of U.S Constitution, 52 Articles of amendment, 332 Articles of Confederation, 89 Articles of dissolution, 368–369 Articles of general partnership, 316 Articles of incorporation, 354 Articles of limited partnership, 323 Articles of organization, 331–332 Artisan’s lien, 295 “As is” disclaimer, 279 ASEAN-China Free Trade Area (ACFTA), 563 ASEAN-India Trade Area (AIFTA), 564 ASEAN-Japan Comprehensive Economic Partnership, 564 ASEAN-Korea Free Trade Area (AKFTA), 564 ASEAN Plus Three, 563 Assault, 115 Assignee, 232 Assignment, 232 Assignor, 232 Associate Justices, 44–45 Association of Southeast Asian Nations (ASEAN), 563–564 Assumption of the risk, 128 656 # 154054   Cust: PEARSON   Au: Cheeseman  Pg No 656 Title: The Legal Environment of Business and Online Commerce C/M/Y/K Short / Normal / Long DESIGN SERVICES OF S4CARLISLE Publishing Services www.downloadslide.net SUBJECT INDEX Attachment, 291 perfection by, 294 Attachment jurisdiction, 52–53 Attorney–client privilege, 161–162 Attorney-in-fact, 405 Attractive nuisance doctrine, 127–128 Auctions, 207 with reserve, 207 without reserve, 207 Audit committee, 589–590 Auditor’s opinion, 579 Audits, 578–579 auditor’s opinion, 579 disclaimer of opinion, 579 Sarbanes-Oxley Act and, 589 Authorization express, 210 implied, 210 Authorized means of communication, 210 Authorized shares, 358–359 Automatic perfection rule, 294 Automatic stay, 298 Chapter 11, 302–303 B Backward vertical mergers, 492 Bail bond, 146 Bankruptcy about, 296 automatic stay, 298 business, 302–304 estate, 298–299 of General Motors Corporation, 303–304 personal, 299–302 procedure, 298 straight, 300 types of, 296–297 Bankruptcy Abuse Prevention and Consumer Protection Act (2005), 285, 297 Bankruptcy Code, 296–297 Bankruptcy courts, 298 Bankruptcy Reform Act (1978), 297 Bankruptcy trustee, 298 Bargained-for exchange, 210–211 Bargaining unit, 464 Barnum, P T., 502 Battery, 115–116 Battle of the forms, 269 Beecher, Henry Ward, 89, 170, 276, 301, 589 Beis Din, 570 Beneficiary, 287 Bentham, Jeremy, 24, 531 Berne Convention, 179, 192 Beyond a reasonable doubt, 141 Bicameral, 90 Bilateral contracts, 200–201 Bilateral treaty, 556 Bill of Rights, 97 amendments of, 97 freedom of religion, 102–103 freedom of speech, 97–102 Binding arbitration, 78 Black, Justice, 141 Blackburn, Justice, 225 Blackmail, 151 Blackman, Justice, 577 Blackstone, Sir William, 141 “Blue-sky” laws, 396 Blurring, 190 Boards of directors, 363–365 about, 350, 351, 363–364 e-communications and, 365 meetings and resolutions of, 364–365 Bona fide occupational qualification (BFOQ), 436–437 Bonds, 146, 359 Booking, 145 Borrower, 285 Bowen, Lord Justice, 364 BP oil spill, 522 Brandeis, Louis D., 463 Breach of contract, 234–235, 579, 585 Breach of the duty of care, 121 Brett, Judge, 311 Bribery, 151 Brougham, Henry Peter, 4, 264 Buildings, 531 Buller, Justice, 317 Burden of proof, 73, 141 Bureau of Competition, Federal Trade Commission, 482 Burger, Warren, 4, 577 Burglary, 149 Burke, Edmund, 414 Bush, George W., 44 Business bankruptcy, 302–304 Business crimes See White-collar crimes Business environment accounting firms operating as LLPs, 339 advantages of operating businesses as LLC, 337–338 artisan’s lien on personal property, 295 bankruptcy of General Motors Corporation, 303–304 common shipping terms, 271 construction liens on real property, 289 corporate criminal liability, 153 d.b.a trade name, 312 Delaware corporation law, 360 Delaware courts specialize in business disputes, 40–41 Facebook’s initial public offering, 380 modern rule permits limited partners to participate in management, 325 option contract, 209 right of survivorship of general partners, 320 S corporation election for federal tax purposes, 356 state right-to-work laws, 468 strict liability: defect in design, 132–133 UCC battle of the forms, 269 UCC written confirmation rule, 269 Worker Adjustment and Retraining Notification (WARN) Act, 471 Business ethics, 23–27 See also Ethics; Social responsibility of business ethical fundamentalism, 24 ethical relativism, 26 Kantian ethics, 25 outsourcing of U.S jobs, 29 Rawl’s social justice theory, 25–26 Sarbanes-Oxley act requires public companies to adopt code of ethics, 30 utilitarianism, 24–25 Business judgment rule, 367 Business premises, searches of, 159 Butler, Nicholas Murray, 350 Buyer in the ordinary course of business, 273, 294 Buyer’s remedies, 276 Bylaws, corporate, 354–356 C C.&F (cost and freight), 271 C corporations, 356 Callable preferred stock, 358 Cancelation, 185 Canon law, 571–572 Capital murder, 147 Cardozo, Chief Justice, 115, 159, 200, 555 Carroll, Lewis, 200 # 154054   Cust: PEARSON   Au: Cheeseman  Pg No 657 Title: The Legal Environment of Business and Online Commerce C/M/Y/K Short / Normal / Long 657 Case analysis, IRAC method, 16–17 Categorical imperative, 25 Causation in fact, 123 Caveat emptor, doctrine of, 276, 502 Celler-Kefauver Act (1950), 490 Central America Free Trade Agreement (CAFTA), 565 CEO and CFO certification, 368 Certificate of cancellation, 325 Certificate of dissolution, 369 Certificate of interest, 332 Certificate of limited partnership, 322–323 Certificate of trade name, 312 Certification marks, 186 Certified public accountant (CPA), 577 Cervantes Saavedra, Miguel de, 232 Chain of distribution, 131–132 Chain-style franchises, 340–341 Chancery (equity) courts, 10 Chang, Kenneth, 384 Changing conditions defense, 495 Channing, William Ellery, 464 Chapter (Liquidation) bankruptcy, 297, 298, 300, 301–302 Chapter 11 (Reorganization) bankruptcy, 297, 298, 302–304 automatic stay and, 302–303 confirmation of, 303 discharge of debts and, 303 executory contracts and, 303 plan of reorganization, 302 unexpired leases and, 303 Chapter 12 (Adjustment of Debts) bankruptcy, 297, 298 Chapter 12 (Adjustment of Debts of Family Farmer or Fisherman with Regular Income), 304 Chapter 13 (Adjustment of Debts of an Individual with Regular Income) bankruptcy, 301–302 discharge, 301 plan of payment, 301 Checks and balances, 90–91 Cheeseman, Henry R., 312 Chicago School (Law and Economics School), Chief executive officers (CEOs), 368, 589 See also Corporate officers Chief financial officers (CFOs), 368, 589 See also Corporate officers Chief Justice, 44 Child labor, 454 Child pornography, 100 Choice of forum clauses, 53, 567 Choice-of-law clauses, 53–54, 567 Christian law, 571–572 C.I.F (cost, insurance and freight), 271 Circuit (court), 43 Citizenship, as suspect class, 104 Civil actions, 384, 482 Civil damages, 482 Civil law, 11 Civil lawsuits, 171–172 Civil liability, 384–385, 390 Civil penalty, 391 Civil RICO, 153 Civil Rights Act (1866), 545 Section 1981 of, 4430 Civil Rights Act (1964), 95 affirmative action and, 443 Title VII of, 426–428, 436–437, 443 Civil rights laws, 545–546 Americans with Disabilities Act, 546 Civil Rights Act of 1866, 545 Fair Housing Act, 545–546 Class actions, 66–67 DESIGN SERVICES OF S4CARLISLE Publishing Services www.downloadslide.net 658 SUBJECT INDEX Clayton Act (1914), 481 Section of, 493 Section of, 482 Section of, 490–493 Section 16 of, 482 Clean Air Act (1963), 518 Clean Air Act Amendments (1990), 518 Clean Water Act, 12, 519–520 Cleveland, S Grover, 463 Clients, accountants’ liability to, 579–580 Clinton, William Jefferson “Bill,” 456 Closed shop agreements, 468 Closely held corporations, 353 Closing, real estate, 538 Closing arguments, 74 Code of ethics, 30 Co-debtor, 296 Coke, Sir Edward, 276, 351 Colgate doctrine, 488 Collateral, 285, 286, 290 Collective bargaining, 467–468 Collective bargaining agreement, 467 Collective membership marks, 186 Collins, Justice, 366 Color discrimination, 430 Colton, C C., 151 Coming and going rule, 412 Command School, 7–8, Commerce Clause, 93–96 e-commerce and, 96 Commercial activity exception, 569 Commercial paper, 387 Commercial speech, 99 Committee, 12–13 Common crimes, 147–150 arson, 150 burglary, 149 larceny, 149 murder, 147–148 receiving stolen property, 149–150 robbery, 149 theft, 149 Common securities, 378 Common stock, 357 Common stock certificates, 357 Common stockholders, 357 Communications Decency Act (1996), 250 Community property, 535–536 Comparative negligence, 129–130 Compelling interest, 443 Compensatory damages, 236 Competing with the corporation, 366 Competing with the principal, agents and, 410 Complaint, 65 Complete integration, 231 Complete performance (strict performance), 235 Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), 524 Compulsory subjects of collective bargaining, 467 Computer employee exemption, 457 Concurrent jurisdiction, 49 Concurrent ownership, 534–537 community property, 535–536 condominiums, 536 cooperatives, 537 joint tenancy, 534 tenancy by the entirety, 535 tenancy in common, 534–535 Concurring opinion, 46 Condition, 233 Condition precedent, 233 Condition subsequent, 233 Conditional promise, 233 Condominiums, 536 Conference committee, 12–13 Confidential information, agents and, 410 Confirmation of Chapter 11 plan of reorganization, 303 Confucius, 234 Conglomerate merger, 492 Congress, U.S., 12, 13, 15, 42, 90 Congress of Industrial Organizations (CIO), 463 Congressional Record, 12 Conscious parallelism, 488 Consent decree, 385, 482 Consent elections, 464 Consequential damages, 236 Consideration, 200 contracts lacking, 212–213 defined, 210–211 gift promise and, 211 illegal, 212 past, 212–213 Consolidated Omnibus Budget Reconciliation Act (COBRA), 457 Consolidation, 66 Conspicuous, 279 Constitution of the United States of America, 11 See also specific amendments about, 89–90 Article I of, 90, 296, 556 Article II of, 44, 90, 556 Article III of, 42, 44, 90 Article IV of, 52 Bill of Rights, 97 checks and balances, 90–91 Commerce Clause, 93–96 doctrine of separation of powers, 90 Dormant Commerce Clause, 96 Double Jeopardy Clause, 163 Due Process Clause, 97, 107 e-commerce and, 96 Equal Protection Clause, 5–6, 104–107 Establishment Clause, 102 federal question cases, 47 federalism and enumerated powers, 90 Foreign Commerce Clause, 94, 556 Free Exercise Clause, 102 freedom of religion, 102–104 freedom of speech, 97–102 Full Faith and Credit Clause, 52 interstate commerce, 94–95 Privileges and Immunities Clause, 108 state police power, 95 substantive due process, 107 Supremacy Clause, 92–93 Treaty Clause, 556 Constitutional Convention, 89 Construction liens, 290 Constructive fraud, 580 Consumer financial protection Consumer Financial Protection Act, 512 Consumer Leasing Act, 509 Dodd-Frank Wall Street Reform and Consumer Protection Act, 512 Equal Credit Opportunity Act, 511 Fair Credit and Charge Card Disclosure Act, 511–512 Fair Credit Billing Act, 509 Fair Credit Reporting Act, 510–511 Fair Debt Collection Practices Act, 511 Mortgage Reform and Anti-Predatory Lending Act, 512 Truth-in-Lending Act, 509 Consumer Financial Protection Act (2010), 512 Consumer Financial Protection Bureau, 508 Consumer goods, 294 Consumer Leasing Act, 509 # 154054   Cust: PEARSON   Au: Cheeseman  Pg No 658 Title: The Legal Environment of Business and Online Commerce Consumer Product Safety Act (CPSA) (1972), 506 Consumer Product Safety Commission (CPSC), 506 Consumer products, 279 Consumer protection about, 502 consumer financial protection, 508–512 food, drugs, and cosmetics safety, 502–506 food safety, 502 medical and health care protection, 506, 507 product and automobile safety, 506 unfair and deceptive practices, 507–508 Contemporary environment air rights, 532 cases heard by U.S Supreme Court, 47 conscious parallelism, 488 Consumer Financial Protection Bureau, 508 cost-benefit analysis of lawsuit, 72 criminal acts as the basis for tort actions, 144 d.b.a (doing business as), 312 Delaware courts specialize in hearing discharge of student loans in bankruptcy, 300 Do-Not-Call Registry, 508 English-only requirements in workplace, 431 Foreign Intelligence Surveillance (FISA) Court, 42 how a bill becomes a law, 12–13 indoor air pollution, 518–519 Jumpstart Our Business Startups (JOBS) Act: emerging growth company, 383 power of attorney, 405 process of choosing a U.S Supreme Court justice, 44–45 state right-to-work laws, 468 UCC firm offer rule, 268 UCC permits additional terms, 268 veterans and military personnel employment protections, 444 Contested elections, 464 Continuation agreement, 320 Continuation statement, 292–293 Contract liability of general partners, 319–320 of principals and agents, 414–416 Contracts actual, 203 agents’, 230 arbitration of disputes, 240–241 bilateral, 200–201 breach of, 234–235, 579, 585 capacity to contract, 213–215 choice-of-law clauses, 53–54 classifications of, 200–205 conditions and, 233 contrary to public policy, 216 contrary to law, 215 covenants and, 233 defenses to enforcement of, 200 defined, 199–200 destination, 270 electronic, 219 electronic lease, 270 electronic mail (e-mail), 248–249 electronic sales, 270 elements of, 200 ethics and, 204–205 exculpatory clause and, 216–217 executed, 203, 235 executory, 203, 228–229, 303 express, 203 first, 230 C/M/Y/K Short / Normal / Long DESIGN SERVICES OF S4CARLISLE Publishing Services www.downloadslide.net SUBJECT INDEX formal, 201–202 forum-selection clauses, 53–54 guaranty, 230–231 illegal, 215–216 implied-in-fact, 203 implied-in-law, 204 infancy doctrine and, 213–214 informal, 201–202 international, 280 intoxicated persons and, 214–215 involving interests in real property, 229–230 land sales, 288 lawful, 215 lease, 231, 266–270, 274–276 legality of, 215–217 legally enforceable, 199 mentally incompetent persons and, 214 no-arrival, no-sale, 271 objective theory of, 205–206 option, 209 original, 230–231 parol evidence rule, 231 parties to, 199 primary, 230 privity of, 585 quasi, 204 sales, 231, 264–266, 267–270, 274–276 second, 231 shipment, 270 signatures for, 231 third-party rights and, 232–233 unconscionable, 218–219 under seal, 202 unenforceable, 202–203 unilateral, 200–201 valid, 202–203 void, 202–203 voidable, 202–203 written, 231 Contractual capacity, 200 intoxicated persons and, 214–215 mentally incompetent persons and, 214 minors and, 213–214 Contributory negligence, 129–130 Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN-SPAM Act), 248, 249 Conventions, 556 Conversion right, 358 Convertible preferred stock, 358 Conveyance, 538 Cooling-off period, 469–470 Cooperatives, 537 Co-ownership, 534 Copyright registration certificate, 179 Copyright Revision Act (1976), 178 © symbol, 179 Copyright Term Extension Act (1998), 179 Copyrights about, 178 fair use doctrine, 182–183 infringement, 180–181 No Electronic Theft (NET) Act, 183–184 period, 179 registration of, 179 tangible writing and, 178–179 Corporate citizenship, 30–31 Corporate criminal liability, 153 Corporate e-communications, 365 Corporate management, 351 Corporate officers about, 350, 351, 365–366 duty of care and, 366–367 duty of loyalty and, 366 fiduciary duties of, 366–367 Corporation codes, 350 Corporations about, 350 alien, 353 boards of directors of, 350, 351, 356, 363–365 bylaws, 354–356 C, 356 characteristics of, 351 closely held, 353 criminal liability of, 153 dissolution of, 368–369 domestic, 353 e-communications of, 365 financing, 356–360 foreign, 353 incorporating, 353–356 international subsidiary, 370 liquidation of, 369 multinational, 370 nature of, 350–351 officers, 350, 351, 365–367 organizational meetings, 356 parent, 370 publicly held, 353 registered agents for, 354 S, 356 shareholders of, 351–352, 360–363 See also Shareholders termination, 369 transnational, 370 winding up, 369 Corpus Juris Civilis, 11 Co-signor, 296 Cost-benefit analysis, of lawsuit, 72 Cost justification defense, 495 Council of Ministers, EU, 561 Counterfeit Access Device and Computer Fraud and Abuse Act (CFAA), 154–155 Counteroffer, 207–208, 251, 268 Country domain names, 256–257 County recorder’s office, 287, 292, 539 Court of Appeals for the Federal Circuit, 43 Court of Chancery, 10 Court of chancery (Delaware), 360 Court of record, 38 Courts of appeal, 38 Covenants, 233 Coworker, harassment by, 433–434 Cram-down, 303 Creation of monopoly, 491 Credit, 285 secured, 285–286 unsecured, 285–286 Credit Card Accountability Responsibility and Disclosure Act (Credit CARD Act) (2009), 510 Credit report, 510 Creditor (lender), 285, 359 Crimes business, 150–153 classification of, 142 common, 147–150 cyber, 141, 154–155 defined, 141–144 general intent, 143 intent, 143–144 nonintent, 144 parties to a criminal action, 142 specific intent, 143 white-collar, 141, 150–153 Criminal act (actus reus), 143 Criminal conspiracy, 153 # 154054   Cust: PEARSON   Au: Cheeseman  Pg No 659 Title: The Legal Environment of Business and Online Commerce C/M/Y/K Short / Normal / Long 659 Criminal fraud, 151 Criminal intent (mens rea), 143 Criminal law cybercrime and See Cybercrime definition of crime, 141–144 introduction to, 141 Criminal liability of accountants, 587–588 corporate, 153 Section 24 of the Securities Act of 1933 and, 385 Section 32 of the Securities and Exchange Act of 1934 and, 385 Criminal procedure, 144–147 arraignment, 145–146 arrest, 144–145 criminal trial, 147 indictment, 145 information, 145 Criminal RICO, 152–153 Critical Legal Studies School, Critical legal thinking, 15–16 defining, 16 IRAC method, 16–17 Socratic method, 16 Supreme Court and, 15, 17–18 Critical legal thinking case class action waiver, 80 eminent domain, 548 endangered species, 525 labor union picketing, 470–471 proximate cause, 124 Cross-complainant, 66 Cross-complaints, 66 reply, 66 Cross-defendant, 66 Cross-examination, 73 Crossover workers, 469 Crowdfunding, 386–387 Cruel and unusual punishment, 163 Cumulative dividend right, 358 Cumulative preferred stock, 358 Cumulative voting, 362 Cybercrime, 141, 154–155 Cyberpiracy, 170 Cyberspace See also Digital law jurisdiction in, 55 privacy in, 254–255 Cybersquatting, 257–259 D Damages compensatory, 236 consequential, 236 foreseeable, 236 liquidated, 236–237 mitigation of, 237–238 monetary, 235–238 special, 236 Dangerous speech, 100 Darrow, Clarence, 143, 412 d.b.a (doing business as), 312 Death penalty, 163, 164 Debentures, 359 Debt collectors, 511 Debt securities (fixed income securities), 359 Debtor (borrower), 285, 359 Deceit See Intentional misrepresentation Decertification elections, 465 Decree of dissolution, 369 Deed of trust, 287 Deeds, 538–539 Defamation of character, 117–118 Defamatory language, 100 Default, 288–289, 295 Default judgment, 65 DESIGN SERVICES OF S4CARLISLE Publishing Services www.downloadslide.net 660 SUBJECT INDEX Defective formation, of limited partnership, 323 Defects in design, 132–133 failure to warn, 133 in manufacture, 132 in packaging, 133 Defendant, 49, 142 Defense attorney, 142 Defense of Marriage Act (DOMA), 105–106 Defenses affirmative, 66, 433 changing conditions, 495 to contract enforcement, 200 due diligence, 384, 585 employer’s, to charge of sexual harassment, 433 meeting the competition, 495 to monopolization, 490 against negligence, 128–130 to price discrimination, 495 to product liability, 133–135 to a Section action, 493 to a Title VII action, 436–437 Deficiency judgment, 289, 295 Degree of control, 417 Delaware Court of Chancery, 40–41 Delaware General Corporation Law, 360, 365 Deponents, 68 Depositions, 68 Design defect, 132–133 Design patent, 177–178 Destination contracts, 270 Dharmasastra, 572 Digital law Anticybersquatting Consumer Protection Act, 258 corporate e-communications, 365 crowdfunding and funding portals, 386–387 Digital Millennium Copyright Act, 184 e-commerce and the Commerce Clause, 96 electronic contracts and licenses, 219 Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 251 the Internet and identity theft, 154 offensive electronic communications constitute sexual and racial harassment, 435 overview of, 15 top-level domain names, 256 Uniform Computer Information Transactions Act, 252 Digital Millennium Copyright Act (DMCA), 184 Dillon, John F., 22 Direct examination, 73 Direct price discrimination, 494 Directors duty of care and, 366–367 duty of loyalty and, 366 fiduciary duties of, 366–367 inside, 364 meetings and resolutions of, 364–365 outside, 364 Disabilities, discrimination and, 439–441 Disaffirm, 213 Discharge by agreement, 234 Chapter bankruptcy, 300 Chapter 11 bankruptcy, 303 Chapter 13 bankruptcy, 301 by impossibility of performance, 234 of student loans in bankruptcy, 300 Disclaimer of opinion, 579 Discovery, 68–69 Discrimination age, 438–439 color, 430 defined, 425 disparate-impact, 428 disparate-treatment, 427 equal opportunity and, overview, 425 Equal Protection Clause and, 104 gender, 431–432 gender identity, 432 genetic information, 441–442 national origin, 430–431 pay, 437–438 people with disabilities, 439–441 pregnancy, 432 race, 428–429 religious, 435–436 reverse, 443 sex-plus, 431 sexual harassment, 433, 434–435 Disgorgement, 391 Disparagement, 118 Disparate-impact discrimination, 428 Disparate-treatment discrimination, 427 Disposable income, 301 Disraeli, Benjamin, 301, 430, 546 Dissenting opinion, 46 Dissolution administrative, 369 articles of, 368–369 certificate of, 369 continuation of general partnership after, 320 of corporations, 368–369 decree of, 369 distribution of assets upon, 320 of general partnership, 319–321 judicial, 369 of limited partnership, 325–326 voluntary, 368–369 wrongful, 319–320 Distinctive marks, 187 Distribution of assets of general partnership, 320 Distribution of assets of limited partnerships, 326 Distributional interest, 332 Distributorship franchises, 340 District, 42 District of Columbia Circuit, 42 Diversity of citizenship, 47–48 Dividend preference, 357 Dividends, 362 Division of markets (market sharing), 485 Dodd-Frank Wall Street Reform and Consumer Protection Act (2010), 508 Dollar damages, 236 Domain names, 255–259 for corporations, 353 country, 256–257 cybersquatting on, 257–259 extensions for, 255–256 registration of, 255 top-level, 255–256 Domestic corporations, 353 Domestic LLCs, 332 Dominant party, 228 Dominican Republic–Central America Free Trade Agreement (DR–CAFTA), 565 Do-Not-Call Registry, 508 Dormant Commerce Clause, 96 Double Jeopardy Clause, 163 Double taxation, 356 Douglas, Justice William O., 6, 10 Drucker, Peter, 469 # 154054   Cust: PEARSON   Au: Cheeseman  Pg No 660 Title: The Legal Environment of Business and Online Commerce Drug Amendment to the FDCA, 505–506 Dual agency, agents and, 410 Dual-purpose mission, 412 Due diligence defense, 384, 585 Due Process Clause, 97, 107 Dunne, Finley Peter, 75 Durable power of attorney, 405 Duress, 228 Duty ethics, 25 Duty of care, 120–121 breach of, 121 for directors and officers, 366–367 Duty of loyalty agents and, 409–410 for directors and officers, 366–367 LLCs and, 337 Duty to account, agents and, 409 Duty to compensate, principals and, 407–408 Duty to cooperate, principals and, 408 Duty to indemnify, principals and, 408 Duty to notify, agents and, 409 Duty to perform, agents and, 408–409 Duty to reimburse, principals and, 408 E Eaher, M R Lord, 227 E-arbitration, 80–81 Easements, 541–542 by adverse possession, 541 by grant, 541 by implication, 541 by necessity, 541 by prescription, 541 by reservation, 541 EB-1 visas, 472, 474 E-commerce See Electronic commerce (e-commerce) E-communications, 364, 435 Economic Espionage Act (EEA), 172 Economic injury, 227 E-contracts, 199, 219 E-courts, 74–75 EDGAR, 386 E-dispute resolution, 64, 80–81 Effective date, 380 Effects on interstate commerce test, 94 E-filing, 75 Eighth Amendment, of U.S Constitution, 163 Einstein, Albert, 15, 589 Eisenhower, Dwight D., 438 E-lease contracts, 270 Electoral College, 90 Electronic agents, 252, 270 Electronic arbitration, 80–81 Electronic commerce (e-commerce), 199, 219, 247 Commerce Clause and, 96 Constitution and, 96 web contracts and, 250–252 Electronic communications (e-communications) corporate, 365 offensive, sexual harassment and, 435 Electronic Communications Privacy Act (ECPA), 254–255 exceptions to, 254–255 Electronic contracts (e-contracts), 199, 219 Electronic courts, 74–75 Electronic dispute resolution, 64, 80–81 Electronic filing, 75 Electronic financing statements, 295 Electronic initial public offerings (e-initial public offerings, e-IPOs), 386–387 Electronic lease (e-lease) contracts, 270 Electronic licensee (e-license), 254 C/M/Y/K Short / Normal / Long DESIGN SERVICES OF S4CARLISLE Publishing Services www.downloadslide.net SUBJECT INDEX Electronic licenses (e-licenses), 199, 219, 252–254 Electronic licensor (e-licensor), 254 Electronic mail contracts (e-mail contracts), 248–249 Electronic mail (e-mail), 199, 248 sexual harassment and, 435 Electronic mediation, 80–81 Electronic records, 270 Electronic sales (e-sales) contracts, 270 Electronic secured (e-secured) transactions, 295 Electronic securities (e-securities) transactions, 385–387 Electronic securities exchanges, 385–386 Electronic signatures (e-signatures), 251, 252, 270 Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 251, 252 Electronic stock market, 385 E-license, 254 E-licenses, 199, 219, 252–254 E-licensor, 254 Ellington, Judge, 540 E-mail, 199, 248, 345 E-mail contracts, 248–249 Embezzlement, 150 E-mediation, 80–81 Emerging growth companies (EGCs), 383, 384 Emerson, Ralph Waldo, 403 Eminent domain, 547–548 Employer lockouts, 469–470 Employer questions, ADA limits, 440 Employment discrimination, 425 See also Discrimination Employment law, 450 Employment-related injury, 450–451 Employment Retirement Income Security Act (ERISA), 457–458 En banc review, 43 Endangered species, 525 Endangered Species Act (1973), 525 Engagement, 579 English common law, 9–10 Entrepreneurship, 311–312 Entrustment rule, 273 Enumerated powers, 90 Environmental impact statement (EIS), 516–517 Environmental protection about, 516 air pollution, 518–519 endangered species, 525 hazardous waste, 523, 524 international, 526 nuclear waste, 524 ocean pollution, 522 radiation pollution, 524 Safe Drinking Water Act, 521 state laws, 526 thermal pollution, 521 toxic substances, 523–524 water pollution, 519–522 wetlands, 521 Environmental Protection Agency (EPA), 516 Environmental protection laws, 516 Equal Credit Opportunity Act (ECOA), 511 Equal Employment Opportunity Commission (EEOC) about, 425 ADA and, 439 complaint process, 426 Lilly Ledbetter Fair Pay Act of 2009, 426 Equal opportunity in employment about, 425 affirmative action and, 443 defenses to a Title VII action, 436–437 discrimination and, 428–432, 435–436, 438–442 See also Discrimination EEOC and, 425–426 Equal Pay Act and, 437–438 harassment and, 432–435 protection from retaliation and, 442–443 Title VII of the Civil Rights Act of 1964 and, 426–428 veterans and military personnel employment protections, 444 Equal Pay Act (1963), 437–438 Equal Protection Clause, 5–6, 104–107 Equitable remedies, 238–240 chancery (equity) courts, 10 injunction, 239 reformation, 239 specific performance, 238 Equity (chancery) courts, 10 Equity dignity rule, 230 Equity securities (stock), 356–357 Error of law, 75 E-sales contracts, 270 E-secured transactions, 295 E-securities exchanges, 385–386 E-securities transactions, 385–387 Esher, M R Lord, 227 E-signatures, 251, 252, 270 Establishment Clause, 102 Estate pour autre vie, 533 Estates in land, 532–533 Estoppel, 407 Ethical fundamentalism, 24 Ethical relativism, 26 Ethics See also Business ethics accountants’ duty to report a client’s illegal activity, 587 agent’s duty of loyalty, 410–411 BP oil spill, 522 Coca-Cola Employee tries to sell trade secrets to Pepsi-Cola, 172 Credit CARD Act, 510 duties owed by U.S companies to workers in foreign countries, 232–233 high-tech companies settle antitrust charges, 484 implied-in-fact contract prevents unjust result, 203–204 knockoff of trademark goods, 187 law and, 22 McDonald’s coffee too hot, 121–122 murder conviction upheld on appeal, 148–149 Plant Closing Act, 471 restaurants required to disclose calories of food items, 504–505 Sarbanes-Oxley Act improves corporate governance, 368 Sarbanes-Oxley act requires public companies to adopt code of ethics, 30 shareholder resolutions, 363 Stop Trading on Congressional Knowledge (STOCK) Act, 377, 378, 394 Whistleblower Statute, 24 Euro, 561–562 European Union (EU) about, 560–561 administration, 561 antitrust law, 497 euro, 561–562 European Union Commission, 561 Eurozone, 561–562 Eviction proceeding, 544 Exclusionary rule, 157 Exclusive agency contract, 405 # 154054   Cust: PEARSON   Au: Cheeseman  Pg No 661 Title: The Legal Environment of Business and Online Commerce C/M/Y/K Short / Normal / Long 661 Exclusive license, 253 Exclusive remedy, 451 Exculpatory clause, 216–217 Executed contracts, 203, 235 Executive branch (president), 11, 90 Executive exemption, 456 Executive orders, 13 Executive powers, 57 Executory contracts, 203, 228–229, 303 Exempt property, 298–299 Exempt securities, 387 Exempt transactions, 387–389 Express agency, 405 Express authorization, 210 Express contracts, 203 Express warranties, 276–277 Ex-ship, 271 Extortion, 151 Extortion under color of official right, 151 F Fact-finding, 77 Failing company doctrine, 493 Failure to warn, 133 Fair and Accurate Credit Transactions Act (2003), 511 Fair Credit and Charge Card Disclosure Act, 511–512 Fair Credit Billing Act (FDBA), 509 Fair Credit Reporting Act (FCRA), 510 Fair Debt Collection Practices Act (FDCPA), 511 Fair Employment Practices Agency (FEPA), 426 Fair Housing Act (1968), 545–546 Fair Labor Standards Act (FLSA) (1938), 454–456 child labor, 454 minimum wage, 454–455 minimum wage and overtime pay exemptions, 456 overtime pay, 455 Fair play, 50 Fair use doctrine, 182–183 False and deceptive advertising, 507–508 False and misleading labeling, 504 False imprisonment, 116 False pretenses, 151 Family and Medical Leave Act (FMLA) (1993), 457 F.A.S (free alongside ship) port of shipment, 271 F.A.S (vessel) port of shipment, 271 Federal administrative agencies, 56 Federal antitrust statutes, 481 Clayton Act, 481, 482 Federal Trade Commission Act, 481 government actions, 482 private actions, 482 Robinson-Patman Act, 481 Sherman Act, 481 Federal Arbitration Act (FAA), 77, 78 Federal Bureau of Investigation (FBI), 42, 180 Federal court system, 42–44 jurisdiction of, 48–49 special federal courts, 42 U.S courts of appeals, 43 U.S district courts, 43 Federal government, 89 Federal Insurance Contributions Act (FICA), 458 Federal Patent Statute, 173 Federal question cases, 47 Federal Trade Commission (FTC), 13, 248, 482, 495, 507, 508 DESIGN SERVICES OF S4CARLISLE Publishing Services www.downloadslide.net 662 SUBJECT INDEX Federal Trade Commission Act (FTC Act) (1914), 481, 495–496, 507–508 Section of, 495, 507–508 Federal Trademark Dilution Act (FTDA), 190 Federal Unemployment Tax Act (FUTA), 458 Federal Water Pollution Control Act (FWPCA) (1948), 519 Federalism, 90 Fee simple absolute, 533 Fee simple defeasible (qualified fee), 533 Felonies, 142 Felony murder rule, 148 Fictitious business name statement (certificate of trade name), 312 Fiduciary duty, agent’s, 409 Fifteenth Amendment, of U.S Constitution, 17 Fifth Amendment, of U.S Constitution, 107, 159, 547 attorney–client and other privileges of, 161–162 immunity from prosecution, 162 Miranda rights, 159–160 privilege against self-incrimination, 159–162 protection against double jeopardy, 163 Final judgment, 74 Financial Accounting Standards Board (FASB), 578 Financial statements, unaudited, 580 Finding of fact, 75 Firm offer rule, of UCC, 268 First Amendment, of U.S Constitution, 97, 99–100, 101–102 First-degree murder, 144 First purchase money mortgages, 289 First-to-file rule, 176 First-to-invent rule, 176 Fixed income securities, 359 Fixtures, 532 Floating lien, 290–291 Flow-through taxation, 317, 331 F.O.B (free on board) place of destination, 271 F.O.B (free on board) point of shipment, 271 Food, Drug, and Cosmetic Act (FDCA), 503, 504 Drug Amendment to, 505–506 Medicinal Device Amendment, 506 Food, drugs, and cosmetics safety, 502–506 food labeling, 504 regulation of cosmetics, 506 regulation of drugs, 505–506 regulation of food, 504 regulation of medicinal devices, 506 Food, regulation of, 504 Food and Drug Administration (FDA), 504, 506 Force majeure clause, 234 Foreclosing competition, 492 Foreclosure sale, 288–289 Foreign affairs about, 555 Foreign Commerce Clause, 556 Treaty Clause, 556 Foreign Commerce Clause, 94, 556 Foreign corporations, 353 Foreign Corrupt Practices Act (FCPA), 371 Foreign Intelligence Surveillance (FISA) Court, 42 Foreign Intelligence Surveillance Court of Review (FISCR), 42 Foreign LLCs, 332 Foreign Sovereign Immunities Act (FSIA), 569 exceptions to, 569 Foreseeability standard, 584 Foreseeable damages, 236 Forgery, 150 Form 1040 U.S Individual Tax Return, 314 Form 2553, IRS, 356 Form I-9 “Employment Eligibility Verification,” 474 Form U-7, SCOR, 382–383 Formal contracts, 201–202 Forum-selection clauses, 53–54 Forward vertical mergers, 492 Fourteenth Amendment, of U.S Constitution, 97, 104–107 Fourth Amendment, unreasonable search and seizure, 156–159 France, Anatole, Franchise agreements, 341 Franchisee, 340 international, 341 liability of, 342–343 Franchises, 340 international, 341 types of, 340–341 Franchisor, 340 international, 341 liability of, 342–343 Francis, Justice, 264 Frank, Judge Jerome, Franklin, Benjamin, 285, 293, 336, 410, 417 Fraud of accountants, 580, 585 actual, 580 constructive, 580 in contracts, 227–228 criminal, 151 Internet, 154 mail, 151–152 wire, 151–152 Fraudulent misrepresentation See Fraud Fraudulent transfers, 299 Fraudulently obtained goods, 273–274 Free Exercise Clause, 102–103 Free transferability of shares, 350 Freedom of religion, 102–103 Freedom of speech, 97–102 fully protected speech, 98–99 limited protected speech, 99 unprotected speech, 100–102 Freehold estate, 533–534 fee simple absolute, 533 fee simple defeasible, 533 life estate, 533 Freely transferable, 350 French Civil Code of 1804 (Napoleonic Code), 11 Friedman, Milton, 28 Frolic and detour, 412 Frost, Robert, 73, 539 Full Faith and Credit Clause, 52 Full warranty, 279 Fuller, Thomas, 118, 142, 218 Fully disclosed agent, 415 Fully disclosed principal, 415 Fully protected speech, 98–99 Fundamental rights, 104 Funding portals, 386–387 Future advances, 291 Future interests, 537 G Gap-filling rule, 267 Gates, Bill, 55 Gender discrimination, 431–432 as protected class, 104 Gender identity discrimination, 432 General Agreement on Tariffs and Trade (GATT), 566 # 154054   Cust: PEARSON   Au: Cheeseman  Pg No 662 Title: The Legal Environment of Business and Online Commerce General Assembly, UN, 558 General duty standard, 453 General intent crime, 143 General-jurisdiction trial courts, 38 General Motors Corporation, bankruptcy of, 303–304 General partners contract liability of, 319–320 defined, 315 incoming, liability of, 319 liability of outgoing, 321 in limited partnerships, 321–322 personal liability of, in limited partnerships, 324 right of survivorship of, 321 tort liability of, 318 General partnership (ordinary partnership), 315–321 agreement, 316 articles of, 316 dissolution of, 319–321 formation of, 315–316 naming of, 316 right to an accounting, 317–318 right to participate in management, 317 right to share in profits, 317 taxation of, 317 General power of attorney, 405 General warranty deed (grant deed), 538 Generally Accepted Accounting Principles (GAAPs), 578 Generally Accepted Auditing Standards (GAASs), 578 Generally known dangers, 133–134 Generic names, 188–189 Genetic information discrimination, 441–442 Genetic Information Nondiscrimination Act (GINA), 442 Genuineness of assent, 200, 225–228 Geographical market extension merger, 492 George, Henry, 450 German Civil Code of 1896, 11 Getty, J Paul, 77 Gibson, William, 247 Gift promises, 211 Gilbert, William S., 64 Ginsburg, Ruth Bader, 75 Gladstone, W E., 94 Global law about, 555 Association of Southeast Asian Nations, 563–564 bribes paid by U.S companies in foreign countries, 371 British legal system, 76 Christian and canon law, 571–572 civil law system of France and Germany, 11 Command School of jurisprudence in Cuba, conducting business in Russia, 32 contract law in China, 220 European Union, 560–562 European Union antitrust law, 497 France does not impose the death penalty, 164 Hindu law—dharmasatra, 572 human rights violations in Myanmar, 109 international dispute resolution, 567–570 international environmental protection, 526 international franchising, 341 International Monetary Fund, 565, 566 international protection of intellectual property, 192 international religious law, 570–572 C/M/Y/K Short / Normal / Long DESIGN SERVICES OF S4CARLISLE Publishing Services www.downloadslide.net SUBJECT INDEX international strategic alliances, 344 the Internet in foreign countries, 259 Islamic law and Qur’an, 571 Jewish law and the Torah, 570 judicial system of Japan, 58 North American Free Trade Agreement, 562–563 outsourcing of U.S jobs to foreign countries, 29 regional organizations, 564–565 solving tribal disputes, Mali, West Africa, 81 United Nations, 557–560 United Nations Biosafety Protocol for Genetically Altered Foods, 505 United Nations Children Fund (UNICEF), 556, 557 United Nations Convention on Contracts for the International Sale of Goods (CISG), 280 United States and foreign affairs, 555–557 World Bank, 559–560 World Trade Organization, 566–567 Goddard C J R., Lord, 121 Going and coming rule, 412 Going public, 379 Goldwyn, Samuel, 233 Good faith exception, 157 Good faith purchaser for value, 273 Good faith subsequent lessee, 273 Good Samaritan Laws, 128 Goods consumer, perfection and, 294 defined, 265 entrustment rule, 273–274 fraudulently obtained, 273–274 identification of, 269–270 sale of by nonowners, 272–274 stolen, 272 vs services, 266 Government judgments, effect of, 482 Grand jury indictment, 145 Grant deed, 538 Grantee, 538 Grantor, 538 Gratuitous promises, 211 Gross negligence, 126–127, 580 Group boycotts (refusal to deal), 485–486 Guarantor, 231, 296 Guaranty arrangements, 296 Guaranty contracts, 231–232 Guilty plea, 146 H H-1B visas, 472, 473 Halakhah, 570 Hand, Justice Learned, 227 Harassment about, 432 classification of harasser, 432–433 defined, 432 racial and national origin, 434 sexual, 434–435 Hart-Scott-Rodino Antitrust Improvement Act (HSR Act), 493 Hazardous waste, 523, 524 Health Care Reform Act (2010), 507 Herbert, George, 267, 285, 288 Herschell, Lord, 502 Highest state courts, 38 Highly compensated employee exemption, 456 Hindu law, 572 Historical School, Holmes, Oliver Wendell, 25, 162 Holmes, Oliver Wendell, Jr., 225 Holt, Lord Chief Justice, 234 Homestead exemption, 298–299 abusive, 299 Homicide, 147–148 Horizontal mergers, 492–493 Horizontal restraint of trade, 483, 486 Hostile work environment, 432 House of Representatives, U.S., 12, 90 Howey test, 379 Human rights violations, 109 Hung jury, 147, 163 I Identification of goods, 269–270 Identity (ID) theft, 154 Identity Theft and Assumption Deterrence Act, 154 Illegal consideration, 212 Illegal contracts, 215–216 Illegal strikes, 469 Illegal subjects of collective bargaining, 467 Illusory promise, 212 Immigration law, 472–474 Immigration Reform and Control Act (IRCA), 474 Immunity from prosecution, 162 Impaneled, 73 Implied agency, 405 Implied authorization, 210 Implied exemptions, 496 Implied-in-fact contracts, 203 Implied-in-law contracts, 204 Implied warranty of fitness for human consumption, 278 for a particular purpose, 278 Implied warranty of habitability, 545 Implied warranty of merchantability, 277–278 Impossibility of performance (objective impossibility), 234 Imputed knowledge, 409 Inaccessibility exception, 465 Incidental beneficiary, 232 Incoming general partners, liability of, 319 Incorporation doctrine, 97 Indenture agreements, 359–360 Independent contractors defined, 416 factors determining status of, 417 liability for contracts of, 418 liability for torts of, 417 principal–independent contractor relationship, 404 Indian Gaming Regulatory Act, 94 Indictment, 145 Indirect price discrimination, 494–495 Individual with regular income, 301 Indoor air pollution, 518–519 Infancy doctrine, 213–214 Inferior performance (material breach), 236 Inferior trial court, 37 Informal contracts, 201–202 Information, 145 Information Infrastructure Protection Act (IIP Act), 154 Information rights, 252–254 Inherently dangerous activities, 417 Initial public offerings (IPOs), 379–385 about, 379 civil liability and, 384–385 criminal liability and, 385 electronic, 386 Facebook’s IPO, 380–382 IPO on-ramp, 383 JOBS Act and, 383 prospectus, 380–382 registration statement, 379–380 Regulation A offering, 382 # 154054   Cust: PEARSON   Au: Cheeseman  Pg No 663 Title: The Legal Environment of Business and Online Commerce C/M/Y/K Short / Normal / Long 663 sale of unregistered securities, 382 SEC actions under Securities Act of 1933, 385 well-known seasoned issuer, 383–384 Injunction, 239, 385, 391 Injury, 122, 227 Innocent misrepresentation, 414 In personam jurisdiction, 49 In rem jurisdiction, 52 Insane but not adjudged insane, 214 Insecticide, Fungicide, and Rodenticide Act (1947), 523 Inside directors, 364 Insider trading, 391–394 Insider Trading Sanctions Act, 391 Intangible rights, 170 Intellectual property, 170–171, 192 See also Copyrights; Domain names; Patents; Trademarks; Trade secrets Intended third-party beneficiary, 232 Intent crimes, 143–144 Intent to deceive, 226 Intentional infliction of emotional distress, 119 Intentional misrepresentation, 118–119, 227, 414 See also Fraud Intentional torts, 115–120 liability for, 412–414 Intermediate appellate courts, 38 Intermediate scrutiny test, 104 Intermittent strikes, 469 Internal Revenue Code, 331 Internal Revenue Service, 331 Internal union affairs, 471 International Accounting Standards Board (IASB), 578 International Court of Justice (ICJ), 560 International Fund for Agricultural Development (IFAD), 559 International law, 555 See also Global law International Monetary Fund (IMF), 559, 565, 566 International subsidiary corporations, 370 Internet (Net) defined, 247 in foreign countries, 259 World Wide Web, 247–248 Internet Corporation for Assigned Names and Numbers (ICANN), 256 Internet service providers (ISPs), 247, 249 InterNIC, 255 Interrogatories, 69 Interstate commerce, 94–95 Intervention, 66 Intoxicated person, 214–215 Intrastate commerce, 94 Intrastate offering exemption, 388 Intrusive actions, 97 Invasion to the right to privacy, 117 Investment bankers, 379 Investment contracts, 379 Involuntary manslaughter, 148 Involuntary petition, 298 IRAC method, 16–17 Islamic law (Shari’a), 571 Issued shares, 358–359 Issuer, 379 J Jefferson, Thomas, 49, 102, 170, 317, 436 Jewish law, 570 Johnson, Lyndon B., 428 Joint and several liability, 318, 586 Joint liability, 318 Joint tenancy, 534 Joint venture, 344 Joint venture corporation, 344 DESIGN SERVICES OF S4CARLISLE Publishing Services www.downloadslide.net 664 SUBJECT INDEX Judgment notwithstanding the verdict (judgment n.o.v.), 74 Judgment-proof, 286 Judicial authority, 56 Judicial branch (courts), 11, 90 Judicial decisions, 14–15 Judicial dispute resolution, 64 Judicial dissolution, 370 Judicial referee, 77 Judicial review, 57 Jumpstart Our Business Startups (JOBS) Act of 2012, 377, 378, 382, 383, 384, 386 Jurisdiction choice of forum clauses, 53, 567 choice-of-law clauses, 53–54, 567 concurrent, 49 in cyberspace, 55 in personam (personal), 49 in rem, 52 of federal courts, 47–49 quasi in rem (attachment), 52–53 of state courts, 48–49 of U.S Supreme Court, 45 Jurisprudence, Jurisprudential thought, schools of, 6–8 Jury deliberation, 74 Jury instructions, 74 Jury trial, 72–73 Just Compensation Clause, 547 K Kagan, Elena, 45 Kant, Immanuel, 25 Kantian ethics, 25 Keller, Helen, 441 Kennedy, Justice, Kickback, 151 Kirby, J Michael, 427 Kyoto Protocol, 526 L Labor law, 463–464 See also Agency law; Equal opportunity in employment Labor Management Relations Act (1947), 464 Labor Management Reporting and Disclosure Act (1959), 464 Labor’s “bill of rights,” 471 Land, 531 Land pollution, 522–524 Land sales contract, 288 Land use regulation, 531 Landlord, 543 Landlord-tenant relationships, 543–545 Landmark law adoption of English common law in the United States, 10 Americans with Disabilities Act, 439 Bankruptcy Abuse Prevention and Consumer Protection Act, 297 Civil Rights Act of 1866, 430 endangered species, 525 federal antitrust statutes, 481 Federal Arbitration Act, 78 federal labor law statutes, 463–464 federal securities laws, 377–378 Health Care Reform Act of 2010, 507 Magnuson-Moss Warranty Act, 279 Superfund, 524 Landrum-Griffin Act (1959), 464 Title I of, 471 Lanham (Trademark) Act (1946), 6–7, 184 Lapse of time, 208–209 Larceny, 149 Law See also Digital law defined, ethics and, 22 fairness of, flexibility of, functions of, history of American, 9–11 priority of, in U.S., 15 sources of U.S., 11–15 what is, 3–5 Law and Economics School (Chicago School), Law courts, 10 Law Merchant, 10 Lawful contracts, 215 Lawful object, 200 Lazarus, Emma, 474 Leahy-Smith America Invents Act (AIA), 176, 178 Learned Hand, Judge, Learned professional exemption, 456 Lease defined, 266–267 ordinary, 271 unexpired, 303 Lease contracts, 231, 266–270 remedies for breach of, 274–276 Leasehold estate (leasehold), 543 Legal benefit, 211 Legal case analysis, IRAC method, 16–17 Legal cause, 123–124 Legal detriment, 211 Legal entity, 351 Legal heritage, Legal person, 351 Legal value, 210–211 Legally enforceable contracts, 199 Legislative branch, 90 Legislative branch (Congress), 11 Lender, 285 Lender-creditor, 287 Lessee, 266, 276, 543 Lessor, 266, 275, 543 Letter of credit, 202 Liability See also Criminal liability; Limited liability; Personal liability of accountants to clients, 579–580 of accountants to third parties, 580–585 of franchisors and franchisees, 343–343 joint and several, 318, 586 of managers, 334–335 of member tortfeasor, 335 proportionate, 586 without fault, 130–131 Libel, 118 Licensee, 253, 340, 343 Licenses, 57, 253 Licensing, 343–344 Licensing agreement, 254 Licensing arrangement, 253 Licensor, 253, 340, 343 Lien release, 290 Life estate, 533 Life tenant, 533 Lilly Ledbetter Fair Pay Act (2009), 426 Limited-jurisdiction trial courts, 37–38 Limited liability of limited partners, 324 of shareholders, 351–352 Limited liability companies (LLCs) about, 330 advantages of operating businesses as, 337–338 agency authority to bind to contracts, 336 distributional interest and, 332 domestic, 332 duty of loyalty owed to, 337 foreign, 332 formation of, 331 # 154054   Cust: PEARSON   Au: Cheeseman  Pg No 664 Title: The Legal Environment of Business and Online Commerce liability of managers, 334–335 liability of members, 333–334 liability of member tortfeasor, 335 management of, 335–337 no fiduciary duty and, 337 operating agreements for, 332 taxation of, 331 Limited liability company codes, 330 Limited liability of members of LLCs, 333–334 Limited liability partnership codes, 338 Limited liability partnerships (LLPs) about, 338 accounting firms as, 338 articles of, 338 public accounting and, 577–578 Limited partners, 321–322 liability of, 338–339 limited liability of, 324 personal guarantee of, 324 Limited partnerships (special partnerships), 321–326 agreement, 323 defective formation of, 323 dissolution of, 325–326 formation of, 322–323 management of, 324–325 Limited power of attorney, 405 Limited protected speech, 99 Limited warranty, 279 Limited warranty deed, 538 Lincoln, Abraham, 173 Line of commerce, 490–491 Liquidated damages, 236–237, 276 Liquidated damages clause, 236 Liquidation preferences, 357–358 Litigation, 64 See also Pretrial litigation process Living wage laws, 455 Local administrative agencies, 56 Locke, John, 3, 25 Long-arm statute, 50–52 M MacMillan, Lord, 30 MacNaghten, Lord, 320 Madison, James, 214, 330 Magistrate’s information statement, 145 Magnuson-Moss Warranty Act, 279 Mail fraud, 151–152 Mailbox rule, 210 Maine, Sir Henry, 199 Maitland, Frederic William, 353 Majority decision, 45 Mala in se crimes, 142 Mala prohibita, 142 Malicious prosecution, 119–120 Malins, Vice Chancellor, 311 Malpractice, 580 Manager-managed LLC, 335–336 Mansfield, Lord C J., 230 Manslaughter, 148 Marine Protection, Research, and Sanctuaries Act (1972), 522 Market extension merger, 492 geographical, 492 product, 492 Market sharing, 485 Marks, 184 distinctiveness and, 187 registration of, 184–185 secondary meaning and, 187 types of, 185–186 Marshall, John, 350 Mass layoffs, 471 Material breach, 236 Maximizing profits, 28 C/M/Y/K Short / Normal / Long DESIGN SERVICES OF S4CARLISLE Publishing Services www.downloadslide.net SUBJECT INDEX Maximum resale prices, 486 McCulloch, J R., 534 Mead, Margaret, 516 Means test, 300 Mechanic’s lien, 290 Median income test, 300 Mediation, 79–80 electronic, 80–81 Mediator, 79 Medicinal Device Amendment to FDCA, 506 Meeting the competition defense, 495 Member-managed LLC, 335, 336 Members, 330 Mens rea, 143, 144 Mental disorders, 440 Mental examination, 69 Merchant courts, 10 Merchant protection statutes, 116 Mercosur, 565 Mergers, 490–493 See also Clayton Act (1914) backward vertical, 492 conglomerate, 492 forward vertical, 492 horizontal, 491–492 market extension, 492 premerger notification, 493 Military personnel, employment protections, 444 Mineral rights, 531 Minimum contacts, 51 Minimum resale prices, 486 Minimum wage, 454–455 exemptions from, 456 Mini–public offering, 382 Mini-trial, 77 Minors, 213–214 Miranda rights, 159–161 Mirror image rule, 210, 268 Misappropriate of the right to publicity, 117 Misappropriation of trade secret, 171–172 Misappropriation theory, 393–394 Misdemeanors, 142 Misrepresentation of a material fact, 227 Misuse of confidential information, agents and, 410 Mitigate, 237 Mitigation of damages, 237–238 Mixed sale, 266 Mobile sources of air pollution, 518 Model Business Corporation Act (MBCA), 350–351 Modification, contracts, 231 Monetary damages, 235–238 Money laundering, 152 Money Laundering Control Act, 152 Monopolization, 488–490 attempts and conspiracies, 490 creation of, 491 defenses, 490 Monopoly power, 489 Moral minimum, 29–30 Moral theory of law, Mortgage, 286–287 antideficiency statutes, 289 default, 288–289 deficiency judgment, 289 foreclosure sale, 288–289 nonrecording of a, 287–288 note and deed of trust, 287 recording statutes, 287–288 right of redemption, 289 satisfaction of a, 287 Mortgage Reform and Anti-Predatory Lending Act (2010), 512 Mortgagee, 286 Mortgagor, 286 Moses, 330 Motion for judgment on the pleadings, 70 Motion for summary judgment, 71 Motivation test, 413 Multilateral treaty, 556 Multinational corporations, 370 Murder, 147–148 Musmanno, Justice, 14 Mutual mistake of a material fact, 225–226 Mutual mistake of value, 226 Mutual rescission, 234 N Napoleonic Code, 11 National ambient air quality standards (NAAQS), 518 National Association of Securities Dealers Automated Quotation System (NASDAQ), 383, 385, 386 National Conference of Commissioners on Uniform State Laws, 219, 247, 252, 315 National courts, 567–572 National Environmental Policy Act (NEPA) (970), 516–517 National Labor Relations Act (1935), 12, 463 Section of, 464 Section 8(a) of, 466 Section 8(b) of, 466 National Labor Relations Board (NLRB), 464 National origin discrimination, 430–431 harassment based on, 434 as suspect class, 104 National Security Agency (NSA), 42 Native Americans, commerce with, 93–94 Natural Law School, Necessaries of life, 214 Negligence See also Special negligence doctrines of accountants, 580 comparative, 129–130 contributory, 129–130 defenses against, 128–130 directors and officers and, 367 doctrine of, 410–411 gross, 126–127 ordinary, 128 partial comparative, 130 per se, 125 special doctrines, 125–128 unintentional torts, 120–124 Negligent homicide, 148 Negligent infliction of emotional distress, 125 Negotiable instruments, 202 Negotiation, 77 Net See Internet (Net) Nevada Gaming Commission, 215 New York Stock Exchange (NYSE), 383, 385 No-arrival, no-sale contract, 271 No Electronic Theft (NET) Act (1997), 183–184 Noerr doctrine, 488 Nolo contendere, 146, 482 Nonaccredited investors, 388 Nonattainment areas, 518 Nonbinding arbitration, 78 Nonconforming uses, 546 Nonconvertible preferred stock, 358 Noncumulative preferred stock, 358 Noncumulative voting, 362 Nonintent crimes, 144 Nonissuer exemption, 387–388 Nonjudicial dispute resolution, 64 Nonobvious, 175 # 154054   Cust: PEARSON   Au: Cheeseman  Pg No 665 Title: The Legal Environment of Business and Online Commerce C/M/Y/K Short / Normal / Long 665 Nonparticipating preferred stock, 358 Nonpossessory interests, 541 Nonprice vertical restraints, 487 Nonrecording of a mortgage, 287–288 Nonredeemable preferred stock, 358 Norris-LaGuardia Act (1932), 463 North American Free Trade Agreement (NAFTA), 562–563 No-strike clause, 469 Not guilty plea, 146 Note, 287, 359 Notice of appeal, 75 Notice of termination, 419 Novation agreement (novation), 234 Novel, 174 Nuclear Regulatory Commission (NRC), 524 Nuclear waste, 524 Nuclear Waste Policy Act (1982), 524 Nutrition Labeling and Education Act (NLEA), 504 NYSE Euronext, 385 O Obama, Barack, 44–45 Objective impossibility, 234 Objective theory of contracts, 205–206 Obligee, 232 Obligor, 232 Obscene speech, 100 O’Connor, Sandra Day, 79 Occupational safety, 452–454 Occupational Safety and Health Act (1970), 452 Occupational Safety and Health Administration (OSHA), 452 general duty standard, 453 specific duty standards, 452 Ocean pollution, 522 Offensive speech, 99 Offeree, 199 counteroffer by, 207–208 rejection of an offer by, 207 Offering circular, 382 Offering statement, 382 Offeror, 199 revocation of an offer by, 207 Offers acceptance and, 209–210 agreement and, 200 auctions and, 207 mailbox rule, 210 requirements of, 205 termination of, 207–209 Officers, corporate See Corporate officers Oil Pollution Act (1990), 522 Older Workers Benefit Protection Act (OWBPA), 438 One-year rule, 230 Open assortment term, 267 Open delivery term, 267 Open payment term, 267 Open price term, 267 Open terms, 267 Open time term, 267 Opening brief, 75 Opening statements, 73 Option contracts, 209 Orders (administrative), 14 Ordinances, 13 Ordinary lease, 271 Ordinary negligence, 128 Organization of the Petroleum Exporting Countries (OPEC), 564 Organizational meetings, 356 Original contracts, 230 Orwell, George, 525 DESIGN SERVICES OF S4CARLISLE Publishing Services www.downloadslide.net 666 SUBJECT INDEX Osceola, 94 Outgoing partners, liability of, 321 Outside directors, 364 Outside sales representative exemption, 456 Outsourcing, 29 Outstanding shares, 358–359 Overtime pay, 454 exemptions from, 456 Owner-debtor, 287 P Paley, William, 199 Parent–child privilege, 162 Parent corporations, 370 Partial comparative negligence, 130 Partial strikes, 469 Partially disclosed agency, 415 Partially disclosed principal, 415 Participating preferred stock, 358 convertible, 358 redeemable, 358 Partnership at will, 319 Partnership for a term, 319 Part performance, doctrine of, 229–230 Past consideration, 212–213 Patent application, 173 Patent Cooperation Treaty (PCT), 192 Patent number, 173–174 Patent pending, 173 Patent Trial and Appeal Board (PTAB), 173 Patents about, 172–173 application for, 173 design, 177 infringement, 177 provisional application for, 173 requirements for obtaining, 174–176 subject matter for, 174 time period for, 176–177 U.S Court of Appeals for the Federal Circuit, 173 utility, 174 Patient Protection and Affordable Health Care Act (2010), 507 Section 4205 of, 504–505 Pay discrimination, 437–438 Payoff, 151 Penal codes, 141–142 Penalty, 237 People with disabilities, discrimination against, 439–441 Perfection by attachment, 294 automatic, 294 by filing a financing statement, 292–293 by possession of collateral, 292, 293–294 by purchase money security interest in consumer goods, 292, 294 of security interest, 292–293 Performance inferior, 236 specific, 238 substantial, 235 tender of, 235 Period of minority, 213 Periodic tenancy, 544 Permissive subjects of collective bargaining, 467 Perpetual existence, 350 Per se rule, 483 Personal bankruptcy, 299–302 Personal guarantee, of limited partners, 324 Personal jurisdiction, 49 Personal liability of general partner, 318 of sole proprietor, 313 Personal property artisan’s liens on, 295 defined, 290 intangible, 290 secured transactions in, 290–295 tangible, 290 Peter, Irene, 385 Petition, 298 Petition for certiorari, 45 Petitioner, 75 Physical examination, 69 Physiological impairment, 440 Picketing, 470–471 See also Strikes secondary-boycott, 470 Piercing the corporate veil doctrine, 363–363 Pitt, William, 15 Plaintiff, 49, 65, 142 Plaintiff’s case, 73 Plan of payment, 301 Plan of reorganization, 302 Plant Closing Act (1988), 471 Plant closings, 471 Plant life and vegetation, 532 Plato, Plea, 146 Plea bargain, 147 Plea bargain agreement, 147 Pleadings, 64–68 answer, 65–66 class actions, 66–67 complaints, 65 consolidation, 66 cross-complaints, 66 intervention, 66 replies, 66 statute of limitations, 68 summons, 65 Plurality decision, 46 Point sources of water pollution, 519–520 Police power, 95 Post-grant review, 173 Pound, Roscoe, 5, 267 Power of attorney, 405 Power of sale, 288–289 Precedent, 14 Predatory pricing, 489 Preemption doctrine, 92 Preexisting duty, 212 Preferred stock certificates, 357 Preferred stockholders, 357 Preferred stock, 357–358 convertible, 358 cumulative, 358 nonconvertible, 358 noncumulative, 358 nonparticipating, 358 nonreedemable, 358 participating, 358 redeemable (callable), 358 Pregnancy Discrimination Act (1978), 432 Pre-issuance challenge, 173 Preliminary prospectus, 380 Present possessory interest, 532 Presumed innocent until proven guilty, 141 Pretext, 428 Pretrial litigation process about, 64 discovery, 68–69 pleadings, 64–68 pretrial motions, 70–71 settlement conference, 72 Price discrimination, 493–495 defenses to, 495 # 154054   Cust: PEARSON   Au: Cheeseman  Pg No 666 Title: The Legal Environment of Business and Online Commerce direct, 494 indirect, 494–495 Price fixing, 484 Priest/rabbi/minister/imam–privilege, 162 Primarily liable, 296 Primary contracts, 230 Principal defined, 403 duties of, 407–408 fully disclosed, 415 partially disclosed, 415 undisclosed, 415–416 Principal–agent relationship, 403–404 Principal–independent contractor relationship, 404, 416 Priority of claims, 294 Private placement exemption, 388–389 Private Securities Litigation Reform Act of 1995, 586 Privilege against self-incrimination, 159–162 Privileges and Immunities Clauses, 108 Privity of contracts, 585 Probability of a substantial lessening of competition, 491 Probable cause, 144–145, 156 Procedural administrative law, 56 Procedural due process, 107 Processing plant franchises, 340 Product and automobile safety, 506 Product disparagement, 118 Product liability, 130–135 defenses to, 133–135 Product market extension merger, 492 Product safety standards, 506 Production of documents, 69 Proof of claim, 298 Proof of interest, 298 Proportionate liability, 586 Proposed additions, 268 Prosecutor, 142 Prospectus, 380 Protected class, 104 Provisional application, 173 Proximate cause, 123–124 Proxy, 361 Prudon, Theodore H M., 473 Psychiatrist/psychologist–patient privilege, 162 Psychological disorders, 440 Public accountants, 577 Public accounting about, 577 firm registration, 589 limited liability partnerships, 577–578 Sarbanes-Oxley Act and, 588–589 Public Company Accounting Oversight Board (PCAOB), 589 Public defender, 142 Public domain, 179 Public figure, 118 Public jury trial, right to, 163 Publicly held corporations, 353 Puffing, 277 Punitive damages, 132, 428 Purchase money security interest, 294 Puzo, Mario, 316 Q Qualified fee, 533 Qualified immunity, 569 Qualified individual with a disability, 440 Qualified opinion, 579 Qualified promise, 233 Quasi contracts, 204 Quasi in rem jurisdiction, 52–53 C/M/Y/K Short / Normal / Long DESIGN SERVICES OF S4CARLISLE Publishing Services www.downloadslide.net SUBJECT INDEX Quesnay, Franỗois, 531 Quid pro quo sex discrimination, 431 Quiet title action, 539 Qui tam lawsuits, 24 Quitclaim deed, 538–539 Quorum of board of directors, 361–362 Qur’an, 571 R Race discrimination, 428–429 harassment based on, 434, 435 as suspect class, 104 Racketeer Influenced and Corrupt Organizations Act (RICO), 152–153 civil, 152 criminal, 152–153, 588 Racketeering activity, 152–153 Radiation pollution, 524 Railway Labor Act (1926), 464 Rational basis test, 105 Rawl’s social justice theory, 25–26 Real estate sales contract, 538 Real property air rights, 532 contracts involving interests in, 229–230 construction liens on, 290 defined, 531 fixtures, 532 lands and buildings, 531 plant life and vegetation, 532 security interests in, 286–290 subsurface rights, 531 transfer of ownership of, 538–539 Reasonable accommodation for disability, 440 for religion, 435–436 Reasonable person standard, 121 Reasonable professional standard, 121 Rebuttal, 73–74 Receiving stolen property, 149–150 Recognizance, 202 Reconveyance, 287 Record, 74, 295 Recording statute, 539 Recording statutes, 287–288 Redeemable preferred stock (callable preferred stock), 358 Redemption right of, 289 statutory period of, 289 Reformation, 239 Refusal to deal, 485–486 Registered agent, 354 Registration of a copyright, 179 Registration statement, 379–380, 585 ® symbol, 185 Regular meetings of boards of directors, 364–365 Regulation A, 382 Regulation Z, 509 Regulations, 378 Regulatory statutes, 141–142 Rejection of an offer, 207 Rejoinder, 73–74 Release of liability clause, 216–217 Release of lien (lien release), 290 Relevant geographical market, 489 Relevant product or service market, 489 Reliance on a misrepresentation, 226–227 Religious discrimination, 435–436 Religious Freedom Restoration Act of 1993 (RFRA), 103–104 Religious laws, 570–572 Christian law, 571–572 Hindu law, 572 Islamic law, 571 Jewish law, 570 Remainder, 537 Remainder beneficiary, 537 Remittitur, 74 Reorganization bankruptcy, 302–304 Replacement workers, 469 Reply, 66 Repossession, 295 Requirements, patent, 174–175 Resale price maintenance (vertical price fixing), 486 Resale restrictions, 382 Rescind, 229 Rescission, 235 Res ipsa loquitur, 126 Resource Conservation and Recovery Act (RCRA), 523 Respondeat superior, 410 Respondent, 75 Responding brief, 75 Restatement (Second) of Agency Section 1(1) of, 403 Section of, 416, 417 Restatement (Second) of Contracts, 205 Section 30 of, 210 Restatement (Second) of Torts, 119, 199 Section 522 of, 582–584 Restraints of trade, 482–488 See also Sherman Act (1890) division of markets, 485 group boycotts, 485–486 horizontal, 483, 486 nonprice vertical, 487 price fixing, 484 resale price maintenance, 486 unilateral refusal to deal, 488 vertical, 486, 487 Restricted immunity, 569 Restricted securities, 389 Retaliation, 442–443 Reverse discrimination, 443 Reverse engineering, 171 Reversion, 537 Revised Article (Secured Transactions), of UCC, 291–295 Revised Model Business Corporation Act (RMBCA), 350–351 Revised Uniform Limited Liability Act (RULLCA), 331 Revised Uniform Limited Partnership Act (RULPA), 322, 325–326 Revised Uniform Partnership Act (RUPA), 315 Revocation of an offer, 207 Right of redemption, 289 Right of survivorship, 320, 534 Right to a public jury trial, Right to control, 417 Right to participate in management, 317 Right to participate in profits, 358 Right to share in the profits, 317 Right to sue letter, 426 Right-to-work laws, 468 Risk of loss, 270–272 Robbery, 149 Roberts, John G., Jr., 44 Robinson-Patman Act (1930), 481, 494 Section 2(a) of, 494, 495 Section 2(b) of, 495 Rogers, Will, 331 Roll, Chief Justice, 298 Romano-Germanic civil law system, 11 Roosevelt, Theodore, 350, 516 Rothschild, Nathaniel Mayer, 377 # 154054   Cust: PEARSON   Au: Cheeseman  Pg No 667 Title: The Legal Environment of Business and Online Commerce C/M/Y/K Short / Normal / Long 667 Rousseau, Jean-Jacques, 25 Rule 10b5-1, 394 Rule 144, 389 Rule 147, 388 Rule 504, 389 Rule 506, 388 Rule making, 56 Rule of reason, 483 Rules (regulations), 378 S S corporations, 356, 357 Safe Drinking Water Act (1974), 521 Sale defined, 265 foreclosure, 288–289 of goods by nonowners, 272–274 mixed, 266 power of, 288–289 of real estate, 538 Sale proceeds, 292 Sales contracts, 231, 264 formation of, 267–270 remedies for breach of, 274–276 Same-gender harassment, 434 Same-sex harassment, 434 Sarbanes Oxley Act (2002) (SOX) about, 350 accounting and, 588–590 code of ethics for public companies, 30 corporate governance and, 367–368 emerging growth companies and, 383 ethics and, 368 SEC and, 368, 391 Section 406 of, 30 Satisfaction, mortgage, 287 Schedule C (Profit or Loss from Business), 314 Scienter (“guilty mind”), 119, 227, 390 Scope of employment, 410 Scott, Sir Walter, 3, 270 Search and seizure, 156–159 Search warrants, 156 Second contract, 231 Second-degree murder, 148 Secondarily liable, 296 Secondary-boycott picketing, 470 Secondary meaning, 187 Secret profit, 366 Secretariat, UN, 558–559 Secretary of state, 292 SEC Rule 10b-5, 586 Section of Sherman Act, 482–486 Section 2, of Clayton Act, 494–495 Section 2(a), of Robinson-Patman Act, 494, 495 Section of Sherman Act, 488–490 Section 2(b), of Robinson-Patman Act, 495 Section 3, of Clayton Act, 493 Section of Clayton Act, 482 Section 5, of Federal Trade Commission Act, 495, 507–508 Section of the Securities Act (1933), 379 Section 7, of Clayton Act, 490–493 defenses to, 493 Section of NLRA, 464 Section 8(a), of NLRA, 466 Section 8(b), of NLRA, 466 Section 10A of Securities Exchange Act (1934), 586, 587 Section 10(b) insiders, 391 Section 10(b) of Securities Exchange Act (1934), 586 Section 11 of Securities Act (1933), 384 Section 11(a) of Securities Act (1933), 586–587 DESIGN SERVICES OF S4CARLISLE Publishing Services www.downloadslide.net 668 SUBJECT INDEX Section 12 of Securities Act (1933), 384–385 Section 16(a) of Securities Exchange Act (1934), 394–395 Section 16(b) of Securities Exchange Act (1934), 395 Section 16 of Clayton Act, 482 Section 18(a) of Securities Exchange Act (1934), 586 Section 30 of Restatement (Second) of Contracts, 210 Section 32 of Securities Exchange Act (1934), 391, 588–589 Section 101 of the Uniform Securities Act, 588 Section 102(a) of the Uniform Computer Information Transactions Act, 252, 253 Section 105(a) of the Uniform Computer Information Transactions Act, 252 Section 114 of the Uniform Computer Information Transactions Act, 252 Section 303, of RULPA, 325 Section 307 of the Uniform Computer Information Transactions Act, 253 Section 406 of Sarbanes-Oxley Act, 30 Section 522, Restatement (Second) of Torts, 582–584 Section 701 of the Uniform Computer Information Transactions Act, 252 Section 1981 of Civil Rights Act (1866), 430 Section 4205, of Patient Protection and Affordable Care Act, 504–505 Section of the country, 491 Secured credit, 286 Secured creditor, 286 Secured party, 286 Secured transactions in personal property, 290–295 Revised Article 9, of UCC, 291–295 three-party, 291 two-party, 291 Securities aiders and abettors, 394 defined, 378–379 exempt from registration, 387 insider trading and, 391–394 law, 377–378 law violations, accountants, 585–587 misappropriation theory, 393–394 restricted, 389 short-swing profits and, 394–394 tipper-tippee liability and, 392–393 trading in, 390–396 unregistered, sale of, 382 Securities Act (1933), 12 about, 377, 378 accountants and, 585–586 civil liability under Section 11 of, 384 civil liability under Section 12 of, 384–385 criminal liability under Section 24 of, 385 crowdfunding and, 387 initial public offerings, 379–385 intrastate offering exemption, 388 nonissuer exemption, 387–388 private placement exemption, 388–389 SEC actions under, 385 Section of, 379 Section 11 of, 384–385 Section 11(a) of, 586–587 Section 12 of, 384–385 Securities and Exchange Commission (SEC) about, 13, 378 actions under Securities Act of 1933, 385 actions under Securities and Exchange Act of 1934, 390–391 registration statement filing, 585 Rule 10b5-1, 394 Rule 144, 389 Rule 147, 388 Rule 504, 389 Rule 506, 388 Sarbanes-Oxley Act and, 368, 391 shareholder resolutions and, 363 Securities Exchange Act (1934) about, 377, 378, 390 accountants and, 586 civil liability under, 390 crowdfunding and, 387 Rule 10b-5 of, 390 SEC actions under, 390–391 Section 10A of, 586, 587 Section 10(b) of, 390, 394, 586 Section 16 statutory insider, 394–395 Section 16(a) of, 394–395 Section 16(b) of, 395 Section 18(a) of, 586 Section 32 and criminal liability under, 391, 588–589 shareholder resolutions and, 363 Security agreement, 291 Security Council, UN, 558 Security interests, 285, 286–290 perfection of, 292–293 Seizure, 156–159 Self-dealing, 366, 410 Self-Employment Contributions Act, 458 Self-incrimination, 159–162 Seller’s remedies, 275 Senate, U.S., 11, 12, 90 Seneca, Lucius Annaeus, 303 Separate property, 536 Sequestered, 73 Service marks, 185, 341 Service of process, 49, 50, 65 Servient party, 228 Settlement, real estate, 538 Settlement agreement, 77 Sex discrimination, 431–432 Sex-plus discrimination, 431 Sexual harassment, 432, 433–434 employer’s defense to charge of, 433 offensive e-mails and, 435 Shakespeare, William, 141, 300, 395, 403, 419 Shareholders, 360–363 defined, 338 dividends, 362 limited liability of, 351–352 meetings for, 361 piercing the corporate veil, 363–363 quorum and vote required, 361–362 resolutions, 363 Sherman Act (1890), 481 Section (restraints of trade) of, 482–486 Section (monopolization) of, 488–490 summary, 489 Shipment contracts, 270 Shipping terms, commonly used, 271 Shopkeeper’s privilege, 116 Shoplifting, 116 Short-swing profits, 394–395 Sick building syndrome, 519 Simple contracts, 202 Sit-down strikes, 469 Sixth Amendment, of U.S Constitution, 163 Slander, 118 Slander of title, 118 SM symbol, 185 Small claims courts, 38 Small company doctrine, 493 Small Company Offering Registration (SCOR), 382–383 Small offering exemption, 389 # 154054   Cust: PEARSON   Au: Cheeseman  Pg No 668 Title: The Legal Environment of Business and Online Commerce Smith, Adam, 481, 490 Social contract theory, 25–26 Social justice theory, 25–26 Social responsibility of business about, 28 corporate citizenship, 30–31 maximizing profits, 28 moral minimum, 29–30 stakeholder interest, 30 Social Security, 458 Social Security Administration, 458 Sociological School, Socrates, 16, 324 Socratic method, 16 Software licensing, 250–252 Sole proprietors, 312 unlimited personal liability of, 313 Sole proprietorship, 312–318 creation of, 213 taxation of, 314 Solon, 237 Sophocles, 132, 580 Sotomayor, Sonia, 44–45 South and Central American Regional Economic Areas, 565 Sovereign immunity, doctrine of, 569 Spam, 248 Special appearance, 49 Special federal courts, 42 Special meetings of boards of directors, 364 Special negligence doctrines, 125–128 See also Negligence assumption of the risk, 125 attractive nuisance doctrine, 127–128 Good Samaritan laws, 128 gross negligence, 126–127 negligence per se, 125–126 negligent infliction of emotional distress, 125 professional malpractice, 125 res ipsa loquitur, 126 Special partnerships, 321 Special power of attorney, 405 Special shareholders’ meetings, 361 Special warranty deed (limited warranty deed), 538 Specific duty standards, 452 Specific intent crimes, 143 Specific performance, 238 Speedy Trial Act, 163 Spouse–spouse privilege, 162 Stakeholder interest, 30 Standing to sue, 50 Stanton, Elizabeth Cady, 425 Stare decisis, doctrine of, 14 State action exemptions, 496 State administrative agencies, 56 State antitrust laws, 496 State constitutions, 11 State court systems, 37–41 general-jurisdiction trial courts, 38 highest state court, 38 intermediate appellate courts, 38 jurisdiction of, 48–49 limited-jurisdiction trial courts, 38–39 State implement plans (SIPs), 518 State securities laws, 396 State statutes, 13 State supreme courts, 38 Statement of opinion (puffing), 277 Stationary sources of air pollution, 518 Statute of Frauds, 229–231, 251, 269 See also Contracts; Fraud Statute of limitations, 68 Statutes, 12 Statutes of repose, 135 C/M/Y/K Short / Normal / Long DESIGN SERVICES OF S4CARLISLE Publishing Services www.downloadslide.net SUBJECT INDEX Statutorily defined securities, 378 Statutory exemptions, 496 Statutory period of redemption, 289 Stevens, Justice, 247, 548 Stock, 356–357 common, 357 preferred, 357–358 Stolen goods, 272 Stone, Harlan Fiske, 213, 450 Stop Trading on Congressional Knowledge (STOCK) Act, 377, 378, 394 Story, Joseph, 25 Stowell, Lord, 201 Straight bankruptcy, 300 Straight (noncumulative) voting, 362 Strategic alliance, 344 international, 344 Strict liability, 130–135, 433, 524 Strict performance, 235 Strict scrutiny test, 104 Strikes See also Picketing cooling-off period, 469–470 crossover and replacement workers, 469 defined, 468 employer lockets, 469–470 illegal, 469 intermittent, 469 no-strike clause, 469 partial, 469 sit-down, 469 violent, 469 wildcat, 469 Stuart, John, 24 Subassignee, 232 Subchapter S Corporation, 356, 357 Subchapter S Revision Act, 356 Subcommittee, 12 Subfranchisor, 341 Submission agreement, 77 Subsequent assignee, 232 Substantial justice, 50 Substantial performance, 235 Substantive administrative law, 56 Substantive due process, 107 Substantive rules, 56 Subsurface rights, 531 Sullivan, Judge, 213 Summons, 65 Superfund, 524 Super-priority liens, 295 Supervening event, 134 Supervisor, harassment by, 433 Supramajority voting requirement, 362 Supremacy Clause, 92–93 Supreme Court of the United States See United States Supreme Court Supreme courts, state, 38 Surety (co-debtor) arrangements, 296 Surface rights, 531 Suspect class, 104 T Taft-Hartley Act, 464, 468 Taking possession of the collateral, 295 Takings Clause, 547 Tangible writing, 178–179 Tarnishment, 190 Tax preparation, 588 Tax Reform Act of 1976, 588 Taxation of corporations, 356 double, 356 flow-through, 317, 331 of general partnerships, 317 of limited liability companies, 331 of sole proprietorships, 314 Tenancy periodic, 544 at sufferance, 544 at will, 544 for years, 544 Tenancy by the entirety, 535 Tenancy in common, 534–535 Tenant, 543 Tenant in partnership, 320 Tender of performance, 235 Tennessee Valley Authority (TVA), 525 Termination by act of the parties, 418–419 of agency, 418–420 of corporation, 370 by an unusual change in circumstances, 419 by impossibility of performance, 420–421 notice of, 419 of offers, 207–209 by operation of law, 209, 420 wrongful, 420 Theft, 149 Thermal pollution, 521 Thin capitalization, 363 Third-degree murder, 148 Third parties accountants’ liability to, 580–585 contract liability of, 414–416 tort liability of, 410–412 Thoreau, Henry David, 417 Three-party instrument,287 Three-party secured transactions, 291 Thurber, James, 229 Tie decision, 46 Tippee, 391 Tipper, 391 Tipper-tippee liability, 391–392 Title passage of, 270 void, 272 voidable, 272–273 Title I of Americans with Disabilities Act, 439, 440 Title III, of Americans with Disabilities Act, 546 Title VII of Civil Rights Act (1964), 426–428 affirmative action and, 443 concept summary of, 437 defenses to, 436–437 TM symbol, 185 Tocqueville, Alexis de, 44 Top-level domain names (TLDs), 255–256 Torah, 570 Tort liability of general partners, 318 for intentional torts, 412–414 of principals and agents, 410–412 Tort of outrage, 119 Tortfeasor, 335 Tortious conduct, 410 Torts criminal acts as the basis for, 144 defined, 115 intentional, 115–120 unintentional, 120–124 Toxic air pollutants, 523 Toxic substances, 523 Toxic Substances Control Act (1976), 523 Trade libel, 118 Trade name, 312 Trade-Related Aspects of Intellectual Property Rights (TRIPS), 192 Trade secrets about, 171 Economic Espionage Act, 172 # 154054   Cust: PEARSON   Au: Cheeseman  Pg No 669 Title: The Legal Environment of Business and Online Commerce C/M/Y/K Short / Normal / Long 669 ethics and, 172 franchisors and, 341 misappropriation of, 171–172 reverse engineering, 171 Trademark Dilution Revision Act (2006), 190 Trademark Electronic Application System (TEAS), 184–185 Trademarks, 185, 341 about, 184 dilution, 190–191 distinctiveness or secondary meaning, 187 ethics and, 187–188 franchisors and, 341 generic names and, 188–189 infringement, 187 registration of, 184–185 types of 185–186 Transactions, exempt from registration, 387–389 Transnational corporations, 370 Treasury shares, 359 Treaties, 11 Treaty, 556 bilateral, 556 multilateral, 556 Treaty Clause, 556 Treble damages, 153, 482 Trials closing arguments, 74 criminal, 147 defendant’s case, 73 entry of judgment, 74 jury deliberation, 74 jury instructions, 74 jury selection, 73 opening statements, 73 plaintiff’s case, 73 rebuttal, 73–74 rejoinder, 73–74 Sixth Amendment right to, 163 Speedy Trial Act, 163 verdict, 74 Trier of fact, 73 Truman, Harry S., 569 Truro, Lord, 28 Trustee, 287 Trustor, 287 Truth-in-Lending Act (TILA), 509 Two-party secured transactions, 291 Tying arrangements, 493 U UCC Financing Statement (Form UCC-1), 292 UCC State of Frauds Section 2-201(1), 231 Section 2A-201(1), 231 Ultramares doctrine, 580–582 Unanimous decision, 45, 147 Unaudited financial statements, 580 Unconscionable contracts, 218 Uncovered conditions, 441 Undisclosed agency, 415–416 Undisclosed principal, 415–416 Undocumented workers, 474 Undue hardship, 300, 435–436, 441 Undue influence, 228 Unduly burdening interstate commerce, 96 Unemployment compensation, 458 Unenforceable contracts, 202–203 Unequivocal acceptance, 209 Unfair advantage theory, 492 Unfair and deceptive practices, 495, 507–508 false and deceptive advertising, 4507–508 Unfair methods of competition, 495 Unified Contract Law (UCL) (China), 220 DESIGN SERVICES OF S4CARLISLE Publishing Services www.downloadslide.net 670 SUBJECT INDEX Uniform Arbitration Act, 77 Uniform Commercial Code (UCC) about, 265 Article (Sales), 264–266 Article 2A (Leases), 266–267 battle of the forms, 269 Financing Statement (Form UCC-1), 292 firm offer rule, 268 leases and, 231 permission for additional terms, 268 Revised Article (Secured Transactions), 291–295 sales contracts and, 231 Statute of Frauds, 231, 269 written confirmation rule, 269, 270 Uniform Computer Information Transactions Act (UCITA), 219, 247, 252–254 Section 102(a) of, 252, 253 Section 105(a) of, 252 Section 114 of, 252 Section 307 of, 253 Section 701 of, 254 Uniform Limited Liability Company Act (ULLCA), 331 Uniform Limited Partnership Act (ULPA), 322 Uniform Partnership Act (UPA), 315 Uniform Securities Act, 396, 588 Uniform Trade Secrets Act, 171 Uniformed Services Employment and Reemployment Rights Act (USERRA) (1994), 444 Unilateral contracts, 200–201 Unilateral mistake, 225 Unilateral refusal to deal, 488 Unintentional torts, 120–124 See also Negligence Union of South American Nations (UNASUR), 565 Union security agreements, 467 Union shop agreements, 467 Unions collective bargaining, 467–468 internal affairs of, 471 organizing, 464–467 solicitation on company property and, 465 strikes and, 468–470 types of elections, 464–465 Unissued shares, 359 United Nations (UN) about, 557–558 agencies, 559 General Assembly, 558 Secretariat, 558–559 Security Council, 558 United Nations Biosafety Protocol for Genetically Altered Foods, 505 United Nations Children Fund (UNICEF), 556, 557 United Nations Convention on Contracts for the International Sale of Goods (CISG), 279, 280 United Nations Educational, Scientific and Cultural Organization (UNESCO), 559 United States Army Corps of Engineers (USACE), 521 United States Bankruptcy Court, 42 United States Citizenship and Immigration Services (USCIS), 472 United States Copyright Office, 179 United States Court of Appeals for the Armed Forces, 42 United States Court of Appeals for the Federal Circuit, 173 United States Court of Appeals for Veterans Claims, United States Court of Federal Claims, 42 United States Court of International Trade, 42 United States courts of appeals, 43 United States Department of Agriculture (USDA), 502 United States Department of Justice (DOJ), 378, 482, 484 United States Department of Labor, 454 United States district courts, 43 United States District of Columbia Circuit, 43 United States Patent and Trademark Office (PTO), 173 United States Supreme Court, 44–47 cases heard by, 47 critical legal thinking of, 15, 17–18 decisions of, 46–47 federal court system and, 42 jurisdiction of, 45 justices, process of choosing, 44–45 United States Tax Court, 42 United States Trustee, 297 Universal rules, 25 Unjust detriment, 204 Unjust enrichment, 204 Unlawful detainer action, 544 Unlimited personal liability of general partner, 318 of sole proprietor, 313 Unprotected speech, 100–102 Unqualified opinion, 579 Unreasonable search and seizure, 156–159 Unregistered securities, sale of, 382 Unsecured credit, 285–286 Unsecured creditor, 285–286 Useful, 175 Usurping an opportunity, agents and, 410 Usurping corporate opportunity, 366 Utilitarianism, 24–25 Utility patents, 174 V Valid contracts, 202–203 Variance, 546 Vega, Lope de, 46 Venue, 53 Verdict, 74 Vertical mergers, 492 Vertical restraint of trade, 486, 487 Vesting, 458 Veterans, employment protections, 444 Veterans Benefits Act (2010), 444 Vicarious liability, 410, 433 Violations, 142 Violent strikes, 469 Void contracts, 202–203 Void leasehold interest, 272 Void title, 272 Voidable contracts, 202–203 Voidable leasehold interest, 272–273 Voidable title, 272 Voir dire, 73 Voltaire, 97 Voluntary dissolution, 368–369 Voluntary manslaughter, 148 Voluntary petition, 298 Voting rights, 17–18, 104 Voting Rights Act of 1965, 17–18 W express, 276–277 full, 279 implied, 277–278 limited, 279 Warrantless arrests, 145 Warrantless searches, 156 Warranty disclaimers, 278–279 Warren, Earl, 324, 336 Waterman, Judge, 377 Water pollution, 519–522 ocean pollution, 522 point sources of, 519–520 Safe Drinking Water Act, 522 thermal pollution, 521 wetlands, 521 Web contracts, 250–252 Websites, 247 Webster, Daniel, 463 Well-known seasoned investors (WKSIs), 383–384 Wetlands, 521 Whistleblower bounty program, 378 Whistleblower Statute, 24 White-collar crimes, 141 bribery, 151 criminal conspiracy, 153 criminal fraud, 151 embezzlement, 150 extortion, 151 forgery, 150 mail/wire fraud, 151–152 money laundering, 152 Racketeer Influenced and Corrupt Organizations Act (RICO), 152–153 Wildcat strikes, 469 Wilson, Earl, 285 Wilson, Woodrow, 11, 101, 481, 531 Winding up, 319 Winding up and liquidation, corporations, 369 WIPO Copyright Treaty, 192 Wire fraud, 151–152 Work product immunity, 590 Work-related test, 413 Worker Adjustment and Retraining Notification (WARN) Act (1988), 471 Workers’ compensation, 450–452 Workers’ compensation acts, 450 Workers’ compensation insurance, 450 World Bank, 559–560 World Court, 560 World Trade Organization (WTO), 566–567 dispute resolution, 567 intellectual property protection, 192 World Wide Web, 247–248 Wright, Lord, 64 Writ of certiorari, 45 Writing and form, 200 Written confirmation rule, 269, 270 Written memorandum, 74 Wrongful dissolution, 319–320 Wrongful possession, 544 Wrongful termination, 420 WTO appellate body, 567 WTO dispute settlement body, 567 WTO panel, 567 Z Zoning, 546 Zoning commission, 546 Zoning ordinances, 546 Wagner Act (1935), 464 See also National Labor Relations Act (1935) Warranties, 276–279 disclaimers, 278–279 # 154054   Cust: PEARSON   Au: Cheeseman  Pg No 670 Title: The Legal Environment of Business and Online Commerce C/M/Y/K Short / Normal / Long DESIGN SERVICES OF S4CARLISLE Publishing Services ... Commercial Law, and E -Commerce Ethics Cases 13.7  Ethics Case  Peter and Geraldine Tabala (Debtors), husband and wife, purchased a house in Clarkstown, New York They purchased a Carvel ice cream business. .. provided by many state laws are significantly higher than the federal exemption # 154054   Cust: PEARSON   Au: Cheeseman  Pg No 298 Title: The Legal Environment of Business and Online Commerce. .. PART IV Business Organizations, Corporate Governance, and Investor Protection # 154054   Cust: PEARSON   Au: Cheeseman  Pg No 309 Title: The Legal Environment of Business and Online Commerce