Adhesion Contracts
Objective v. Subjective
Form v. Substance
Due Process
procedural v. substantive
Knowing and Voluntary
Types of Knowing
Reasonable Expectations
The law is reactive, not proactive.
When does the legislature tend to react?
Major Forces of Change
Express v. Implied
Person
Reasonable v. Natural v. Legal v. Citizen
Separation of Powers
Individual v. Government ) Bill of Rights, especially
Federal v. State ) 9th & 10th Amendments;
Legislative v. Executive v. Judicial ) & Supremacy Clause
Judicial Review
Direct v. Indirect
Specific controls the general.
Efficiency as Ethics
Spillovers
Role of Law v. role of Equity
causes of actions and remedies
Civil v. Criminal
Burdens of Proof
RICO
Standing to sue
Statute of Limitations
Statute of Repose
Complaint
Jurisdiction
Appellate Court review of a Trial Court decision
Contracts
elements
knowing: levels of capacity
voluntary:
mistakes )
common law fraud ) levels of material
undue influence )
Statute of Frauds
material terms
signature
damages
compensatory, consequential, exculpatory, liquidated, penalty, punitive
warranties
assign v. delegate
defects
design, construction, label
Torts
intentional, negligence, strict liability
elements
proximate cause
assumption of the risk
Elements of Crimes
separation of powers
asymmetric power
Property
Nuisance: private v. public
"Taking" v. mere regulation
bailment (not = contracts)
public good
Police Power
Commerce Clause
pre- and post-1937
jurisdiction of FDA, FTC, OSHA
Supremacy Clause
preemption doctrine v. concurrent powers
Free Speech
political v. commercial
Privacy
natural person v. legal person v. government
Amd. 14 Due Process clause
Absorption or Incorporation Doctrine
Amd. 14 Equal Protection Clause
rational basis
heightened analysis
strict scrutiny
Insurable Interest
trustee
fiduciary duty
good faith
utmost good faith
conflicts of interest
Negotiable Instruments
instrument
note v. draft v. check
primary v. secondary liability
HDC, but FTC 3 day rule
HtHDC
transfer and present warranties
dishonor and discharge
Secured Transactions
security agreement
financing statement
attachment
perfection
bankruptcy = exit
automatic stay
trustee's powers
cram down
7 v. 11 v. 13
Principal - Agent
not = contracts
notice and liability
"disclosed"
equal dignity rule
termination
Unions: topics of bargaining
proportional to legitimate business interest
mandatory, permissive, prohibited
Work place safety
State v. federal
Risk cannot be zero.
Aggregate information
Equal Employment Opportunity
proportional to legitimate business interest
Protected classes
objectively qualified for job: BFOQ and seniority
Professional's "client": tort v. contract
confidential v. privileged
International law
comity and Act of State
choice of venue, forum, law, language
sovereign immunity
Partners
"agreement"
general v. limited
Limited liability
Corporation
roles and rights of shareholders, of Board, of Directors, of Officers
derivative law suits
Pierce the Corporate Veil
Business Judgment Rule
Administrative agencies
separation of powers: internal and external
judicial review
"Security"
securities' fraud
exempt issues
insider trading
"consumer"
Antitrust
SA 1, SA 2, CA 2, CA 7
Rule of Reason v. Per Se
Proportional to a Legitimate Business Interest
purpose, intent, effect, and power conferred
MES = Minimum Efficient Size
absolute v. relative
bear v. spread
When Adopt of New Technology
Pricing: Monopoly v. Competition
Environment
Static and dynamic limits to ecosystem's regenerative ability
Zero priced public good
quantity and quality of human pollution
geopolitical boundaries and standing to sue
CERCLA
END OF MAJOR TOPICS LIST FOR ADVANCED BUSINESS LAW.
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August 23, 1999 O'Hara ©