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First Day Assignment- Spring 2016

It's that time again!  Welcome to Business Law II!

Please obtain the following class text in advance of the first class meeting.  You must have a text available at each class meeting.  No exceptions!

Dynamic Business Law, Kubasek, 3rd Edition, McGraw Hill, (2014)

ISBN:  978-0-07-802378-1

First Day Assignment- I will collect your word processed assignment at our first class meeting. 

1.  Please read and study Chapters 13-17 (this is a comprehensive review of common law contracts from Business Law I)

2.  Fully answer the learning objectives located at the beginning of Chapters 13-17, inclusive.

See you soon!  Rick Custin

Jacqueline Rush

On Sunday March 30, 2014 we lost a young woman with exceptional promise to cancer.  Jacqueline was a student, friend and daughter.  She will be missed by all who had the privilege of knowing her.  It was a blessing to have her with us. Her smile, kindness and courage will endure forever.

Business Law II Syllabus Spring 2014

University of San Diego

School of Business Administration

ETLW 312

Business Law II

6-8:50 P.M. Tuesdays

Spring 2014

Richard E. Custin, J.D., M.Ed., LL.M.                                                 email:  rcustin@sandiego.edu

Coronado 216                      Office Hours- 7-7:45 A.M. MWF & 1:30-3 P.M. MW & as arranged.

619 260-4854

Class Blog:  http://custinusdblaw2.blogspot.com/

Course Description:

“Continued study of the legal environment of business, including such topics as creation, operation, and termination of partnerships and corporations, sale of goods, and negotiable instruments. Case study.”  Prerequisite: ETLW 311.

Course Objectives:

Students who complete this course will be able to:

1. To develop a plan for personal and business litigation avoidance
2. To distinguish between common law and Uniform Commercial Code (UCC) contracts
3. To understand and apply UCC Article 2 to the creation and interpretation of sales contracts
4. To appreciate the significance of negotiable instruments including negotiability and transferability
5. To understand UCC Article 3 as applied to checks and electronic fund transfers
6. To develop a working knowledge of UCC Article 9 as applied to secured transactions
7. To understand the significance of the law involving agency formation and duties
8. To distinguish between various forms of business organizations
9. To prepare for the legal and ethical topics generally found on the CPA examination
10. To understand, appreciate and apply ethical principles as they relate to business professionals

Key topics to be covered this semester are:

      Common law and UCC law as applied to contracts

      Third-party contracts, discharge & remedies

      Sales and lease contacts under UCC Article 2 & 2A

      Title, risk of loss and insurable interest

      Law as applied to banking, checks and electronic transactions

      Secured Transactions as governed by UCC Article 9

      Negotiable Interests – UCC Article 3

      Partnerships and corporations

      Liability and ethical obligations of professionals

         

      

Course Materials:

Dynamic Business Law, Kubasek, 2^nd Edition, McGraw Hill, (2012)

Course Requirements and Student Evaluation: 

Attendance:

Absences from class meetings may adversely affect your course grade.  It is not possible to “make-up” projects or assignments completed in class.

Caveat:

DISCLAIMER: The lectures, discussions, assignments, personal interaction and all educational activity are information and not legal advice.  If you need legal, tax or other professional advice, consult a licensed attorney or other professional.  The instructor is not providing legal or other representation to any student.  No attorney client privilege is expressly intended or implied.

Average work in this course will result in a “C’ grade. You must be prepared to discuss the material assigned and the cases contained within. In the event you are unprepared for any class question or case discussion your overall cumulative grade points may be reduced five points for each instance you are unprepared. We need your active participation!  Please do not use phones, text or email during class.  You may use your computer assuming this use is exclusively for taking class notes or using the electronic version of the text.  You must have a text available in each class meeting.

Please provide me with a valid e-mail address. I may contact you via e-mail with information concerning class cancellations, assignments, due dates and supplemental reading. An e-mail message created and sent to you creates a presumption that the e-mail was received and read by you. Therefore, check your e-mail regularly!

No make-up examinations will be given absent extraordinary reasons. (ie: major earthquakes-8.0+, tornados, floods- like the “Ark”, impending end of world, and disasters of monstrous proportion) No assignments will be accepted after the announced due date.

Please do not request a specific grade or advise the instructor that you need a grade to maintain a scholarship or for some other reason.  Requesting a grade or attempting to influence the instructor concerning grading constitutes professional misconduct.   I do not change grades unless I have made a calculation error.

The unauthorized use of cellphones, computers or other electronic devices during an examination may result in your failure on the examination and/or in the course.   No material is allowed during tests or the final examination.

I retain copies of tests, exams & assignments for sixty days following the end of the semester.

I generally do not entertain questions within 24 hours of any test including the final examination.  The final exam time is set by the USD Registrar and is available on my.sandiego.edu.

Professionalism requires that you act at all times with skill, good judgment and respect for others.

Grading:

Scale:  A+ 100-97, A 96-92, A-91-90, B+89, B 88-82, B-80-81, C+ 79, C 78-72, C-71-70, D+ 69, D 68-62, D- 61-60, less than 60=F

4 tests = 30%

multiple choice

Final Examination= 40%

Essay and/or multiple choice

Comprehensive

Written Assignments= 15%

Professionalism & Class Participation= 15%

Statement on Academic Integrity: 

“All members of the University community share the responsibility for maintaining an environment of academic integrity since academic dishonesty is a threat to the University. Acts of academic dishonesty include: a) unauthorized assistance on an examination; b) falsification or invention of data; c) unauthorized collaboration on an academic exercise; d) plagiarism; e) misappropriation of resource materials; f) any unauthorized access of an instructor's files or computer account; or g) any other serious violation of academic integrity as established by the instructor.”

School of Business Administration Mission Statement:

“We develop socially responsible business leaders with a global outlook through academically rigorous, relevant and values-based education and research.”

Tentative Schedule- Subject to Change

Class	Topics	Assignments/Deliverables
Week 1	Introduction to Common Law and UCC Contracts	Chapters 13-18 (review only)
Week 2	Third-Party Rights to Contracts Discharge & Remedies	Chapter 19 & 20 Test #1
Week 3	Introduction To Sales and Lease Contracts	Chapters 21-22
Week 4	UCC Obligations and Performance Products Liability Warranties & Torts	Chapters 23-25     Test # 2
Week 5	Negotiable Instruments	Chapters 26
Weeks 6	Transfers of Negotiable Instruments	Chapter 27
Week 7	Liability, Defenses and Discharge	Chapter 28
Week 8	Checks and Electronic Transfers	Chapter 29 Test # 3
Week 9	Secured Transactions – The Debtor-Creditor Relations	Chapter 30
Week 10	Secured Transactions in Personal Property / Bankruptcy	Chapter 31-32
Week 11	Agency Formation & Duties	Chapters 33-34 Test # 4
Week 12	Forms of Business Organizations	Chapters 35
Week 13	Corporations: Formation & Financing	Chapter 38-39
Week 14	Liability and Ethical Obligations of Professionals	Chapter 11   Comprehensive Final Examination

First Day Assignment- Business Law II- Spring 2013

Hi:  It's almost that time again!  Welcome to Business Law II!

We will be using the same book in Business Law II that I use for Business Law I this semester.  Please obtain the text prior to the first day of class.   Please have a text available in each class meeting.  In preparation for Business Law II, please read and review Chapter 13 through 18 inclusive.  The common law contract material is essential to mastering Business Law II.

The required text is:

Dynamic Business Law

2nd Edition

By Nancy Kubasek , M. Neil Browne , Andrea Giampetro-Meyer , Linda Barkacs , Dan Herron , Carrie Williamson , Lucien Dhooge

Publication Date: Jan 6, 2011

ISBN:0073377678 / 9780073377674

 (other editions not adequate- electronic 2nd edition is OK)

Each of the above chapters has a section titled "Point/Counterpoint."  Please prepare a written response to each Point/Counterpoint indicating in your own words your opinion as to each question presented.  I will collect a word processed copy of your responses on the first day of class.  For example, Chapter 13 on p. 320 poses the question: Should the distinction between sealed and unsealed contracts be abolished?  Indicate in your response Yes or No and state your reasons for your answers.  Remember, please address the Point/Counterpoint question in Chapters 13-18 inclusive.

Grade Policy

As I discussed in class, I do not disclose or discuss grades via email.  Should you have any question concerning your grade(s), please send me a message after the start of the Spring semester and we will meet to discuss your grade or any other concerns you may have.  Please understand I do not change any grade unless I have made a calculation error.  Have a Happy Holiday!  Rick Custin

Material Breach, Defintion and Damages

Consider the following:

“When a party’s failure to perform a contractual obligation constitutes a material breach of the contract, the other party may be discharged from its duty to perform under the contract. Normally the question of whether a breach of an obligation is a material breach, so as to excuse performance by the other party, is a question of fact. Whether a partial breach of a contract is material depends on ‘the importance or seriousness thereof and the probability of the injured party getting substantial performance.’ ‘A material breach of one aspect of a contract generally constitutes a material breach of the whole contract.’ ” Brown v. Grimes (2011) 192 Cal.App.4th

and as to determining whether a material breach has occurred:

In determining whether a failure to render or to offer performance is material, the following circumstances are significant: (a) the extent to which the injured party will be deprived of the benefit which he reasonably expected; (b) the extent to which the injured party can be adequately compensated for the part of that benefit of which he will be deprived; (c) the extent to which the party failing to perform or to offer to perform will suffer forfeiture; (d) the likelihood that the party failing to perform or to offer to perform will cure his failure, taking account of all the circumstances including any reasonable assurances; (e) the extent to which the behavior of the party failing to perform or to offer to perform comports with standards of good faith and fair dealing. American Law Institute, Restatement (Second) of Contracts § 241

and as to damages:

One who has been injured by a breach of contract has an election to pursue any of following three remedies: "He may treat the contract as rescinded and may recover upon a quantum meruit so far as he has performed; or he may keep the contract alive, for the benefit of both parties, being at all times ready and able [30 Cal.2d 382] to perform; or, third, he may treat the repudiation as putting an end to the contract for all purposes of performance, and sue for the profits he would have realized if he had not been prevented from performing." Sobelman v. Maier, 203 Cal. 1 [262 P. 1087]; McConnell v. Corona City Water Co., 149 Cal. 60, 64-65; Lemle v. Barry, 181 Cal. 1 [183 P. 150]; see, also, House v. Piercy, 181 Cal. 247 [183 P. 807].