Miller Modern Principles of Business Law 2012-1

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		Index	I–7
Executive branch, checks and	Fifth Amendment, 153	General jurisdiction, 60
balances, 33–34	due process clause, 47	Gifts
Executory contract, 196, 242	self-incrimination, 46	bargained-for exchange and, 232
Exemplary damages, 309–310	wording of, 39	promissory estoppel and, 238
fraudulent misrepresentation	Fighting words, 41	Godo kaisha, 423
and, 263	File-sharing technology, 126–129	Goldman Sachs, 174, 175
Express authority, 393	Filtering software, 42	Good faith
Express authorization, 220	Finance lease, 331–332	consideration in sales/lease
Express conditions, 291	First Amendment, 82, 83	agreement, 336
Express contract, 195	commercial speech, 40	performance obligations, 355–356
Express powers, of corporations, 446	corporate political speech, 40	UCC and, 332–333
Express ratification, 242	establishment clause, 42–43	Goods, 365–369
Express warranties, 370–371	unprotected speech, 41–42	buyer’s rights
disclaimers and limitations, 374	virtual pornography, 44	to recover, 365
Extrinsic evidence, 201–202	wording of, 39	recover damages, 367
F	F.O.B. (free on board), 345	to reject, 367–368
	Food, merchantable, 371–372	to replevy, 367
Fact(s)	Food and Drug Administration	conditional sale of, 346–347
compilation of, and copyright, 123	(FDA), 7, 37	conforming, 356
justifiable ignorance of, and	Forbearance, 231–232	consignment of, 347–349
illegal contracts, 251	Force	delivery
material, 260	deadly, 150	with movement of, 344–345
misrepresentation of, 260	justifiable use of, 150–151	place of, 356
mistake of, 152, 256–259	nondeadly, 150	via carrier, 356–357
public disclosure of, and invasion	Foreign corporation, 438	without movement of, 344,
of privacy, 85	Foreign Corrupt Practices Act, 146,	345–346
statement of, 83, 86, 370–371	183	destination contract, 344, 345,
Fair trade	Foreign investors, limited liability	357
movement, 334	company and, 424, 428	destruction of, 358–359
principles of, 334	Foreseeability, 96–97	document of title, 344
Fair use doctrine, 124	ethics and, 168	existing, 341–343
False imprisonment, 82	proximate cause and, 96–97	future, 343
False light, 85	Forfeiture, 150	held by bailee, 346
Fanciful trademark, 113–114	Forgery, 142–143	held by seller, 345–346
Farmers	Formal contract, 195	identification, 341–434
fair trade movement, 334	Forum-selection clause, 222	identified goods, 349–350
as merchant, 330–331	Fourteenth Amendment, 38	insurable interest, 349–350
F.A.S. (free alongside ship), 345	due process clause, 47	lease of, 331–332
Federal Arbitration Act, 72	equal protection clause, 47–48	lessee’s rights
Federal Circuit, 68	Fourth Amendment, 153	to recover, 365
Federal Communications	search and seizure, 45–46	recover damages, 367
Commission, 42	wording of, 39	to reject, 367–368
Federal courts, 67–69	Fraud	to replevy, 367
appellate, 68–69	bankruptcy, 146–148	lessor’s rights
decisions of	contract illegal through, 251	recover damages for
citations, 21–22	cyber, 160	nonacceptance, 364
publication of, 19	defined, 86	to resell or dispose of, 363
diversity of citizenship, 60–61	elements of, 86, 260	merchantable, 371
federal question and, 60	employment, 161	in possession
judges selection for, 67	Honest-Services Fraud law,	of buyer, 364–365
jurisdiction of, 60–61	147–148	of lessee, 364–365
organization of, 67–68	injury to party, 262–264	of lessor, 363–364
trial (district) courts, 68	intent to deceive, 261–262	of seller, 363–364
Federal form of government, 32–33	mail, 146	in transit, 364
Federal government. See National	misrepresentation by conduct,	risk of loss and delivery, 344–346
government	260–261	sale of, 326–331
Federal question, 60	misrepresentation by silence, 261	compensatory damages and,
Federal Register, 18	misrepresentation of fact, 260	307
Federal Reporter, 19	misrepresentation of law, 261	goods and services combined,
Federal Rules of Appellate	online action fraud, 160	328
Procedure, 55	online retail fraud, 160	goods associated with real
Federal Supplement (F.Supp), 19	reformation and, 314–315	estate, 328
Federal Trade Commission, 49, 105	reliance on misrepresentation,	goods defined, 327–330
Federal Trade Commission Act,	262	merchant defined, 330–331
246n	wire, 146	predominant-factor test, 328
Federal Trademark Dilution Act, 112	Fraudulent misrepresentation. See	sale defined, 327
Felonies, 139	Fraud	sales contract, 326–327
Fiduciary duties	Freedom of Information Act, 48	seller’s right
of LLC managers, 430	Free exercise clause, 45	recover damages for
of partners, 416–418	Frivolous litigation, 86–87	nonacceptance, 364
shareholder’s breach of, 463	Frustration of purpose, 301	to resell or dispose of, 363
Fiduciary relationship	Full faith and credit clause, 33	shipment contract, 344–345,
agency as, 382	G	356–357
defined, 261		shipment of nonconforming, 335
duties and, 388	Gambling, 245	specially manufactured, 337
undue influence and, 264	General damages, 80	tangible property, 327

Copyright 2011 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.

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I–8	Index
	in transit, 364	Impossibility of performance	advertisements, 211
	UCC definition, 327	defined, 297	agreements to agree, 211–212
Good Samaritan statutes, 103		objective, 297–298	auctions, 211
Goodwill, 412, 415		temporary, 298–299	expression of opinion, 210
Government		Incidental beneficiary, 289	preliminary negotiations,
	confederal form of, 32	Incidental damages, 307	210–211
	federal form of, 32–33	Incorporation	statements of future intent, 210
	judiciary’s role in, 54–56	articles of, 442–443	objective theory of contracts,
	powers of, 32–38	improper, 444	191–192
Gramm-Leach-Bliley Act, 49		securing corporate name, 442	of parties, contract interpretation
Grand jury, 157		selecting state of incorporation,	and, 203
Gross negligence		441–442	in tort law, 81
	defined, 80	Incorporators, 442, 443	Intentional infliction of emotional
	punitive damages, 80, 97	Indemnification	distress, 82
H		principal’s duty to, 392	Intentional torts
		right to, 452	defined, 81
Hacking, 161–162		Independent contractor	against persons
Hague Convention on the Choice of		agency relationship and, 383–385	abusive or frivolous litigation,
	Court Agreements, 227	copyright and, 384–385	86–87
Health care		defined, 383	appropriation, 85–86
	caps on medical malpractice, 101	determining employee status,	assault and battery, 81–82
	medical information and privacy	383–385	defamation, 83–85
	rights, 49	tort liability, 402	defined, 81
Health Insurance Portability and		Independent regulatory agencies, 7	false imprisonment, 82
	Accountability Act (HIPAA), 49	Indictment, 157	fraudulent misrepresentation,
Historical school, 15–16		Indivisible contract, 251	86
Holding company, 436, 438		Inferior trial courts, 66–67	intentional infliction of
Honest-Services Fraud law, 147–148		Informal contract, 195	emotional distress, 82
I		Information, in criminal process,	invasion of privacy, 85
		157	against property
Identification		Infringement	conversion, 90–91
	defined, 341	copyright, 123–124	disparagement of property, 92
	existing goods, 341–343	patent, 122	trespass to land, 89–90
	future goods, 343	trademark, 113	trespass to personal property,
Identified goods, 349–350		Injunction, 9	90
Identity theft, 160–161		Injury, to innocent party in	Interest rates, usury, 244–245
Illegal contracts		misrepresentation, 262–264	Intermediate scrutiny, 48
	to commit a crime, 244	Innocent misrepresentation, 262	Internal Revenue Service
	contrary to public policy,	In pari delicto, 250	employee status determination,
	246–250	In personam jurisdiction, 57	384
	contrary to statute, 244–245	In rem jurisdiction, 57	LLC taxation and, 423–424, 428
	discriminatory contracts, 250	Insanity defense, 152	partnerships and information
	effects of, 250–251	Inside director, 451	return, 413
	exculpatory clause, 250	Insider trading, 148	International issues
	fraud, duress or undue influence,	Inspection, right of, 359, 452,	business ethics, 182–183
	251	461–462	e-commerce and treaties
	gambling, 245	Installment contract, 358	affecting, 227
	justifiable ignorance of facts, 251	Insurable interest, 349–350	foreign investors and LLCs, 424
	licensing statutes and, 245	Intangible property, 327	protection for intellectual
	members of protected class, 251	Integrated contracts, 275–276, 338	property, 130–133
	severable or divisible contracts,	Intellectual property, 110–133	Internet
	251	Constitution and, 110	child pornography, 42, 44–45
	unconscionable contracts,	copyright, 122–129	credit-card crime on, 161
	248–250	counterfeit goods, 115	cyber crime, 159–163
	usury, 244–245	cyber marks, 116–118	cyber fraud, 160
	withdrawal of illegal agreement,	defined, 110	cyber marks, 116–118
	251	international protection for,	cybersquatting, 116
Illusory promises, 235–236		130–133	cyberterrorism, 162
Immunity, 153		MP3 and file-sharing technology,	cyber theft, 160–162
Implied authority, 393–395		126–129	Digital Millennium Copyright
	misrepresentation and, 400	patents, 118–122	Act, 125
	partners and, 418–419	service, certification and	domain names, 116
Implied conditions, 291		collective marks, 114–115	DVDs and file-sharing, 128–129
Implied contract, 195–196		theft of, 148–149	e-contract, 221–227
Implied powers, of corporations,		trade dress, 115	E-SIGN Act, 224
	446	trademark, 110–115	e-signatures, 224
Implied ratification, 242		trade names, 115–116	gambling, 245
Implied warranties		trade secrets, 129–130	hacking, 161–162
	defined, 371	Intended beneficiary	identifying author of online
	disclaimers and limitations,	compared to incidental	defamation, 104
	374–376	beneficiary, 289	identity theft, 160–161
	of fitness for a particular purpose,	defined, 285	international treaties affecting
	373	types of, 287–288	e-contracts, 227
	of merchantability, 371–372	vested rights, 288–289	jurisdiction, 61–62
	from prior dealings or trade	Intent, intention	liability of Internet service
	custom, 373	contract offer and, 209–214	providers, 104–105

Copyright 2011 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.

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licensing trademark agreements, 118

malware, 162 meta tags, 117

MP3 and file-sharing technology, 126–129

online dispute resolution, 75 online obscenity, 42

Patriot Act, 49–50 phishing, 161

precedent expanded by, 55–56 searchable patent databases,

118–119

sliding-scale standard, 61–62 spread of spam, 105 taxation debate, 437 trademark dilution, 117 trade secrets, 129–130 typosquatting, 116–117 unpublished opinions and,

55–56 vishing, 161

Internet Corporation for Assigned Names and Numbers (ICANN), 116, 442

Internet service providers identifying author of online

defamation, 104 liability of, 104–105

Intoxication, contractual capacity, 242

Involuntary manslaughter, 140 IRAC method, 12

Irrevocable offers, 217, 218 Islamic law courts, 67

J

Joint and several liability, 419–420 Joint liability, 419

Judges defined, 24

for federal court, 67 for state courts, 66

Judicial review, 56 Judiciary. See Courts Jurisdiction, 56–62

appellate, 60 concurrent, 61 corporations, 57–59 defined, 11, 56–57

diversity of citizenship, 60–61 exclusive, 61

of federal courts, 60–61 general (unlimited), 60 international, 62 Internet and, 61–62 limited, 60

limited liability company and, 426

long arm statute, 57 minimum contacts, 57, 62 original, 60

over persons (in personam), 57 over property (in rem), 57 sliding-scale standard, 61–62 of state courts, 61

summary of, 63 Jurisprudence

defined, 15

schools of thought, 15–16 Justices, 24

Justiciable controversy, 64

K

Kant, Immanuel, 176

Kantian ethics, 176

L

Laches, 9 Land

assignment and, 283

restraint against alienation, 283 sale of

compensatory damages and, 307

specific performance and, 313–314

Statute of Frauds and, 265–267 trespass to, 89–90

Landowners, duty of care and, 94–95

Lanham Act, 112, 113, 116 Larceny, 142

Law(s)

administrative, 5, 17–18 affect on single business transaction, 3

areas of, affecting business decision making, 4

civil, 17 classifications of, 17 common, 7–15 contract, 326–327

criminal, 17. See also Criminal law cyberlaw, 17

defined, 2 e-signature, 224 lemon laws, 369

misrepresentation of, 261 primary sources of, 3–4 procedural, 17

remedies at, 306 secondary sources of, 4 sources of, 3–7, 8 statutory, 4–5 substantive, 17

Lawsuit, basic judicial requirements for, 56–65

Lawyers’ Edition of the Supreme Court Reports, 19

Lease agreement consumer, 331 defined, 331 finance, 331–332

performance, 355–362 terminology for, 331

Lease contract acceptance, 335–336

cancellation of, 363, 365 consideration, 336 formation of, 332–339 identification, 341–343 insurable interest, 349–350 offer in, 332–335

parole evidence, 338–339 passage of title, 343–344 performance

anticipatory repudiation, 361 obligation of lessor, 356–359,

359–361 risk of loss, 344–349

Statute of Frauds, 336–338 title and risk of loss, 341–349 unconscionability, 339–341 warranties, 369–376

Legal cause, 96

Legality of valid contract, 192 Legal person, 435

Legal positivism, 15 Legal realism, 16 Legal reasoning, 12–13

basic steps in, 12 defined, 12

Index I–9

forms of, 12–13 IRAC method, 12

Legal value, in consideration, 231–232

Legislative branch, checks and balances, 33–34

Lehman Brothers, 174, 175 Lemon laws, 369

Lessee

insurable interest of, 349–350 obligations of

acceptance, 359 payment, 359

right of inspection, 359 refusal to inspect, 376 remedies of, 365–369 rights of, 365–369

risk of loss with breached contract, 349

Lessor

insurable interest of, 350 performance obligation

delivery via carrier, 356–357 perfect tender rule, 357–359 place of delivery, 356

remedies of, 363–365 rights of, 363–365

risk of loss with breached contract, 349

Liability

of agents and principals, 399–402 civil liability for criminal acts,

138

of corporate directors and officers, 456

of corporate entity, 141 of corporate officers and directors, 141

criminal, 139–141 joint, 419

joint and several, 419

of limited liability company, 426 of partners, 416–420, 419–420 of shareholders, 463

sole proprietorship, 411 vicarious, 400

Libel

damages for, 83 defined, 83 trade libel, 92

License click-on, 222

contract with unlicensed professional, 245

defined, 90

shrink-wrap license, 222 of software, 221 trespass to land and, 90

Liens, warranties of title and, 370 Limitada, 423 Limitation-of-liability clauses,

319–320

Limited jurisdiction, 60

Limited liability company (LLC), 423–431

advantages of, 426–428 articles of organization, 424 compared to other major forms

of business organization, 464–465

defined, 423 disadvantages of, 428 dissociation in, 430–431 dissolution of, 431

foreign investors and, 424, 428 formation of, 424–425

Copyright 2011 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.

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I–10 Index
jurisdictional requirements of,	firm offer of, 333–335	causation, 95–97
426	Statute of Frauds and special rules	comparative negligence, 100–102
liability, 426–428	for, 337	contributory negligence, 100
management of, 428, 429	Meta tags, 42, 117	criminal, 140
members of, 424	Mill, John Stuart, 177	danger invites rescue doctrine,
nature of, 424	Minerals, sales contract for, 328	103
operating agreement, 428–429	Minimum contacts, 57, 62	defenses against, 97–102
operating procedures, 429–430	Mini-trial, 74	defined, 92
taxation of, 423–424, 428	Minors	dram shop acts, 104
Linear reasoning, 13	age of majority, 241	duty of care and its breach, 93–95
Liquidated damages, 310–312	contractual capacity of, 241–242	duty of landowners, 94–95
compared to penalty, 311	emancipation of, 241	duty of professionals, 95
enforceability, 312	necessaries and, 242	foreseeability, 96–97
Liquidated debt, 237	parents’ liability, 242	Good Samaritan statutes, 103
Litigation, 69	ratification of contract, 242	gross, 80, 97
Long arm statute, 57	right to disaffirm, 241	injury requirements and
Loyalty, duty of	undue influence and, 264	damages, 97
agents, 389	Miranda rule, 155–157	no duty to rescue, 95
corporate directors and officers,	Mirror image rule, 217, 218	per se, 103
454	UCC and, 335	reasonable person standard, 94
defined, 454	Misappropriation of funds, in	res ipsa loquitur, 102–103
partners and, 416, 421	closely held corporation, 440	social hosts, 104
M	Misdemeanor, 139	special doctrine and statutes,
	Misrepresentation	102–104
Madoff, Bernard, 174–175	by agent, 399–400	superseding cause, 100
Madrid Protocol, 132–133	of conduct, 260–261	Negligent misrepresentation, 262
Magnuson-Moss Warranty Act,	elements of, 260	Negotiable instruments
373–374	fraudulent, 86	assignment of, 283
Mailbox rule, 220	injury to party, 262–264	as formal contract, 195
Mail fraud, 146	innocent, 262, 400	Negotiation
Mail Fraud Act, 146	intent to deceive, 261–262	as form of ADR, 70
Main purpose rule, 269–270	of law, 261	preliminary, versus contractual
Majority opinion, 24	of material fact, 260	offer, 211–212
Malicious prosecution, 87	negligent, 94, 262	Ninth Amendment, 39
Malpractice	reliance on, 262	Nominal damages, 310
defined, 95	by silence, 261	Noncompete agreement, 234, 246
legal, 95	Mistake(s)	Nonprofit corporation, 439
medical, 95, 101, 441	bilateral, 257	Notary public, 393
Malware, 162	of fact, 152, 256–259, 272–276	Notice, of assignment, 283
Management	of quality, 259	Notification, agent’s duty to, 389
of closely held corporation, 439	reformation and, 314–315	Novation
ethical leadership by, 170–172	unilateral, 259	contract discharge by, 296
of limited liability company, 428,	of value, 259	promotional activities of
429	Mitigation of damages, 310	corporations, 441
partner’s role in, 415	M’Naghten test, 152	O
Manager-managed LLC, 429, 430	Model Business Corporation Act
Managers, ethical leadership by,	(MBCA), 435	Obedience, agent’s duty to, 391
171–172	Model laws, 5	Objective impossibility, 297–298
Mandatory sentencing, 159	Model Penal Code, 140, 152	Objective theory of contracts,
Marijuana, medical, 34–35	Money laundering, 149	191–192, 208, 210
Marriage	Moral minimum, 168	Obligee, 281
prenuptial agreements, 270	Mortgages, assignment and,	Obligor, 281
promise made in consideration	280–281	notice of assignment and, 283
of, 270	MP3s, copyright and, 126–129	Obscenity
Material breach of contract, 291,	Mutual assent, 208	obscene speech, 41–42
294–295	N	online, 42
Material fact, 260		test for, 42
Mediation, as form of ADR, 70–71	Name, corporate, 442	Offer
Medical Device Amendment, 37	National Conference of	in contracts
Medical issues	Commissioners on Uniform	advertisements, 211
caps on medical malpractice, 101	State Laws (NCCUSL), 5, 224,	agreements to agree, 211–212
medical information and privacy	326	auctions, 211
rights, 49	National government	communication, 214–216
Medical malpractice, 441	Bill of Rights and limits on, 38	counteroffer, 217
caps on, 101	checks and balances, 33–34	defined, 192
Member, of LLC, 424	commerce clause and, 34	definiteness of terms, 214
Member-managed LLC, 429	powers of, 32	destruction of subject matter,
Mens rea, 140	National law, 15	218
Mental incompetence, contractual	National Reporter System, 18–19	expression of opinion, 210
capacity, 243–244	Natural law theory, 15	intention, 209–214
Merchantability, implied warranty	Natural persons, 435	irrevocable, 217, 218
of, 371–372	Necessaries, 242	lapse of time, 217–218
Merchants	Necessity, 151–152	mirror image rule, 217
additional terms and both parties	Negligence, 92–104, 97–102	preliminary negotiations,
as, 336	of agent, 400–402	210–211
defined, 330–331	assumption of risk, 98–100	rejection of, 217

Copyright 2011 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.

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		Index	I–11
requirements of, 208–216	Organized crime, 149–150	trading, 418
revocation of, 194–195,	Organized Crime Control Act, 149	Uniform Partnership Act, 412
216–217	Original jurisdiction, 60	at will, 413
statements of future intent,	Outcome-based ethics, 176–177	winding up, 422–423
210	Output contract, 333	Pass-through entity, 413
termination of, 216–218	Outside director, 451	Past consideration, 233–235
e-contracts, 221–222	Overlapping warranties, 374	Patents, 118–122
choice-of-law clause, 222	Owners, ethical leadership by,	for business processes, 121
displaying offer, 221	171–172	defined, 118
dispute-settlement provisions,	P	infringement, 122
222		patentable defined, 119
forum-selection clause, 222	Parallel citation, 19	searchable patent databases,
provisions to include, 221–222	Parent company, 436	118–119
in sales and lease contracts	Parents, liability contract of minor,	for software, 121
delivery term, 333	242	Patriot Act, 49–50
merchant’s firm offer, 333–335	Paris Convention, 130	Payment
open terms, 332–333	Parole evidence rule	obligation of buyer or lessee to
output contract, 333	general contracts, 272–276	make, 359
payment terms, 333	defined, 273	sales/lease contract and open
price terms, 332–333	exceptions to, 273–274	terms, 333
quantity term, 333	UCC and, 273	Peer-to-peer (P2P) networking, 126
requirement contract, 333	sales and lease contracts	Penalty
Offeree	course of dealing, 339	compared to liquidated damages,
counteroffer by, 217	course of performance, 339	311
death or incompetence of, and	rules of construction, 339	defined, 311
offer termination, 218	usage of trade, 339	Per curiam opinion, 24
defined, 193, 208	Partial performance exception,	Perfect tender rule, exceptions to,
rejection of offer by, 217	270–271, 337–338	357–359
Offeror	Participation, right to, 452	Performance
death or incompetence of, and	Partnering agreement, 224–225	agent’s duty to, 388–389
offer termination, 218	Partners	commercial impracticability and,
defined, 193, 208	authority of, 418–419	299–300
revocation of offer, 217–218	dissociation of, 420–421	complete, 291
Officers, corporate, 452–456	duties of, 416–418	conditions of, 290–291
business judgment rule, 453–454	fiduciary duties of, 416–418	defined, 290
disclosure of potential conflict of	liability of, 419–420	discharge by, 291–294
interest, 456	rights of	impossibility of, 297–299
due care standard, 453	accounting of assets/profit, 416	material breach of contract, 294
duties of, 436, 453–454	compensation, 415	partial, 270–271
informed decisions by, 453	inspection of books, 416	partial performance exception,
liability of, 141, 456	interest in, 415	337–338
reasonable supervision by, 453	management, 415	sales and lease contracts, 355–362
role of, 452–453	property rights, 416	acceptance, 361
One-year rule, 268	Partnerships, 411–423	anticipatory repudiation, 361
Online auction fraud, 160	agency concepts and, 411–412	delivery, 356–357
Online dispute resolution (ODR), 75	agreement for, 413–414	obligation of buyer, 359–361
Online gambling, 245	articles of, 413	obligation of seller, 356–359
Online retail fraud, 160	assets and profit of, accounting	payment, 359
Operating agreement, for LLC,	of, 416	perfect tender rule exceptions,
428–429	buy-sell agreement, 423	357–359
Operating procedures, of limited	compared to other major forms	right of inspection, 359
liability company, 429–430	of business organization,	to the satisfaction of another,
Operation of law	464–465	292–293
agency formation by, 387	compensation, 415	specific, 270–271, 313–314, 365
contract discharge by, 296–301	defined, 412	substantial, 292
termination by, 404	dissociation, 420–421	tender and, 291
Opinion(s)	dissolution, 422	time for, 295
concurring, 24	duties and liabilities of partners,	Per se negligence, 103
defined, 24	416–420	Personal property
dissenting, 24	elements of, 412	conversion, 90–92
expression of, not offer, 210	as entity vs. aggregate, 413	defined, 89
majority, 24	by estoppel, 414–415	trespass to, 90
per curiam, 24	formation of, 413–415	Personal-service contracts
statement of, 83, 86, 370–371	interest in, 415	assignments and, 282
statement of fact versus, 260	joint property ownership and	death or incapacity of party to,
unanimous, 24	partnership status, 412–413	297
unpublished, 19, 55–56	limited liability. See Limited	delegations and, 284
Option contract, 217, 333	liability company (LLC)	objective impossibility of
Option-to-cancel clause, 236	management of, 415	performance and, 297–298
Oral contracts	as pass-through entity, 413	specific performance and, 314
admissions and, 337	property of, 416	Personalty, 90
partial performance, 337–338	rights of partners, 415–416	Person(s)
reformation and, 315	self-incrimination, 46	intentional torts against
special manufactured goods, 337	tax treatment of, 413	abusive or frivolous litigation,
Statute of Frauds, 337–338	for a term, 413	86–87
Ordinances, 5	termination of, 421–423	appropriation, 85–86

Copyright 2011 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.

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I–12 Index
assault and battery, 81–82	defined, 382	intangible, 327
defamation, 83–85	disclosed, 397–398	intentional torts against
defined, 81	duties of	conversion, 90–91
false imprisonment, 82	compensation, 392	disparagement of property, 92
fraudulent misrepresentation,	cooperation, 392	trespass to land, 89–90
86	reimbursement and	trespass to personal property,
intentional infliction of	indemnification, 392	90
emotional distress, 82	safe working conditions, 392	joint ownership of, and
invasion of privacy, 85	independent contractors’	partnership, 412–413
jurisdiction over, 57	relationship with, 383	jurisdiction over, 57
reasonable person standard, 81n,	rights and remedies against agent,	partnerships and, 416
94	392	real, 89
Persuasive authorities, 11	tort liability, 399–402	right of publicity as property
Petitioner, 9, 24	undisclosed, 397, 398	right, 86
Petty offenses, 139	unidentified, 397–398	tangible, 327
Phishing, 161	Principle of rights, 176	Protect Act, 44–45
Pierce the corporate veil, 426, 436	Prior dealing, 273	Protected class, illegal contracts
commingles interests, 447	Privacy Act, 48	and, 251
defined, 447–449	Privacy rights	Proximate cause, 96
factors that lead courts to, 447	federal statutes affecting, 48–49	Proxy, shareholders, 458
potential problem for closely held	invasion of, 85	Public company, 439
corporations, 447	medical information, 49	Public corporation, 438–439
Plain meaning rule, 200–202	Patriot Act, 49–50	Public figures
Plaintiff	pretexting and, 49	defamation and, 84
in case title, 22–24	Privately held corporations,	defined, 84
defined, 9, 24	439–440	parodies of, 82
Plea bargaining, 153	Privilege	right of publicity as property
Police powers, 32–33	absolute, 84	right, 86
Pollution Prevention Act (PPS), 6	defamation and, 84	Publicity, right of, 85, 86
Ponzi scheme, 167	qualified or conditional, 84	Public-key infrastructure, 224
Pornography	Privileged speech, defamation and,	Publicly held corporation, 439
child, 42, 44–45	84	Public order crime, 143
virtual, 44–45	Privileges and immunities clause, 33	Public policy, 11
Positive law, 15	Privity of contract, 280	contract contrary to, 246–250
Pound, Roscoe, 190	Prizes for contest, ethics of, 194	Puffery, 86, 371
Power of attorney	Probable cause, 157	Punitive damages, 309–310
defined, 393	search warrant and, 45–46	defined, 80
durable, 393n	Probate courts, 67	due process clause and, 80
sample of general, 394	jurisdiction of, 60	duty of care and negligence, 94,
Powers	Procedural due process, 47	97
of corporations, 446	Procedural law, 17	fraudulent misrepresentation
of national government, 32	Procedural unconscionability, 248	and, 263
police, 32–33	Professional corporations (P.C.),	limits placed on, by states, 81
of shareholders, 456–457	440–441	Purpose, frustration of, 301
of state governments, 32–33	Professionals	Q
Precedent	duty of care, 95
defined, 10	malpractice, 95	Quality
departures from, 11	Profit	mistake of, 259
expanded by Internet, 55–56	of corporations, 436	slander of, 92
unpublished opinions and, 55–56	maximization of, and ethics,	Quantity terms, sales/lease contract
Predatory behavior, 88	168–169	and open term, 333
Predominant-factor test, 328	Promise	Quantum meruit, 198, 316
Preemption, 37	absolute, 290	Quasi contract
Preemptive rights, 460–461	collateral, 269–270	compared to promissory estoppel,
Preexisting duty rule, 233	illusory, 235–236	238
Preferred stock, 442, 462	made in consideration of	defined, 198
Preincorporation contracts, 424	marriage, 270	limitations on, 199–200
Prenuptial agreements, 270	promissory estoppel, 238–240	recovery based on, 316–317
Preponderance of evidence, 138	secondary, 269	Question of fact, 67
Pretext, pretexting, 49	Promisee, 191	Question of law, 67
Prices	Promisor	Quorum, 451–452, 458–459
anticipatory repudiation and, 295	defined, 191
buyout, 421	third party beneficiaries and,	R
fixed in good faith, 332–333	285–286	Ratification
price list versus contractual offer,	Promissory estoppel, 217	agency formation by, 387
211	compared to quasi contract, 238	of agent’s unauthorized act, 397
right to recover purchase price,	defined, 238	of contract, by minor, 242
363–364	as exception to Statute of Frauds,	defined, 242
sales/lease contract and open	271	express, 242
term, 332–333	requirements to claim, 238	implied, 242
Primary obligation, 269	Property. See also Intellectual	Rational basis test, 48
Primary sources of law	property; Personal property	Real estate, goods associated with,
defined, 3–4	crimes involving, 142–143	328
how to find, 17–19	defects in, 262	Real property
Principal	disparagement of, 92	defined, 89
agent’s duties to, 388–391	duty of landowners, 94–95	Statute of Frauds and, 266

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		Index	I–13
Reasonable person standard, 81n	Restatement (Third) of Agency, 383	cancellation of, 363, 365
battery, 81	scope of employment, 401	conditional sales, 346–347
defined, 94	Restatement (Second) of Contracts,	consideration, 336
duty of care, 94	191n, 195n, 211n, 218n, 220n,	defined, 326
incidental beneficiary, 289	222n, 238n, 257n, 259n, 260n,	fair trade movement, 334
intention in offer, 209	264n, 268n, 271, 271n, 273n,	formation of, 332–339
satisfaction of another, 292	276n, 281n, 282n, 285n, 289n,	of goods (Article 2 UCC), 326–331
Reasoning	290n, 294n, 297n, 299n, 306n,	crops, 328
by analogy, 13	312n, 313n	goods and services combined,
deductive, 12–13	Restatement (Third) of Restitution,	328
legal, 12–13	241n, 382n, 397n	goods associated with real
linear, 13	Restatement of the Law of Contracts,	estate, 328
syllogistic, 12	191n	goods defined, 327–330
Record, e-commerce and, 225	Restatements of the Law	merchant defined, 330–331
Reformation, 260	to clarify and illustrate common	minerals, 328
covenant not to compete,	law, 14–15	predominant-factor test, 328
315–316	as secondary sources of law, 4	sale defined, 327
defined, 314	Restitution, 313	sales contract, 326–327
for fraud and mistake, 314–315	Restraint, on trade, contracts in,	identification, 341–343
oral contract and, 315	246–248	insurable interest, 349–350
Regulations	Restrictive covenant, 246	offer in, 332–335
commerce clause and, 34	Retained earnings, of corporations,	merchant’s firm offer, 333–335
as primary source of law, 7	436	open terms and, 332–333
of spam, 105	Reviewing courts, state, 67	output contract, 333
Reimbursement, principal’s duty	Revised Model Business Corporation	parole evidence, 338–339
to, 392	Act (RMBCA), 435, 443, 446,	passage of title, 343–344
Rejection	451, 461	performance, 355–362
of offer, 217	Revocation	anticipatory repudiation, 361
right to reject goods, 367–368	of acceptance of goods, 367–368	obligation of buyer, 359–361
Release	of offer, 216–217	obligation of seller, 356–359
defined, 237	RICO (Racketeer Influenced and	requirements contract, 333
settlement of claim by, 237	Corrupt Organizations Act),	risk of loss, 344–349
Religion	149–150	sale on approval, 346–347
establishment clause, 42–43	Right of publicity, 85, 86	sale or return, 347
ethical standards and, 176	Rights	Statute of Frauds, 336–338
freedom of, 42–45	of agents, 392	unconscionability, 339–341
free exercise clause, 45	assignment of, 280–283	warranties, 369–376
Remedies	assignments of “all rights,” 285	Sarbanes-Oxley Act
damages, 306–312	of assurance, 359	creating code of conduct and,
defined, 8, 306	of buyer or lessee, 365–369	173–174
election of, 318	of corporate directors, 452	sentencing guidelines and, 159
equitable, 312–316	of dissolution, 462	Satisfaction
in equity, 9, 306	to indemnification, 452	accord and, settlement of claim
exclusive, 369	of inspection, 359, 452, 461–462	by, 237
of law, 8, 306	to participation, 452	contract discharge by, 296
limiting with contract provisions,	of partners, 415–416	defined, 237
319–320	preemptive, 460–461	Scienter, 261
quasi contract, 316–317	of principals, 392	S corporations, 440
reformation, 314–316	principle of, 176	Search and seizure
rescission and restitution,	of seller or lessor, 363–364	in business, 46
312–313	of shareholders, 460–463	exclusionary rule and, 154
in sales and lease contracts,	Rights theory, 176	search warrant and probable
363–369	Risk	cause, 45–46
specific performance, 313–314	assumption of, 98–100	unreasonable, constitutional
waiver of breach, 318–319	criminal negligence, 140	prohibition, 153
Replevin, 367	Risk of loss, 344–349	Search warrant, probable cause and,
Reporters, 10, 18	conditional sales, 346–347	45–46
Reports, 18	consignments, 347–349	Second Amendment, 39
Requirement contract, 333	delivery with movement of	Secondary obligation, 269
Rescission, 233	goods, 344–345	Secondary promise, 269
bilateral mistake of fact and, 257	delivery without movement of	Secondary sources of law, 4
of contract, 233	goods, 345–346	Securities and Exchange
contract discharge by, 295–296	sales/lease contract breached, 349	Commission (SEC), 458
defined, 9, 312	Robbery, 142	Self-defense, 150–151
as equitable remedy, 312–313	Rule of four, 69	Self-incrimination, 46, 153
fraudulent representation and,	Rules of construction, 339	Seller
260	S	goods held by, 345–346, 363–365
mutual, 295		insurable interest of, 350
restitution and, 313	Sale	performance obligation
Reserved powers, 32	conditional sales, 346–347	delivery via carrier, 356–357
Res ipsa loquitur, 102–103	consignments, 347–349	perfect tender rule, 357–359
Resource Conservation and	sale on approval, 346–347	place of delivery, 356
Recovery Act, 6	sale or return, 347	remedies of, 363–365
Respondeat superior, 400–401, 402	UCC definition, 327	rights of, 363–365
corporations and, 438	Sales contracts, 326–380	risk of loss with breached
Respondent, 9, 24	acceptance, 335–336	contract, 349

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I–14 Index
Sentencing	Social responsibility	contracts subject to, 265–272
federal guidelines, 158–159	corporations and, 177–180, 181	exceptions to
shift away from mandatory, 159	fair trade and environmental	admissions, 271, 337
Sentencing Reform Act, 158	sustainability, 334	partial performance, 270–271,
Service, sale of, combined with	Sociological school, 16	337–338
goods, 328	Software	promissory estoppel, 271
Service mark, 114	copyright protection for, 124–125	special exceptions under UCC,
Settlement, of claims, 236–237	licensing agreement, 221	271
Settlement agreement, discharge	patents for, 121	specially manufactured goods,
by, 296	worm, 162	337
Seventh Amendment, 39	Sole proprietors/sole proprietorship	main purpose rule, 269–270
Severable contract, 251	advantages of, 410–411	one-year rule, 268
Shareholder agreement, 440	compared to other major forms	partial performance exception,
Shareholders, 456–463	of business organization,	337–338
alter-ego theory and, 426, 449–450	464–465	promise made in consideration of
breach of fiduciary duty, 463	defined, 410	marriage, 270
defined, 435	disadvantages of, 411	sales and lease contracts, 336–338
dividends and, 436	self-incrimination, 46	exceptions, 337–338
liability of, 463	Spam (junk e-mail), 105	special rules between
limited liability of, 436	Special damages, 80	merchants, 337
meetings of, 457–458	Specific performance	sufficiency of writing
pierce the corporate veil, 426,	breach of sale of land, 307,	requirement, 272
447–449	313–314	UCC and, 270–271
powers of, 456–457	defined, 9, 313	Statute of limitations
proposals by, 458	exceptions to Statute of Frauds	contracts and, 297
proxy, 458	and, 270–271	criminal liability and, 153
retained earnings and, 436	personal-service contracts and,	defined, 9–10, 48
rights of, 460–463	314	warranties and, 376
on dissolution, 462	right to obtain, 365	Statutes
dividends, 461	Speech	assignment prohibited by, 282
inspection rights, 461–462	commercial, 40	contracts contrary to, 244–245
preemptive rights, 460–461	corporate political speech, 40	courts interpretation of, 14
shareholder’s derivative suit,	defamation and, 83–84	Good Samaritan statutes, 103
462–463	freedom of, 38–42	long arm, 57
stock certificates, 460	obscene, 41–42	as primary source of law, 4–5
stock warrants, 461	reasonable restrictions, 39	trademark protection, 112
transfer of shares, 462	symbolic, 39	Statutory law
selection and retention of	unprotected, 41–42	defined, 5
directors, 456–457	Stakeholder approach to corporate	finding, 17–18
voting, 458–460	social responsibility, 177	as primary source of law, 4–5, 8
watered stock, 463	Standard-form contracts, 249–250	uniform laws, 5
Shareholder’s derivative suit,	Standing to sue, 64	Stock
462–463	Stare decisis	certificates, 460
Shareholder voting agreement, 459	defined, 10–11	common, 442
Shares	legal reasoning and, 12–13	corporate stock buybacks, 174–
article of incorporation and,	legal stability and, 11	175
442–443	State courts, 65–67	preferred, 442, 462
transfer of, as right of	appellate or reviewing courts, 67	watered, 463
shareholder, 462	decisions of	Stock buybacks, 174–175
transfer of, in closely held	citations, 21	Stock certificates, 460
corporation, 439–440	publication of, 18–19	Stock options, 174
Sherman Antitrust Act, 246n	judge selection for, 66	Stock warrants, 461
Shipment contract, 344–345,	jurisdiction, 61	Stolen goods, receiving, 142
356–357	organization of, 65–66	Stop Counterfeiting in
Shoplifters, false imprisonment, 82	supreme (highest) courts of, 67	Manufactured Goods Act
Shrink-wrap agreements, 222–223	trial courts of, 66–67	(SCMGA), 115
Shrink-wrap license, 222	Statement(s)	Strict scrutiny, 47–48
Signature dynamics, 224	of fact, 83, 86, 370–371	Subjective impossibility, 297
Signatures	of opinion, 83, 86, 370–371	Substantial performance, 292
cybernotary, 224	of value, 370–371	Substantive due process, 47
digitized handwritten, 224	States	Substantive law, 17
e-signature, 224	Bill of Rights and limits on, 38	Substantive unconscionability, 249
public-key infrastructure, 224	codes of, 18	Substitute method of acceptance,
Silence	commerce clause, 34–37	220–221
as acceptance, 219	full faith and credit clause, 33	Suggestive trademark, 114
misrepresentation by, 261	powers of, 32–33	Summary jury trial, 74
Simple contracts, 195	powers of, in relation to national	Superseding cause, 100
Sixth Amendment, 39, 153	government, 32	Supremacy clause, 37
Slander	privileges and immunities clause,	Supreme court, state, 67
damages for, 83–84	33	Supreme Court, United States
defined, 83	relations among states, 33	appeals to, 69
of quality, 92	Statute of Frauds, 256, 265–272	binding authority and, 11
of title, 92	collateral promises, 269–270	case load of, 69
Sliding-scale standard, 61–62	contracts for sale of goods, 270	as highest court, 69
Small claims courts, 66–67	contracts involving interests in	justices of, 69
Social hosts, 104	land, 265–267	overturning precedent, 11

Copyright 2011 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.

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		Index	I–15
petitions granted by, 69	Title	distinctiveness of, 113–114
rule of four, 69	consigned goods, 348–349	domain names, 116
Supreme Court Reporter, 19	defined, 341	fanciful and arbitrary, 113–114
Suspect trait, 48	delivery without movement of	generic terms, 114
Sustainability	goods, 344	infringement of, 113
defined, 6	document of, 344	international protection, 130–133
fair trade and emphasis	passage of, 343–344	licensing agreements, 118
on environmental	shipment and destination	meta tags, 117
sustainability, 334	contracts, 344	registration of, 113
federal and state laws, 6	slander of, 92	secondary meaning, 114
U.S. ranking on, 6	warranties of, 370	service, certification and
Syllogism, 12	Tortfeasor, 81	collective marks, 114–115
Syllogistic reasoning, 12	agent as, 399	statutory protection of, 112
Symbolic speech, 39	Torts, 12, 79–106	suggestive, 114
T	agents and, 400–402	Trade names, 115–116
	basis of tort law, 79	Trade secrets, 129–130
Tangible property, 327	damages, 80–81	Trading partnership, 418
Taxes/taxation	defined, 79	Treble damages, 150
congressional power to, 37–38	purpose of, 79–80	Trespass
corporations and, 436–438	tort reform, 80–81	to chattels, 90
double taxation, 428, 436, 440	business	criteria, rights and duties, 89–90
Internet taxation, 437	wrongful interference with	defenses against, 90
of limited liability company,	business relationship,	to land, 89–90
423–424, 428	87–89	to personal property, 90
partnerships and, 413	wrongful interference with	to personalty, 90
S corporations, 440	contractual relationship,	Trial courts
sole proprietorship, 411	87	defined, 18
Telephone Records and Privacy	caps on medical malpractice, 101	federal (district), 68
Protection Act, 49	compensatory damages, 80	inferior, 66–67
Temporary impossibility, 298–299	corporations and, 438	state, 66–67
Tender, 291	cyber torts	Trials
perfect tender rule, 357–359	identifying author of online	in criminal process, 157–158
Tender of delivery, 344, 346, 356	defamation, 104	speedy, 153
Tenth Amendment, 4, 32, 39	liability of Internet service	venue, 62, 64
Termination	providers, 104–105	TRIPS agreement, 130–132
of agency relationship, 402–404	spread of spam, 105	Typosquatting, 116–117
of contract offer, 216–218	independent contractor, 402	U
by action of the parties,	intentional, 402
216–217	intentional, against persons	Ultra vires doctrine, 446–447
by operation of law, 217–218	abusive or frivolous litigation,	Unanimous opinion, 24
notice of, 403–404	86–87	Unauthorized acts
by operation of law, 404	appropriation, 85–86	liability for, 398
of partnerships, 421–423	assault and battery, 81–82	partners and, 419
wrongful, 403	defamation, 83–85	ratification of, 397
Terms	defined, 81	Unconscionability
additional, 335–336	false imprisonment, 82	of contracts and clauses, 248–250
ambiguous, 273	fraudulent misrepresentation,	defined, 248
definiteness of, in contract offer,	86	procedural, 248
214	intentional infliction of	sales and lease contracts, 339
delivery, 333	emotional distress, 82	standard-form contracts, 249–250
open, 332–333	invasion of privacy, 85	substantive, 249
payment, 333	intentional, against property	warranty disclaimers and, 376
price, 332–333	conversion, 90–91	Undisclosed principal, 397, 398
quantity, 333	disparagement of property, 92	Undue influence
Terrorism, cyberterrorism, 162	trespass to land, 89–90	contract illegal through, 251
Theft	trespass to personal property,	defined, 264
credit-card theft, 161	90	how it occurs, 264
cyber, 160–162	negligence	presumption of, 264
identity, 160–161	causation, 95–97	Unenforceable contracts, 197
of intellectual property,	defenses against, 97–102	Unequivocal acceptance, 218
148–149	defined, 92	Unforeseen difficulties, preexisting
of trade secrets, 149	duty of care and its breach,	duty and, 233
Third Amendment, 39	93–95	Unidentified principal, 397–398
Third parties, liability to, of	injury requirements and	Uniform Arbitration Act, 72
partnership, 421	damages, 97	negotiable instruments, 195
Third party beneficiaries	special doctrine and statutes,	Uniform Commercial Code (UCC),
creditor beneficiary, 287	102–104	190–191, 283n, 295n, 297n,
defined, 285	principals and, 399–400	307n, 310n, 318n, 319n
donee beneficiary, 288	Trade dress, 115	acceptance, 335–336, 361
incidental beneficiary, 289	Trade libel, 92	additional terms, 335–336
intended beneficiary, 285–286	Trademark, 110–115	agreements to rescind, 295
vested rights of, 288–289	counterfeit goods, 115	Article 2A leases, 331–332
Time	cyber marks, 116–118	consumer leases, 331
lapse of, and termination of offer,	cybersquatting, 116	finance leases, 331–332
217–218	defined, 110	lease agreement defined, 331
for performance, 295	dilution, 112, 117	Article 2 sale of goods, 326–331

Copyright 2011 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.

I–16 Index
goods and services combined,	attributing e-signatures, 226	Void contract
328	e-agents, 399	defined, 197
goods associated with real	effect of errors, 226	mental incompetence, 243
estate, 328	E-SIGN Act and, 225–226	parole evidence rule, 273
goods defined, 327–328	purpose of, 225	Voluntary consent
merchant defined, 330–331	scope and applicability of, 225	adequacy of consideration and,
sale defined, 327	timing, 226–227	232–233
assurance and cooperation, 359	Uniform laws, 5	contract enforceability and, 256
commercial impracticability, 358	Uniform Limited Liability Company	Voting
commercial reasonableness, 333	Act (ULLCA), 423, 429, 430	cumulative, 459
conditional sales, 346–347	Uniform Negotiable Instruments	quorum requirements, 459–460
conflicts with common law and,	Law, 5	by shareholders, 458–460
327	Uniform Partnership Act (UPA),	Voting lists, 459
consideration, 336	412, 413, 415, 416, 418, 419, 430	Voting trust, 459–460
consignment, 347–349	Uniform Prenuptial Agreement, 270	W
course of dealing, 339	Uniform Trade Secrets Act, 129
course of performance, 273, 339	Unilateral contract, 193–195	Waiver
creation of, 5, 326	Unilateral mistake, 259	of breach, 318–319
cure, 357	United Nations, on the Use of	defined, 318
delivery of goods, 344–346,	Electronic Communication in	Warehouse receipt, 344
356–357	International Contracts, 227	Warranties, 369–376
delivery terms, 345	United States Code (U.S.C.), 18	breach of, 369–370
destination contract, 344, 345	United States Code Annotated	disclaimers and limitations,
destruction of identified goods,	(U.S.C.A.), 18	374–376
358–359	United States Reports, 19	express, 370–371
election of remedies, 318	United States Statutes at Large, 17–18	full, 374
goal of, 326	Unjust enrichment, 198, 199	implied, 371–373
good faith, 332–333, 355–356	Unlawful Internet Gambling	limited, 374
identification, 341–343	Enforcement Act, 245	Magnuson-Moss Warranty Act,
installment contract, 358	Unlimited jurisdiction, 60	373–374
insurable interest, 349–350	Unliquidated debt, 237	overlapping, 374
mirror image rule and, 335	Unpublished opinions	statute of limitations and, 376
offer	defined, 19, 55	of title, 370
merchant’s firm offer, 333–335	on Internet, 55–56	Watered stock, 463
open terms, 332–333	Usage of trade, 203, 273, 339	Westlaw® (WL)
online acceptance, 222	USA Patriot Act, 49–50	citations to, 23
passage of title, 343–344	U.S. Constitution. See Constitution,	defined, 19
payment obligation to make, 359	United States	White-collar crime, 143–149
perfect tender rule exceptions,	U.S. Copyright Office, 123	bribery, 146
357–359	U.S. Department of Health and	embezzlement, 143–145
performance obligations, 355–362	Human Services, 7	Honest-Services Fraud law,
prior dealing, 273	U.S. Patent and Trademark Office,	147–148
remedies of buyer or lessee,	113, 118–119	insider trading, 148
365–369	U.S. Safe Web Act, 105	mail or wire fraud, 146
remedies of seller or lessor,	U.S. Supreme Court. See Supreme	prosecuting, 147–148
363–364	Court, United States	RICO and, 149–150
revisions of, 5	Usury, 244–245	theft of intellectual property,
right of inspection, 359	Utilitarianism, 176–177	148–149
risk of loss, 344–349	V	Winding up, of partnership,
rules of construction, 339		422–423
sales contracts to limit remedies,	Valid contract	Wire fraud, 146
319	defined, 196	Withdrawal, from illegal agreement,
shipment contract, 344–345	mental incompetence, 243–244	251
Statute of Frauds under, 270, 271,	Value	Workplace, principal’s duty to
336–338	mistake of, 259	provide safe, 392
substitution of carriers, 357	statements of, 370–371	World Intellectual Property
unconscionability under, 248n,	Venue, 62, 64	Organization (WIPO) Copyright
339	Vicarious liability, 400	Treaty, 130
usage of trade, 273, 339	Violent crime, 141–142	Worm, 162
waiver under, 237n	Virus, computer, 162	Writing, requirement for and, 272
warranties under, 370–376	Vishing, 161	Writs, of certiorari, 69
writing evidencing contract, 271,	Voidable contracts	Written memorandum, 272
272	defined, 197	Wrongful dissociation, 420–421
Uniform Electronic Transactions Act	mental incompetence, 243	Wrongful interference, 87–89
(UETA), 220, 224	parole evidence rule, 273	Wrongful termination, 403

Copyright 2011 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.