Under sarbanes oxley auditors must retain their work papers quizlet

Business Law

Anderson’s Business Law

and The Legal Environment, 22e

David P. Twomey, Marianne Moody

Jennings

Senior Vice President, LRS/Acquisitions &

Solutions Planning: Jack W. Calhoun

Editorial Director, Business & Economics:

Erin Joyner

Editor-in-Chief: Rob Dewey

Acquisitions Editor: Vicky True

Developmental Editor: Ted Knight

Editorial Assistant: Tristann Jones

Senior Brand Manager: Kristen Hurd

Associate Market Development Manager:

Roy Rosa

Content Project Manager: Darrell E. Frye

Sr. Media Editor: Kristen Meere

Manufacturing Planner: Kevin Kluck

Production Service: MPS Ltd.

Sr. Art Director: Michelle Kunkler

Cover and Internal Designer: Beckmeyer

Design

Cover Image: ã FloridaStock/Shutterstock; ã Stéphane Bidouze/iStockphoto; ã Sean Nel/iStockphoto; ã Charles Plant/Shutterstock

Rights Acquisitions Specialist: Amber

Hosea

Marketing Coordinator: Christopher

P. Walz

ã 2014, 2011 South-Western, Cengage Learning

ALL RIGHTS RESERVED. No part of this work covered by the copyright

herein may be reproduced, transmitted, stored, or used in any form or

by any means graphic, electronic, or mechanical, including but not

limited to photocopying, recording, scanning, digitizing, taping, web

distribution, information networks, or information storage and retrieval

systems, except as permitted under Section 107 or 108 of the 1976

United States Copyright Act, without the prior written permission of

the publisher.

For product information and technology assistance, contact us at

Cengage Learning Customer & Sales Support, 1-800-354-9706

For permission to use material from this text or product,

submit all requests online at www.cengage.com/permissions

Further permissions questions can be emailed to

permissionrequest@cengage.com

ExamViewâ is a registered trademark of eInstruction Corp. Windows

is a registered trademark of the Microsoft Corporation used herein

under license. Macintosh and Power Macintosh are registered

trademarks of Apple Computer, Inc. used herein under license.

ã 2008 Cengage Learning. All Rights Reserved.

Cengage Learning WebTutorä is a trademark of Cengage Learning.

Library of Congress Control Number: 2012956483

ISBN 13: 978-1-133-58758-3

ISBN 10: 1-133-58758-5

South-Western

5191 Natorp Boulevard

Mason, OH 45040

USA

Cengage Learning is a leading provider of customized learning

solutions with office locations around the globe, including Singapore,

the United Kingdom, Australia, Mexico, Brazil, and Japan. Locate your

local office at: www.cengage.com/global

Cengage Learning products are represented in Canada by

Nelson Education, Ltd.

For your course and learning solutions, visit www.cengage.com

Purchase any of our products at your local college store or at our

preferred online store www.cengagebrain.com

Printed in Canada 1 2 3 4 5 6 7 15 14 13

ExamView â

Copyright 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part. Due to electronic rights, some third party content may be suppressed from the eBook and/or eChapter(s). Editorial review has deemed that any suppressed content does not materially affect the overall learning experience. Cengage Learning reserves the right to remove additional content at any time if subsequent rights restrictions require it.

CONNECT for

SUCCESS For today’s – and tomorrow’s – business leaders, a solid

understanding of the legal environment of business is

crucial. Students must be equipped with the knowledge of

basic legal concepts and the skills to apply these concepts

to real-world examples in order to succeed in business.

Anderson’s Business Law and the Legal Environment,

a time-tested market leading textbook, continues the

tradition of providing crystal clear explanations of the

law, student-friendly examples, and vivid illustrations.

Perhaps the most exciting innovation to the new edition

is not what students learn but how they learn – the

cutting-edge 22nd edition continues with its proven

features and approaches for teaching and learning that are

integrated into every facet of the text and package.

Copyright 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part. Due to electronic rights, some third party content may be suppressed from the eBook and/or eChapter(s). Editorial review has deemed that any suppressed content does not materially affect the overall learning experience. Cengage Learning reserves the right to remove additional content at any time if subsequent rights restrictions require it.

CONNECT for LEARNING

SUCCESS The learning system introduced in the 21st Edition of Anderson’s Business Law

and the Legal Environment, proved to be an effective tool for students to make the

connection to what they are reading, what they are doing in class, and—ultimately—

what they will do in the real world as business managers and leaders. This new tool is

continued and refined for the 22nd edition.

Chapters open with a self-guided outline—helping students focus on key concepts.

Chapter content continues to provide just the right amount of detail, presented in

terminology students can grasp and relate to. As a learning and study tool, key

examples are highlighted in green throughout each chapter—spotlighting the

connection between chapter concepts and real-world experiences for students.

The self-guided outlines help students

focus on the key concepts presented in

the chapter.

Examples are emphasized in every paragraph with green highlights – spotlighting the connection between legal concepts and real-world experiences for students.

learningoutcomes After studying this chapter, you should be able to

LO.1 Define business ethics

LO.2 Discuss why ethics are important in business

LO.3 Describe how to recognize and resolve ethical dilemmas

A. What Is Business Ethics?

1. THE LAW AS THE STANDARD FOR BUSINESS ETHICS

2. THE NOTION OF UNIVERSAL STANDARDS FOR BUSINESS ETHICS

3. ETHICAL THEORIES AND STANDARDS

4. THE BUSINESS STAKEHOLDER STANDARD OF BEHAVIOR

B. Why Is Business Ethics Important?

5. THE IMPORTANCE OF TRUST

6. BUSINESS ETHICS AND FINANCIAL PERFORMANCE

7. THE IMPORTANCE OF A GOOD REPUTATION

8. BUSINESS ETHICS AND BUSINESS REGULATION: PUBLIC POLICY, LAW, AND ETHICS

C. How to Recognize and Resolve Ethical Dilemmas

9. CATEGORIES OF ETHICAL BEHAVIOR

10. RESOLVING ETHICAL DILEMMAS

CHAPTER 3 Business Ethics, Social Forces, and the Law

© Manuel Gutjahr/iStockphoto.com

36

ImportanImportant?t?

5.55.5.5.5. THETHETHETHETHEHE IMPORTANCEIMPORTANCEIMPORTANCEIMPORTANCEIMPORTANCEMPORTANC OFOFOFOFOF TRUSTTRUSTTRUSTRUSTRUSTUST

10. RESOLVING ETHICAL DILEMMAS

2. The Notion of Universal Standards for Business Ethics Another view of ethics holds that standards exist universally and cannot be changed or modified by law. In many cases, universal standards stem from religious beliefs. In some countries today, the standards for business are still determined by religious tenets. Natural law imposes higher standards of behavior than those required by positive law and they must be followed even if those higher standards run contrary to codified law. For Example, in the early nineteenth century when slavery was legally permissible in the United States, a positive law standard supported slavery. However, slavery violates the natural law principle of individual freedom and would be unethical. Civil disobedience is the remedy natural law proponents use to change positive law.

Former Supreme Court Justice Sandra Day O’Connor, who was second in her class at Stanford Law School (the late Chief Justice William Rehnquist was first), was offered a job as a receptionist for a law firm while her male classmates were hired as attorneys. At that time, no law prohibited discrimination against women, so law f h l l d d h l f

natural law– a system of principles to guide human conduct independent of, and sometimes contrary to, enacted law and discovered by man’s rational intelligence.

civil disobedience– the term used when natural law proponents violate positive law.

38 Part 1 The Legal and Social Environment of Business

Copyright 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part. Due to electronic rights, some third party content may be suppressed from the eBook and/or eChapter(s). Editorial review has deemed that any suppressed content does not materially affect the overall learning experience. Cengage Learning reserves the right to remove additional content at any time if subsequent rights restrictions require it.

Maximizing student success, the Make the Connection section found at the end of each chapter begins with a revised and more thorough chapter summary recapping key chapter topics. Action-oriented Learning Outcomes direct students to utilize the existing text pedagogy by serving as a direct reference point for selected For Example callouts, case summaries, and feature boxes. A list of Key Terms gives students further opportunity to check their understanding of commonly-used business law terminology. The Questions and Case Problems offer students additional opportunities for students to connect legal concepts to real-world issues. And the CPA Questions provide excellent review for the CPA Exam.

Make the Connection helps students understand and retain legal concepts by explaining them in the context of real-world examples. The result: Students are better prepared to have success in class—and in their careers as business leaders.

End-of-chapter material has been thoroughly revised and expanded! The cases, new “Thinging Things Through” examples, new ethics examples, and new “Sports and Entertainment Law” sections offer students up-to-date examples that help them understand the chapter concepts and laws covered.

MAKE THE CONNECTION

SUMMARY

Business ethics is the application of values and standards to business conduct and decisions. These values originate in various sources from positive (codified) law to natural law to ethical theories and standards and on to stakeholder values. Business ethics is important because trust is a critical component of good business relationships and free enterprise. A business with values will enjoy the additional competitive advantage of a good reputation and, over the long term, better earnings. When businesses make decisions that violate basic ethical standards, they set into motion social forces and cause the area of abuse to be regulated, resulting in additional costs and

restrictions for business. Voluntary value choices by businesses position them for a competitive advantage.

The categories of ethical values in business are truthfulness and integrity, promise keeping, loyalty and avoiding conflicts of interest, fairness, doing no harm, and maintaining confidentiality.

Resolution of ethical dilemmas is possible through the use of various models that require a businessperson to examine the impact of a decision before it is made. These models include stakeholder analysis, the Blanchard and Peale test, the front-page- of-the-newspaper test, and the Laura Nash model.

LEARNING OUTCOMES

After studying this chapter, you should be able to clearly explain:

A. What Is Business Ethics? LO.1 Define business ethics

See the discussion of the definition, balancing the goal of profits with the values of individuals and society, on p. 41–42.

B. Why Is Business Ethics Important? LO.2 Discuss why ethics are important in

business See “The Importance of Trust” on p. 42. See “Business Ethics and Financial Performance” on p. 43. See “The Importance of a Good Reputation” on p. 44.

The Family Man (2000) (PG-13)

Nicolas Cage plays a Wall Street billionaire who is suddenly given a suburban life in New Jersey with all of its family life and financial constraints. He is forced to examine who he really is and what is important.

LawFlix Continued

54 Part 1 The Legal and Social Environment of Business

Copyright 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part. Due to electronic rights, some third party content may be suppressed from the eBook and/or eChapter(s). Editorial review has deemed that any suppressed content does not materially affect the overall learning experience. Cengage Learning reserves the right to remove additional content at any time if subsequent rights restrictions require it.

CONNECT for TEACHING

SUCCESS Instructor resources also integrate the text’s Make the Connection learning system.

The Instructor’s Manual includes a thorough explanation of the system as well as

tips for implementation. Expanded PowerPoint® presentations incorporate Learning

Outcomes into every chapter, enabling instructors to talk through examples step

by step in class. In addition, the Test Bank includes questions from the Learning

Outcomes sections.

Instructor’s Manual: This manual provides instructor

insights, chapter outlines, and teaching strategies for each chapter. Chapter overviews

and transparency integration notes ease lecture preparation.

Discussion points are provided for the textbook’s “Thinking

Things Through” and “Ethics & the Law” vignettes. Also included

are answers to CPA questions.

Copyright 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part. Due to electronic rights, some third party content may be suppressed from the eBook and/or eChapter(s). Editorial review has deemed that any suppressed content does not materially affect the overall learning experience. Cengage Learning reserves the right to remove additional content at any time if subsequent rights restrictions require it.

Test Bank: Thousands of true/false, multiple-choice, and case questions are available.

Power Point: PowerPoint® slides are available to help instructors enhance their lectures.

Copyright 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part. Due to electronic rights, some third party content may be suppressed from the eBook and/or eChapter(s). Editorial review has deemed that any suppressed content does not materially affect the overall learning experience. Cengage Learning reserves the right to remove additional content at any time if subsequent rights restrictions require it.

CREATE the PERFECT

LEARNING SOLUTION Digital Solutions that Prepare and Engage Students MINDTAP MindTap is a new personal learning experience that combines all your digital assets—readings, multimedia, activities, and assessments—into a singular learning path to improve student outcomes. MindTap offers complimentary web-apps known as MindApps. MindApps range from ReadSpeaker (which reads the text out-loud to students), to Kaltura (allowing you to insert your own video and audio into your curriculum) to ConnectYard (allowing you to create digital “yards” through social media—all without “friending” your students). CengageNOW is an app within MindTap. www.cengage.com/mindtap Instant Access Code ISBN: 9781285513102

CENGAGENOW CengageNOW is a powerful course management tool that provides control and customization to optimize the student learning experience and produce desired outcomes. CengageNOW includes:

• Interactive eBook

• Auto-Graded Homework with the following consistent question types:

• Chapter Review

• Brief Hypotheticals/Business Case Scenarios

• Legal Reasoning

• IRAC (Issue, Rule, Application, Conclusion) Case Analysis

• Synthesizing/Exam Strategy

• Application & Analysis/Business Wisdom

• Video Questions

• Personalized Study Plan with Multimedia Study Tools and videos

• Test Bank • Course Management Tools • Reporting & Assessment Options

Instant Access Code ISBN: 9781285194189

COURSEMATE CourseMate with Engagement Tracker: CourseMate brings course concepts to life with interactive learning tools and an eBook. CourseMate now includes the KnowNOW! Blog, the most current solution for the most convenient online news and classroom application. KnowNOW! brings news into your course with discipline-specific online pages and applications. www.cengage.com/coursemate Instant Access Code ISBN: 9781285194127

BRING BUSINESS LAW TO LIFE! Business Law Digital Video Library: This dynamic video library features more that ninety video clips that spark class discussion and clarify core legal principles. The library is organized into four series: Legal Conflicts in Business (includes specific modern business and e-commerce scenarios); Ask the Instructor (presents straightforward explanations of concepts for student review); Drama of the Law (features classic business scenarios that spark classroom participation); and Real World Legal (explores conflicts that arise in a variety of business environments). Access for students is free when bundled with a new textbook, or it can be purchased at www.cengagebrain.com. Instant Access Code ISBN: 9781285186658

Copyright 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part. Due to electronic rights, some third party content may be suppressed from the eBook and/or eChapter(s). Editorial review has deemed that any suppressed content does not materially affect the overall learning experience. Cengage Learning reserves the right to remove additional content at any time if subsequent rights restrictions require it.

Unique Services for You and Your Students CENGAGE LEARNING CUSTOM SOLUTIONS Cengage Learning Custom Solutions can provide your students exactly what they need to succeed—remove extra coverage you normally skip, replace chapters with coverage that better matches your approach, supplement your text with additional cases or readings from our legal, business ethics, or our new “pop culture” case collections, and include your own material to create a complete and efficient course resource. With a customized product your students are paying for “exactly what they need” and receive a greater value for their dollar.

SAVE YOUR STUDENTS TIME AND MONEY! Tell them about CengageBrain.com to access Cengage Learning content and empower them to choose the format and savings that suits them best . . . and a better chance to succeed in your class. On CengageBrain.com students will be able to save up to 60% on their course materials through our full spectrum of options. Students will have the option to rent their textbooks, purchase print textbooks, e-textbooks, or individual e-chapters and audio books all for substantial savings over average retail prices. CengageBrain.com also includes access to Cengage Learning’s broad range of homework and study tools, and features a selection of free content. www.cengage.com/custom/

Copyright 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part. Due to electronic rights, some third party content may be suppressed from the eBook and/or eChapter(s). Editorial review has deemed that any suppressed content does not materially affect the overall learning experience. Cengage Learning reserves the right to remove additional content at any time if subsequent rights restrictions require it.

Copyright 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part. Due to electronic rights, some third party content may be suppressed from the eBook and/or eChapter(s). Editorial review has deemed that any suppressed content does not materially affect the overall learning experience. Cengage Learning reserves the right to remove additional content at any time if subsequent rights restrictions require it.

brief contents

Preface xxxi Acknowledgements xxxix About the Authors xlii

PART 1 THE LEGAL AND SOCIAL ENVIRONMENT OF BUSINESS 1 1 The Nature and Sources of Law 3 2 The Court System and Dispute Resolution 15 3 Business Ethics, Social Forces, and the Law 36 4 The Constitution as the Foundation of the Legal

Environment 59 5 Government Regulation of Competition and Prices 78 6 Administrative Agencies 92 7 The Legal Environment of International Trade 112 8 Crimes 141 9 Torts 170

10 Intellectual Property Rights and the Internet 193 11 Cyberlaw 222

PART 2 CONTRACTS 241 12 Nature and Classes of Contracts: Contracting on the

Internet 243 13 Formation of Contracts: Offer and Acceptance 260 14 Capacity and Genuine Assent 282 15 Consideration 304 16 Legality and Public Policy 320 17 Writing, Electronic Forms, and Interpretation of

Contracts 338 18 Third Persons and Contracts 361 19 Discharge of Contracts 378 20 Breach of Contract and Remedies 399

PART 3 SALES AND LEASES OF GOODS 419 21 Personal Property and Bailments 421 22 Legal Aspects of Supply Chain Management 443 23 Nature and Form of Sales 466 24 Title and Risk of Loss 493 25 Product Liability: Warranties and Torts 515 26 Obligations and Performance 538 27 Remedies for Breach of Sales Contracts 557

PART 4 NEGOTIABLE INSTRUMENTS 579 28 Kinds of Instruments, Parties, and Negotiability 581

29 Transfers of Negotiable Instruments and Warranties of Parties 600

30 Liability of the Parties under Negotiable Instruments 621 31 Checks and Funds Transfers 640

PART 5 DEBTOR-CREDITOR RELATIONSHIPS 669 32 Nature of the Debtor-Creditor Relationship 671 33 Consumer Protection 689 34 Secured Transactions in Personal Property 715 35 Bankruptcy 746 36 Insurance 773

PART 6 AGENCY AND EMPLOYMENT 797 37 Agency 799 38 Third Persons in Agency 823 39 Regulation of Employment 846 40 Equal Employment Opportunity Law 885

PART 7 BUSINESS ORGANIZATIONS 913 41 Types of Business Organizations 915 42 Partnerships 933 43 LPs, LLCs, and LLPs 961 44 Corporation Formation 978 45 Shareholder Rights in Corporations 1000 46 Securities Regulation 1026 47 Accountants’ Liability and Malpractice 1054 48 Management of Corporations 1077

PART 8 REAL PROPERTY AND ESTATES 1101 49 Real Property 1103 50 Environmental Law and Land Use Controls 1129 51 Leases 1150 52 Decedents’ Estates and Trusts 1169

APPENDICES

1 How to Find the Law A-1 2 The Constitution of the United States A-4 3 Uniform Commercial Code A-15

GLOSSARY G-1

CASE INDEX CI-1

SUBJECT INDEX SI-1

xi

Copyright 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part. Due to electronic rights, some third party content may be suppressed from the eBook and/or eChapter(s). Editorial review has deemed that any suppressed content does not materially affect the overall learning experience. Cengage Learning reserves the right to remove additional content at any time if subsequent rights restrictions require it.

contents Preface xxxi Acknowledgements xxxix About the Authors xlii

PART 1

THE LEGAL AND SOCIAL ENVIRONMENT OF BUSINESS

CHAPTER 1 THE NATURE AND SOURCES OF LAW 3

A. Nature of Law and Legal Rights 4 1. Legal Rights 4 2. Individual Rights 4 3. The Right of Privacy 4 CASE SUMMARY 5

4. Privacy and Technology 6 Ethics & the Law 6

E-Commerce & Cyberlaw 7

B. Sources of Law 7 5. Constitutional Law 7 6. Statutory Law 8 7. Administrative Law 8 8. Private Law 8 9. Case Law, Statutory Interpretation, and Precedent 8 10. Other Forms of Law: Treaties and Executive

Orders 9 11. Uniform State Laws 9 C. Classifications of Law 10 12. Substantive Law vs. Procedural Law 10 13. Criminal Law vs. Civil Law 10 Sports & Entertainment Law 10

14. Law vs. Equity 11 LawFlix 11

CHAPTER 2 THE COURT SYSTEM AND DISPUTE RESOLUTION 15

A. The Court System 16 1. The Types of Courts 16 CASE SUMMARY 17

2. The Federal Court System 18 3. State Court Systems 20 B. Court Procedure 22

4. Participants in the Court System 22 5. Which Law Applies—Conflicts of Law 22 6. Initial Steps in a Lawsuit 23 7. The Trial 24 Thinking Things Through 25

Ethics & the Law 27

8. Posttrial Procedures 27 C. Alternative Dispute Resolution (ADR) 27 9. Arbitration 27 10. Mediation 29 11. MedArb 29 12. Reference to a Third Person 29 E-Commerce & Cyberlaw 30

13. Association Tribunals 30 14. Summary Jury Trial 30 15. Rent-A-Judge 30 16. Minitrial 31 17. Judicial Triage 31 18. Contract Provisions 31 LawFlix 31

CHAPTER 3 BUSINESS ETHICS, SOCIAL FORCES, AND THE LAW 36

A. What Is Business Ethics? 37 1. The Law as the Standard for Business Ethics 37 2. The Notion of Universal Standards for Business

Ethics 38 3. Ethical Theories and Standards 38 Thinking Things Through 40

4. The Business Stakeholder Standard of Behavior 41 Ethics & the Law 42

B. Why Is Business Ethics Important? 42 5. The Importance of Trust 42 6. Business Ethics and Financial Performance 43 Ethics & the Law 44

7. The Importance of a Good Reputation 44 8. Business Ethics and Business Regulation: Public

Policy, Law, and Ethics 44 Ethics & the Law 46

C. How to Recognize and Resolve Ethical Dilemmas 48 9. Categories of Ethical Behavior 48 Ethics & the Law 49

Sports & Entertainment Law 50

10. Resolving Ethical Dilemmas 50

xii

Copyright 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part. Due to electronic rights, some third party content may be suppressed from the eBook and/or eChapter(s). Editorial review has deemed that any suppressed content does not materially affect the overall learning experience. Cengage Learning reserves the right to remove additional content at any time if subsequent rights restrictions require it.

E-Commerce & Cyberlaw 51

Ethics & the Law 52

LawFlix 53

CHAPTER 4 THE CONSTITUTION AS THE FOUNDATION OF THE LEGAL ENVIRONMENT 59

A. The U.S. Constitution and the Federal System 60 1. What a Constitution Is 60 2. The Branches of Government 60 B. The U.S. Constitution and the States 60 3. Delegated and Shared Powers 60 4. Other Powers 61 5. Federal Supremacy 62 CASE SUMMARY 62

C. Interpreting and Amending the Constitution 63 6. Conflicting Theories 63 7. Amending the Constitution 63 8. The Living Constitution 64 D. Federal Powers 65 9. The Power to Regulate Commerce 65 CASE SUMMARY 66

CASE SUMMARY 67

CASE SUMMARY 67

10. The Financial Powers 68 CASE SUMMARY 68

E. Constitutional Limitations on Government 69 11. Due Process 69 E-Commerce & Cyberlaw 70

12. Equal Protection of the Law 70 13. Privileges and Immunities 71 14. Protection of the Person 71 15. The Bill of Rights and Businesses as Persons 72 CASE SUMMARY 72

Thinking Things Through 73

LawFlix 73

CHAPTER 5 GOVERNMENT REGULATION OF COMPETITION AND PRICES 78

A. Power to Regulate Business 79 1. Regulation, Free Enterprise, and Deregulation 79 2. Regulation of Unfair Competition 79 B. Regulation of Horizontal Markets and Competitors 79 3. Regulation of Prices 79 4. Prevention of Monopolies and Combinations 80 Ethics & the Law 81

5. Boycotts and Refusals to Deal 81 6. Mergers among Competitors 82

E-Commerce & Cyberlaw 82

C. Regulation of the Supply Chain and Vertical Trade Restraints 83

7. Price Discrimination 83 CASE SUMMARY 83

8. Exclusive Dealings and Territories 84 9. Real Price Maintenance 84 CASE SUMMARY 85

CASE SUMMARY 85

10. Tying 86 11. Mergers along the Supply Chain 86 Sports & Entertainment Law 86

D. Remedies for Anticompetitive Behavior 87 12. Criminal Penalties 87 13. Civil Remedies 87 LawFlix 88

CHAPTER 6 ADMINISTRATIVE AGENCIES 92

A. Nature of the Administrative Agency 93 1. Purpose of Administrative Agencies 93 2. Uniqueness of Administrative Agencies 93 3. Open Operation of Administrative Agencies 94 B. Legislative Power of the Agency 95 4. Agency’s Regulations as Law 95 CASE SUMMARY 96

5. Agency Adoption of Regulations 97 E-Commerce & Cyberlaw 97

CASE SUMMARY 98

C. Executive Power of the Agency 99 6. Enforcement or Execution of the Law 100 Ethics & the Law 100

7. Constitutional Limitations on Administrative Investigation 100

D. Judicial Power of the Agency 101 8. The Agency as a Specialized Court 101 9. Punishment and Enforcement Powers of Agencies 102 10. Exhaustion of Administrative Remedies 103 11. Appeal from Administrative Action and Finality of

Administrative Determination 103 CASE SUMMARY 104

CASE SUMMARY 105

12. Liability of the Agency 106 LawFlix 107

CHAPTER 7 THE LEGAL ENVIRONMENT OF INTERNATIONAL TRADE 112

A. General Principles 113 1. The Legal Background 113

Contents xiii

Copyright 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part. Due to electronic rights, some third party content may be suppressed from the eBook and/or eChapter(s). Editorial review has deemed that any suppressed content does not materially affect the overall learning experience. Cengage Learning reserves the right to remove additional content at any time if subsequent rights restrictions require it.

2. International Trade Organizations, Conferences, and Treaties 115

CASE SUMMARY 116

CASE SUMMARY 118

3. Forms of Business Organizations 119 CASE SUMMARY 121

B. Governmental Regulation 121 4. Export Regulations 121 5. Protection of Intellectual Property Rights 123 CASE SUMMARY 124

6. Antitrust 126 7. Securities and Tax Fraud Regulation in an

International Environment 128 CASE SUMMARY 129

8. Barriers to Trade 130 CASE SUMMARY 130

9. Relief Mechanisms for Economic Injury Caused by Foreign Trade 131

CASE SUMMARY 132

10. Expropriation 133 11. The Foreign Corrupt Practices Act 134 CASE SUMMARY 134

Ethics & the Law 135

LawFlix 135

CHAPTER 8 CRIMES 141

A. General Principles 142 1. Nature and Classification of Crimes 142 2. Basis of Criminal Liability 142 3. Responsibility for Criminal Acts 142 CASE SUMMARY 143

CASE SUMMARY 144

Thinking Things Through 148

4. Indemnification of Crime Victims 148 B. White-Collar Crimes 149 5. Conspiracies 149 6. Crimes Related to Production, Competition, and

Marketing 149 7. Money Laundering 149 8. Racketeering 150 9. Bribery 151 10. Commercial Bribery 151 11. Extortion and Blackmail 151 12. Corrupt Influence 152 13. Counterfeiting 152 Ethics & the Law 153

14. Forgery 153 15. Perjury 153 16. False Claims and Pretenses 153

17. Bad Checks 154 18. Credit Card Crimes 154 19. Embezzlement 155 20. Obstruction of Justice: Sarbanes-Oxley

(SOX) 155 21. Corporate Fraud: SOX 155 Sports & Entertainment Law 156

22. The Common Law Crimes 156 C. Criminal Law and the Computer 157 23. What Is a Computer Crime? 157 24. The Computer as Victim 158 25. Unauthorized Use of Computers 158 26. Computer Raiding 158 27. Diverted Delivery by Computer 159 E-Commerce & Cyberlaw 159

28. Economic Espionage by Computer 160 29. Electronic Fund Transfer Crimes 160 Ethics & the Law 160

30. Circumventing Copyright Protection Devices Via Computer 160

31. Spamming 161 D. Criminal Procedure Rights for Businesses 161 32. Fourth Amendment Rights for Businesses 161 CASE SUMMARY 162

33. Fifth Amendment Self-Incrimination Rights for Businesses 163

CASE SUMMARY 163

34. Due Process Rights for Businesses 164 CASE SUMMARY 165

LawFlix 165

CHAPTER 9 TORTS 170

A. General Principles 171 1. What Is a Tort? 171 2. Tort and Crime Distinguished 171 3. Types of Torts 171 B. Intentional Torts 173 4. Assault 173 5. Battery 173 CASE SUMMARY 173

6. False Imprisonment 173 CASE SUMMARY 174

7. Intentional Infliction of Emotional Distress 174 8. Invasion of Privacy 175 CASE SUMMARY 175

CASE SUMMARY 176

9. Defamation 177 CASE SUMMARY 177

10. Product Disparagement 179

xiv Contents

Copyright 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part. Due to electronic rights, some third party content may be suppressed from the eBook and/or eChapter(s). Editorial review has deemed that any suppressed content does not materially affect the overall learning experience. Cengage Learning reserves the right to remove additional content at any time if subsequent rights restrictions require it.

11. Wrongful Interference with Contracts 179 12. Trespass 180 C. Negligence 180 13. Elements of Negligence 181 CASE SUMMARY 182

14. Defenses to Negligence 183 CASE SUMMARY 184

Sports & Entertainment Law 186

D. Strict Liability 186 Thinking Things Through 186

15. What Is Strict Liability? 187 16. Imposing Strict Liability 187 LawFlix 188

CHAPTER 10 INTELLECTUAL PROPERTY RIGHTS AND THE INTERNET 193

A. Trademarks and Service Marks 194 1. Introduction 194 2. International Registration 195 3. Registrable Marks 195 CASE SUMMARY 196

4. Remedies for Improper Use of Marks 197 5. Abandonment of Exclusive Right to Mark 197 6. Trade Dress Protection 197 7. Limited Lanham Act Protection of Product

Design 198 8. Prevention of Dilution of Famous Marks 199 9. Internet Domain Names and Trademark Rights 199 E-Commerce & Cyberlaw 200

B. Copyrights 201 10. Duration of Copyright 201 11. Copyright Notice 202 12. What Is Copyrightable? 202 13. Copyright Ownership and the Internet 202 14. Rights of Copyright Holders 203 15. Limitation on Exclusive Character

of Copyright 203 CASE SUMMARY 204

16. Secondary Liability for Infringement 205 Ethics & the Law 205

17. Digital Millennium Copyright Act 206 C. Patents 206 18. Types, Duration, and Notice 206 19. Patentability 207 CASE SUMMARY 209

20. Patentable Business Methods 209 CASE SUMMARY 209

21. Infringement 210 CASE SUMMARY 211

D. Secret Business Information 212 22. Trade Secrets 212 23. Loss of Protection 212 24. Defensive Measures 213 25. Criminal Sanctions 213 E. Protection of Computer Software and Mask Works 213 26. Copyright Protection of Computer Programs 213 27. Patent Protection of Programs 214 28. Trade Secrets 214 29. Restrictive Licensing 214 30. Semiconductor Chip Protection 215 LawFlix 216

CHAPTER 11 CYBERLAW 222

A. Types of Legal Issues in Cyberspace 223 1. What Is Cyberlaw? 223 2. What Are the Issues in Cyberlaw? 223 B. Employment Issues in Cyberspace 223 3. Employers Are Accountable for Employee Electronic

Content 223 4. Employer Monitoring: What’s Legal 224 CASE SUMMARY 225

5. Employer Screening of Applicants 225 Ethics & the Law 226

CASE SUMMARY 226

6. Employers’ Right of Access to Employee E-Mails and Internet Use 227

CASE SUMMARY 228

E-Commerce & Cyberlaw 229

C. User Issues in Cyberspace 230 7. Use of User Information 230 8. Identifying Users: Screen Names, Privacy, and Freedom

of Speech 230 CASE SUMMARY 231

9. The Cloud and Privacy 232 10. Cookies and Privacy 232 11. Statutory Protections for Privacy

in Cyberspace 232 D. Appropriation and Other Forms of Unfair Competition in

Cyberspace 233 12. Appropriation Online 233 13. Unfair Methods of Competition in Cyberspace 233 Ethics & the Law 234

E. Contract Issues in Cyberspace 234 14. Formation of Contracts in Cyberspace 234 15. Misrepresentation and Fraud in Cyberspace 235 Thinking Things Through 235

16. Tax Issues on Contracts in Cyberspace 236 LawFlix 236

Contents xv

Copyright 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part. Due to electronic rights, some third party content may be suppressed from the eBook and/or eChapter(s). Editorial review has deemed that any suppressed content does not materially affect the overall learning experience. Cengage Learning reserves the right to remove additional content at any time if subsequent rights restrictions require it.

PART 2

CONTRACTS

CHAPTER 12 NATURE AND CLASSES OF CONTRACTS: CONTRACTING ON THE INTERNET 243

A. Nature of Contracts 244 1. Definition of a Contract 244 2. Elements of a Contract 244 3. Subject Matter of Contracts 244 4. Parties to a Contract 244 5. How a Contract Arises 245 6. Intent to Make a Binding Agreement 246 7. Freedom of Contract 246 B. Classes of Contracts 246 8. Formal and Informal Contracts 246 9. Express and Implied Contracts 246 10. Valid and Voidable Contracts and Void

Agreements 247 11. Executed and Executory Contracts 247 12. Bilateral and Unilateral Contracts 248 CASE SUMMARY 248

13. Quasi Contracts 249 CASE SUMMARY 251

CASE SUMMARY 252

Thinking Things Through 253

C. Contracting on the Internet 254 LawFlix 255

CHAPTER 13 FORMATION OF CONTRACTS: OFFER AND ACCEPTANCE 260

A. Requirements of an Offer 261 1. Contractual Intention 261 CASE SUMMARY 261

2. Definiteness 263 CASE SUMMARY 263

CASE SUMMARY 264

Thinking Things Through 264

CASE SUMMARY 267

3. Communication of Offer to Offeree 268 B. Termination of Offer 268 4. Revocation of Offer by Offeror 268 5. Counteroffer by Offeree 269 6. Rejection of Offer by Offeree 270 7. Lapse of Time 270 8. Death or Disability of Either Party 270 9. Subsequent Illegality 271 C. Acceptance of Offer 271 10. What Constitutes an Acceptance? 271

11. Privilege of Offeree 271 12. Effect of Acceptance 271 13. Nature of Acceptance 271 14. Who May Accept? 272 CASE SUMMARY 272

15. Manner and Time of Acceptance 272 16. Communication of Acceptance 273 E-Commerce & Cyberlaw 274

CASE SUMMARY 275

CASE SUMMARY 275

17. Auction Sales 276 LawFlix 277

CHAPTER 14 CAPACITY AND GENUINE ASSENT 282

A. Contractual Capacity 283 1. Contractual Capacity Defined 283 CASE SUMMARY 283

2. Minors 284 CASE SUMMARY 286

3. Mentally Incompetent Persons 287 CASE SUMMARY 288

4. Intoxicated Persons 288 B. Mistake 289 5. Unilateral Mistake 289 CASE SUMMARY 289

6. Mutual Mistake 290 7. Mistake in the Transcription or Printing of the

Contract: Reformation 290 C. Deception 291 8. Intentional Misrepresentation 291 9. Fraud 291 CASE SUMMARY 293

10. Negligent Misrepresentation 294 11. Nondisclosure 295 CASE SUMMARY 295

D. Pressure 296 12. Undue Influence 296 CASE SUMMARY 297

13. Duress 297 LawFlix 298

CHAPTER 15 CONSIDERATION 304

A. General Principles 305 1. Consideration Defined and Explained 305 2. Gifts 305 CASE SUMMARY 306

CASE SUMMARY 306

3. Adequacy of Consideration 307

xvi Contents

Copyright 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part. Due to electronic rights, some third party content may be suppressed from the eBook and/or eChapter(s). Editorial review has deemed that any suppressed content does not materially affect the overall learning experience. Cengage Learning reserves the right to remove additional content at any time if subsequent rights restrictions require it.

CASE SUMMARY 307

CASE SUMMARY 307

4. Forbearance as Consideration 308 5. Illusory Promises 308 B. Special Situations 309 6. Preexisting Legal Obligation 309 CASE SUMMARY 310

CASE SUMMARY 311

7. Past Consideration 312 8. Moral Obligation 312 Ethics & the Law 313

C. Exceptions to the Laws of Consideration 313 9. Exceptions to Consideration 313 CASE SUMMARY 314

LawFlix 315

CHAPTER 16 LEGALITY AND PUBLIC POLICY 320

A. General Principles 321 1. Effect of Illegality 321 CASE SUMMARY 321

2. Exceptions to Effect of Illegality 322 3. Partial Illegality 322 4. Crimes and Civil Wrongs 322 5. Good Faith and Fairness 322 6. Unconscionable Clauses 323 B. Agreements Affecting Public Welfare 325 7. Agreements Contrary to Public Policy 325 8. Gambling, Wagers, and Lotteries 325 CASE SUMMARY 325

C. Regulation of Business 326 9. Effect of Violation 326 10. Statutory Regulation of Contracts 326 11. Licensed Callings or Dealings 327 CASE SUMMARY 327

12. Contracts in Restraint of Trade 328 13. Agreements Not to Compete 328 Thinking Things Through 329

Ethics & the Law 330

CASE SUMMARY 330

14. Usurious Agreements 331 Thinking Things Through 331

CASE SUMMARY 332

LawFlix 332

CHAPTER 17 WRITING, ELECTRONIC FORMS, AND INTERPRETATION OF CONTRACTS 338

A. Statute of Frauds 339 1. Validity of Oral Contracts 339

2. Contracts That Must be Evidenced by a Writing 340

CASE SUMMARY 340

CASE SUMMARY 343

3. Note or Memorandum 345 E-Commerce & Cyberlaw 346

4. Effect of Noncompliance 348 B. Parol Evidence Rule 348 5. Exclusion of Parol Evidence 348 6. When the Parol Evidence Rule Does

Not Apply 349 CASE SUMMARY 350

C. Rules of Construction and Interpretation 350 7. Intention of the Parties 350 CASE SUMMARY 351

8. Whole Contract 352 CASE SUMMARY 352

9. Contradictory and Ambiguous Terms 353 CASE SUMMARY 353

10. Implied Terms 354 11. Conduct and Custom 355 12. Avoidance of Hardship 355 LawFlix 356

CHAPTER 18 THIRD PERSONS AND CONTRACTS 361

A. Third-Party Beneficiary Contracts 362 1. Definition 362 CASE SUMMARY 363

2. Modification or Termination of Intended Third-Party Beneficiary Contract 363

3. Limitations on Intended Third-Party Beneficiary 364

4. Incidental Beneficiaries 364 CASE SUMMARY 364

B. Assignments 365 5. Definitions 365 6. Form of Assignment 366 7. Notice of Assignment 366 CASE SUMMARY 366

8. Assignment of Right to Money 367 9. Nonassignable Rights 368 10. Rights of Assignee 369 11. Continuing Liability of Assignor 370 12. Liability of Assignee 370 CASE SUMMARY 371

13. Warranties of Assignor 371 14. Delegation of Duties 371 CASE SUMMARY 372

CASE SUMMARY 373

LawFlix 374

Contents xvii

Copyright 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part. Due to electronic rights, some third party content may be suppressed from the eBook and/or eChapter(s). Editorial review has deemed that any suppressed content does not materially affect the overall learning experience. Cengage Learning reserves the right to remove additional content at any time if subsequent rights restrictions require it.

CHAPTER 19 DISCHARGE OF CONTRACTS 378

A. Conditions Relating to Performance 379 1. Classifications of Conditions 379 CASE SUMMARY 379

Sports & Entertainment Law 380

B. Discharge by Performance 381 2. Normal Discharge of Contracts 381 3. Nature of Performance 381 CASE SUMMARY 382

4. Time of Performance 382 5. Adequacy of Performance 383 C. Discharge by Action of Parties 386 6. Discharge by Unilateral Action 386 7. Discharge by Agreement 387 CASE SUMMARY 387

D. Discharge by External Causes 388 8. Discharge by Impossibility 388 9. Developing Doctrines 389 CASE SUMMARY 390

CASE SUMMARY 391

10. Temporary Impossibility 392 11. Discharge by Operation of Law 393 LawFlix 394

CHAPTER 20 BREACH OF CONTRACT AND REMEDIES 399

A. What Constitutes a Breach of Contract? 400 1. Definition of Breach 400 2. Anticipatory Breach 400 CASE SUMMARY 400

B. Waiver of Breach 401 3. Cure of Breach by Waiver 402 4. Existence and Scope of Waiver 402 CASE SUMMARY 402

5. Reservation of Rights 403 C. Remedies for Breach of Contract 403 6. Remedies Upon Anticipatory Repudiation 404 7. Remedies in General and the Measure of Damages 404 8. Monetary Damages 405 CASE SUMMARY 406

9. Rescission 407 10. Action for Specific Performance 408 11. Action for an Injunction 408 12. Reformation of Contract by a Court 409 CASE SUMMARY 409

D. Contract Provisions Affecting Remedies and Damages 410

13. Limitation of Remedies 410 14. Liquidated Damages 410

CASE SUMMARY 410

15. Attorneys’ Fees 411 16. Limitation of Liability Clauses 412 CASE SUMMARY 413

LawFlix 413

PART 3

SALES AND LEASES OF GOODS

CHAPTER 21 PERSONAL PROPERTY AND BAILMENTS 421

A. Personal Property 422 1. Personal Property in Context 422 2. Title to Personal Property 422 3. Gifts 423 CASE SUMMARY 424

CASE SUMMARY 425

CASE SUMMARY 427

4. Finding of Lost Property 427 5. Occupation of Personal Property 428 CASE SUMMARY 429

CASE SUMMARY 429

6. Escheat 430 CASE SUMMARY 430

7. Multiple Ownership of Personal Property 431 CASE SUMMARY 432

8. Community Property 433 B. Bailments 433 9. Definition 433 10. Elements of Bailment 433 11. Nature of the Parties’ Interests 434 12. Classification of Ordinary Bailments 435 13. Renting of Space Distinguished 435 14. Duties and Rights of the Bailee 436 15. Breach of Duty of Care: Burden of Proof 436 CASE SUMMARY 437

16. Liability for Defects in Bailed Property 437 17. Contract Modification of Liability 437 LawFlix 438

CHAPTER 22 LEGAL ASPECTS OF SUPPLY CHAIN MANAGEMENT 443

A. Warehouses 444 1. Definitions 444 2. Rights and Duties of Warehouses 444 3. Warehouse Receipts 445 4. Rights of Holders of Warehouse Receipts 445

xviii Contents

Copyright 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part. Due to electronic rights, some third party content may be suppressed from the eBook and/or eChapter(s). Editorial review has deemed that any suppressed content does not materially affect the overall learning experience. Cengage Learning reserves the right to remove additional content at any time if subsequent rights restrictions require it.

5. Field Warehousing 448 6. Limitation of Liability of Warehouses 448 B. Common Carriers 449 7. Definitions 449 CASE SUMMARY 449

8. Bills of Lading 450 CASE SUMMARY 451

9. Rights of Common Carrier 451 10. Duties of Common Carrier 452 11. Liabilities of Common Carrier 452 CASE SUMMARY 452

CASE SUMMARY 454

CASE SUMMARY 455

CASE SUMMARY 456

C. Factors and Consignments 456 12. Definitions 456 13. Effect of Factor Transaction 457 D. Hotelkeepers 457 14. Definitions 457 15. Duration of Guest Relationship 458 16. Hotelkeeper’s Liability for Guest’s Property 458 CASE SUMMARY 459

17. Hotelkeeper’s Lien 459 18. Boarders or Lodgers 460 LawFlix 460

CHAPTER 23 NATURE AND FORM OF SALES 466

A. Nature of Sales 467 1. Subject Matter of Sales 467 2. Sale Distinguished from Other Transactions 468 CASE SUMMARY 469

3. Formation of Sales Contracts 470 Ethics & the Law 471

CASE SUMMARY 474

4. Terms in the Formed Contract 476 5. Bulk Transfers 478 B. Form of Sales Contract 478 6. Amount 479 7. Nature of the Writing Required 479 CASE SUMMARY 480

CASE SUMMARY 481

8. Effect of Noncompliance 481 9. Exceptions to Requirement of a Writing 482 Thinking Things Through 483

10. Noncode Requirements 483 11. Bill of Sale 483 C. Uniform Law for International Sales 483 12. Scope of the CISG 484 D. Leases of Goods 484 13. Types of Leases 484

14. Form of Lease Contract 485 15. Warranties 485 E-Commerce & Cyberlaw 486

16. Default 486 LawFlix 486

CHAPTER 24 TITLE AND RISK OF LOSS 493

A. Identifying Types of Potential Problems and Transactions 494

1. Damage to Goods 494 2. Creditors’ Claims 494 3. Insurance 495 B. Determining Rights: Identification of Goods 495 4. Existing Goods 495 5. Future Goods 495 6. Fungible Goods 496 7. Effect of Identification 496 C. Determining Rights: Passage of Title 496 8. Passage of Title Using Documents of Title 496 9. Passage of Title in Nonshipment Contracts 497 10. Passage of Title in Warehouse Arrangements 497 11. Passage of Title in Bailments and Other Forms of

Possession 497 CASE SUMMARY 498

Thinking Things Through 500

Ethics & the Law 500

12. Delivery and Shipment Terms 500 13. Passage of Title in Shipment Contracts 502 D. Determining Rights: Risk of Loss 503 CASE SUMMARY 503

14. Risk of Loss in Nonshipment Contracts 504 15. Risk of Loss in Shipment Contracts 504 E-Commerce & Cyberlaw 504

16. Damage to or Destruction of Goods 505 CASE SUMMARY 505

17. Effect of Seller’s Breach in Risk of Loss 506 E. Determining Rights: Special Situations 506 18. Returnable Goods Transactions 506 19. Consignments and Factors 508 20. Self-Service Stores 508 21. Auction Sales 509 LawFlix 509

CHAPTER 25 PRODUCT LIABILITY: WARRANTIES AND TORTS 515

A. General Principles 516 1. Theories of Liability 516 2. Nature of Harm 516 3. Who Is Liable in Product Liability 517

Contents xix

Copyright 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part. Due to electronic rights, some third party content may be suppressed from the eBook and/or eChapter(s). Editorial review has deemed that any suppressed content does not materially affect the overall learning experience. Cengage Learning reserves the right to remove additional content at any time if subsequent rights restrictions require it.

B. Express Warranties 518 4. Definition of Express Warranty 518 5. Form of Express Warranty 518 6. Seller’s Opinion or Statement of Value 519 7. Warranty of Conformity to Description, Sample, or

Model 519 8. Federal Regulation of Express Warranties 519 9. Effect of Breach of Express Warranty 520 CASE SUMMARY 521

C. Implied Warranties 521 10. Definition of Implied Warranty 522 11. Implied Warranties of Sellers 522 12. Additional Implied Warranties of Merchant

Sellers 523 E-Commerce & Cyberlaw 523

CASE SUMMARY 524

13. Implied Warranties in Particular Sales 524 CASE SUMMARY 525

14. Necessity of Defect 526 15. Warranties in the International Sale of Goods 526 Thinking Things Through 526

D. Disclaimer of Warranties 526 16. Validity of Disclaimer 527 17. Particular Language for Disclaimers 527 18. Exclusion of Warranties by Examination of

Goods 527 19. Post-sale Disclaimer 527 E. Other Theories of Product Liability 528 20. Negligence 529 21. Fraud 529 22. Strict Tort Liability 529 CASE SUMMARY 529

23. Cumulative Theories of Liability 530 CASE SUMMARY 531

Ethics & the Law 531

LawFlix 532

CHAPTER 26 OBLIGATIONS AND PERFORMANCE 538

A. General Principles 539 1. Obligation of Good Faith 539 2. Time Requirements of Obligations 539 3. Repudiation of the Contract 540 4. Adequate Assurance of Performance 540 CASE SUMMARY 541

B. Duties of the Parties 541 5. Seller’s Duty to Deliver 542 6. Buyer’s Duty upon Receipt of Goods 542 7. Buyer’s Duty to Accept Goods 543 CASE SUMMARY 544

E-Commerce & Cyberlaw 546

CASE SUMMARY 547

Thinking Things Through 547

Ethics & the Law 548

8. Buyer’s Duty to Pay 548 CASE SUMMARY 548

9. When Duties Are Excused 549 CASE SUMMARY 549

CHAPTER 27 REMEDIES FOR BREACH OF SALES CONTRACTS 557

A. Statute of Limitations 558 1. Time Limits for Suits under the UCC 558 2. Time Limits for Other Suits 558 B. Remedies of the Seller 558 3. Seller’s Lien 559 4. Seller’s Remedy of Stopping Shipment 559 5. Resale by Seller 559 6. Cancellation by Seller 559 7. Seller’s Action for Damages under the Market Price

Formula 559 8. Seller’s Action for Lost Profits 560 9. Other Types of Damages 560 10. Seller’s Action for the Purchase Price 561 11. Seller’s Nonsale Remedies 561 C. Remedies of the Buyer 562 12. Rejection of Improper Tender 562 13. Revocation of Acceptance 562 14. Buyer’s Action for Damages for Nondelivery—

Market Price Recovery 562 15. Buyer’s Action for Damages for Nondelivery—

Cover Price Recovery 562 CASE SUMMARY 563

16. Other Types of Damages 564 Thinking Things Through 564

17. Action for Breach of Warranty 565 CASE SUMMARY 565

18. Cancellation by Buyer 567 CASE SUMMARY 567

19. Buyer’s Resale of Goods 568 20. Action for Specific Performance 568 21. Nonsale Remedies of the Buyer 568 D. Contract Provisions on Remedies 569 22. Limitation of Damages 569 CASE SUMMARY 570

23. Down Payments and Deposits 571 24. Limitation of Remedies 571 25. Waiver of Defenses 571 Thinking Things Through 571

Ethics & the Law 571

26. Preservation of Defenses 572

xx Contents

Copyright 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part. Due to electronic rights, some third party content may be suppressed from the eBook and/or eChapter(s). Editorial review has deemed that any suppressed content does not materially affect the overall learning experience. Cengage Learning reserves the right to remove additional content at any time if subsequent rights restrictions require it.

E. Remedies in the International Sale of Goods 572 27. Remedies of the Seller 572 E-Commerce & Cyberlaw 572

28. Remedies of the Buyer 573

PART 4

NEGOTIABLE INSTRUMENTS

CHAPTER 28 KINDS OF INSTRUMENTS, PARTIES, AND NEGOTIABILITY 581

A. Types of Negotiable Instruments and Parties 582 1. Definition 582 2. Kinds of Instruments 583 3. Parties to Instruments 584 B. Negotiability 585 4. Definition of Negotiability 585 E-Commerce & Cyberlaw 586

5. Requirements of Negotiability 586 CASE SUMMARY 588

Thinking Things Through 588

CASE SUMMARY 590

Ethics & the Law 591

CASE SUMMARY 592

CASE SUMMARY 593

6. Factors Not Affecting Negotiability 593 7. Ambiguous Language 594 8. Statute of Limitations 594

CHAPTER 29 TRANSFERS OF NEGOTIABLE INSTRUMENTS AND WARRANTIES OF PARTIES 600

A. Transfer of Negotiable Instruments 601 1. Effect of Transfer 601 2. Definition of Negotiation 601 3. How Negotiation Occurs: The Order or Bearer

Character of an Instrument 601 B. How Negotiation Occurs: Bearer Instruments 602 CASE SUMMARY 602

Ethics & the Law 603

C. How Negotiation Occurs: Order Instruments 603 CASE SUMMARY 603

4. Blank Indorsement 604 5. Special Indorsement 604 E-Commerce & Cyberlaw 605

6. Qualified Indorsement 606 7. Restrictive Indorsement 606 8. Correction of Name by Indorsement 607 9. Bank Indorsement 607 10. Multiple Payees and Indorsements 608

11. Agent or Officer Indorsement 608 CASE SUMMARY 608