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Business Law II

Course NumberMGT 252
Lab Hours0
Lecture Hours45
Course DescriptionPrerequisite: MGT 251 or permission of instructor. This course provides a continued study of court systems, with emphasis in specialized areas of business law including sales law, commercial paper law, secured transactions and bankruptcy law, real property law and corporation law. The Uniform Commercial Code and recent consumer protection legislation are stressed. (45-0)

Outcomes and Objectives

Gain a general knowledge of what is a sale of goods under the Uniform Commercial Code, and how the Code treats a sale of goods as a unique contractual agreement, different from traditional contract law.
  1. Distinguish between a sale of goods and other transactions relating to goods.
  2. List points of difference between general contract law and the law of sales.
  3. State when a contract for the sale of goods must be evidenced by a writing.
  4. List and explain the exceptions to the requirement that certain contracts be evidenced by a writing.
  5. Define and state the purpose of the United Nations Convention on Contracts for the International Sale of Goods.
  6. State the distinguishing features of a consumer lease and a finance lease.

Gain an understanding of the timing of passage of title and risk of loss in sale of goods transaction.
  1. State when title and risk of loss pass with respect to goods.
  2. State who bears the risk of loss when goods are damaged or destroyed.
  3. Classify transactions in which the person dealing with the seller may return the good.
  4. Describe contrasting views of courts as to when a sale occurs in a self-service store.

Gain an understanding of particular delivery terms in a contract for the sale of goods under the Uniform Commercial Code, as well as the rights afforded a party when it reasonably appears that the other party to the contract will not perform.
  1. Define the obligation of good faith as applied to merchants and nonmerchants.
  2. State what steps can be taken by a party to a sales contract who feels insecure.
  3. State the obligations of the seller and the buyer in a sales contract.
  4. Identify conduct that constitutes an acceptance.

Gain an understanding of the different product liability theories available to a buyer in a sale of goods transaction under the Uniform Commercial Code where a defect in the goods causes the buyer damage.
  1. List the theories of product liability.
  2. Say who may sue and who may be sued when a defective product causes harm.
  3. List and define the implied warranties and distinguish them from express warranties.
  4. Explain and distinguish between full warranties and limited warranties under federal law.
  5. State what constitutes a breach of warranty.
  6. Describe the extent and manner in which implied warranties may be disclaimed under the UCC and the CISG.

Gain an understating of the remedies afforded to the seller when the buyer breaches a sales contract and, conversely, the remedies available to the buyer when a seller breaches a sales contract under the Uniform Commercial Code.
  1. List the remedies of the seller when the buyer breaches a sales contract.
  2. List the remedies of the buyer when the seller breaches a sales contract.
  3. Distinguish between rejection of nonconforming goods and revocation of acceptance.
  4. Determine the validity of clauses limiting damages.
  5. Discuss the waiver of and preservation of defenses of a buyer.

Gain an understanding of the essential elements of a negotiable instrument and the difference between a negotiation and an assignment of commercial paper.
  1. Explain the importance and function of commercial paper.
  2. Name the parties to commercial paper.
  3. Describe the concept of negotiability and distinguish it from assignability.
  4. List the essential elements of a negotiable instrument.

Gain an understanding of the mechanics of the transfer of commercial paper, with specific applications to the liability of parties when there has been a forgery.
  1. List the types of indorsements and describe their respective uses.
  2. Distinguish the effect of a transfer by assignment from that of a negotiation.
  3. Explain the difference between negotiation of order paper and negotiation of bearer paper.
  4. Determine the legal effect of forged and unauthorized indorsements.
  5. Be familiar with the forged payee imposter exceptions.
  6. List the indorser's warranties and describe their significance.
  7. Solve problems involving the transfer of commercial paper.

Gain an understanding of the different types of holders of commercial paper and the specific defenses available to a party to commercial paper when sued by the holder.
  1. Distinguish between an ordinary holder and a favored holder.
  2. List the requirements for becoming a holder in due course.
  3. Explain the rights of a holder through a holder in due course.
  4. List and explain the limited defenses not available against a holder in due course.
  5. List and explain the universal defenses available against all holders.
  6. Describe how the rights of a holder in due course have been limited by the Federal Trade Commission.

Acquire knowledge of the various ways parties to commercial paper are discharged of liability thereon and the procedural steps the holder must follow to collect on commercial paper upon default.
  1. Distinguish between primary parties and secondary parties.
  2. Explain why presentment for payment and presentment for acceptance are important.
  3. Explain the importance of giving notice of dishonor and when such notice is excused.
  4. List and explain the various methods of discharge.
  5. Distinguish the discharge of individual parties from the discharge of all parties.

Gain an understanding of the various types of bankruptcy discharge, the procedural requirements for each, and what assets are exempt upon filing.
  1. List the requirements for the commencement of a voluntary bankruptcy case and an involuntary bankruptcy case.
  2. Describe the rights of the trustee in bankruptcy.
  3. Explain the procedure for the administration of the debtor's estate.
  4. List the debtor's duties and exemptions.
  5. Explain the significance of a discharge in bankruptcy.
  6. Explain when a business reorganization and an extended time payment plan might be used.

Acquire knowledge of what is included in the concept of real property, the various ways to acquire ownership of real property, and the legal requirements to transfer title to real property.
  1. List the kinds of real property.
  2. Distinguish between liens, licenses, and easements.
  3. List and illustrate the forms of co-ownership of real property.
  4. Define a deed and describe its operation.
  5. Describe and illustrate the warranties of the grantor and the grantee of real estate.
  6. Describe the characteristics and effect of a mortgage.

Gain an understanding of how a lease relationship is created, the rights and duties of the respective parties, and who is liable for injury on the premises.
  1. Define a lease and list its essential elements.
  2. List the ways in which a lease may be terminated.
  3. List and explain the rights and duties of the parties to a lease.
  4. Describe the remedies of a landlord for breach by the tenant.
  5. Describe a landlord's liability for a tenant's and a third person's injuries.
  6. Define and distinguish between a sublease and an assignment of a lease.

Acquire knowledge of how a corporation is formed, the advantages of doing so in varying business operations and situations where the separate legal entity of a corporation is not recognized legally.
  1. Classify corporations according to nature, state of incorporation, and functions performed.
  2. State why and when the corporate entity will be ignored.
  3. List the steps to be taken in forming a corporation.
  4. Compare corporations de jure, de facto, and by estoppel.
  5. List and describe the ways in which corporate existence may be terminated.
  6. Compare consolidations, mergers, and conglomerates.

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