Terry College of Business >>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>University of Georgia

LS 470- Business Law II

Chapter Word Outlines

Major construction going on!

Note: I've been able to make some headway on trying to get the outlines online in their original outline form (except for legality and capacity) (it gave the computer folks here a real run for their money), but some things may still be whacky. I'll keep working on it. You will get the revised, outline-form outlines if you click on the chapter you want. If, instead, you scroll down the page, you'll get the old, left-justified version. Yuk. Except for legality and capacity, the sites aren't the fancy ones you're used to with my Web page. It's not your computer acting up. It's having to make a choice between that and keeping the outline format, and I opted for the form. Most likely you'll just be printing it out anyway, so how it looks on the computer isn't important. Because it had to be posted this way, you will have to click on your "back" key to get out of the outlines once you're finished, rather than, as with my other pages, clicking on my icons at the bottom of the page. W. 9/24/97 Dr. B-A

Click below on the chapter you want

Introduction to Contracts

Rights of Third Parties

Excuse & Discharge

Performance

Introduction to Sales Contracts

Sales Breach & Remedies

Warranties

Introduction to Property

Acquisition of Property

Leases & Bailments

Brief abbreviation guide:

K-contract

UOA - unless otherwise agreed

pties - parties

If you want to go back to LS 470 contents, click here.

If you want to go back to Dr. B-A's home page contents, click here.

Last updated September 24, 1997 by Dawn D. Bennett-Alexander

Terry College of Business >>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>University of Georgia

LS 470- Business Law II

Dr. Bennett-Alexander

Chapter Word Outlines

Introduction to Contracts & Remedies

goes with chapters 10 & 19

Introduction

1. Elements of a Contract (4) : mutual assent consideration legality capacity

2. Sources of Contract Law: Restatement/Common Law UCC - gf, commercial reasblness

3. Classification:

express

implied in fact

implied in law/quasi contract

bilateral

unilateral

valid

voidable

void

unenforceable

executed

executory

4. Remedies (4)

A. Damages

- compensatory

duty to mitigate

willful & substantial breach:

non-breaching pty has no duty to return bene if can't be done

unintentional breach:

non-breaching party may have to pay for bene rec'd

either - if benefit can be returned, must be

-nominal

-punitive

only if breach consts separate tort, i.e. fraud, deceit

shows intent to harm other's reasble expectations under K

malicious, fraudulent, oppressive

liquidated

must be reasbly related to actual dams projected

- consequential

br party must know or have reason to know of spec circums

- incidental

B. Specific Performance

not granted for personal services

must be unique

C. Rescission

equitable remedy

duty to act promptly

must notify other pty of election w/i reasbl time

must return what was received

must be substantially same as when received

D. Restitution

generally follows rescission

puts pties in position in prior to making K

if goods consumed or otherwise unavailable must pay reasbl value to prevent unjust enrichmt

Note: B, C, & D are equitable remedies; Damages are legal remedies

If you want to go back to LS 470 contents, click here.

If you want to go back to Dr. B-A's home page contents, click here.

Last updated September 14, 1997 by Dawn D. Bennett-Alexander

Terry College of Business >>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>University of Georgia

LS 470- Business Law II

Dr. Bennett-Alexander

Chapter Word Outlines

goes with chapters 11 & 12

Mutual Assent

The Agreement: Offer and Acceptance

Offer

Requirements-3 (DIC)

Definiteness of terms

negotiation

case by case basis of determining

major terms absent, no K

terms can't be vague or impossible to determine

if intent present, absence of incidentals not fatal, i.e.,

"performance to be w/i about a month"

ads, circulars, catalogs, estimates, quotes, proposals,

etc.

offer must have enough for ct to fashion a remedy

UCC - leniency allowed, but quantity required

min & max

output K

retirement K

offeree must be definite - except reward

Intent

intent to make offer rather than negotiate or suppose

present intent

ads, estimates-gen no intent, except to provide info

Objective vs. subjective intent

mistake of offeror

jest

anger

great excitement

signing w/o reading is a no-no unless

fiduciary relationship

fraud

emergency at time of signing prevents it

Communication

knowing of offer is not enough

must be communicated by O'or or agent

if to pub, not effec till indiv knows, i.e., rewards effec when rec'd, tho delayed, unless O'ee knows if delay apparent to O'ee

accep effective only if commu to O'or

w/i reasble time after offer wd normally be rec'd must

bring O'ee's attn to info on back of form K

Duration of Offers

Terminated by (7) Pneumonic: DDRRIIL

Destruction of subject matter

Death of either

Rejection by O'ee

effective when rec'd by O'or or her A

ok to ask questions abt offer

A. common law - counteroffer

mirror image/matching acceptance rule - Battle of forms

any deviation unacceptable

terminates original offer

B. UCC - acceptance w/varied terms

rejects mirror image rule

terms mesh if definite accep seasbl accep not cond upon O'or's accep of varied terms

*Different terms

do not become part of K - eliminated

*Additional terms

1. betw non-merchants

become proposals for addn to K

must be accepted or rejected by O'or

if not nego in, then eliminated

betw merchants

become part of K unless (3)

- offer lim to its terms

- O'or objs w/i reasbl time of rec. add'l terms'

- add'1 term materially alters offer

*Written confirmation betw merchants not objected to w/i 10 days of rec binds both B & S

Revocation by O'or

direct

O'or takes offer back B4 accep

effec when rec'd by O'ee

indirect

O'or does act inconsistent w/viable offer

O'ee can find out fr reliable source

offer revocable any time prior to accep

3 exceptions:

a. option K

b. unilat offer upon which perf begun - mere preparatn not enuf

c. merchant's firm offer - UCC

sales of goods only

given only by merch

Reqs:

assurances offer will be held open

in writing

signed by merchant

not good over 90 days

no consideration necessary

Adjudicated Insantity or incapacity of either

Illegality

Lapse of stated or reasonable time

operation of law - notice to O'ee not req'd

Acceptance

- manifestation of O'ee's willingness to be bound unilateral - act req'd

must be unequivocal - see above

bilateral -return promise req'd

can be accepted only by O'ee gen can't be assigned, tho K can option K can be assigned

silence - gen not assent unless (any one ok)

prior course of dealings

O'ee leads O'or to think its assent circums indicate O'ee shd've replied

Deposited acceptance/mailbox rule - accep effective when sent

must be sent correctly

acceptance of unilat offers under UCC if offer to ship goods either ok: prompt shipment or promise to ship

Communication of acceptance must be as O'or dictates if O'or doesn't dictate, any reasbl means

MUTAL ASSENT QUESTIONS

1. Ames, seeking business for his lawn maintenance Firm, posted the following notice in the meeting room of the Antlers, a local lodge: "To the members of the .Antlers, -Special this month. PI will resod your lawn for two dollars per square foot using Fairway brand sod. This offer expires July 15." The notice also included Ames's name, address, and signature and specified chat the acceptance was to be in writing.

Bates, a member of the Antlers. and Cramer, the janitor, read the notice and became interested. Bates wrote a letter to Ames saying he would accept the offer if Ames would put Putting Green brand sod. Ames received this letter July 14 and wrote to Bates saying he would use Putting Green sod. Bates received Ames's letter on July 16 and promptly wrote Ames chat he would accept Fairway sod. Cramer wrote to Ames on duly 10, saying he accepted Ames's offer.

By July 15, Ames had found more profitable ventures and refused to resod either lawn at the specified price. Bates and Cramer brought an appropriate action against Ames for breach of contract. Decision as to the respective claims of Bates and Cramer?

2. Justin owned four speedboats named Porpoise. Priscilla. Providence, and Prudence. On April 2, Justin made written offers to sell the four boats in the order named for $4,900 each to Charles, Diane, Edward and Fran, respectively, allowing ten days for acceptance. In which, if any, of the following four situations described was a contract formed?

(a) Five days lacer, Charles received notice from Justin that he had contracted to sell Porpoise to Mark. The next day. April 8, Charles notified Justin that he accepted Justin's offer.

(b) On the third day, April 5, Diane mailed a rejection to Justin that reached Justin on the morning of the fifth day. At 10 A. M., on the fourth day, Diane sent an acceptance by telegram to Justin, who received it at noon the same day.

(e) Edward, on April 3, replied that he was interested in buying Providence but declared that price asked appeared slightly excessive and wondered if, perhaps Justin would be willing to sell the boat for $3,900. Five days later, having received no reply from Justin, Edward accepted Justin's offer by letter, and enclosed a certified cheek for $4,200.

(d) Fran was accidentally killed in an automobile accident on April 9. The following day, the executor of her estate mailed an acceptance of Justin's offer to Justin.

3. Alpha Roiling Mill Corporation, by letter dated June 8, offered to sell Brooklyn Railroad Company 2,000 to 5,000 tons of fifty-pound iron rails on certain specified terms and added that. if the offer was accepted, Alpha Corporation would expect to be notified prior to June 16, by telegram, referring to Alpha Corporation's offer of June 8, directed Alpha Corporation to enter an order for 1,200 tons of fifty-pound iron rails on the terms specified. The same day, June 16, Brooklyn Company, by letter to Aloha Corporation, confirmed the telegram. On June 18, Aloha Corporation, by telegram, declined to fulfill the order. Brooklyn Company, on June l9, telegraphed Alpha Corporation: "Please enter an order for 2,000 tons rails as per your letter of the eighth. Please forward written contract. Reply." To Brooklyn Company's repeated inquiries whether the order for 2,000 tons of rails had been entered. Alpha denied the existence of any contract between Brooklyn Company and itself. Thereafter, Brooklyn Company sues Alpha Corporation for breach of contract. Decision?

4. On April 8, Crystal received a telephone cell from Akers, a truck dealer, who cold Crystal chat a new model truck in which Crystal was interested would arrive in one week. Although .Akers initially wanted $10,500, the conversation ended after Akers agreed to sell and Crystal to purchase the truck for $10,000, with $1,000 down payment and the balance on delivery. The next day, Crystal sent Akers a check for $1,000, which Akers promptly cashed.

One week later, when Crystal called Akers and inquired about the truck, Akers informed Crystal he had several prospects looking at the truck and would not sell for less than $10,500. The following day Akers sent Crystal a properly executed check for $1,000 with the following notation thereon: "Return of down payment on sale of truck."

After notifying Akers char she will not cash the check, Crystal sues Akers for damages. Decision?

5. On November 15, I Sellit, a manufacturer of crystalware, mailed to Benny Buyer a letter stating that Sellit would sell to Buyer 100 crystal "A" goblets at $100 per goblet and that "the offer would remain open for fifteen (15) days." On November 18. Sellit; noticing the sudden rise in the price of crystal "A" goblets, decided to withdraw his offer to Buyer and so notified Buyer. Buyer chose to ignore Sellit's letter of revocation and gleefully watched as the price of crystal "A" goblets continued to skyrocket. On November 30, Buyer mailed to Sellit a letter accepting Sellit's offer to sell the goblets. The letter was received TV Sellit's on December 4. Buyer demands delivery of the goblets. What result?
6. On May 1, Melforth Realty Company offered to sell Greenacre to Dallas, Inc., for $1,000,000. The offer :vas made by telegraph and stated that the offer would expire on May 15. Dallas decided to purchase the property and sent a registered letter to Melforth on May 10, accepting the offer. Due to unexplained delays in the postal service, the letter was not received by Melforth until May 22. Melforth wishes to sell Greenacre to another buyer, who is offering :1,200,000 for the tract of land. Has a contract resulted between Melforth and Dallas?

7. Rowe advertised in newspapers of wide circulation and otherwise made known that she would pay $5,000 for a complete set consisting of ten volumes of certain rare books. Ford, not knowing of the offer, gave Rowe all but one of the set of rare books as a Christmas present. Ford later learned of the offer, obtained the remaining book, tendered it to Rowe, and demanded the $5,000. Rowe refused to pay. Is Ford entitled to the $5,000?

8. Scott, manufacturer of a carbonated beverage, entered into a contract with Otis, owner of a baseball park, whereby Otis rented to Scott a large sideboard on top of the center field wall. The contract provided that Otis should letter the sign as desired by Scott and would change the lettering from time to time within forty-eight hours after receipt of written request from Scott. As directed by Scott. the signboard originally stated in large letters that Scott would pay $100 to any ball player hitting a home run over the sign.

In the first game of the season, Hume, the best hitter in the league, hit one home run over the sign, Scott immediately served written notice on Otis instructing Otis to replace the offer on the signboard with an offer to pay fifty dollars to every pitcher who pitched a no hit game in the park. A week after receipt of Scott's letter, Otis had not changed the wording on the sign, and on that day Perry, a pitcher for a scheduled game, pitched a no hit game and Todd. one of his teammates, hit a home run over Scott's sign.

Scott refuses to pay any of the three players. What are the rights of Scott, Hume, Perry, and Todd?

9. B accepted C's offer to sell to him a portion of C's coin collection. C forgot that his prized twenty-dollar gold piece at the time of the offer and acceptance was included in the portion that he offered to sell to B. C did not intend to include the gold piece in the sale. B. at the time of inspecting the offered portion of the collection, and prior to accepting the offer, saw the gold piece. Is B entitled to the twenty-dollar gold piece?

10. Small, admiring Jasper's watch, asked Jasper where and at what price he had purchased it. Jasper replied: "I bought it at West Watch Shop about two years ago for around $85, but I am not certain as to that." Small then said: "Those fellows at West are good people and always sell good watches. I'll buy that watch from you." Jasper replied: "It's a deal." The next morning Small telephoned Jasper and said he had changed his mind and did not wish to buy the watch.

11. Jasper sued Small for breach of contract. In defense, Small has pleaded that he made no enforceable contract with Jasper because (a) the parties did not agree on the price to be paid for the watch and (b) the parties did not agree on the place and time of delivery of the watch to Small. Are either, or both. of these defenses good?

If you want to go back to LS 470 contents, click here.

If you want to go back to Dr. B-A's home page contents, click here.

Last updated September 14, 1997 by Dawn D. Bennett-Alexander

Terry College of Business >>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>University of Georgia

LS 470- Business Law II

Dr. Bennett-Alexander

Chapter Word Outlines

Consideration

goes with chapter 13

Definition : bargained for legal detriment exchanged between the parties

adequacy not questioned, unless fraud involved

Different types of consideration:

Illusory promises

appears to be, but isn't, a promise

not good consid UCC - requirement and output - contracts ok

must meet requirements in gf

Pre-existing legal/contractual obligation

not good consid

if duty changed in any way, even small, consid present

Contract modification

1. C/L - gen new consid nec for modif

(3 exceps) and th4 no new consid nec

a. new or diff duties - new promise suff consid for modif

b. unforseeable difficulties arise

gen difficulties do not excuse performance

if difficulties were unforseen and promise to pay more because of them, the promise (modification) is enforceable w/o further consid.

Difficulties must be extraordinary, not just higher prices, strike etc., bec those are foreseeable

contract is rescinded then no prior duty exists

new contract must be formed, "/modification as a term

2. UCC - no consid nec

pties must mutually agree to modify

modificatn must be requested in good faith rather than to take advantage of other pty

Pty can require modifs to be in writing

if so, this contract provision must be separately signed

if not separately signed, other pty can rely on oral modification

Discharge of liquidated debts

no dispute regarding debt

agmt to pay less in full satisf of liq debt

lacks consid

unenforcbl since pre-existing duty to pay full debt

if evid (e.g., cancelled note, pd-in-full receipt) creditor intended release fr unpaid balance to be a gift, will be effective

paying earlier, at another place than agreed or despite bkrcy may be enough consid to support pmt of lesser sum

creditor can still recover remaining amount, tho agreed to take less

Discharge of unliquidated debts

debt disputed - pties know debt exists, but not sure how much or manner of pmt. etc.

pmt of less in full satisfactn settles the debt

consideration is the pmt of amt one isn't sure is owed

pty can't recover remaining amount

Accord & Satisfaction

for disputed debts only

accord - agmt to take less or cliff consid in full pmt

satisfaction - pmt & rec of agreed consid

if both done, debt dischgd and pty can't sue for remainder

Past Consideration

insufficient to support a promise

promise will be unenforceable

Gratuitous promises

no exchange of promises between the parties

no good as consideration

Moral obligation

one not party to contract promises to pay

no legal responsibility under the law

no exchange between the parties

not good as consideration

Substitutes for Consideration

Promissory estoppel

substitute for consid

promisor must induce promise to rely upon promise made

reliance by promises must be justifiable

non-breaching pty must move in reliance upon promise

non-breaching pty must stand to suffer harm

breaching pty must be unjustly enriched

damages limited to harm suffered, not contract price

material benefit rule - if w/o a promise from pty-l, pty-2 performs act for which compensate wd generally be given, and which provides a material benefit for pty-l, pty-1 must pay, i.e., p-2 saves p-l's life and p-1 promises a reward

The following three types of contracts need no consideration to be enforceable:

Promise to pay debt barred by stat of lim or bkrcy

enforceable w/o consid

new promise to pay debt barred by bkrcy must be in writing

Merchant's firm offer - needs no consideration

Written & deliv renunciation - needs no consideration

If you want to go back to LS 470 contents, click here.

If you want to go back to Dr. B-A's home page contents, click here.

Last updated September 14, 1997 by Dawn D. Bennett-Alexander

Terry College of Business >>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>University of Georgia

LS 470- Business Law II

Dr. Bennett-Alexander

Chapter Word Outlines

Contractual Capacity And Genuine Assent

goes with chapter 15

pties must understand nature, purpose and legal effect of the contract.

Contracts w/those lacking capacity are voidable.

Voidable only by pty lacking capacity.

Three groups lacking capacity

Infants

age of majority depends on state law

adult deals w/minor at own peril

minor may disaffirm regardless of fairness of contract or whether or not adult knew of minority

some state laws limit the minor's right to disaffirm

may disaffirm directly or indirectly

can disaffirm whether executed or executory

if execy and for neces, can disaff and not have to pay anything

when disaff, minor gen must return any benes rec'd

benes need not be in same cond as when rec'd by minor

may disaff any time during min or w/i reasbl time after reaching maj

minor may also ratify, i.e., go through w/K

can only be done only after reaches legal age

minors are liable for necessaries

liab in quasi-contract, not K

no liabty for executory Ks, only executed

only liab for reasbl value of bene, not K price

3d pties purchase from one who rec'd bene from minor UCC - A buys from min and sells to B

min can't disaff

min can't take back gds from 3d pty (B) if B is GFPV

Non-UCC (land) -min may get land back fr B

B may go agnst A for br of warr deed

Intoxicants can ratify upon becoming sober voluntary vs. involuntary

Incompetents (mental)

must understand nature, purp & conseqs of K at time made

can ratify in lucid moment

need not be adjud incompetent by ct

if adjud incompetent, K void, not voidbl

must ret all consid if other pty dealt in gf

if not, or K unconbl or other pty overreaches, may ret only what's left

If you want to go back to LS 470 contents, click here.

If you want to go back to Dr. B-A's home page contents, click here.

Last updated September 14, 1997 by Dawn D. Bennett-Alexander

Terry College of Business >>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>University of Georgia

LS 470- Business Law II

Dr. Bennett-Alexander

Chapter Word Outlines

GENUINE ASSENT

goes with chapter 14

mistake

unintended act, omission or error arising fr ignorance, surprise, misplaced confidence or

imposition

must be material

if relief granted, its reformation (ct corrects mistake)

or avoidance by one adversely affected

unilateral mistake

gen carelessness or lack of diligence only one pty knows of mistake

gen no relief granted to one who made mistake

O'ee who knows of mistake & knows O'or doesn't, can't take advantage of it

remedy of recission gen granted to unknowing pty

bilateral mistake

mistake is mutual - agree to sell land w/timber w/o knowing fire destroyed it

if it goes to essence of quality of benefit, may be avoided (both don't know cow not sterile & is pregnant)

different from mutual ignorance - no relief granted; retain positns

reformation - ct reforms written agmt to pties' oral agmt fraud & misrepresentation

fr in inducement - voidbl

fr in executn - void

victim may also rec damages

fraud- intentional misrepresentation of material fact

gen reqs

.intent to mislead (scienter)

may be made w/wreckless disregard of truth of falsity

.false representation or concealment

need not be sole determining factor for entering contract

may be words or acts

pt. truths still false misreps if net effect is to mislead

gen silence isn't fraud, in speak duty to speak when absence of duty to speak when

(3)

-pties in fiduciary relationship

-fact known to l but wdn't reasbly be known to other (latent defect)

-duty to correct previous misstatement of important fact

.of material

not just tiny or immaterial - must be imptnt to K

.fact

opinion isn't fact & th4 not actionable

opinion can be consid fact if by expert of fiduciary

.justifiable reliance upon false stmt pty must reasbly believe it to be true

must act upon it

may have need to investigate before relying - cts differ

gen if expensive or burdensome to do so, reliance justified indiv

. reliance, not reasbl person test

.damages as a result of reliance

pty not in as good positn as wdv been if stmt was as represented

2 theories of recovery

*benefit of bargain-diff betw mat value of item rec'd value if had been as represented - diff betw value as rep and as is

*out-of pocket - diff betw actual value of item rec'd & its purchase price

diff betw what you pd & what it's worth

May rec punitive dam also if wilful, malicious, wanton or reckless

innocent misrep

reqs same as above except intent to mislead not nec

money damages not awarded bec no intent to mislead -only rescission

undue influence

one overpowers another by moral, social, domestic force

H-W; doctor-patient; priest-parishoner

must have opportunity to exert influence

must be in close relationship to one being overpowered

must receive benefit which seems out of balance

duress

threat to person, his/her family or property

individual, not reasbl person test of whether its a threat

threat of lawsuit w/gf belief in it, tho wrong, not duress

oppressive or wrongful economic pressure may be void

- threat of or deadly violence voidbl - Regular" threat

If you want to go back to LS 470 contents, click here.

If you want to go back to Dr. B-A's home page contents, click here.

Last updated September 14, 1997 by Dawn D. Bennett-Alexander

Terry College of Business >>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>University of Georgia

LS 470- Business Law II

Dr. Bennett-Alexander

Chapter Word Outlines

Illegality and Public Policy

goes with chapter 16

Contract must have lawful purpose

If not, void, th4 unenforceable

ct gen leaves pties where it finds them unless (3)

*pty is w/i category of people law is made to protect

restitutn or enforcmt may be allowed

*induced by fraud or duress (incl. economic) to enter illegal agmt

*locus poenitentiae-repentance before contract

performed - may rescind & obtain restitution (put $ into electn pool & change mind before electn)

1. Licensing

A. revenue raising - can still recover for services rendered, tho not licensed

B. regulatory - cannot recover for services rendered if not licensed

Usury

limitation on interest which can be charged

lender generally denied right to collect any interest

can't disguise interest as something else

gen doesn't apply to loans to corps

Agmt not to compete

A. covenant not to compete

gen in e'ee's employment contract

agrees not to compete w/e'er after leaving employ

cts not very favorable to these

geog and time limit must be reasbl

B. restraint of trade provision

gen in contract for sale for business

ct doesn't mind enforcing it if meets reqs (5)

*time limit must be reasonable

*geographical area must be reasonable

*must be necessary to protect goodwill

*can't put undue burd on one makg prom not to compete

*can't violate public interest

determined on case-by case basis

Unconscionability

UCC offensive contract provisions Contract of adhesion standardized contract entirely prepared by one party

- construed agnst them inequality of bargaining power between the pties terms on take or leave basis not illegal, but strictly construed against drafter cts oppressive or unfair surprise clauses

6. Liability disclaiming contracts

Exculpatory clauses - says no liaby even if one giving clause committed tort

strictly construed agnst pty giving it

not favored by law

gen w/one pty having more power then the other

may be enforced if pties equal and K fair

exculpatory clauses on tickets gen not given effect unless attn called to it

If you want to go back to LS 470 contents, click here.

If you want to go back to Dr. B-A's home page contents, click here.

Last updated September 14, 1997 by Dawn D. Bennett-Alexander

Terry College of Business >>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>University of Georgia

LS 470- Business Law II

Dr. Bennett-Alexander

Chapter Word Outlines

FORM & INTERPRETATION OF CONTRACTS

goes with chapter 17

Statute of Frauds

K still valid, simply can't be enforced in ct

if "w/i" SF, then writing required

Queries:

is K w/i SF?

if so, is there a suff writing?

if no suff writing, is there an exception?

A. Contracts w/i SF (6) Pneumonic: MY LOGS

contracts made in contemplation of Marriage does not include the promise to marry only includes promises made in contemplation

contracts which cannot be performed w/i YR

time starts when K made, not when 2B perfd

time ends when K is or is 2B

completed performance must only be possbl w/i year

may actually go longer if one pty fully perfd, then K not w/i SF

contracts for an interest in Land

incls leases of over a year, life estates,easements, mortgages, sale of gds if timber, minerals, etc., 2B cut by S, sale of land if 2B severed by B

if 4 sale of growing crops, gds whe cut by B or S

Exception - Part performance doctrine - B must

make partial payment

move onto property

make valuable improvements

contracts for the sale of pars prop other than gds

sale of securities, i.e., stocks, bonds signed writing must contain quantity, description of sec, stated price

Exceptions to rule (3)

pt perf-pmt made or security accepted

written confirmatn sent w/i reasbl time objects w/i 10 days of rec of it

pty being sued admits to K in ct

sale of intangibles, i.e., patents, royalties and rights under bilateral K writing necessary if amount is over $5000 - shd reasbly ID subj matter, have price and be signed by PTCB

security agreement (must be signed by debtor)

*contracts for the sale of Goods of S500+ only enfblto ant in writing must be signed by PTBC or her A

4 Exceptions

specially manufactured goody upon which performance has begun

can't be suitable for resale in ord COB

S made sub'l beginning to manuf or commitments to obtain

written confirmation between merchants, not obj to w/i lO days of rec merchants-only rule under UCC

binds both merchants

need not be signed by ptbc

admissions in ct documents enforcement only to amount admitted to

part performance buyer took delivery seller rec'd pt pmt only enforcbl to what is performed if can't be broken into pts, whole is enfbl

*Surety (guaranty) contracts

"give this to A, and if A doesn't pay, I will" secondary liability only - w/i SF

distinguish from

"give this to A, and I will pay" primary liability-not w/i SF

Exception -"main purpose" or leading subject doctrine - exception to writing req - if main purpose of promise is to benefit guarantor, no writing is required, i.e., homeowner building a home asks electrical supply co. to provide electrician "/necessary supplies to wire house so work can go on whe or not its the main purp is for ct to det

B. Writing requirement (gee) need not be a "contract" requires signature of pty to be charged need not be at end may consist of several writings must appear writings relate to each other oral evidence not admitted to connect them

C. Common law (Restmt) K writing requirements(4) .names of pties - signed by PTBC .description of subject matter land - must be suff certain as to descrip

.price

.general terms

D. UCC K writing reqs (3) .

some writing stuff to indicate K

quantity enforced only to quantity in the writing

signature of pty 2B charged

SF doesn't apply to fully executed K

Exceptions to writing requirement (3) above

pt perf doc (land)

main purp doc (surety)

UCC (4) prom estop applies pt perf applies

Parol Evidence Rule

If there is a written, integrated K, prior or contemporaneous oral or written evid will not be permitted to vary or alter its terms.

Doesn't mean pties can't mutually modify K

Partial integration rule - judge dets whe K is partially or totally integrated

partial integration - pties intend writing to be final as to terms written, but not complete as

to all terms in agmt

complete integration - no contradictory evidence

permitted to vary or alter K terms

if reasbl person wd've normally & naturally included the prior agmt in the written K, then the writing is totally integrated and no evidence allowed

if reasbl person wdnt've included prior agmt in written agmt, then its partial integration and

evidence is allowed in to explain or supplement the written K

UCC permits evid of prior course of dealings betw B & S. usage of trade or course of performance to explain or supplement the K, i.e., "carload" in the industry means train car, not automobile

Contract interpretation - to det intentn of pties

construction - at construes legal effect of K

interpret - juries interpret pties' intentns

used interchangeably

give meaning reasbl person wd in similar circums

technical words given technical meaning, i.e., carload

legal words are given legal meaning, i.e., detriment

If you want to go back to LS 470 contents, click here.

If you want to go back to Dr. B-A's home page contents, click here.

Last updated September 14, 1997 by Dawn D. Bennett-Alexander

Terry College of Business >>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>University of Georgia

LS 470- Business Law II

Dr. Bennett-Alexander

Chapter Word Outlines

goes with chapter 19

Contract Performance

I. Conditions

1. Def - act or event (other than lapse of time) that must occur (unless excused) before perform F under a K becomes due .must occur before promisor had duty to perf .may be that perform will be until cond met .no spec words nec if on condition that provided that until

2. A.

.gathered fr intent and K as a whole

.I prom to buy A's car if I get a loan. If I

get no loan, I have no duty to-buy the car

.3 types coeds: concurrent, precedent &

subsequent

concurrent

both coeds must occur tog,

i.e., when the gds are deliv, pat is made

B. precedent

1st pty must perf B4 2d pty's duty to perf

arises

if 1st doesn't perf, 2d may

refuse to perf

cancel K

and sue for dams

usu must be a substantial br B4 recissn

permitted

i.e., doctrine of substantial performance

C. subsequent

discharges the duty to perf

Rare

EX - "this bldg is given to you so long as you use

it for church purposes". Its yours as long as

you use it so, but when you stop, the duty to

let you own it is discharged

D. express connds

stated in K

must be strictly perf'd B4 other pty must perf

failure to perf cond may result in failure of rt

to rec put or return perf

may also result in rescissn unless at thinks its a

penalty & th4

personal satisfactn conds

2 categories

a. sits involving persl taste, fancy or judgmt

(subjective dissatisftn)

must be genuinely dissatisfied -good faith

can use experts as to show lack of gf

if done in gf, duty to perf is excused

b. sits involving mechanical fitness, utility,

mkbty

(objective dissatisf)

law reqs reasbl satisfactn not pers

satisfactn

if reasbl person wd be satisfied, then duty to

pay arises, tho you aren't satisfied

constructive coeds

not expressed by pties

read into K to serve justice

Ex - must work in order to get paid. Law reads

that cond into the K. Can be changed by custom

EX - duty to pay for airline tickets before

boarding

tender of performance - ready, willing and able to

perform

if both req'd to perf at same time, one pty can

put other in default by

making tender of perf w/o actually having

to render perf

substantial performance

express cond-must be strictly met or there's

material breach

can treat K as rescinded or

can treat K as partial br & sue for dams

constructive conds-need only be substantially

perf'd to avoid mat. br.

dollar dams then awarded for this immaterial br

& other must still perf

Installment Rs & divisibility

K is entire UOA

divisible not nec same as installmbs

divisible if K divided into 2+ pts &

perf of ea pt by l is agreed exch for

corresp pt by other pty

pties specify when K is entire or divisible

if divisbl perf of 1st pt puts 2d pty under duty

to perf 1st pt also

if installmt K, material br of installmt

justifies rescissn of balance

if divbl, & failure to perf 1st pt - pty

may recover value of that installmt less

dam caused by br w/o rendering perf of

teal of agmt

6. Anticipatory Repudiatn can't call it br bec time to perf not yet arrived non-breaching pty can elect to treat as br and sue now wait for time to perf & sue then doesn't apply to prom to pay $ on or B4 specifd date

UCC - buyer may 'cover'

must be in gf

w/o unreasbl delay

reasbl K to purchase goods elsewhere

if fain to cov doen't bar dam for nondeliv can !

recov

cliff betw cost of cover & K price

incid

conseq

dam km to what can't be prevented by proper

cover

retraction of repudiate possbl

must be done prior to material change in

reliance

UCC - can be done till repud pty's next pert due

unless Docent pty has, since the repud,

cancelled or

materially changed his positn or

otherwise consids repud final

If you want to go back to LS 470 contents, click here.

If you want to go back to Dr. B-A's home page contents, click here.

Last updated September 12, 1997 by Dawn D. Bennett-Alexander

Terry College of Business >>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>University of Georgia

LS 470- Business Law II

Dr. Bennett-Alexander

Chapter Word Outlines

goes with chapter 19

Excuses for Nonperformance & Discharge

I. Excuses for nonperf

relieves pty fr duty to perf or liabty for br

(5) legally recognized excuses

hindrance, prevention, noncooperation must be wrongful excuses nonperf by other pty

2. waiver-no intent to enforce rights under K can be made B4 or after breach can be retracted unless supported by consid., or

pty made substl change in positn in reliance

impossbty of perf t4 types)

more than mere hardship

more difficult or expensive doesn't const it

must render perf physically & objectively

impossbty

subjective impossbty not enuf

if impossible, both pties discharged

Acts of God not nec impossbty

must provide for no liab for it in K

Impossibly includes (4)

illegality - becomes illegal to perf

death or incapacitating illnss if pers serv

destructs of sub] matter essentl to K

relieves both

essential element lacking

not well defined by law

akin to mutual mistake

neither pty at fault

neither know of missing element

EX-agree to build bldg but neither knew

ground

made it impossible

4. commercial frustration

excuses perf when essen purp & value of K

frustrated

something happens to prevent obj or purp of K

unforseen by either pty

more than hardhip, but less than total impossibly

intervening, fortuitous, unforeseebl event makes

orig purp moot

5. commercial impracticability (WCC)

similar to commercial frustration

w/o fault of either

unexpected development or gov't action

substituted perf may be ok

unforseen shutdown of major supply source, crop

failure, war ok

S must notif customers seasbly of delay or

nondeliv

upon notice of same, B can either

- terminate K as to delivery,

* terminate & discharge the entire K if the deficy substan impairs valu of whole K, or

* modify K & agree to take availbl quota in'

substitn

if not done w/i reasbl time (not exceeding

days), K lapses as to delivs cov by S's notice

II. Discharge-pties no longer have duties under K (9 ways)

reclssn

renunciatn

cancellatn

surrender

novation

pat

accord & satisfactn

stat of limitation

performance

release

formal written stat that pty discharges other pty fr

amts to covenant not to sue

renunciation

stmt that pty dischs other pty

can still sue if no consid

equiv to release

if written & deliv, no consid nec & ants to a release

cancellation - ~urrender of written K

reqs consid or proof of gift

evid of oblig, not same as obligate itself, i.e.,

promissory note

novation

pties agree to subst perf by 3d pty & released

payment

gen cash, UOA

gen pat by nego instr is cond'1

its final if pmt made at maturity of instruct

if not, debt still exists as B4

pties may agree that pat by NI is absolute disch

if instru not pd at maturity, only recourse is on

instr, not K

bec already agreed 2 take instru,th4 K dischgd

receipt of pat usu suffices as evid of pmt & disch

_ check ok, tho skid on ck what its for if debtor owes more than 1 debt to same debtor can direct how pmt is to be if no instructns fr debtor creditor can

cancelled

creditor, applied

, ________ __ apply as

s/he wishes

if applied to debt barred by stat of lim, doesn't

revive claim

if pmt comes from 3d pty, i.e., surety, creditor must

protect 3d pty's positn, i.e., not apply to

other

claims debtor has 1st

accord and satisfaction

agmt to change consid - Accord

performance - Satisfactn

must be disputed debt

see prey. notes

statute of limitations running

if pmt made on debt, promise to pay or ackmt of debt

after stat runs., stat period starts anew

no new consid nec

if minor or insane, stat stops running

can bring actn after reaching maj or becoming sane

UCC - 4 yrs

can't be extended

can be reduced to not less than 1 yr.

Restmt - varies fr state to state

If you want to go back to LS 470 contents, click here.

If you want to go back to Dr. B-A's home page contents, click here.

Last updated September 12, 1997 by Dawn D. Bennett-Alexander

Terry College of Business >>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>University of Georgia

LS 470- Business Law II

Dr. Bennett-Alexander

Chapter Word Outlines

goes with chapter 18

CONTRACT RIGHTS OF THIRD PARTIES

I. Third Party Beneficiary Contracts

K entered into expressly for bene of ad pty 3d pty is not a contracting pty

obligor-performs terms of the K beneficiary (donee or creditor) - recs benefits of K beneficiary must show s/he is an intended incidental beneficiaries may not sue either pty donee need not be named in K if can show mbehp in group it

was for

beneficiary need not know of K at time made

beneficiary has vested int in K from moment its made

gen K can't be rescinded w/o bene's consent if e/he's

accepted its terms

until bone accepts or acts upon K

K can be abrogated

bene can be divested

minors presumed to accept favorable K upon execute

K can't be changed to deprive minor of its benefits

1. creditor beneficiary (CB) R

originally a debt betw debtor and CB

to pay debt, debtor (D) tells ob'or to pay CB instead

obligor now to pay CB

CB can sue either o'or or D if K not perfd

2. donee beneficiary (DB) R

donor Ks with ob'or to provide gift to DB

tho K is between ob'or and donor, its for DB's bene

DB can only sue ob'or if K not perfd

II. Assignment

pty to K transfers K rts to 3d pty

assignment-transfer of rights

delegation-transfer of duties

gen, asset is of rts, but may contain both

assignor - assigns rts to 3d pty

assignee - person K rts assigned to

obligor - orig pty to K who must now perform for a'ee

rather than a'or

if a'or gives full asset, still liab on K if ob'ee fails

if novation rec'd, a'or no longer liab on K

a'ee steps into a'or's shoes & has no greater rts

ob'or can use any defenses good agnst a'or, agnst a'ee

a'ee skid immed notify ob'or of asset

protects ob'or fr having to perf twice if perf given to

a'or bec no notice

protects a'ee if a'or assigns same rt to another a'ee

ob'or must perf for a'ee

perf by ob'or for a'or doesn't disch K

no formalities req'd to give assmt

consid not reqd tho may be given

may be written or oral - subj to Stat of Frauds

after asset, a'ee can sue ob'or to enforce rts under K

gen, K rts may be assigned w/o consent of ob'or

not so for pers rts/duties K

not so if assmt places addl burden or risk on

ob'or

UCC gen permits asset

if anti-assmt cl, K can still be assigned

non br pty has c/a for br of K

gen such cl only prohibs delegatn

if K said K void if assigned, it is

if K said asset invalidates K, at may permit K

avoidance

If you want to go back to LS 470 contents, click here.

If you want to go back to Dr. B-A's home page contents, click here.

Last updated September 12, 1997 by Dawn D. Bennett-Alexander

Terry College of Business >>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>University of Georgia

LS 470- Business Law II

Dr. Bennett-Alexander

Chapter Word Outlines
goes with chapters 20, 21

Introduction to Sales Contracts

Concerns Article 2 of UCC Covers sales of goods

including

specially manufactured goods

serving of food or drink to be consumed there or elsewhere

minerals, wood, etc. if to be severed by Seller

if severance by Buyer (B), then its sale of int in land

Sale - exchange of title to goods for a price

S's oblig - tender gds to B

B's oblig - accept gds & pay price

Merchant

Good faith - honesty in fact

w/merch, incls observg reasbl comm stands of trade

Sale on approval -gds deliv primarily for use as consumer purchase title & ROL stay w/S till gds accepted failure to notify of rej reasbl time is acceptance not subj to B' s creditors till B accepts

Sale or return

gds deliv primarily for resale

title & ROL pass to B until deliv back to S

subj to BPS creditors while in B's posse

FOB place of shipment - S oblig to place gds in posse of carrier

for shpmt to B Shipment contract default to this

title & ROL pass at time & place of shipment

if B rejs (rtful or wrongful) upon tender, title returns to

same if B justifiably revokes acceptance

FOB place of destinatn - S oblig to cause gds 2B deliv to B at

S's own expense & risk destination contract

title & ROL pass at time & place of tender of gds to B at

destination

see above for B's rejects & revocatn of acceptance

FOB vessel, car or other vehicle - S at own risk loads the gds on board

FAS (free alongside) vessel at named port

S at own risk & expense deliv gds to alongside vessel

on dock designated & provided by B

CIF - lump sum of cost of gas, ins & freight to named destnatn

S loads gds

makes provisn for pmt of freight - consid 2B shpat K

obtains ins policy in favor of B

gen pties will deal thru the gas' documts

S perfs by tendering to B the does (invoice & nego BOL)

B perfs by paying agnst the tender of the req'd does

Pties free to make K anything they wish, thats legal can't disclaim UCC req of GF, diligence & due care

Pat due at time & place B to rec gds concurrent coeds of exchange are delivy & pmt UOA credit must be negotiated for most domestic sales done on "open acct" where S ships

to B on B's prom to pay in 30, 60, 90 days

Documentary exch - "cash agnst documents"

S uses does of title (DOT) to control gds till she's pd

DOTs act as

a receipt for gds

states terms of shpmt or storage betw S & whee co or

mover

DOT incl

bill of lading (BOL) by RR or steamship co

warehouse receipt

any other doc showing one in posse of doc entitled to

gds

Shipping under reservatn (one type of documentary transac)

S recs negobl DOT & keeps sec int

S indorses DOT & sends to his bank

attaches signs draft or demand for immed pmt by B

S's bank forward doc to bank in B's city

that bank only releases BOL to B after pmt

B can't get gds w/o BOL

Course of dealing - sequence of prior conduct betw pties

Usage of trade - practice or custom in the particular trade

Course of performance - K that reqs repeated perf

When there's conflict, UCC heirarchy for eliminating it is

express terms course of perf, cse of dealing, usage of trade

Gap filling - used when K doesn't incl term. UCC fills it in

Price - reasbl price at time of deliv

Quantity - Output & requirement Ks ok

Delivery - S phys transfers into B's posse conforming gds

Tender - meets deliv req

S makes conforming gds availbl to B

notifies B

tender must be at reasbl hour

must keep gds availbl for reasbl time

Place - S's place of bus

if none, S's residence

if for identified gds known to B&S 2B at some

other place, then that place

Gds w/bailee - to deliver, S must

deliv

tender nego DOT for the gds get ack by bailee that B is entitled to gds

Delivery - UOA, S mst tender in sngl deliv, not

installmts

if S can't deliv all at once or B can't take

all at once, more than single deliv ok

Time of perf - K unenforbl if integrated & time left

out

gen if not in K, reasbl time

pmt due at time & place B to rec (phys

B may inspect before paying

if COD, B must pay 1st if open ended K for

successive

posse) gds

perfs (1000 lbs flour p/wk), valid for reasbl time

UOA & pty can terminate any time Transfer of Title

Gen - title passes to B at time & place where S completes

perf

re Whys deliv of Ads

Gds must be identified (IDd) to K

i.e., S specifies particular gds

B then has spec prop int in gds & can insure

if gds exist & are designated when pties enter R. ID occurs

& title passes at time & place of contracting

if gas in whae & S delivs whse receipt to B ID occurs &

title

passes at time & place DOT is deliv

if future gas, gds IDd when S ships or marks as B's gds

if crops 2B grown, IDd when crops planted

if unborn young of animals, IDd when conceived

Shipmt as - title passes at time & place of shpmt

Destinatn as - title passes upon tender of gds at destinatn

If B rt fully or wrongfully reds or rtfully revokes accep,

title automatically returns to S

if gds shipped under reservatn of title so price must be pd

before B obtains title, title still passes to B . tho S

retains in the gds a sea int, which must be perfected under

Art 9

Purchaser of gds acqs title her T'or had or had power to transfer

if S has no title, P recs none if S has voidbl title, GFPV

recs good title incl entrusted or other bailee merch who sells

gds in OCOB

Risk of Loss (ROL)

who bears loss in event of theft, destructs or dam to gds

during pert of K

UOA, depends on whe br of K or no br of K

Breach of K cases

basic rule is that loss skid be borne by pty who br

if B rtfully revokes accep of gds

ROL goes back to S to exten loss not covered by B's ins if loss occurs after gds IDd but while in S's control & B

brs

S can impose ROL on B for reasbl time

Non-Breach cases (3 situates)

1. K calls for shpmt of gds

Shipmt K-ROL passes when gds arrive at destinatn & are

availbl to B for deliv

Bailments (gas w/bailee such as warehouser)

Gds rep by negobl DOT

ROL passes when S tenders doc to B or when bailee acknowledges B is entitled to gds Gds rep by nonnegobl DOT

ROL passes when B has had reasbl time to present doc

to bailee

if bailee refuses to honor DOT tender, ROL remains

w/s

3. Other cases.

Depends on status of S

If S is merchant

ROL passes when B recs gds

even if B PIF & S notified B gds at B's disposals

bec S more likely than B to carry ins on gds

If S is nonmerchant

ROL passes upon tender of gds tender incls

making conforming gds availbl to B and giving B reasbl notice so she can take deliv Sale on approval

ROL passes upon B accepting gds or failure to seasbly notify S of decision to return gds after notificatn of electn to ret gas, S pays ex penses of return & bears ROL Sale or return

ROL passes upon gds giving deliv to B

31

If you want to go back to LS 470 contents, click here.

If you want to go back to Dr. B-A's home page contents, click here.

Last updated September 12, 1997 by Dawn D. Bennett-Alexander

Terry College of Business >>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>University of Georgia

LS 470- Business Law II

Dr. Bennett-Alexander

Chapter Word Outlines

goes with chapter 22 & 23

SALES BREACH & REMEDIES

S's duty-deliv or tender conforming gds at proper time & place

tender is a cond to B's duty to perf

B's duty to accept deliv & pay for gds

pties may vary the remedies availbl by K

Adequate Assurance

available to both B & S

if one pty has reasbl grnds for insecurity

can demand in writing

that other will offer proof

that other will provide conforming performance

demanding pty can suspend pert until assurance rec'd

if no assurances w/i reasbl time can treat K as repud

reasbl time can't exceed 30 days

what const reasbl grnds for insec & adeq assurance left open

between merchs, commercial stands applied

B's rems S's rems

cover resell gds & recov dam

rej K cancel K

recov dam for nondel recov dam for nonaccep

specific perf or replevin sue for price of gds

Ways to Breach

anticipatory repud by B or S

failure of pert by B or S

rejects by B (rtful or wrongful)

revocatn of accep by B (rtful or wrongful)

if revocatn or rejec is wrongful, B br K

if revocatn or rejec is rtful S br K

B's Rts/Reas

BUYER'S RIGHTS

Rt to Inspect

~. . . .

B has rt to do so B4 pat or accep

must be reasbl time, place & manner

K govs where inspects to take place

if S to send gds to B. may be done after gds arrive

if COD, B must pay 1st

if pat agnst does of title, must pay 1st

if B must pay 1st, doesn't impair rts if defect later found

B must pay expense of inspects

if gds Conforming, B can recov cost of inspect fr S

Rt to reject

B can do so if gds don't conform

may

accept whole

accept any commer unit(s) & rej rest

accept of pt of gds doesn't impair rts agnst S

must notify S of br w/i seasbl time to pursue rem of dams

if not so notified, rej is ineffective & consts accep

if B conts posse of defec gds for unreasbl time, no rt to

re~

gen, may be gen notice w/o particulars as to defect

if defect cd be remd if parties given to S. B may lose rts

if betw mercies, can demand full written stmt of all

defects

if request not ans'd, B may lose rts

if B in posse & rejs, must hold w/reasbl care for S to

remove r

if merch B. must follow S's reasbl instrucs as to dispositn

if no instruc, may make reasbl efforts to sell for S's acct

if perishbl or

threaten to decline in value quickly

if sale not mandatory, B may

store for S's acct

reship to S

resell for S

B has sec int in gds for cost of sale or other dispositn

must remit extra $ if any, to S

Rt to revoke accep acceptance is failure to make effective rejectn indicating gd's conform or will take in spite of nonconformty after reasbl opportunity to inspect any act inconsistent w/S's ownership may revoke accep if (2)

* substantial impairmt as to B & defect not immed discovbl or B. or

* B reasbly expected S to correct & S didn't

must give S notice

revocatn must be w/i reasbl time after B discov (or shd''v)

defct

after revocatn, B's in same positn as after rej

Rt to cover

arrange to purchase gds elsewhere as a substitute

must act reashly & in gf

rental isn't reasbl substitute for purchase

B can get fr S

cliff betw K price & cover price

conseq dam

must keep conseq dam to min by covering

incident! dam

B need not purchase substitute gds at cheapest price

gen B not required to cover (except 2 keep conseq dam to

min)

Rt to dam for nondelivery or repud

cliff betw K price & mkt price when B learned of br

B also entitled to incidental & consequential dams

if B buying for resale

dam is cliff betw K price & price gds 2B resold for

if pmt still due under same K, B can deduct br amt fr amt

due

can't deduct this fr another K w/S, must be same K

if S disputes ant deducted, at will decide reasblness

BUYER'S REMEDIES

Rt to the gds availbl when

before

gds unique

not defined, but may incl output & reqmt Ks where gds

not readily or practically availbl otherwise

B must not 've been able to cover

B may also get replevin instead of recovery of gds in hands of S who wrongfully w/holds fr

can only do if

* B has specl prop in gds (i.e., gds identified to K)

* S becomes insolvent w/i 10 days after rec 1st installmt pmt fr B B must tender unpd portion of the price S's Rts/Reas

Rt to Cure

if gds don't conform & relatively minor, S may correct

S must notify B of intention to cure

S must tender conforming gds w/i time for perf

If time for perf expired, S may still tender if

S had reasbl grnds to believe

gds wd be accepted despite nonconform

i.e., only 1 shirt of 1000 missing

Rt to Reclaim fr Insolvent B insolvent

ceases to or cannot pay debts as due (or)

liabilities exceed assets when S discovers B's insolvency, can

* refuse further delivs except for cash

* demand pmt for all gds previously deliv under K

* if gds enroute, can stop them

* if gds in whse or other storage awaiting deliv to B. can stop deliv by bailee

* if B rec'd gds on cred while insolvent, S can reclaim

S must make demand w/i 10 days after receipt by B

if B made written misrep of solvency w/i 3 mos

gds deliv &

S justifiably relied on it S not lim to 10 day period for reclaiming

reclaiming gds prevents them fr becoming pt of B's bankrupt estate

Rt to Reclaim Gds fr Solvent B

if B breaches, S can stop delivery by carrier

S must give proper & timely notice to carrier

must give carrier enough time to follow instructs

rt ends when gds deliv to B or bailee acks holdg gds for B

not so if B insolvent

must stop by carload, truckload, etc., or larger

Rt to Resell ads

has claim agnst B for diff betw resale price & K price

if gds not yet fully made, S can

identify gds to K, then resell

stop & sell unfinished gds

must be able to show unfin gds were for the partic K

sell unfinished gds for scrap or salvage

must use reasbl commercl judgment for mitigating dams

may be private or public sale (auction) F

if private

S must give B resbl notice of intent to resell

if public

S must give B notice of time & place resale

S can purchase at sale

notice not req'd if gds

threaten to decline in value or

are perishble

S not accbl to B for profit if higher ant realized at resale

Rt to Collect Dams

diff betw unpd K price & mkt price at time & place of tender

incidnt'l dams

if not enough, can recover profit S wd've made fr full perf by

B + incidentl

may include reasbl overhead

Rt to Collect Purchase Price (3)

* if B accepted gds

* if resale isn't practical, i.e. specly manufd gds & no mkt

* if gds destroyed after ROL passed to B

must hold gds for B

if S obtains j agnst B. may resell any time before collects

must apply proceeds to satisf of j

pmt of total due on j entitles B to any gds not resold

S 4 ~ sinews Law I r./-A1 ~ Unwashed ~

36

If you want to go back to LS 470 contents, click here.

If you want to go back to Dr. B-A's home page contents, click here.

Last updated September 12, 1997 by Dawn D. Bennett-Alexander

Terry College of Business >>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>University of Georgia

LS 470- Business Law II

Dr. Bennett-Alexander

Chapter Word Outlines

goes with chapter 24, 25

WARRANTIES

Pty injured by defective gd may sue on theory of neg. or prods liab.

Or br of warr

Gen, can sue in K or tort

both theories can be argued in one suit

Br of warr is K theory

No need to prove neg on pt of S or others

Express or implied promises by S to B re gds

If implied, law imposes warranty regardless of pty's acts

If warranty breached, B has c/a agnst S for br of warr

May also cover injuries to 3d pties not pty to K

UCC rems for br may be modified

unconbl to limit conseq dam for injury related to consumer

gds

B must give S notice of br

w/i reasbl time of discov or

w/i reabl time w/i which it shdv been discovd

may be oral or written notice of defect

bringing lawsuit isn't notice

No privity req'd for br actn

horizontal privity-to whom does warr extend

gen extended to

anyone in the family or household of B. or

guest in home

if reasbl to expect quest to use gd

_ _

vertical privity-who can be sued for Or gen can sue anyone in chain of distribution

Express warranties

express reps or promises made by S to B as pt of sale of gds

no formal words nec

no specific intent to make exp warr nec

incls all specific stmts re gd, except puffing

may be brochures, samples, descripts, pics, blueprints,

diagrams

S warrs that gds will conform to express stmts made

mere stmts of opinion aren't exp warrs

opinion of experts may be exp warr

i.e., jeweler if warr given, then a stmt says all warrs excluded, disclaimer ineffective

Implied warranties (3) come about by operation of law incl title, merchantability and fitness for a particular purp

Titl1. S warrants he's conveying good title to B

S warrants there are no liens or encumbrances on gds

i.e., that no one else has title & can take them fr B if S sells w/o the warr, & title disturbed, then no br warr can be excluded or modified fang must be specific so B knows title bought

judicial & estates executor sales don't imply title

guarantees

GFPV in voidbl sale can either sue based on

status as GFPV, or

br of implied warr of title of merch

S also warrs agnst patent or othr 3d pty rt infringmnt

Merchantability

given by merch dealing in gds of the kind

warrs that gds are

fit for ord purp for which gds are used

not lim to use by immediate B

of even kind among the units or w/i fungible gds

adeqly packaged, fabled or contained as req'd by agmt where necess bec of gds

liab incls direct econ loss diff betw gds as is & as skid be cost of repairs or replacement personal injury prop dam

applies to new & used gds

B must show defect present at time of sale

defect proximately caused injury or loss

term"merbty" must be include in exclusn or modif, 2B

Gen word

effectv

if exclusn in writing, must be conspicuous

may be exluded by oral agmt or course of perf

no warr if

S demands B inspect &

B couldn've seen defects upon inspectn & didn't

B failed to inspect

3. Fitness for a particular purpose

S must have reason to know of partic purp B needs gds

for

B need not actually say purp or reliance if circums

show S wd know

B must be relying on S's skill or judgment to select suitable gds

applies to merchs & nonmerchs gen only merchs possess the special skill or judgmt

br may result in disaffirmance money dams

Exclusn must be conspicous in writing

*prod sold by merchant who deals in gds of the kind

*prod sold in defective & unreasbly dangerous cond

usu means danger beyond that ord contemplated

Ex-knife isn't unreasbly dangerous is if handle is loose

*prod reaches C in substan same cond as when left D

*gd is defective & unreasbly dangerous to

*consumer

*consumer's property

*defect caused harm to consumer S liab only for

phys harm to person

phys harm to prop

S not liab for econ harm exercise of reasbl care by S is irrelevant its the law in most states

applies to

Sellers

manufacturers

designers

gen not applicable to used gds, but trend toward it

has also been applied to leases

applies to containers also, i.e., milk jug breaks

unlike warranty liabty:

doesn't cover econ harm

extends to anyone harmed by defective gd

Defenses

misuse of product

voluntary assumption of the risk

40

If you want to go back to LS 470 contents, click here.

If you want to go back to Dr. B-A's home page contents, click here.

Last updated September 12, 1997 by Dawn D. Bennett-Alexander

Terry College of Business >>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>University of Georgia

LS 470- Business Law II

Dr. Bennett-Alexander

Chapter Word Outlines

goes with chs 47-49

INTRODUCTION TO THE LAW OF PROPERTY

Real Property

land & things attached to land

bldgs, fences, trees, wells

goes as far up & down as is reasonable

Personal Property - Chattel

all things that are not real property

classified as either

tangible

prop that can be touched

intangible - chattels personal in action - chose in

action

prop that is a K rt of some sort

accts recbl

K rts, etc.

Fixtures

pers prop that becomes "permanently" attached to real prop

important, to determine

if mortgagee entitled to the prop upon foreclosure

if sec'd pty entitled to prop upon default

if lessor or lessee owns it at end of lease

tests to determine if prop is pers or fixture (gen 1st 2

alone

insuff)

annexatn- degree of attachmt to real prop

gen, connects by plug not enough

i.e., window air conditioner

incorporation into prop is

i.e., attic fan w/venting to house

adaptation- prop used to promote purp for which land

used

i.e., irrigate pipes on farm

intention-plies say what they want prop to be

How property is held

tenants in common

joint tenants with right of survivorship

tenants by the entirety

What Prop. is held: Real Prop ownership ints

fee simple estate.

estates-ownership ints

fee simple absolute

most ownership known at law

owner owns & can pass by sale, will, gift, etc.

qualified/conditional FS

may be defeated in future by happening (non) of event

life estate

less than FSA

possessor only has prop for period of life of

grantor

grantee or

another

can be sold or

says

mortgaged as other ints, unless instr otherwise

can be conditioned upon event

i.e., "To A for life or until her marriage"

LT must use reasbl care to maintain prop in cond recid normal wear & tear is ok cannot commit waste need not make lasting improvements

must pay taxes, mortgage, it any, etc.

if land being used for mining at time of LE, LT can so

use

Remainders & reversions

reversion-goes back to grantor or heirs after LE

remainder-goes to 3d pty after LE

can be transferred, mortgaged or sold, even before LE

ends

gen FSA when it becomes a present possessory int

can enforce rts agnst LT not to commit waste

Condos & Coops

condo - individually owned unit in an apt bldg + undivided

int in common areas

txes, expenses, liaby 4 commn areas shared proportntly

creates org to oper commn areas, make reprs &

improvemts

elects bd govs & ea unit owner has 1 vote to elect bd

airs

bd operates owner's assn subj to owners' approval

individual units taxed separately

each owner mortgages his/her unit separately

coop- doesn't own real estate, but only his/her share or

coop

may be residential or business coop

ownership is a share of a not-for-profit corp

taxes & upkeep pd out of member assessments

coop is single unit for taxing purps

only one mort for entire coop

special form of bus org coordinates operate of prop

public restrictions

makes it so no FSA owner has absolute rts

gov can take by eminent domain

must be needed for public's use & benefit

owner must be justly compensated

need not be full compensation

environment may be regulated

gov can use health & welfare usage restrics

i.e., no nude dancing clubs in some areas

zoning regulations

restrictions use to be made of prop in certain

location

bldg ht

bldg facing

setback

minimum acerage

private restrictns

private pties agree to restrict land use

easements-rt to use real prop

if in deed (same or another), runs w/land

if in separate K, binds only immed pties to agmt

can only be revoked by deed

can't be modified w/o consent of easement owner

may be by adverse possession-easemt by prescription r

easemt by necessity - law reqs it bec only fair bec

necessary

just compensate req'd

license-oral easement

landowner may revoke at any time

may become irrevocable by estoppel

covenants - restrictns on land use

enforced by those surrounding prop

ea subdivisn owner may sue to enforce

gives rt to sue if restrics not conformed w/

gen contained in deed or subdivision plat

plat is recorded in public records

binding on all subseq purchasers & supplements zoning laws

runs w/ the land bec affects the use of the land itself

th4 binding on all future owners, whe in new deed or not

remain indefinitely

may be changed if coeds substan change after covs created

if cov is for personal benefit of grantor

does not run w/land

not enfobl agnst subseq g.rantees

Ex-g'ee covs w/g' or to repair fence -cannot have restrictns that are unconst

Ex-land isn't 2B sold to blks, women, etc.

conditions - grant of prop may depend on this

"To A if he marries by 25~'

If A doesn't marry by then land does not go to A

43

If you want to go back to LS 470 contents, click here.

If you want to go back to Dr. B-A's home page contents, click here.

Last updated September 12, 1997 by Dawn D. Bennett-Alexander

Terry College of Business >>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>University of Georgia

LS 470- Business Law II

Dr. Bennett-Alexander

Chapter Word Outlines

goes with chapter 47

ACQUIRING TITLE TO PROPERTY

Peraonal Proporty

Title by original posaesaion used to obtain posse over wild animals, fish, etc. 1st to reduce to her exclusive posse is owner

Title by transfer - gen

gee-transferee rec's no greater title than transferor had

if T'or has viodbl title to pers prop, GFPV rec's good title

inter vivos gift

voluntary gift during life of owner

donor-owner who gives gift

donee-one receiving gift

3 reqs

*donor intends to give gift

*delivery of possession by donor

may be actual or constructive/symbolic

Ex-giving keys to car may be valid symbolic deliv

giving whse receipt for gds in storage -same

symbolic deliv not ok if actual dliv reasbly possbl

executory prom to make gift gen not enforcbl-no consid

unls contrary intnt obvious, tr of possn of pers prop

creates

presumptn of d'or's deliv & d'ee's consent

*acceptance of gift by donee presumed if donee is minor

gifts causa mortis

exceptn to rule that gifts when given are complete

gift delivered in contemplatn of d'or's death

facing long trip

serious operatn

have an incurable disease

if d'or doesn't die, may revoke gft & recov it fr donee

Testamentary Gifts

Title by Accession (2 types)

(l)owner of gd has rt to all it produces

i.e., calves born of cow belong to cow owner

(2)if 2 owners' gds united w/o fault, resultg prod belongs

to one "/majority portn

minority portn owner can recover dam if wrongful joining

innocent tresp to pers prop

acts thru mistake -recovery based on above rule

willful tresp

acts intentionally

can't recover anything

both wrongful

unauthorized repairs

- owner entitled to gds as repaired

value doesn't matter

if added pts can B severed w/o dam to orig, shd be

if acceded prop is sold to GFPV, GFP has same rts as orig r

trespasser willful trespasser-no title th4 can convey none O can recover prop from GFPV w/o liab to GFPV if GFPV improves or repairs prop & owner wants it ret GFPV can remove additions if won't dam gd

Title by confusion

applies to fungible gds

i.e., hay, rice, logs, corn, etc.

Intentional, accident or mistake owners own undivided int in total int is the amt stored by owner any loss shared proportionately

Wrongful

not by accident, intent or mistake

gives title of total mass to innocent pty

if divisible, then exceptn

if wrongdoer can show

mass = in value p/unit to prop of innoct pty

then can recover his/her share

if new mixture same value as old (innocent pty's)

wrongdoer can get his portion of new mass

if can show amt added by him/her

must give convincing evidence of amt added

if 2 gds added & wrongdoer can only est his portion of

only gets that portn of combined mass

Abandoned property discarded by true owner w/no intent to reclaim 1st to claim has title

Lost property

neg or accid of owner causes prop not to be where intended

title rests w/true owner

finder can keep prop till owner found

finder's title good agnst all but owner

finder's rts superior to rts of owner of prop where found

not so if finder was trespassg

Mislaid/misplaced prop owner intentionally put it there, but forgot it finder must give it to owner of premises premises owner must hold it for owner

If you want to go back to LS 470 contents, click here.

If you want to go back to Dr. B-A's home page contents, click here.

Last updated September 12, 1997 by Dawn D. Bennett-Alexander

Terry College of Business >>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>University of Georgia

LS 470- Business Law II

Dr. Bennett-Alexander

Chapter Word Outlines

goes with chapter 49

Real Property

title by original entry

title obtained from sovereign title by deed

legal doc rep int in or title to real prop

reqs legal description of land

*metes & bounds-ref to natural or artificial monuments monuments control over courses (angles) courses control over distance amt of acres is least important factor to consider in F descrip

*plat

recorded writing type of ownership conveyed that int is being conveyed to grantee signature of grantor delivery by grantor

not effective until delivered

delivery is placing it entirely out of control of grantor

must occur during grantor's lifetime, even if g'or ordered delivery

shd be recorded

optional clauses:

covenant of seizen

g'or has FS title & rt & power to convey prop at time of making deed

cov of quiet enjoymt

g'ee & successors will have peaceful njoymt of prop

cov of further assurances

if anyone else claims title to prop, g'or will defend

Warranty deed

contains all 4 of above

broadest deed

g'ee usu insist upon this in traditnl RE transacs

Grant deed

g'or covs that

no int in prop

has been conveyed to anyone else

while s/he owned it

prop hasn't been encumbered except as noted

any future title to g'or will be conveyed to g'ee

narrower than warranty deed

g'or only liab for encumbs or elms arisg while g'or owned

doesn't protect agnst

encumbs existng prior to g'or's title used widely in Calif & other states

Bargain & sale deed

g'or has title & rt to convey, tho no cov as to its validity

no express covs as to title's validity

if K silent as to type of deed, this is all that's req'd

Quitclaim deed

no warranties re title merely transfers whatever int g'or has

Transfer by judicial sale

*rectangular survey

descrip based on known base line (E-W) & principal meridian (N-S)

doc dividing tract into streets, blocks & lots

judicial sale

pty's prop sold to satisfy a judgmt agnst him' tax sale-prop sold to pay taxes on it

foreclosure

prop sold to pay mort on it

all sales by sheriff or other proper public official under order of ct

Title by Adverse Possession

Reqs (4) actual possessn remains on prop for statutory period tacking

successive owners

may add on to the ownership of prey owners

to reach

statutorily necessary period

tackers must claim under same chain of title

possesses prop openly & notoriously

owner's knowledge not essential

claim must be based on some legal rt

color of title-title has a defect but is otherwise good

i.e., mistake in deed doesn't gen apply to prop owned by gov

Title by Accretion

soil added to land by action of water

alluvian extensn

caused when shore or bank extended by gradual addition

of soil deposited by water

water adds land

reliction

increase in shore or bank caused by receding & exposing

more land

water exposes land

new belongs to owner of bed of creek where new land formed

if opposite shore belongs to another

then each owns to middle of creek

may be the subj of adv posse

if navigbl waters, bed belongs to US

accretion belongs to riparian owner (owner of stream)

islands created belong to gov

i.e., Hawaiian volcano-created islands

If you want to go back to LS 470 contents, click here.

If you want to go back to Dr. B-A's home page contents, click here.

Last updated September 12, 1997 by Dawn D. Bennett-Alexander

Terry College of Business >>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>University of Georgia

LS 470- Business Law II

Dr. Bennett-Alexander

Chapter Word Outlines

goes with chapter 47

LEASES & BAILMENTS

License

rt to use land of another for specific purpose

not an int in land

personal, not assignable to others

2. Lease

transf of possn of RE fr landlord to tenant for rent

landlord (LL) - lessor

tenant (T) - lessee

may be oral or written, tho subject to SF

may be express or implied

Tenancy

amount of time lease is for

A. for a stated period

tenancy for certain time period, i.e., 5 years

must be in writing under SF if over a year

terminates w/o notice at end of period stated

not terminated by death of either during period

not term by destructs of improvmts during period, UOA

if only lease of improvemts & improvmts destroyed

K dschgd bec of impossbty

B. from period to period

fr one date to another, i.e., fr 1/188 to 12/21/88

may arise fr holdover T

if w/LL consent

T doesn't leave after stated period expires

may continue to treat as T

becomes tencancy fr per to per, not to exceed yr

(SF lim)

rent is same as in orig lease

if not w/LL consent

LL may evict T as trespasser

lease fr yr to yr or mo to mo only term if proper

notice given

proper time for notice gen set by stat

mo to mo gen 30 days notice reqd

yr to yr gen 60-90 days notice req

farms gen have diff time reqs bec of planting crops

gen notice due on rent day

at will

no fixed period for tenancy

term by either upon giving nec statutory notice

a few states don't req notice

if legal actn nec for possn, time will be imposed

D. at sufferance

T holds over w/o LL consent

can stay till LL evicts or allows it

no warranties re title

merely transfers whatever int g'or has

Transfer by judicial sale Judicial sale

pty's prop sold to satisfy a judgmt agnst him tax sale-prop sold to pay mort on it

foreclosure

prop sold to pay mort on it all sales by sheriff or other public official under order of

Title by Adverse Possession

Regs (4)

actual possessn

remains on prop for statutory period

tacking

successive owners

may add on to the ownership of prey owners

to reach

statutorily necessary period

tackers must claim under same chain of title

possesses prop openly & notoriously

owner's knowlege not essential

claim must be based on some legal rt

color of title-title has a defect but is

otherwise good

i.e., mistake in deed

doesn't gen apply to prop owned by gov

Title by Accretion

soil added to land by action of water

alluvian extensn

caused when shore or bank extended by gradual addition of soil deposited by water water adds land

reliction

increase in shore or bank caused by receding & exposing

more land

water exposes land

new belongs to owner of bed of creek where new land formed

if opposite shore belongs to another

then each owns to middle of creek

may be the subj of adv possn

if navigbl waters, bed belongs to U.S.

accretition belongs to reparian owner (owner of stream)

islands created belong to gov

i.e., Hawaiian volcano-created islands

can stay till LL evicts or allow it

Tenants' Rts & Duties

A. Rts & duties of lease determined by the agmt & stat

gen T entitled to exclusv rt to possn & control

LL has no rt on premises except to collect rent

if lease reserves rt for LL to inspect, can do so

if T abandons, LL may retake possessn to protect prop

B. T has no duty to make improvmts or substantl repairs,

UOA

must make minor repairs, i.e. broken window

if T has duty to repair, incls substantl repairs

gen doesn't req replacemt of destroyed structure

gen in comm lease, tent has rt to remove trade fixtures

installed during lease

gen fixtures become pt of RE & belong to RE

can't

D. rt

owner

not so w/trade fixtures

rt of removal terminates w/lease

unremoved trade fixtures become RE owner's prop

to pay rent subj to setoffs for vios by LL

rent duty released upon evictn

actual evictn

LL removes T's belongings fr premises

constructive evictn

LL does act

makes it virtually impossbl for T to

stay

failure to move waives rt to constru evic

T must still pay rent

stat may provide otherwise

some jurs give T rt to w/hold rent where premises

in disrepair

E. T may gen assign or sublet w/o LL consent if lease prohibs assmt, gen can still sublease if lease says T must have LL's approval, LL gen

arbitrarily w/hold it

assmt

transfers lease to assingee gen for entire remaining lease period

assignee becomes liab for rent assignor remains liab also

sublease

creates new leasehold estate gen only for pt of lease period

sublessee liab to T for rent T liab to LL

3. Landlord Rts & Duties

a. rt to collect rent

in many jurs LL has lien on T's pers prop for unpd

rent applies only to pers prop on leased premises

called distress for rent

b. LL has rt to have T vacate after tenancy period if lawful terminate, LL's rt to possn is absolute LL can't discrim on basis of race, sex, relig, national

origin or color

gen LL's motive for lawful terminate is irrelevant

c. T has duty to redeliver prem in same cond as rec'd

ord wear & tear is ok

if premises injured, LL may recover fr T or 3d pty

T may not make material change" or improvmts w/o LL

consent

If T vacates B4 lease up, LL's rts depnd on state law

some-LL need not seek new T--responsbty rests w/T

modern view-LL must mitigate T's dams or T's liabty

eliminated

e. Security deposits state laws req LL to

dam

justifcatrn

LL must deliv possessn at beg of lease term

LL must maintain press in habibl cond

T must

pay rent

keep dwelling safe & clean

allow LL to enter for periodic inspectns, repairs,

improvmts, emergs

cooperate in showing prems to potential Bs or Ts

T may make minor repairs & deduct cost fr rent

T must notify LL of defect

LL must fail to respond to reasbl time

minor defect is less than $100 or 1/2 the rent

whichever greater

distress for rent abolished

if T holds over, LL can sue for possn + 3x actual

or 3 mos rent greater of two

II. Bailments

possession of gds is temporarily transferred to another

may be for

loan

repair

storage

rent

owner - Bailor

one possession transferred to - bailee

reqs

possessn & temporary control by bailee

retention of title by bailor

ultimate possessn reverts to bailor or his

designee

1. Types (3)

a. bailmts for benefit of bailor

Ex-bailor gives prop to bailee for safekeeping,

w/o

fee to bailee

b'ee reqd to exercise slight care

b. bailmt" for benefit of bailee

Ex-bailor loans prop to bailee, w/o fee to bailor

B'or has duty to notify B'ee of known defects

if no notice, B'or liab to anyone who may be

expected to use gd as result

of but

i.e., employee's & family of bailee

b'ee reqd to exercise extraordinary care

bailment for mutual benefit

Ex-bailor takes car to shop for repair

bailor to rec repair services

bailee to rec compensate for services rendered to

prop

not nec that bailee rec camp in $ or tangible prop

if lease, prop must be reasbly fit for intended

purp

bailor must notify bailee of all defect which B'or

may reasby be aware of

if B'ee not notified, B'or responsible for B'ee

dams suffered as result

same if B'or didn't know of defect, but shdv by

exercise of reasbl diligence

b'ee req'd to exercise ordinary care

i.e. care the average person exercises over her

own prop

if propr care used by b'ee, any loss falls on b'or

dams assesed agnst b'ee based on retail replacmt value

more care reqd for expensive or delicate items

bailee must return prop to bailer undamaged

if damaged, prima facie case of neg

B'or can recover fr B'ee

if presumptn rebutted, B'or can't recover

exculpatory clauses

bailee attempts to disclaim liability for dam to prop

in his possn

can't be done by quasi-public instit bec agnst pub

policy

quasi-pub instits are businesses fr which we get

everyday necessities

cts prefer cls which seek to lim, not elim liab

UCC

storage agmt or warehse receipts

may limit amt of liab for loss or dam

can't disclaim duty of reasbl care

If you want to go back to LS 470 contents, click here.

If you want to go back to Dr. B-A's home page contents, click here.

Last updated September 12, 1997 by Dawn D. Bennett-Alexander

<pre LS (LEGAL STUDIES) 470 BUSINESS LAW OR BENNETT-ALEXANDER Caldwell 204 Spring 1995

OBJECTIVE: To familiarize the student with several of the business related aspects of law, including contracts, sales, and real and personal property.

REQUIRED TEXT: Business Law; Shedd & Corley (Prentice-Hall, 1993).

CLASS TIME: T Th 7:50-8:40, 8:55-9:45 Periods 1 & 2

F 8:55-9:45 Period 2

OFFICE & HOURS: 305 Brooks Hall. T & Th 12-1, and by appointment. Call 542-4290 for scheduling. Feel free to call me at home at 546-6602.

TESTING & GRADING: There will be three examinations during the quarter, including the final. The course grade is determined by adding together the three test scores and dividing by three. Questions regarding exams must be made within one week of the day the exams are returned to the class. Unannounced quizzes or other assignments may be given from time to time as a means of testing student knowledge and providing the only opportunity to gain additional points. The grading scale, unless stated otherwise, is 100-90 A, 89-80 B. 79-70 C, 69-65 D, 64 & below F. Examinations must be taken when scheduled, as there are no make-ups. Grades are NOT posted. Attendance is taken regularly. Exams are scheduled as follows: Thursday 4/27, Chs. 9-12; Thursday 5/18, 13-18, and the Final Examination on chapters 19-21, 43-45 on Thursday June 15 from 12-3 p.m. in the regular classroom. The last day of class is Friday June 9.

COMMENTS: Students say that it greatly improves performance if they come to class regularly and prepared. Preparation includes reading the chapters and answering the chapter-end questions. Answers to the chapter-end questions are on reserve in the library, though all important questions are covered in class during lectures. Notes are very important, as are class examples. They should be included in your notes and notes should be studied regularly, not only just before an exam. Get the numbers of a few students you can call in case you were absent.

All academic dishonesty matters are considered serious and will be dealt with in accordance with University procedures set forth in the publications issued by the Office of Judicial Programs.

The professor reserves the right to modify the syllabus as necessary.

</pre>