Civil wrong other than a breach of contract

includes duty and causation

placing of another in immediate apprehension for his physical safety

intentionally creating apprehension

illegal touching of another

touching without justification or consent

emotional battery

outrageous intentional conduct that carries a strong probability of mental distress

-have to prove they caused mental distress and and physical symptoms

using one's name or image without consent

invasion of physical solitude (invasion of home, illegal searches, persistent unwanted telephoning)

public disclosure of highly objectionable, private information

false arrest

causing someone to be arrested criminally without proper grounds

wrongful exercise of power and control over nonland resources that belong to another

deprives owners of right to exclude others from resources

stealing from an employer, purchasing stolen goods, failing to return property in good condition

publication of untrue statements about another that hold that individual's reputation to contempt and ridicule

slander: oral

libel: published

intentional misrepresentation (lie) of a material fact (important fact) that is justifiably relied upon by someone to his injury

fudging business numbers, saying land is free from chemicals, not disclosing a hidden fact you are legally obligated to 

business tort

publication of untrue statements that disparage a business owner's product or its quality

duty of care owed by defendent to plaintiff

unreasonable behavior by defendent that breaches the duty

causation in fact

proximate causation

actual injury

established by "special relationship" between two parties

duty to use reasonable care to avoid injury

only legally liable to forseeable risk

negligence must directly cause injury

defense to negligence

claim plaintiff is partially responsible for injury

defense to negligence

claim plaintiff knowingly partook in activity made dangerous by another's negligence

only applicable to commercial sellers

responsible for injury caused by sale of defective products

Production vs. Design

Defects

Production defects: goods not made to manufacturer's standards

Design Defects: defects deriving from the design not the assembly

exemplary damages

arise from intentional torts or extreme willful and wanton negligence

Uniform Commercial Code

-deals with contracts involving goods

-goods: tangible, moveable items of personal property

-promise for promise exchange

-2 promises, 2 rights, 2 duties

-ex. Pearl promises to buy Paul's laptop for $1,000

-promise made to motivate action

-one promise, one duty, one right

-ex.Pat tells Alex he gets a $1,000 bonus if he sells 100 units

-parties actually discuss promised terms in an agreement

-ex. negotiated purchase of land for construction of manufacturing plant

-conduct of parties (not words)

-ex. asking an accountant's advice implies you will pay his going rate

-judicial remedy to prevent one party from recieving unjst enrichment

-AKA quasi-contracts

-ex. debtor pays creditor $5,000 extra...he can get it back under quasi-contract

-generally applies hen no contract exists to cover dispute

-enforceable if court upholds validity of promises

-unenforceable if justifiable reason for non-compliance

Valid Contract

Void Contract

-agreement that lacks enforceability because it lacks essential requirements

-ex. enforcing illegal activities (gambling, contraband)

Valid Contracts are ____a______

 Void Contracts are _____b____

Voidable Contracts are ____c_____

a)enforceable

b)unenforceable

c)enforceable until one party voids agreement

Executed Contract

contains a specific promise and specific demand

-ex. I will pay you $1,500 for laptop

promises $1,500 and demands a laptop

-contractual terms must be definite and specific

Offer Termination

-lapse of reasonable period of time

-rejection: "I don't want the flooring you're offering"

-counter-offer: "How about I pay $10 instead of $15

revocation: "I regret to inform you I'm ithdrawing my offer"

-destruction of subject matter

-death or insanity

Acceptance of Offer

-Bilateral vs. Unilateral

-Bilateral

acceptance when offeree makes required promise

(accepting terms)

-Unilateral

acceptance when preformance of requested act

($50,000 reward for info. on suspects)

Merchants

Mirror-Image Rule

-acceptance must mirror offer exactly

-otherwise its a counteroffer

-Acceptance binds parties when offeree dispatches it

-acceptance becomes binding when deposited to postal service

Unilateral: one party's promise; other party's performance of an act

Bilateral: each party's promise

agreement not to sue 

if two parties resolve a dispute of the amount owed

I hit a car... give them a hundred bucks and they cant sue

agreement not to revoke an offer 

must be supported by offeree's consideration

occurs when promisee relies on promisor's promise to his economic injury

used to prevent a party who has made a unilateral offer from withdrawing the offer after work has begun

minors

mentally incompetent

intoxicated people

-contracts that restrain trade 

-illegal unless they have a valid business purpose

-can't restrain competition too long

-area restrained can't exceed area of business operations

(reasonableness as to time and space)

intentional misstatement of important fact that induces one to rely justifiably to his injury

force or threat of force

-contracts induced by duress are voidable

one is taken advantage of through a contract by a party who misuses a position of relationship or legal confidence

-voidable

-cancels contract and returns consideration to both parties

-occurs when mutual mistake is made

Statute of Frauds

Contracts that must be Written

(4)

-contracts involving interest in land

-collateral contracts to pay debt of another person

-contracts that connot be preformed within a year

-contracts for the sale of goods of $500 or more

part performance: oral agreement is enforceable for land if buyer has possession and has paid something or made improvements

rules involving goods 

judicial admissions: oral agreement is enforceable if defendent admits there was a contract

Third Party Beneficiaries

creditor beneficiary Carl owes Terry money for work already performed. Carl does work for Chris and has Chris pay Terry

donee beneficiary performance of contract is gift to third party (parent buys a car for you, you an sue)

incidental beneficiary unintentionally benefits from contract...no rights to sue

transfer (generally a sale) of rights under contract

assignor assigns rights to third party

assignee receives rights

three or more party contract in which the original contracting parties agree to relieve the obligor from liability by substituting him with an assignee

sign a novation to place liability of last 6 months rent on your friend 

prohibits testimony about oral negotiation in a written contract

(prohibits testimony only at time or before contract)

one party must perform before there is a right to performance by the other party

I dont have to do this until this happens

excuses contractual performance if some future event takes place

if war is declared...I don't have to pay you

if this happens....I don't have to perform

mutual conditions where each party's contractual performance is triggered by the other party's offering performance

simultaneous duty to perform

complete performance: fullfillment of every duty

material breach: below what is reasonablly acceptable 

Substantial Performance: less than complete but more than material breach

1. complete performance

2. tendering performance if that tender is rejected

3. Substantial Performance

4. Performance of part of a divisible contract

not as difficult to meet as impossibility standard

ex. suppliar's major source of raw materials interrupted

one party intentionally releases right to enforce contract

ex. landlord not enforcing late check when its only 2 days overdue

One party says the other party doesn't have to perform

usually occurs before a party fails to perform

negotiated settlement

arbitration

various awards 

specific performance

Rescission

purposeful reduction of damages

usually the responsibility of the non breaching party

actual authority

expressed, written authority

implied authority

apparent authority

specific instructions given to agent 

ex. you own restaraunt...tell your employee to buy $100 worth of coffee...you are responsible for paying the $100

derives from history of representation

-fire employee and he buys a bunch of shit from grocery store you used to send him to

notice of termination destroys apparent authority

let the master reply

employer is liable for a tort performed by employee (agent) if  acts are in the scope of employment

cost of creation

continuity or stability of organization

control of decisions

liability of owners

taxes

easiest and least expensive to create

-no formal documentation (only business license)

-no transfer of ownership

-total control by proprietor

-personally liable for all debts 

-all business income subject to taxation

-dissolved when one owner withdraws

-equal control over decisions between partners

-joint and several unlimited liability

-all business income subject to taxation

-apply for state charter with articles of incorporation

-lives as long as it conducts business

-managed by officers appointed by board of directors elected by shareholders

-shareholder's liable to their investment

-corporate income taxed

-shareholder's taxed only on income distributed

1 two or more persons

2. common interest in business

3. sharing profits and losses

-easy and inexpensive to form

-non tax-paying entity

-equal voice in management (unless otherwise noted)

-less regulation

-limited number of partners

-dissolves when one partner leaves

-unlimited liability

-taxed on share of profits (pay taxes on money they sometimes don't recieve)

3 kinds of Corporations 

(location)

1. domestic corporation: corp in the state its incorporated

2. foreign: corp outside state its incorporated

3. alien: foreign country

application for a charter

-specifies business name, period of duration, purpose, and number of shares

shareholders elect a board of directors

directs set objectives and goals and appoint officers

officers (president, secretary, treasurer) manage company to meet objectives

minority sues corporation on behalf of corporation

unfair actions by the majority

if corporate organization is misued--corporation is disregarded

shareholders treated as partners with unlimited liability

shareholder fails to treat the corporation as a seperate legal entity

corporate veil is peirced

holds officers to unlimited liability

Alli sues Dept of housing and urban development (HUD) for failure to pay housing assistance

HUD counterclaim: BSA Corp breached contract for unfair living conditions

Corporate Veil peirced:

BSA was instrument of Allis for personal use (loans and personal expenses)

-large number of investors

-control can be had with minority investment

-ownership divided into unequal shares

-limited personal liability

-perpetual existence

-shareholders may be employees

-significant creation costs

-must be qualified in all states

-more gov't regulation

-double taxation

partnership with a limited partner

-not personally responsible for debt of business

-can't be involved in control or management of business

general partner: partner that is liable

limited partnership agreement

-must be filed in every state of business

-corporation with legal benefits of partnership

-pay taxes on profits from shares not corporate income

-no more than 100 shareholders

-nontaxable entity

-combo of partnership and corporation

-file articles of organization

-owners called members