Business Law Notes PDF

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These notes are based on class lecture and reading material. They are very simple and detailed which allow an easy understanding of the subject. ...

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1st Amendment has two components: Most important AMND of Bill of rights

The bill of rights applies to government not private properties 1- Freedom of speech and press:

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The right to express your opinions, public criticism of government it protects individuals and corporations against government laws, against government censorship. It includes writing, singing, dancing, work, movies, all kind of expression. Symbolic speech is protected speech, However, expressive conduct doesn’t include violence, or neg conducts. It doesn’t apply to private actors. For ex: private school can apply limited rules for acts and speech called hate speech (anti-sexism, anti-bullying…) It’s accepted that giving money to charity or political campaign is accepted and considered something entitled to do in the first amendment. The controversy is about whether corporations can give money to political candidates. Citizens united_ supreme court case (5-4) decision, limiting corporations’ contribution to political involvement. Speech that violate law is not allowed for example encourages criminology, defamation and so on… All speeches are restricted depending on time, space, and manner Obscenity, fighting words are not protected Advertising/commercial is protected but not as protected as political one (it’s considered as the less protected figure). Thus; gov is allowed to limit adv to protect consumers. (there’s no room for puffery and exaggeration ex: we have the best burgers on the planet). There’s a three-part test to regulate the commercial channels: 1- Substantial gov interest 2- Restriction must directly advance government 3- Has to be narrowly tailor (no farther necessary than accomplishing the goal) 2- Religion clause

a) Establishment clause: prohibits the gov from establishing a national religion - The gov may not promote religion or favor one over another, or favor religious practice over non-religion (atheist) - However, it is very controversial when it comes to whether they should be prayers before school, before a game, etc but that’s generally prohibited by the 1st Amndmt - Can a public school give money to LGBT group of the univ, to Juish group and so on (yes but not to one and discriminate the other, remains very controversial). b) Free exercise of religion

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Gov may prohibit some religious practices (weddings, practices, funerals, and religious ceremonies…) those are regulated by the law (time and space). A lot of controversies have religious beliefs problems vs anti-discrimination laws (mostly homosexuals). In a private bsns (the owner can say the insurance will cover your medical care but not contraception because it is against my religious belief).

The 14th AMNDM arised after the civil war to protect mostly the newly freed slaves and black in general

In compared to 5th Amd, it applies to the whole nation It contains two components

1- The due process clause: right to live, breath and so on… a) Procedural: requires gov to provide fair procedures before taking any adverse action Ex: a public-school teacher can’t be fired by no reason at all, it will violate teacher’s rights. Before you deprive a life (death penalty) liberty or property (freedoms).

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In order to be deprived from one of those you need a hearing fair, is this fair ? you need to get explanation. Fair procedures, receiving a notice about it.

b) Substantive: focuses on the content of the law of government action

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Focus on fundamental rights (marriage, freedom, etc) If gov will cease one of your fundamental rights it needs to have a substantive reason, mainly, deal with safety mainly. Other laws that challenge fundamental rights must be rationally related to gov interest in protecting the public.

2- The equal protection clause:

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Laws to apply to different people, one group or class of people than other groups.

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When we think about the law that distinguishes between groups of people, they use different standards of review. Laws against smokers and alcohol: laws require taxes on cigarettes, taxes on alcohol, the gov give tax breaks for certain behavior or discourage certain behavior to treat people differently.

1) This is the first level of review: rational basis Those are economic or social matters dealing with ethnicity or religion. They deal with economic or social matters if the law is rationally related to a legitimate gov interest. 2) The second is intermediate: classification based on gender, men and women different

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They must substantially relate to an important gov objective 3) the third is strict scrutiny: highest level of review, must be narrowly tailored

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Any classifications based on race, religion, or national origin, must be compelling to gov interest.

Class 3: Contract Law Contract: a binding agreement between two or more parties to do something or to not do something. If one breaches the contract the non-breaching party can sue the other in the court. It’s an enforceable promise. They are important to any eco or business to be sure that all the parties will honor the promise or face consequences if they don’t. we can’t have a free market economy without the law to ensure its smoothness. You’ll have a remedy if your agreement is breeched. 1) Offer: the first element is to have a valid agreement through an offer and acceptance (both of them) - You need to have definite terms - You need to communicate the offer to the recipient

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You need to know that it can be terminated or withdrawn (revoked any time before it’s acceptance) Counter-offer (I accept the job for more money), rejection of the first offer. There are two types of contract: Unilateral: A promise for an act, can’t be revoked if the other party begins performance (ex: lottery) Bilateral: exchange of promises, can be revoked

2) Acceptance: - other component (along with offer to have a valid agreement) - Acceptance must be in time if there’s one

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It must be on email or something proved Duress and undo influence, if you sign something because you were forced to (if you don’t sign you lose your home, if u don’t sign this loan you’ll be on the street), those are not valid because you had no free will to sign it. When there are cases of fraud court will say you didn’t take your consent to enter this.

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Cases considered as Fraud:

1) Party does misrepresentation about the quality of the good

2) The attempt to deceive the other party (I’m telling you smtg I know its not true or without regard to whether it is true or not). 3) The other party relies on this interpretation (my car has never had an accident, but you see that it wasn’t the case). It needs to be reasonable and justified reliance. you just figured that the hidden thing while you were really counting on it. 4) Damages and injury to the party 3) Consideration: there’s has to be an agreement to do something, give something … it needs to be legally sufficient (an exchange of something) - What the court looks for here is whether it was legally sufficient, if there was a bargain, they don’t gonna evaluate adequacy (good or bad deal), they’re gonna see whether you agreed to do or pay something. A bargain of exchange. - Promise to do smtg that you’re already legally obliged to do (pre-existing duty).

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Past-consideration, promise in exchange for acts Illusory promises, promise the obligation is so uncertain that you didn’t really promise to do anything. Pay me to construct a house for you and I will construct the most beautiful house in the world.

4) Capacity: parties need to be of legal age, ex if an elder old person signs it’s not valid cause it doesn’t have the legal capacity to read the contract. - Anyone under 18 can be avoided

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Mentally incompetent Intoxicated

5) Legality: the purpose of the contract needs to be something legal not against policies.

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In order for an offer to be valid there’s the need of an objective intend to be bind. Opinions and invitations and others are not considered. The terms of the offer need to be reasonably definite. An illegal contract is not enforceable When talking about public policy, you can be not aware that what you’re doing or your contract is not legal. Ex: practicing medicine without a license A Covenant not to compete contract: you agreed that when you leave this company you will never work with the competitor of my company, it deals with distance, time, occupation. It is so broad that it can’t be enforceable. However, it can be impacting your living, income so it can be not enforced because it goes against public possible/ it needs to be reasonable in time, space, and rules to be enforced.

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There are two types of unconscionability:

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1- procedural unconscionability: if they’re written in a language you’re not understanding, you have no opportunity to ask questions etc… the court will not dealing with penalty because it’s unfair. WHAT ARE THE TERMS ? If the terms are comblicated same

2- Substative unconscionability: deals with the terms, deals with HOW TERMS ARE SET

Look at figure 6.1 p. 230 Notes: Quazi contract: contract created by the court to prevent unjust enrichment Ex: someone cutting my grass for two weeks, I see it and know it, but you receive the bill and claim that you didn’t ask for the service. You go to the court they create a contract otherwise it’s unfair you get enriched in an unfair way. A valid contract may be unenforceable Void: contract made against legal purposes, no partie can be reliefed, no parties exist for the courts as well as no contract exists for the judges. Defenses: (not enforceable) - Mistake of material fact (mutual, unilateral) - Fraud (intentional) or Misrepresentation (innocent) of fact - Undue influence - Duress Convering in this class: Statute of Frauds (those can’t be verbal, must be in writing) 5 types of contracts - any contract that deals with real estate contract

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contract that can’t be performed within one year promises to pay of the other person, third parties guarantee promises and consideration of marriage contract for the sale of goods over $500 (UCC, uniform commercial code)

statute of limitation (the time you have to claim a law suite, a verbal contract is shorter it has like 5 years while written 10 years). Parole Evidence Rule You have a contract how to define if you have a breach - whether a contract is integrated: if it is a final expression of the parties agreement, a written contract needs to have the full expression of both parties, needs to include all the terms. Integration clause: all prior negotiations all promises are fully integrated in this document (the four corners rule). Thus, when parties are in dispute the court wants to look to what is written down on paper.

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The parole evidence rule refers to evidence or testimony when there is a fight over or breach the court, the parties can include or change or modify the terms if they are clear. Can’t bring smtg outside the four corners. - What are the exceptions?  When the terms are ambiguous, a fraud or mistakes or anything not clear on the document  You can introduce another term (missing term) that you forgot or bring up/ add as long as doesn’t contradict the existent agreement. You said that you will do this before this that, no it’s not written, in this case the party A can email it or whtvr to party B and bring up a new term to parole evidence. Third Parties - Parties in the contract have rights and obligations, the third parties are strangers but there are exceptions. - You have the right to assign or delegate a 3rd party. You can assign your rights to move performance to your parents or bank or whvr. - If you’re hired to build a house you can delegate part of that work to a company through a sub-contract. - Assignments and delegations are permissible unless it is not possible under a statue or agreed on in the terms of the contract itself. - Third parties can acquire rights, they’re called benefeciaries.

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There are diff types of benef: They are not part of the contract but is it made for the benefit of the 3rd party. If you take a life insurance policy for your death, when you die, there’s a beneficiary that gets to get that insurance. The third party can sue if not collecting the proceeds if the insurance decides not to pay. Many third-party beneficiaries are creditors. You are recipients to pay another’s death. Incidental beneficiary: A third party who benefits from a contract but it wasn’t intended: if Mac decides to buy a land next to yours, it makes your land a lot more value. Only intended third party benef can have the right to enforce their contract: creditors and donnees.

Performance VS Breach Whether the contract was performed or breached. When the contract come to an end, there are conditions: 1- Conditions precede: an event which must occur before parties are obligated to perform. Ex: the condition to to pay a commission before you sell your house. This is a condition if it doesn’t occur you’re not binded to it if you don’t sell it. 2- Conditions subsequent: excuse performance if an event occurs. For example, our agreement will be discharged if an event occurs. If you sell it before this date.

3- Conditions which are implied within the agreement, ex: if you’ll pay someone for services it means directly that you’ll be obliged to pay it in a certain amount of time. We will argue about the agreement.

What happens in case of incomplete performance, wrong performance, but a non-significant deviation etc… So either that party is excused for that, or you can hold your money until repair, or if already paid you’ll want your money back. “alleged material breach”. Anticipatory-breach: company call SNHU and be like we’re out of this contract we’re not gonna continue the bldg of the soccer field. It’s when one prty gets the notice that they will not perform. If they go to mediation and find an agreement it’s called discharge of the original agreement by agreement. (accord and satisfaction). Excuses: Sometimes you can get out of your oblg, discharge of your tasks that the court will allow: 1- Impossibility of performance: when the performance becomes objectively impossible, no substitutes available. Sale of a rare care or diamond or house and the subject matter is destroyed before the transfer. In this case, the court will say performance here is impossible. 2- Commercial and impracticability: when the performance is more expensive or difficult than it was expected. 5 years, Remedies: - If there’s a breach, the innocent party needs a remedy for the violation of its right. They put the parties in the position that the contract would have been if the contract was performed. If the contract was found to be illegal neither party can seek a remedy. - The remedies available: Money to fix damage and there are sev types of damages:  Compensatory damages: arising directly from breach of contract, what did this breach cost you, the diff between what you’ve been promised and what was delivered. They usually don’t always capture what you would have if the contract was performed.  Consequential damages: SNHU will need to rent a soccer field for its students. These damages are beyond the contract, they are indirect consequences but impact you directly. Delays in performance.  Loss of profit  Punitive damages: punish the guilty party, rarely happens in a breach of contract cases but this it happens usually to punish a conduct. This is more about torts law (discrimination, assult, so offensive stuff that in gonna be punitive ). What are if money damages are not what u want, all what u want is your money back. Those cases are where you seek rescission, u wanna return to the place you were before the contract, u want your money back. It is to

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cancel or undo a contract. Parties that want that generally have to do promply, and need to return cause it requires restitution. Return any money or goods that have been exchanged. Mitigation of damages: victims have a duty to medigate damages, they have the duty to minimize the damages. It’s true cause you can’t let your damages piloted. Those damages are called legal remedies, equitable remedies, specific performance (1st one, rarely available when dealing with personal issues). Injuction (when you go to the court and seek injuction (reframe aparty to do or not do smtg). Quasi contract: not a contract but a contract employed by the courts to make sure that there’s no unfair enrichement. Uspto.GOV/trademark

Chapter 7: Torts -

Def: Civil wrong or wrongful act, whether intentional or accidental, from which injury occurs to another. Torts include all negligence cases as well as intentional wrongs which result in harm.

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They are brought by individuals who are victims of physical injury.

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Ex: accident through running in red light, breaching a duty a particular individual, creating damages

Three main categories of torts: 1- Intentional 2- Negligence 3- Strict Liability The damages to recover from torts are similar to the ones of contracts: - Recover for pain and suffering - Physical and emotional pain and suffering

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Punitive damages: punishement of the behavior

I- Intentional tourts voluntary acts that harm another person. The defendant have intended only to do the particular act didn’t need to cause harm. Example: battery is

touching or hitting someone in a harmful way without legal justification. An assult is not hitting but threat to cause harm. Assult and battery are torts a) Personal types of tourts:

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False imprisonment is unreasonably restricting ones movement. When a department sport detains a suspends shop worker. They either physically restrain him or lock him, usually that’s allowed. To have false imprisonment we need to have a false detention in an unreasonable way. The person may sue you for false detainment, you did that because of the color of my skin or wtvr.

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Fraud is also a very common tourt in terms of making offers, selling products its elements are:

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False representation of material fact when selleing or offering a good or servce

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Misrepresentation of fact/ false statement of fact no opinion or advertisement, it must be knowledge. It’ s done intentionally to get the person to buy or do something relying or you representation. Selling someone an investment opportunity (investing in my company while giving you false info on my company).

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Defamation: false statement of fact about another person or bsns which can do harm to indiv reputation. Def has nothing to do with an opinion. You can criticize without making false statements. For public figures to prove defamation they have to proof malice with disregard of truth. Invasion of privacy: similar to defamation, misappropriation of a persons’ name used without their permission for commercial purpose. It mainly deals with famous people and celebrities.

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Intrusion or invasion of privacy which includes hidden cameras and spying

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Public disclosure of private facts especially for individuals who are not public figures

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False light invasion of privacy which is similar to defamation, accusing someone to be a child abuser, causing damage to someone or embarrassment.

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Similar to all of them are intentional inflection of emotional stress, intended to cause someone severe emotional pain.

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If you can’t sue a public ...