COMM 393 Syllabus - Summary Commercial Law PDF

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COMM 393 Commercial Law Syllabus

COURSE INFORMATION Course title: Course code: Session and term: Sections:

COMMERCIAL LAW COMM 393 2019 Term 2 203 and 204

Course duration: Jan 6 – April 8 2020 Division: Law

Credits: 3 Class location: HA 345 Class times: M/W 1:00pm -2:30pm (203) M/W 2:30pm -4:00pm (204) Pre-requisites:n/a Co-requisites: n/a

INSTRUCTOR INFORMATION Ellen McIntosh, JD, LLM, EDD candidate Phone: 604-822-6888 Email: [email protected] Office: DL 411 Office Hours: TBA COURSE OVERVIEW This course examines the Common Law and statutory rules that govern commercial transactions. We begin by learning how cases are decided in Common Law courts. Students then examine the elements of contract law to become prudent, moral and ethical contract negotiators. The course also examines the professional liability and fiduciary duties of business persons to their clients and others. Course components include reviewing relevant statutes, analyzing judicial decisions and engaging in critical thinking about legal, moral and ethical problems in business. COMM 393 is the prerequisite course for COMM 431 which examines the law governing sole proprietorships, partnerships (all types), corporations, franchises and joint ventures. COMM 431 is a great course for future entrepreneurs. This course is also essential for future directors, officers and senior managers of corporations. COMM 393 is also a prerequisite for COHR 433 which is a thorough examination of employment law – critical for future HR managers.

COURSE OBJECTIVES & LEARNING OUTCOMES This course will equip business students with an introduction to the legal environment in which business operates in Canada. By the end of the course students will recognize many of the legal issues they will encounter in business, develop strategies to avoid legal problems, think critically about legal, moral and ethical issues, and develop an understanding of the principles used by the courts to resolve legal issues. The overall objective of the course is to cultivate and enhance legal, moral and ethical discernment for right action in business.

COURSE MATERIALS & REQUIREMENTS Students are responsible for the material covered during lectures as well as for that contained in the readings included on this outline. Sample questions and answers from previous exams, and other course material referred to on this outline, is available on CANVAS Page 1 of 11

COMM 393 Commercial Law Syllabus

READING MATERIALS 1. TEXTBOOK: ISBN 9780135906446 - Smyth & Soberman, The Law and Business Administration in Canada Loose Leaf Version plus MyLab Business Law with Pearson eText Access Card, 15/e (Textbook) (www.pearson.com/mylab) course ID mcintosh99014. Further registration instructions are posted to CANVAS. 2. COMM 393 CASES and STATUTES (CB) (CANVAS) 3. COMM 393 SUPPLEMENTARY MATERIALS (Supplement) (CANVAS) 4. Other Learning Resources: CANVAS

Technology Requirements Assignments must be typed and a hard copy delivered to me in class.

Campus-Wide Login (CWL) All students at UBC are required to sign-up for a Campus-Wide Login (CWL), which can be used to access a number of services at UBC such as the SSC, Connect and UBC E-mail. Information about CWL can be found at: https://it.ubc.ca/services/accounts-passwords/campus-wide-login-cwl.

Canvas We will be using CANVAS for this course (www.canvas.ubc.ca). The course page will be accessible starting the first week of class.

Technical Support If you experience any technical difficulties with your login, please contact the UBC Information Help Desk.

ASSESSMENT SUMMARY Component Court Assignment Case Presentation Midterm Exam

Class Participation Final Exam

Total

Weighting 10% DUE: MARCH 11 10% 30% DATE: FEB 10th 6:30pm-8:00pm Location: SWNG 122 (Section 203) SWNG 105 Sec. 204 A-L SWNG 205 Sec. 204 M-Z 10% CP DIARY DUE: April 8 40% DATE: TBA Final Exam Period is April 14-29 100%

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COMM 393 Commercial Law Syllabus

COURSE-SPECIFIC POLICIES AND RESOURCES Midterm/Final Exam Exams are designed to test your understanding of the course materials and how to apply the legal principles learned in class to new fact situations that would arise commonly in business. The midterm will cover a certain section of the materials on the course outline and is 1.5 hours long. It is closed book but will have a course outline attached to the back of the exam. We will discuss the format in class and practice midterm questions will be posted on CANVAS. The final exam is cumulative with a slight emphasis on the post midterm materials. It covers all of the readings and cases on the course outline and is 2.5 hours long. It is closed book but again will have a course outline attached to the back of the exam. The format of the final exam is the same as the midterm and practice final exam questions will be posted on CANVAS. Students must obtain at least 40% on the final examination to complete the course.

Assignments More information regarding the assignments will be provided in class.

Active Learning – Class Participation Because this course relies heavily on applications and discussions of case materials, a percent of your grade will be determined from active learning activities. Active learning means that you take responsibility both for your learning, and helping others to learn more about the material. You are expected to fill out a class participation diary after each class. I will ask you to hand this diary in at the end of the term. A critical component of the course is spirited, informed discussion. This means that you should be familiar with assigned materials prior to class; reading the textbook and the cases and preparing case briefs for each case will enable you to contribute constructively in class. Readings will normally not be fully reviewed separately - you are assumed to have read and understood them. Excellent participation incorporates the materials that you have studied on your own and also builds on what your classmates have said to move the conversation forward. Attendance in class is not the same thing as class participation. In the past students who have prepared cases in a study group before class have benefited greatly from the advance preparation. It is strongly encouraged for you to do so.

Attendance UBC’s Academic Calendar states that regular attendance is expected of students in all their classes (including lectures, laboratories, tutorials, seminars, etc.). Students who neglect their academic work and assignments may be excluded from final examinations. Students who are unavoidably absent because of illness or disability should report to the Page 3 of 11

COMM 393 Commercial Law Syllabus

Undergraduate Office with a medical note from a licensed, local doctor. Any request for academic concession must be clearly expressed (see Academic Concession). http://www.calendar.ubc.ca/Vancouver/index.cfm?tree=3,36,0,0 You will be expected to sign an attendance sheet which will be circulated each class. It would be considered academic dishonesty to sign in for another student who is absent from class. Please display your name card prominently for every class. If you do miss a class, it is your responsibility to find out from your classmates what material was covered, what additional assignments were made, and what handouts you may have missed. You are expected to arrive for classes and activities on time and fully prepared. Late arrivals may be refused entry at my discretion. Students arriving halfway through a scheduled class, or later, will be treated as absent for that class. You may only attend another section of a class that I am teaching with my prior consent.

Electronic Devices Laptops may be used for taking notes and/or accessing materials on CANVAS. Cellphones and other personal electronic devices must be turned off during class and placed away from the desktop. Research has shown that multi-tasking on laptops and cell phones, in class, has negative implications for the learning environment, including reducing student academic performance and the performance of those sitting around them.

Missed or late assignments, and regrading of assessments Late assignments will not be accepted and will receive a mark of zero. With respect to the grading of your Midterm or Final exam, in the event that you feel something very serious was missed in the grading of your work, (be it a mathematical error or other) please write a brief summary of what you feel needs further attention and submit this re-read request with your marked work. I will remark your exam on my own time. If you request a re-read, the exam will be re-marked in its entirety and your grade may go up or down. Each grade component is considered final one week after given to the class and will no longer be open for re-reading or discussion. I am always happy to discuss your work with you for educational purposes.

Academic Concessions The midterm and final exams are compulsory. If you are unable to write the midterm due to illness etc. please notify the Undergraduate Office as soon as possible. If you have academic concession from the UGO for missing the midterm exam then your final exam will count for 70% of your overall grade. If you miss the midterm exam and do not have academic concession from the UGO then your grade for the midterm will be zero and you will forfeit the 30% allocated to the midterm exam.

UNIVERSITY POLICIES AND RESOURCES UBC provides resources to support student learning and to maintain healthy lifestyles but recognizes that sometimes crises arise and so there are additional resources to access including those for survivors of sexual violence. UBC values respect for the person and ideas of all members of the academic community. Harassment and discrimination are not Page 4 of 11

COMM 393 Commercial Law Syllabus

tolerated nor is suppression of academic freedom. UBC provides appropriate accommodation for students with disabilities and for religious observances. UBC values academic honesty and students are expected to acknowledge the ideas generated by others and to uphold the highest academic standards in all of their actions. Details of the policies and how to access support are available on the UBC Senate website at https://senate.ubc.ca/policies-resources-supportstudent-success.

Academic Integrity The academic enterprise is founded on honesty, civility, and integrity. As members of this enterprise, all students are expected to know, understand, and follow the codes of conduct regarding academic integrity. At the most basic level, this means submitting only original work done by you and acknowledging all sources of information or ideas and attributing them to others as required. This also means you should not cheat, copy, or mislead others about what is your work. Violations of academic integrity (i.e., misconduct) lead to the breakdown of the academic enterprise, and therefore serious consequences arise and harsh sanctions are imposed. For example, incidences of plagiarism or cheating may result in a mark of zero on the assignment or exam and more serious consequences may apply if the matter is referred to the President’s Advisory Committee on Student Discipline. Careful records are kept in order to monitor and prevent recurrences.

COPYRIGHT All materials of this course (course handouts, lecture slides, assessments, course readings, etc.) are the intellectual property of the instructor or licensed to be used in this course by the copyright owner. Redistribution of these materials by any means without permission of the copyright holder(s) constitutes a breach of copyright and may lead to academic discipline. Audio or video recording of classes are not permitted without the prior approval of the Instructor.]

ACKNOWLEDGEMENT UBC’s Point Grey Campus is located on the traditional, ancestral, and unceded territory of the xwm əθkw əyəm (Musqueam) people, who for millennia have passed on their culture, history, and traditions from one generation to the next on this site.

STANDARD REFERENCE STYLE We will use the American Psychological Association (APA) reference style as a standard. Please use this style to cite sources in your work unless directed to use a different style.

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COMM 393 Commercial Law Syllabus

COURSE SCHEDULE SCHEDULE WEEK # WEEK 1 AND 2

CLASS TOPICS THE LAW IN ITS SOCIAL AND BUSINESS CONTEXT

READINGS Sources of Law Textbook 1-12, 21-41

JAN 6, 8, 13, 15

Supplement 2-9  

Common Law v. Civil Law Statute and Precedent

WHAT’S DUE Please fill in your class participation diary after EACH class – you will not be able to complete it by memory at the end of the term!

Court Systems and Procedures The Constitution Act and the Charter of Rights and Freedoms Textbook 12-20 Supplement 12-17, 10-11 LIEBMANN v. CANADA CB 2 Alternate Dispute Resolution Textbook 41-45 WEEK 3 JAN 20, 22

FORMATION OF A CONTRACT

Intent, Offer, Acceptance and the Writing Requirement Textbook 124-140, 157-159, 54-55, 208, 210, 736-740 Supplement 18-21 The Law and Equity Act, BC CB 14-15 R v. 279707 ALBERTA LTD. CB 16 RUDDER v. MICROSOFT CORP. CB 20 DOUEZ v. FACEBOOK INC. CB 27 HOOD v. EDWIN CB 34

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Nothing is due but please work on case briefs for each case on the course outline as preparation for class. Directions for how to prepare a case brief are at page 2 of the Supp. Materials

COMM 393 Commercial Law Syllabus

WEEK # WEEK 4

CLASS TOPICS FORMATION OF A CONTRACT

JAN 27, 29

READINGS

WHAT’S DUE

Consideration Textbook 145-156 Supplement 22-28 CALIGUIRI v. TUMILLO CB 44 TULSA HEATERS INC v. SYNCRUDE CANADA LTD. CB 51

WEEK 5

FORMATION OF CONTRACT

FEB 3, 5

Capacity to Contract

MIDTERM PREP

Textbook 167-170

PRACTICE QUESTIONS ARE POSTED TO CANVAS

Textbook https://media.pearsoncmg.com/intl/pec/myla b/2018c/ca_mbllgen/provincial_content/britis h_columbia/bc_Factors_Affecting_Contracts_ minors.pdf

Supplement 29-30 The Infants Act, BC CB 57 RE COLLINS CB 61 Legality of Object Textbook 170-183 Supplement 31 MAKSYMETZ v. KOSTYK CB 66 PHOENIX RESTORATIONS LTD v. BROWNLEE CB 71 WEEK 6 FEB 10, 12

GROUNDS UPON WHICH A CONTRACT MAY BE SET ASIDE

Misrepresentation Textbook 196-199 Supplement 32 COLLINS v. DODGE CITY EAST CB 79 WEINMAN v. BRINKMAN CB 83 WERLE v. SASK. ENERGY INC. CB 89

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MIDTERM EXAM FEB 10th 6:30pm – 8:00pm SWNG 122, 105, 205

COMM 393 Commercial Law Syllabus

WEEK #

CLASS TOPICS

READINGS Undue Influence, Duress and Unconscionability Textbook 199-201, 202-203 Supplement 33-34 BUCKWOLD WESTERN LTD v. SAGAR CB 92 MAKAY v. CESAR (Canvas)

WEEK 7 READING BREAK

WEEK 8 FEB 24, 26

INTERPRETATION OF THE CONTRACT

Interpretation Textbook 219-221, 224-226 Supplement 35-38 BKDK HOLDINGS LTD v. 692831 BC LTD CB 95 BLACKSWAN GOLD MINES LTD v. GOLDBELT RESOURCES CB 100

THE PAROL EVIDENCE RULE

Parol Evidence Rule Textbook 221-224 Supplement 55 HUSSAIN v. GHAG CB 111

THE DISCHARGE OF CONTRACTS

Discharge of the Contract Textbook 254-265 Textbook

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WHAT’S DUE

COMM 393 Commercial Law Syllabus

WEEK #

CLASS TOPICS

READINGS

WHAT’S DUE

https://media.pearsoncmg.com/intl/pec/myla b/2018c/ca_mbllgen/provincial_content/britis h_columbia/bc_End_of_Contracts_frustrated_ contracts%20(1).pdf

Supplement 39-40 JEDFRO v. JACYK CB 115 SATURLEY v. LUND CB 117 WEEK 9 MARCH 2, 4

BREACH OF CONTRACT AND REMEDIES

Breach of Contract & Damages Textbook 274-281, 283-294 Supplement 41-43

*have you been completing your class participation diary every class? �

BREALTA ENERGY INC v. FIRST CAPITAL MANAGEMENT LTD CB 122 WESTCOAST TRANSMISSION v. CULLEN CB 128 ALBRECHTSEN v. PANAICH CB 141 BLACKCOMB SKIING ENTERPRISES v. SCHNEIDER CB 134 EXCLUSION CLAUSES

Exclusion Clauses Textbook 281-283 Supplement 44, 51-54 DAWE v. CYPRESS BOWL CB 146 GREEVEN v. BLACKCOMB CB 152 MALONEY v. DOCKSIDE CB 157 – 162, 163-167

WEEK 10 MARCH 9, 11

SPECIAL TYPES OF CONTRACTS

Sale of Goods Textbook 298-316, 723-724

COURT ASSIGNMENT DUE: MARCH 11

Supplement 45-50 The Sale of Goods Act, BC CB 168 - 181 KOBELT MANUFACTURING CO v. PACIFIC RIM CB 182

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Please hand in a hard copy to me in class. Late assignments will not be accepted and will receive a zero

COMM 393 Commercial Law Syllabus

WEEK #

CLASS TOPICS

READINGS PORELLE v. EDDIE’S AUTO SALES LTD CB 204 KOVACS v. HOLTOM CB 208

WEEK 11

PRIVITY OF CONTRACT

MARCH 16, 18

BEVO FARMS LTD v. VEG GRO INC CB 212 Privity of Contract Textbook 232-239 PEACOCK v. ESQUIMALT & NANAIMO RAILWAY CO. CB 218

THE LAW OF TORTS

Negligence, Contributory Negligence and Vicarious Liability Textbook 75-78, 84-97 Supplement 56-66 The Negligence Act, BC CB 222 The Occupiers Liability Act, BC CB 226 WALDICK v. MALCOLM CB 228 HOLLIS v. DOW CORNING CB 238 MORSI v. FERMAR CB 243 RANKIN v. J.J. CB 251

WEEK 12 MARCH 23, 25

PROFESSIONAL LIABILITY: THE LEGAL CHALLENGES

Negligent Misstatement Textbook 102-118 RANGEN v. DELOITTE & TOUCHE CB 269 HERCULES MANAGEMENT LTD v. ERNST & YOUNG CB 279

FIDUCIARY DUTIES

Fiduciary Duty Textbook 103-104 Supplement 67-74

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WHAT’S DUE

COMM 393 Commercial Law Syllabus

WEEK #

CLASS TOPICS

READINGS HODGKINSON v. SIMMS CB 289

WHAT’S DUE

STROTHER v. 3464920 CANADA LTD CB 284 WEEK 13

AGENCY

Agency

MARCH 30,

Textbook 368-381

APRIL 1 PEMBERTON BENCHLANDS HOUSING CORP v. SABRE TRANSPORT CB 295 - 308 BUSINESS ORGANIZATIONS: THEIR FORMS, OPERATION AND MANAGEMENT

FINAL EXAM PREP Practice questions are posted to Canvas

Sole Proprietorships and Partnerships Textbook 563-584 Supplement 76-78 The Partnership Act, BC CB 310 LANZ v. LANZ CB 317 SCRAGG v. LOTZKAR CB 319 PEN-BRO HOLDINGS v. DEMCHUK CB 326

WEEK 14 APRIL 6, 8

BUSINESS ORGANIZATIONS: THEIR FORMS, OPERATION AND MANAGEMENT

Corporations – Formation, Legal Nature and Internal Affairs Textbook 588-595, 598, 613-622 Supplement 75, 79-80 The BC Business Corporations Act CB 333 DATA BUSINES FORMS LTD v. MACINTOSH CB 336 CHALLENOR v. NUCLEUS FINANCIAL NETWORK INC CB 343 - 347 SPC HOLDINGS v. GABRIEL CB 348 CANADIAN SPORTS SPECIALISTS INC. v. PHILLIPPON CB 350

Final exams will be between APRIL 14-29 and are scheduled by the University

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*Please hand in a hard copy of your Class Participation sheet (posted to Canvas) in class on APRIL 8th...