Business and Commercial Law Spring 2006

Professor Laura Davis

Department of Finance and Business Law

ldavis@bloomu.edu

Office:  Sutliff Hall #207     Phone: 389-4762

Office hours: Monday, 5:00 – 6:00

                   Tuesday, 10:00 - 12:00

                   Thursday, 10:00 – 12:00

Any paper copy of this syllabus is for informational purposes only.  The official syllabus is posted on the course web page. The web page contains updates to the class schedule, announcements, assignments, past exams and useful links. Please check it regularly.  Web Page: http://facstaff.bloomu.edu/ldavi2

Learning is not compulsory... neither is survival.

W. Edwards Deming (1900 - 1993)

Business and Commercial Law 98.332 (3 credit hours) – Presents the basic principles of commercial law, agency and such topics as debtor/creditor relations, business organizations and ethics.  Prerequisite:  98-331

Text

West’s Business Law (9th ed.), Kenneth W. Clarkson, Roger Leroy Miller, Gaylord A. Jentz, Frank B. Cross

Instructional Format

• Lectures, class discussions, guest speakers, films and assignments will be used to teach the course.
• Students should read the assigned material before class. A pretest will be given before the lecture begins on most new chapters.   Lectures supplement and highlight the text.  Time does not allow for all assigned reading to be discussed in class.  However, an understanding of the assigned reading is necessary for mastery of course content. Material in the readings that is not discussed in class will be included on exams.  Be sure to ask any questions you have about assigned material not discussed in class. I encourage you raise these questions in class. If you did not understand something in the text, it is likely that your classmates were confused as well, and will benefit from hearing the question and answer.
• Notify me the first week of class if you have any learning needs that require special instructional assistance, or as soon as such need arises.
• Recording devices are not permitted without my permission

Academic Integrity

Students will be penalized for demonstrating a lack of academic integrity. The penalty is at my discretion and may include a failing grade for the course or request that the student voluntarily withdraw from the course.  Examples of conduct lacking academic integrity include plagiarism, fabrication and cheating. Additional examples are listed in “The Pilot” and under “Academic Policies” at http://www.bloomu.edu/.  A copy of Bloomsburg University's Policy on Academic Integrity is available on the opening page of the course website.  Please note that Bloomsburg University's Academic Integrity Policy defines plagiarism as "Submitting material that in part or whole is not one's own work without attributing those same portions to their correct source" (emphasis added).  Students who are unsure whether an act may violate the academic integrity policy should consult me before engaging in the act.

Attendance
Regular attendance is expected, and necessary to understand the course material. Make up exams, pretests or acceptance of late papers will be allowed only for the reasons stated in Policies, Rules, and Procedures of the University #3506 that is stated below.  A student must provide official documentation for any absence for which the student is requesting to make up a class assignment or exam.  There is no need to provide documentation or contact me regarding other absences.

PRP 3506 - Class Attendance

Regular classroom attendance is expected of all students. However, a student will be afforded reasonable assistance by a faculty member when class work is missed as a result of extenuating circumstances beyond the student's control, such as but not limited to:

1. Personal illness

2. Death or critical illness in the immediate family

3. Participation in a college-sponsored co-curricular activity (Mutually satisfactory arrangements for assistance must be made by the student when the activity is announced.)

Instructors are encouraged to use their professional judgment in deciding the legitimacy of each case and may request the student to provide official documentation to verify the reasons for the absence.

The instructor is not required to give makeup examinations or review other class work missed as a result of unauthorized absences other than those authorized by this policy.

A faculty member, with departmental approval, may adopt a reasonable alternative policy if class members are provided that policy in writing during the first week of classes.  

Grade calculation

• All essay exam questions and assignments are graded anonymously.
• Before we begin discussing most new chapters, an individual and group pretest will be given.  The pretest will consist of 10-20 questions about the material in the chapter. The pretest is designed to encourage students to read the assigned material before class discussion and to identify any topic in the reading that students did not understand. The pretests are short answer and designed to be completed quickly, within 5 to 7 minutes.

Individual chapter pretests (10 in number, each is worth 10 pts)       100

Group chapter pretests (10 in number, each is worth 10 pts)            100

Exam week 5                                                                               200

Exam week 11                                                                             200

Assignment* week 14                                                                   200

Final exam (cumulative)                                                                200

Total                                                                      1000 

A =895 and above

B+=870-894

B =830-869

B- =795-829

C+=770-794

C = 730-769

C- = 695-729

D+=670-694

D =630-679

D- = 595-629

E=594 and below

*Assignments turned in late receive half credit. No assignment will be accepted if it is 2 or more days late.

Writing

Clear and concise communication skills are important to professional success. I will consider the clarity and quality of your writing when grading exams and assignments.  Specifically, be sure to:

·         Spell correctly.

·         Use correct grammar.

·         Write simple, declarative sentences.

·         Keep average sentence length short.

·         Eliminate unnecessary words and meaningless phrases.

·         Avoid embedded clauses.

·         Use active not passive verbs.  For example, “The jury acquitted the defendant”. NOT “The defendant was acquitted by the jury”.

.          Proof read and edit.

.          Proof read and edit again.

Course goals and objectives
It is expected that by the end of the semester students will be able to:

1. Examine the reach of a state’s long arm jurisdiction in light of the Internet.
2. Examine the development of criminal, tort and intellectual property law in light of the Internet.
3. Examine key pieces of legislation that have impacted on contracting over the Internet.
4. Distinguish the types of contractual transactions covered by the common law from those covered by Articles 2 and 2a of the UCC.
5. Contrast the requirements for the formation of a contract covered by the common law from those covered by Articles2 and 2a of the UCC.
6. Describe the main obligations of buyers (lessees) and sellers (lessors) under Articles 2 and 2a of the UCC.
7. Describe the remedies available to buyers (lessees) and sellers (lessors) under Articles 2 and 2a of the UCC for breach of contract.
8. Define a negotiable instrument.
9. Identify the types of negotiable instruments.
10. Define a holder in due course.
11. Discuss the five parts and scope of a secured transaction.
12. Describe the main remedies available to creditors and guarantors.
13. Discuss the goals and basic procedures of chapters 7 and 11 of the Bankruptcy code.
14. Describe the formation of the principal/agent relationship and its legal ramifications to third parties.
15. Compare the ease of creation, liability of owners, need for capital and tax considerations of:  a sole proprietorship, partnership, corporation, limited liability company and limited liability partnership.
16. Discuss the role and authority of the Securities and Exchange Commission.
17. Distinguish the purpose and key elements of the Securities Act of 1933 from the Securities Exchange Act of 1934.

Schedule

Dates are approximate and may be revised as the semester proceeds. 

Contracts and Article 2 of the Uniform Commercial Code

Week 1

January 16th No class in observance of Martin Luther King, Jr. Day

Week 2

January 23rd Review of the common law of contract Chapter 9

Week 3

January 30th Chapter 9 continued, Chapter 18 E Contracts, and begin Chapter 19 Formation of Sales and Lease Contracts

Week 4

February 6th Chapter 19 continued and Chapter 21 Performance of Sales and Lease Contracts

Week 5

February 13th Chapter 22, Remedies for Breach of Sales and Lease Contracts.

Thursday, February 16th 5:00 p.m. first exam

Agency and Business Organizations 

Week 6

February 20th Chapter 31, Agency Formation and Duties

Week 7

February 28th Chapter 32, Liability to Third Parties and Termination   

Week 8

March 6th Chapter 35, Sole Proprietorships and Franchises, and Chapter 36, Partnerships and Special Business Forms

Week 9

March 13th No class.  Spring break.               

Week 10

March 20th Chapters 37, Corporations, Formation, Financing, and Chapter 38, Directors, Officers and Shareholders

Week 11

March 27th Chapter 41, Limited Liability Companies and Limited Partnerships, and Chapter 40, Investor Protection and Online Securities Offerings

Thursday, March 30th 5:00 p.m. second exam

Negotiable Instruments and Debtor/Creditor Rights

Week 12

April 3rd Chapter 24, Function and Creation of Negotiable

Week 13

April 10th Chapter 25, Transferability and Holder in Due Course

Week 14

April 17th Night classes are held. Chapter 28, Creditors Rights. Assignment Due

Week 15

April 24th Chapter 30, Bankruptcy

Professional Liability

Week 16

May 1st Chapter 52, Liability of Accountants and Other Professionals

Week 17

May 8th Final Exam

 Best wishes for a productive and meaningful semester.  Do not hesitate to see me regarding any questions or problems you are having regarding the course.