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www.downloadslide.net Agency and Employment Law UNIT Copyright 2019 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part WCN 02-200-203 Copyright 2019 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 www.downloadslide.net Agency Law CHAPTER 28 Lauren Brenner had a great idea for a new kind of fitness studio in New York Called Pure Power Boot Camp, Brenner’s gym was modeled on a U.S Marine training facility, with an indoor obstacle course, camouflage colors, and a rubber floor designed to look like dirt Brenner’s special insight was that people would be more likely to stick to an exercise regime if they worked out together in a small group So she limited classes to 16 people (called “recruits”) who went through the training program together (a “tour of duty”) Brenner also hired retired Marines as “drill instructors.” Ruben Belliard, a retired Marine, was Pure The two men went to war Power’s head drill instructor On his recommendation, Brenner also hired Alexander Fell But, as against her Brenner began plans to franchise her concept, the two men went to war against her They decided to start their own copycat gym, which was to be called Warrior Fitness Boot Camp While still employed by Brenner, Belliard and Fell rented a gym space nearby Belliard stole copies of Pure Power’s confidential customer list, business plan, and operations manuals The two men sent marketing emails about Warrior to Pure Power’s clients and even invited them to a cocktail party to announce Warrior Fitness’s launch Then one day at Pure Power, Fell openly defied Brenner’s instructions, screaming at her that he dared her to fire him She had little choice but to so Belliard then convinced her to fire another drill inspector Two weeks later, Belliard quit without giving notice, intentionally leaving Brenner with only one drill instructor Two months later, Fell and Belliard opened Warrior Fitness Copyright 2019 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part WCN 02-200-203 Copyright 2019 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 www.downloadslide.net Chapter 28 Agency Law 695 Thus far, this book has primarily dealt with issues of individual responsibility: What happens if you knock someone down or you sign an agreement? But most businesses need more than one worker Certainly Lauren Brenner could not operate her business by herself That is where agency law comes in It is concerned with your responsibility for the actions of others and their obligations to you What happens if your agent assaults someone or signs a contract in your name? Or tries to leave with all of your clients? Hiring other people presents a significant trade-off: If you everything yourself, you have control over the result But the size and scope of your business (and your life) will be severely limited Once you bring in other people, both your risks and your rewards can increase immensely The Pure Power case highlights a common agency issue: If your employees decide to leave, what obligation they owe you in that period before they actually walk out the door? The court’s opinion is later in the chapter 28-1 THE AGENCY RELATIONSHIP Principals have substantial liability for the actions of their agents.1 Therefore, disputes about whether an agency relationship exists are not mere legal quibbles but important issues with potentially profound financial consequences 28-1a Creating an Agency Relationship Let’s begin with two important definitions: • Principal: A person who has someone else acting for him • Agent: A person who acts for someone else In an agency relationship, someone (the agent) agrees to perform a task for, and under the control of, someone else (the principal) To create an agency relationship, there must be: • A principal and • An agent, • Who mutually consent that the agent will act on behalf of the principal and • Be subject to the principal’s control • Thereby creating a fiduciary relationship Principal In an agency relationship, the person for whom an agent is acting Agent In an agency relationship, the person who is acting on behalf of a principal Consent To establish consent, the principal must ask the agent to something, and the agent must agree In the most straightforward example, you ask a neighbor to walk your dog, and she agrees Matters were more complicated one night when Steven James sped down a highway and crashed into a car that had stalled on the roadway, thereby killing the driver In a misguided attempt to help his client, James’s lawyer took him to the local hospital for a blood test Unfortunately, the test confirmed that James had indeed been drunk at the time of the accident 1The word principal is always used when referring to a person It is not to be confused with the word principle, which refers to a fundamental idea Copyright 2019 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part WCN 02-200-203 Copyright 2019 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 www.downloadslide.net 696 Unit Agency and Employment Law The attorney knew that if this evidence was admitted at trial, his client would soon be receiving free room and board from the Massachusetts Department of Corrections So at trial, the lawyer argued that the blood test was protected by the client-attorney privilege because the hospital had been his agent and therefore a member of the defense team The court disagreed, however, holding that the hospital employees were not agents for the lawyer because they had not consented to act in that role The court upheld James’s conviction of murder in the first degree by reason of extreme atrocity or cruelty.2 Control Principals are liable for an agent’s acts because they exercise control over that person If principals direct their agents to commit an act, it seems fair to hold the principal liable when that act causes harm How would you apply that rule to the following situation? William Stanford was an employee of the Agency for International Development While on his way home to Pakistan to spend the holidays with his family, his plane was hijacked and taken to Iran, where he was killed Stanford had originally purchased a ticket on Northwest Airlines but had traded it for a seat on Kuwait Airways (KA) The airlines had an agreement permitting passengers to exchange tickets from one to the other Stanford’s widow sued Northwest on the theory that KA was Northwest’s agent The court found, however, that no agency relationship existed because Northwest had no control over KA.3 Northwest did not tell KA how to fly planes or handle terrorists; therefore, it should not be liable when KA made fatal errors Not only must an agent and principal consent to an agency relationship, but the principal also must have control over the agent Fiduciary Relationship Fiduciary relationship The trustee must act in the best interests of the beneficiary A fiduciary relationship is one of trust: The beneficiary places special confidence in the fiduciary who, in turn, is obligated to act in good faith and candor, doing what is best for the beneficiary, rather than acting in his own best interest Agents have a fiduciary duty to their principals All three elements—consent, control, and a fiduciary duty—are necessary to create an agency relationship In some relationships, for example, there might be a fiduciary duty but no control A trustee of a trust must act for the benefit of the beneficiaries, but the beneficiaries have no right to control the trustee Therefore, that trustee is not an agent of the beneficiaries Consent is present in every contractual relationship, but that does not necessarily mean that the two parties are agent and principal If Horace sells his car to Lily, they both expect to benefit under the contract, but neither has a fiduciary duty to the other and neither controls the other, so there is no agency relationship Elements Not Required for an Agency Relationship Equal dignities rule If an agent is empowered to enter into a contract that must be in writing, then the appointment of the agent must also be written Consent, control, and a fiduciary relationship are necessary to establish an agency relationship The following elements are not required for an agency relationship: • Written agreement In most cases, an agency agreement does not have to be in writing An oral understanding is valid, except in one circumstance—the equal dignities rule According to this rule, if an agent is empowered to enter into a contract that must be in writing, then the appointment of the agent must also be written For example, under the Statute of Frauds, a contract for the sale of land is unenforceable unless in writing, so the agency agreement to sell land must also be in writing 2Commonwealth v James, 427 Mass 312 (S.J.C MA 1998) 3Stanford v Kuwait Airways Corp., 648 F Supp 1158 (S.D.N.Y 1986) Copyright 2019 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part WCN 02-200-203 Copyright 2019 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 www.downloadslide.net Chapter 28 Agency Law 697 • Formal agreement The principal and agent need not agree formally that they have an agency relationship They not even have to utter the word agent So long as they act like an agent and a principal, the law will treat them as such • Compensation An agency relationship need not meet all the standards of contract law For example, a contract is not valid without consideration, but an agency agreement is valid even if the agent is not paid 28-1b Duties of Agents to Principals As we have seen, agents owe a fiduciary duty to their principals There are four elements to this duty Duty of Loyalty An agent has a fiduciary duty to act loyally for the principal’s benefit in all matters connected with the agency relationship.4 The agent has an obligation to put the principal first, to strive to accomplish the principal’s goals The following case reveals the outcome of the opening scenario Pure Power Boot Camp, Inc v Warrior Fitness Boot Camp, LLC 813 F Supp 2d 489 United States District Court for the Southern District of New York, 2011 Facts: Based on the facts in the opening scenario, Brenner filed suit against Belliard and Fell, alleging that they had violated their duty of loyalty to her company Issue: Did Belliard and Fell violate their duty of loyalty to Pure Power? Excerpts from Judge Katz’s Decision: An agent is obligated under New York law to be loyal to his employer and is prohibited from acting in any manner inconsistent with his agency or trust and is at all times bound to exercise the utmost good faith and loyalty in the performance of his duties This duty is not dependent upon an express contractual relationship, but exists even where the employment relationship is at-will When an employee uses an employer’s proprietary or confidential information when establishing a competing business, the employee breaches his or her fiduciary duty to the employer Although an employee may, of course, make preparations to compete with his employer while still working for the employer, he or she may not so at the employer’s expense, and may not use the employer’s resources, time, facilities, or confidential information; specifically, whether or not the employee has signed an agreement not-to-compete, the employee, while still employed by the employer, may not solicit clients of his employer, may not copy his employer’s business records for his own use, may not charge expenses to his employer, which were incurred while acting on behalf of his own interest, and may not actively divert the employer’s business for his own personal benefit or the benefit of others In addition, even in the absence of trade secret protection, employees are not permitted to copy their employer’s client list, and such acts have been deemed to be an egregious breach of trust and confidence This ongoing and deliberate conduct, transpiring over the course of several months, constitutes a clear breach of the duty of loyalty owed by employees, Belliard and Fell, to their employer, Pure Power [Belliard and Fell must pay Brenner $245,000.] 4Restatement (Third) of Agency §8.01 Copyright 2019 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part WCN 02-200-203 Copyright 2019 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 www.downloadslide.net 698 Unit Agency and Employment Law The various components of the duty of loyalty follow Outside Benefits. An agent may not receive profits unless the principal knows and approves Suppose that Emma is an employee of the agency Big Egos and Talents, Inc (BEAT) She has been representing Zac Efron in his latest movie negotiations.5 Efron often drives her to meetings in his new Aston Martin He is so thrilled that she has arranged for him to star in the movie Little Men that he buys her an Aston Martin Can Emma keep this generous gift? Only with BEAT’s permission She must tell BEAT about the gift; the company may then take the vehicle itself or allow her to keep it Confidential Information. The ability to keep secrets is important in any relationship, but especially a fiduciary relationship Agents can neither disclose nor use for their own benefit any confidential information they acquire during their agency As the following case shows, this duty continues even after the agency relationship ends Abkco Music, Inc v Harrisongs Music, Ltd Facts: Bright Tunes Music Corp (Bright Tunes) owned the copyright to the song “He’s So Fine,” a hit for the Chiffons The company sued Beatle George Harrison alleging that his composition “My Sweet Lord” copied “He’s So Fine.” At the time the suit was filed, Allen B Klein handled the business affairs of the Beatles Klein (representing Harrison) met with the president of Bright Tunes to discuss possible settlement of the copyright lawsuit Klein suggested that Harrison might be interested in purchasing the copyright to “He’s So Fine.” Shortly thereafter, Klein’s management contract with the Beatles expired Without telling Harrison, Klein began negotiating with Bright Tunes to purchase the copyright to “He’s So Fine” for himself To advance these negotiations, Klein gave Bright Tunes information about royalty income for “My Sweet Lord”—information that he had gained as Harrison’s agent The trial judge in the copyright case ultimately found that Harrison had infringed the copyright on “He’s So Fine” and assessed damages of $1.6 million After the trial, Klein purchased the “He’s So Fine” copyright from Bright Tunes and with it, the right to recover from Harrison for his breach of copyright Issue: Did Klein violate his f iduciary duty to Harrison by using conf idential information after the agency relationship terminated? AP Images 722 F2d 988 United States Court of Appeals for the Second Circuit, 1983 George Harrison, a few months after writing “My Sweet Lord” Excerpts from Judge Pierce’s Decision: There is no doubt that the relationship between Harrison and [Klein] prior to the termination of the management agreement was that of principal and agent, and that the relationship was fiduciary in nature [A]n agent has a duty not to use confidential knowledge acquired in his employment in competition with his principal This duty exists as well after the employment is terminated as during its continuance 5Do not be confused by the fact that Emma works as an agent for movie stars As an employee of BEAT, her duty is to the company She is an agent of BEAT, and BEAT works for the celebrities Copyright 2019 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part WCN 02-200-203 Copyright 2019 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 www.downloadslide.net Chapter 28 On the other hand, use of information based on general business knowledge or gleaned from general business experience is not covered by the rule, and the former agent is permitted to compete with his former principal in reliance on such general publicly available information The evidence presented herein is not at all convincing that the information imparted to Bright Tunes by Klein was publicly available Agency Law 699 While the initial attempt to purchase [the copyright to “He’s So Fine”] was several years removed from the eventual purchase on [Klein]’s own account, we are not of the view that such a fact rendered [Klein] unfettered in the later negotiations Taking all of these circumstances together, we agree that [Klein’s] conduct did not meet the standard required of him as a former fiduciary Ethics Both this case and Pure Power provide examples of agents who competed against their principal You may well be in this situation at some point in your own life As we saw in the Ethics chapter, rationalization is a common, and dangerous, trap Imagine how Klein, Belliard, and Fell might have rationalized their wrong-doing What steps can you take to ensure that you not fall prey to this same ethics trap? Competition with the Principal. Agents are not allowed to compete with their principal in any matter within the scope of the agency business If Allen Klein had purchased the “He’s So Fine” copyright while he was George Harrison’s agent, he would have committed an additional sin against the agency relationship Owning song rights was clearly part of the agency business, so Klein could not make any such purchases without Harrison’s consent Once the agency relationship ends, however, so does the rule against competition Klein was entitled to buy the “He’s So Fine” copyright after the agency relationship ended; he was just not allowed to use confidential information Conflict of Interest between Two Principals Unless otherwise agreed, an agent may not act for two principals whose interests conflict Suppose Travis represents both director Steven Spielberg and actor Jennifer Lawrence Spielberg is casting the title role in his new movie, Nancy Drew: Girl Detective, a role that Lawrence covets Travis cannot represent these two clients when they are negotiating with each other unless they both agree to let her The following Exam Strategy illustrates the dangers of acting for two principals at once EXAMStrategy Question: The Sisters of Charity was an order of nuns in New Jersey Faced with growing healthcare and retirement costs, they decided to sell off a piece of property The nuns soon found, however, that the world is not always a charitable place They agreed to sell the land to Linpro for nearly $10 million But before the deal closed, Linpro signed a contract to resell the property to Sammis for $34 million So, you say, the sisters made a bad deal There is no law against that But it turned out that the nuns’ law firm also represented Linpro Their lawyer at the firm, Peter Berkley, never told the sisters about the deal between Linpro and Sammis Was that the charitable— or legal—thing to do? Copyright 2019 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part WCN 02-200-203 Copyright 2019 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 www.downloadslide.net 700 Unit Agency and Employment Law Strategy: Always begin by asking if there is an agency relationship Was there consent, control, and a fiduciary relationship? Consent: Berkley had agreed to work for the nuns Control: they told him what he was to do—sell the land The purpose of a fiduciary relationship is for one person to benefit another The point of the nuns’ relationship with Berkley was for him to help them Once you know there is an agency relationship, then ask if the agent has violated his duty of loyalty Result: You know that an agent is not permitted to act for two principals whose interests conflict Here, Berkley was working for the nuns, who wanted the highest possible price for their land, and Linpro, who wanted the lowest price Berkley has violated his duty of loyalty Secretly Dealing with the Principal. If a principal hires an agent to arrange a transaction, the agent may not become a party to the transaction without the principal’s permission Suppose Spielberg hires Trang to read new scripts for him Unbeknownst to Spielberg, Trang has written her own script, which she thinks would be ideal for him But she may not sell it to him without revealing that she wrote it herself Spielberg may be perfectly happy to buy Trang’s script, but he has the right, as her principal, to know that she is the person with whom he is dealing Appropriate Behavior. An agent may not engage in inappropriate behavior that reflects badly on the principal This rule applies even to off-duty conduct While off-duty (but still in uniform), a coed trio of flight attendants went wild at a hotel bar in London They kissed and caressed each other, showed off their underwear, and poured alcohol down their trousers The airline fired two of the employees and gave a warning letter to the third Other Duties of an Agent Before Taylor left for a five-week trip to Antarctica, he hired Angie to rent out his vacation house for a year Angie neither listed his house on the Multiple Listing Service used by all the area brokers, nor posted it online, but when the Fords contacted her looking for rental housing, she did show them Taylor’s place They offered to rent it for $2,000 per month Angie emailed Taylor in Antarctica to tell him He responded that he would not accept less than $3,000 a month, which Angie thought the Fords would be willing to pay He told Angie to email him back if there was any problem The Fords decided that they would go no higher than $2,500 a month Although Taylor had told Angie that he had no cell phone service in Antarctica, she texted him the Fords’s counteroffer Taylor never received it, so he failed to respond When the Fords pressed Angie for an answer, she said she could not get in touch with Taylor Not until Taylor returned home did he learn that the Fords had rented another house Did Angie violate any of the duties that agents owe to their principals? Duty to Obey Instructions. An agent must obey her principal’s instructions unless the principal directs her to behave illegally or unethically Taylor instructed Angie to email him if the Fords rejected the offer When Angie failed to so, she violated her duty to obey instructions If, however, Taylor had asked her to say that the house’s basement was dry when in fact a river flowed through it every spring, Angie would be under no obligation to follow those illegal instructions Duty of Care. An agent has a duty to act with reasonable care In other words, an agent must act as a reasonable person would, under the circumstances A reasonable person would not have texted Taylor while he was in Antarctica Under some circumstances, an agent is held to a higher—or lower—standard than usual An agent with special skills is held to a higher standard because she is expected to use those skills A trained real estate agent should know enough to post all listings online Copyright 2019 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part WCN 02-200-203 Copyright 2019 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 www.downloadslide.net Chapter 28 But suppose Taylor had asked his neighbor, Jed, to help him sell the house Jed is not a trained real estate agent, and he is not being paid, which makes him a gratuitous agent A gratuitous agent is held to a lower standard because he is doing his principal a favor and, as the old saying goes, you get what you pay for—up to a point Gratuitous agents are liable if they commit gross negligence, but not ordinary negligence If Jed, as a gratuitous agent, texted Taylor an important message because he forgot that Taylor could not receive these messages in Antarctica, he would not be liable for that ordinary negligence But if Taylor had, just that day, sent Jed an email complaining that he could not get any text messages, Jed would be liable for gross negligence and a violation of his duty Duty to Provide Information. An agent has a duty to provide the principal with all information in her possession that she has reason to believe the principal wants to know She also has a duty to provide accurate information Angie knew that the Fords had counteroffered for $2,500 a month She had a duty to pass this information on to Taylor Agency Law Gratuitous agent Someone not paid for performing duties Principal’s Remedies When the Agent Breaches a Duty A principal has three potential remedies when an agent breaches her duty: • Damages The principal can recover from the agent any damages the breach has caused Thus, if Taylor can rent his house for only $2,000 a month instead of the $2,500 the Fords offered, Angie would be liable for $6,000—$500 a month for one year • Profits If an agent breaches the duty of loyalty, he must turn over to the principal any profits he has earned as a result of his wrongdoing Thus, after Klein violated his duty of loyalty to Harrison, he forfeited profits he would have earned from the copyright of “He’s So Fine.” Some states also allow punitive damages against disloyal employees • Rescission If the agent has violated her duty of loyalty, the principal may rescind the transaction When Trang sold a script to her principal, Spielberg, without telling him that she was the author, she violated her duty of loyalty Spielberg could rescind the contract to buy the script.6 28-1c Duties of Principals to Agents Because an agent’s job can be so varied, the law needs to define that person’s duties carefully The role of the principal, on the other hand, is typically less complicated—often little more than paying the agent as required by the agreement Thus, the law enumerates fewer duties for the principal Primarily, the principal must indemnify (i.e., reimburse) the agent for reasonable expenses and cooperate with the agent in performing agency tasks The respective duties of agents and principals can be summarized as follows: Duties of Agents to Principals Duty of Principals to Agents Duty of loyalty Duty to compensate as provided by the agreement Duty to obey instructions Duty to indemnify for reasonable expenses Duty of care Duty to cooperate with the agent 701 Duty to provide information 6A principal can rescind his contract with an agent who has violated her duty but, as we shall see later in the chapter, the principal might not be able to rescind a contract that the agent has made with a third party Copyright 2019 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part WCN 02-200-203 Copyright 2019 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 www.downloadslide.net 702 Unit Agency and Employment Law Duty to Indemnify As a general rule, the principal must indemnify the agent for any expenses she has reasonably incurred These reimbursable expenses fall into three categories: • A principal must indemnify an agent for any expenses or damages reasonably incurred in carrying out his agency responsibilities Peace Baptist Church of Birmingham, Alabama, asked its pastor to buy land for a new church He paid part of the purchase price out of his own pocket, but the church refused to reimburse him Although the pastor lost in church, he won in court.7 • A principal must indemnify an agent for tort claims brought by a third party if the principal authorized the agent’s behavior and the agent did not realize he was committing a tort Marisa owns all the apartment buildings on Elm Street, except one She hires Rajiv to manage the units and tells him that, under the terms of the leases, she has the right to ask guests to leave if a party becomes too rowdy But she forgets to tell Rajiv that she does not own one of the buildings, which happens to house a college sorority One night, when the sorority is having a raucous party, Rajiv hustles over and starts ejecting the noisy guests The sorority is furious and sues Rajiv for trespass If the sorority wins its suit against Rajiv, Marisa would have to pay the judgment, plus Rajiv’s attorney’s fees, because she had told him to quell noisy parties and he did not realize he was trespassing • The principal must indemnify the agent for any liability to third parties that the agent incurs as a result of entering into a contract on the principal’s behalf, including attorney’s fees and reasonable settlements An agent signed a contract to buy cucumbers for Vlasic Food Products Co to use in making pickles When the first shipment of cucumbers arrived, Vlasic inspectors found them unsuitable and directed the agent to refuse the shipment The agent found himself in a pickle when the cucumber farmer sued The agent notified Vlasic, but the company refused to defend him He settled the claim himself and, in turn, sued Vlasic The court ordered Vlasic to reimburse the agent because he had notified them of the suit and had acted reasonably and in good faith.8 Duty to Cooperate Principals have a duty to cooperate with their agent: • The principal must furnish the agent with the opportunity to work If Lewis agrees to serve as Ida’s real estate agent in selling her house, Ida must allow Lewis access to the house It is unlikely that Lewis will be able to sell the house without taking anyone inside • The principal cannot unreasonably interfere with the agent’s ability to accomplish his task Ida allows Lewis to show the house, but she refuses to clean it and then makes disparaging comments to prospective purchasers “I really get tired of living in such a dark, dreary house,” she says “And the neighborhood children are vicious thugs.” This behavior would constitute unreasonable interference with an agent • The principal must perform her part of the contract Once the agent has successfully completed the task, the principal must pay him, even if the principal has changed her mind and no longer wants the agent to perform Ida is a 78-year-old widow who has lived alone for many years in a house that she loves Her asking price is outrageously 7Lauderdale v Peace Baptist Church of Birmingham, 246 Ala 178 (S Ct AL 1944) 8Long v Vlasic Food Products Co., 439 F2d 229 (4th Cir 1971) Copyright 2019 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part WCN 02-200-203 Copyright 2019 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 www.downloadslide.net I20 Index Nominal damages, 467 Non-compete agreement/s, 337, 350–351, 353t employment, 351–354 standards for enforcement, 352 and worker’s rights, 352 sale of business, 351 validity standard, 351 Non-contracts, 289 promissory estoppel, 289–291 quasi-contract, 291–292 Non-cumulative preferred stock, 850 Non-negotiable instruments, 619 negotiable vs non-negotiable commercial paper, 621e Noncompetition agreement, 284 Non-conforming goods, 536 Nondisclosure cases of misrepresentation, 374–375 to correct a basic mistaken assumption, 374 to correct a mistaken understanding about a writing, 375 to correct a previous assertion, 374 expectations due to relationship of trust, 375 Nonphysical tort, 715 Nonrecourse loan, 374 Nordstrom’s, 51 Norris–LaGuardia Act, 740 North American Free Trade Agreement (NAFTA), 10, 71 See also Treaties North Pointe, 409 Northwestern, 979 Notice to quit (landlord), 1097 Notices, in contract, 493 Novation, 422–423, 430 n 1, 842 Nuclear Regulatory Commission (NRC), 99, 1045 O O J Simpson murder trial, 3–4 “Oath helpers,” Oats, Jeffrey, 245 Obama administration Clean Power Plan, 1036 Waters of the United States (WOTUS) rule, 1039 Obama, Barack, 756 Objective standard, 436–437 Obligations (contracting parties) See Rights and obligations Obligor, 413 Article vocabulary, 583 notice to in assignment of rights, 416–417 Occidental Chemical Corp., 1042 Oculist’s Case, 5–6 Occupational Safety and Health Act of 1970 (OSHA), 193, 736–737 Occupational Safety and Health Administration (OSHA), 102, 737, 1045 Ocean Dumping Act of 1972, 1041 O’Connor, Sandra Day, 753–754 Offer (contract agreement checklist item), 281, 301 definition, 302 determinants, 303 importance of definiteness, 307–309 meeting of minds, 302–303 non-offer statements advertisements, 304–306 auctions, 306 invitation to bargain, 303 letters of intent, 304 price quotes, 303–304, 304e termination, 310 by expiration, 311 by operation of law, 311 by rejection, 311 by revocation, 310 UCC and open terms, 309 gap-filler provisions, 310 Offeree (of contract), 303 acceptance with additional/different terms, 312–313 active acceptance, 312 method and manner of acceptance, 316–317 Offeror (of contract), 303 and termination by operation of law, 311 Office Depot, 986 OfficeMax, 986 “Oh, Pretty Woman,” 1069 O’Hagan, James, 966 Ohio, 846 Ohio State University, 312 Oil Pollution Act of 1990, 1041 Olympic National Park goat herds, and environmental impact statement requirement, 1047 Onassis, Jacqueline Kennedy, 259, 1145 Open prices (UCC), 515 Opening statements (trial), 161 Operating agreement (LLC), 797 Operation of law (offer termination), 311 Opiates, in the workplace, 733 Opinion qualified and liability (audits), 680 vs statement of fact, 372 Optimism bias, 40 Oracle, 1067 Orbison, Roy, 1069 Order for relief, 921 Order paper, 623 Orders, following (ethics trap), 38 Oriental Fireworks Co., 860 Output contract, 328–329 UCC, 516 Owner (insurance definition), 1148 Ownership See Title; Legal interest and title P Palin, Sarah, 191 Palter, 42 Paparazzi, 257, 259 Paper, Henry, 348 Parametric Technology Corp., 728 Paris Accord, 1036 Paris Convention for the Protection of Industrial Property, 1065 Parks, Rosa, 754 Parole evidence, 402–403 Partition tenancy in common, 1087 by kind, 1087 Partnership at will, 828 Partnerships, 802, 815 creation of no formal filing/written statement (UPA), 815 UPA definition, 816 default rules, 815 by estoppel, 818 financial rights partnership property, 823 payment for work done, 822 right to transfer a partnership interest, 823 sharing losses, 822 sharing profits, 821–822 liability to outsiders authority, 818–819 information, 819 ratification, 819 tort liability, 819 management duties, 824 duty of care, 825 duty of loyalty, 826 good faith and fair dealing, 827 management rights right to bind the partnership, 824 right to know, 824 right to manage, 824 right to vote, 824 options, 815 paying debts of the partnership, 820 joint and several liability, 820 liability of incoming partners, 820 relationship among partners, 821–828 shared liability issue, 803, 815 Copyright 2019 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part WCN 02-200-203 Copyright 2019 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 www.downloadslide.net Index types partnership at will, 828 term partnership, 828 Unified Partnership Act (UPA), 815 See also Business (organization of )/ general partnerships; Terminating a partnership Past considerations, 333–334 exceptions parties agree in advance, 334 promissory estoppel, 334 Patagonia, 802 Patent and Trademark Office (PTO) and Lanham Act, 1074 Trademark Trial and Appeals Board, 1075 workload, 1059 Patent Cooperation Treaty (PCT), 1065 Patent Trial and Appeal Board, 1064 Patents, 1059 application and issuance, 1064 appeals process, 1064 first-to-file, 1064 prior sale, 1064 approval process, 1059 business method patents, 1063 infringement, 1064 international patent treaties, 1064–1065 limits of patentable subject matter, 1061 human genetic material, 1062 living organisms, 1061 Patent and Trademark Office (PTO), 1059 plant patents, 1060 types, 1059 design patent, 1059 utility patents, 1060 types of invention, 1060t utility patents (requirements) nonobvious, 1061 novel, 1061 patentable subject matter, 1061 usefulness, 1061 Paulson Investment Co., 706 Payable on demand, 619 Payee, 619 Payment process (for negotiable instrument), 645 Payne dealership, 983 PayPal, 1003 credit, 1003 Peace Baptist Church of Birmingham, 702 Penguin Group, 981 n Pennsylvania, 846 Pennzoil, 220–221, 220e, 977 “Peppercorn rule,” 327 PepsiCo, 150 Per se violations of antitrust laws, 978 Peremptory challenges, 160 Perfect Tender Rule, 558–559, 563t restrictions, 559 destruction of goods, 561–562 parties’ agreement, 560 right to cure, 560 substantial impairment, 561 usage of trade, 559 Perfection Article vocabulary, 584 of consumer goods, 595, 596e by filing, 590–592, 591e contents of financing statement, 592 duration of filing, 594 place of filing, 593–594 of movable collateral and fixtures, 597 fixtures, 598 motor vehicles and the like, 597–598 by possession or control, 594 care of collateral, 595 control, 595 mandatory control, 595 mandatory possession, 595 possession, 594 Perjury vs slander, 210 Perkins, Thomas, 890 Permanent injunction, 465 Perpetual (dynasty) trusts, 1147 Perry, Robert, 394 Person (insurance definition), 1147 Personal defenses (against holder and not holder in due course), 631 breach of contract, 631 fraud in the inducement, 632 lack of consideration, 631 non-delivery, 632 prior payment, 632 unauthorized completion, 632 Personal injury, and privity, 548 Personal property/acquisition, 1113 accession, 1119 mistaken, 1119 wrongful, 1119 engagement ring, 1117 finding/estray statutes, 1118 found property, 1117 abandoned, 1117 lost, 1118 mislaid, 1118 treasure trove, 1118 gift, 1113 acceptance, 1115 delivery, 1114–1115 intention to transfer ownership, 1113–1114 revocable, 1114 gift delivery methods already in donee’s possession, 1114 to an agent, 1114 constructive, 1114 physical, 1114 gift vs contract, 1116t gifts causa mortis, 1115 gifts inter vivos, 1115 Personal property/bailment, 1119–1120 control, 1120 duties of bailee, 1122 burden of proof, 1123 due care/mutual benefit, 1122 due care/sole benefit of bailee, 1122 due care/sole benefit of bailor, 1122 exculpatory clauses, 1123 innkeepers, 1126 liability by common carriers, 1125–1126 by contract carrier, 1126 for defects, 1125 rights of bailee, 1121–1122 and duties of bailor, 1124 Personal satisfaction contracts, 436–437 Personal service contract, death of promisor, 441 Pessimism, and lawyers, 476 Peterson, Erin, 232 Philip, Earl of Pembroke, 1136 Phishing (internet fraud), 190 Physical/mental examination (in Discovery), 153–154 PIC Realty, 291–292 Pickens, T Boone, 853–854 Pickwick & Perkins, Ltd., 1102 Piercing the company veil, 799 the corporate veil, 860 Pillsbury Co., 966 Plain view (search without warrant), 179 Plaintiff, 15 case during trial (example), 161–162 Playboy, 953 Plea bargain, 186 Pleadings, 148 answer, 149–150 class actions, 151 complaint, 148–149 counterclaim, 149–150 judgment on, 151 service, 149 Pledge (furniture polish name), 1075 Political control (of government agencies), 103 Ponzi scheme, 41, 675 n Pope Benedict XVI, 32 Pope Francis, 32 Copyright 2019 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part WCN 02-200-203 Copyright 2019 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 I21 www.downloadslide.net I22 Index Porter, Michael, 51 Possession (of collateral)/UCC, 588 Power of attorney, 1142 Pre-trial processes Discovery, 153–157 final preparation, 159 Pleadings, 148–151 Summary judgment, 158–159 Precedent, 5, 9, 87 in appeals, 164 See also Stare decisis Preexisting duty, 330–333 exceptions additional work, 331 modification, 331–332 unforeseen circumstances, 332–333 UCC changes to common law, 331–332 Pregnancy Discrimination Act, 755, 769 Prego, 24 Preliminary injunction, 465 Premium (insurance definition), 1148 Preparation, final (in Pre-trial), 159 Preponderance of the evidence, 161 Presentment, 645 Presentment warranties, 653–654 Presten, Kary, 391–392 Pretermitted child (in estate plan), 1139 Price fixing examples, 975–976 horizontal, 976, 980–982 vertical, 976 maximum price-fixing, 994 See also Cooperative business strategies Price negotiation, and sense of morality, 35 Price quote (not usually an offer in contract checklist), 303–304, 304e Price Waterhouse, 763 Prima facie, 756 Prince, 1058, 1072, 1142 Princeton Theological Seminary, 41 Principal, 695 Priorities among creditors, 603–604 filing vs control or possession, 604 involving purchase money security interest (PMSI), 605 PMSI in inventory, 605 PMSI in noninventory collateral, 606 Privacy attitudes about, 255 and data types, 260 and democracy, 253 reasonable expectation of, 255 in the workplace, 256 See also Digital world; Law of privacy; State privacy statutes Privacy Act, 105 Private offerings See Securities Act of 1933/exempt transactions (private offerings) Privilege, 210 Privity, 547, 676 n Probable cause, 178 Probate (estate planning definition), 1135 Probate law, 1135 See also Estate planning Procedural Due Process, 125, 126–127 See also Fifth Amendment Procedural unconscionability, 358 Proceeds, 590 Processed foods, and corporate social responsibility, 24–26 Proctor & Gamble (P&G), 100 Product liability, 242 contemporary trends, 244–245 time limits, 245 tort reform, 245 negligence design, 242 failure to warn, 242 manufacture, 242 strict for defective products, 242–244 Product market, 987 Professionals, special duty of due care, 232 Profit (right to enter land), 1092 Promise to act or forbear, 325 conditional, 487 made in consideration of marriage, in writing to be enforceable, 395 reciprocal, 487 Promisee, 410 Promisor, 410 death of in personal service contract, 441 Promissory estoppel, 269, 289–291 moral consideration, 337–338 and past considerations, 334 and reliance interest, 459–461 and Statute of Frauds, 392 Promissory note, 619 Promoter (of a corporation), 842 Promulgate rules, 99 Proof of claim, 921 Property See Intellectual property; Investment property; Personal property; Real property Proposition 187, 12–13 Prosecution, 174 Prospectus, 952 Protective order, 154 Protocol (treaty amendment), 68 Proxy advisory firms, 892 Prudential Insurance Company of America, 1151 Pryde, Julia, 232 Pub Zone, 2, 11 case analysis example, 14–16 Public Company Accounting Oversight Board (PCAOB), 669 Public disclosure of private facts, 257–258 Public policy and conditions prohibiting assignment, 415 and conditions prohibiting delegation, 420 contracts that violate, 349–350 and express conditions for contract termination, 433–434 Public’s need for information vs private citizen’s reputation, 210e See also Defamation Puffery, 372 Pugliese, Anthony, 348 Punishment, 186–187 See also Eighth Amendment Punitive damages, 215–216 Purchase money security interest (PMSI), 605–606 Purchaser representatives, 949 Pure Power Boot Camp, 694–695 Q Qchex.com, 1003 Qualified privilege, 728 Qualify to business, 857 Quantum meruit, 292 Quasi-contract, 292 restitution, 463 theories of recovery, 293t Queen Anne of England, 1067 Quiznos, 806 Quorum, 855 for shareholder meetings, 897 R R G Ray Corp., 557 Race/ethnicity and the Equal Protection Clause, 131 Racketeer Influenced and Corrupt Organizations Act See RICO Racketeering acts, 194 Ralph Lauren Corporation, 196 Random House, 981 n Rash, Eric, 1141 Ratification, 368 in agency law, 706–707 Ratified treaty, 68 Rationalization, as an ethics trap, 35–36 Raul case, rationalization examples, 903, 904–905 Rawls, John, 31 Copyright 2019 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part WCN 02-200-203 Copyright 2019 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 www.downloadslide.net Index Reaffirmation (of debt), 933 Reagan administration, decrease in agency numbers/strength, 98 Real defenses (against holder and holder in due course) bankruptcy, 631 duress, mental incapacity, illegality, 631 forgery, 631 fraud in execution, 631 underage, 631 Real estate contracts and specific performance, 464 See also Land Real property adverse possession, 1092 claim of land by user, 1093 continuous use for statutory period, 1093 entry and exclusive possession, 1093 open and notorious possession, 1093 buildings, 1085 concurrent estates, 1089e joint tenancy, 1087–1090 tenancy in common, 1087 fee simple absolute, 1086 fixtures, 1085 future interests, 1090 remainder, 1090, 1091t reversion, 1090 land, 1085 land use regulation eminent domain, 1095 nuisance law, 1095 zoning, 1095 nonpossessory interests, 1091 creation of easements, 1091–1092 easements, 1091 license, 1092 mortgage, 1092 profit, 1092 plant life, 1085 See also Landlord–tenant law Rearden, Virginia, 1149 Reasonable certainty, in written contract, 396 Reasonable expectation of privacy, 255 Reasonably (in covenant), 487 Reciprocal promises, 487 Record (Article vocabulary), 584 Record date (for shareholder meetings), 897 Recording Industry Association of America (RIAA), 1071 Recordkeeping (by publicly traded companies), and FCPA requirements, 195–196 Recovery, theories of in contract law, 293t Redeem, 609 Reformation, 466 Reframing, ethics trap, 38–39 Reg A, 950 Reg D, 949, 950t Regional trade agreements (RTAs), 71–74 Register.com, 315–316 Registration statement (for securities), 952 Regulation Crowdfunding, 950–951 Regulations, 10 comprehensively regulated industries, 101 See also specific regulations (The) Rehabilitation Act of 1973, 755, 773 enforcement, 779 Reiffe, Marsha, 772 Rejection (of an offer), immediate termination of offer, 311 Rejection (of goods), 564 Reliance interest, 452, 459 and promissory estoppel, 459–460 Remedies, 452, 556 for breach of duties by agent, 710 damages (special issues of ), 466 liquidated damages, 466 mitigation of damages, 466 nominal damages, 466 interests to protect, 452 equitable, 452, 463–466 expectation, 452, 453–459 reliance, 452, 459–461 restitution, 452, 461–463 See also UCC (Universal Commercial Code)/and damages Remedies (buyers and sellers) buyer, 568 acceptance of non-conforming goods, 572 cover, 570–571 incidental and consequential damages, 568–569 liquidated damages, 572–573 non-delivery, 572 specific performance, 570 seller, 566 action for the price, 568 damages for non-acceptance, 567–568 identify goods to the contract, 566 resale, 566–567 stop delivery, 566 Replacement workers, 744 Reply (to counterclaim), 150 “Report on Carcinogens” (NIH), 47 Repossession (Article vocabulary), 584 Representations and warranties, 488–489 Requirements contract, 328–329 (UCC), 516 Res ipsa loquitur, 235 Resale price maintenance (RPM), 993 I23 Rescind, 332, 430 by a minor, 367 Rescission, 463 in violation of TILA, 1009 Resource Conservation and Recovery Act (RCRA), 1031 regulates production, transportation, and disposal, 1042 regulates spills, 1042 Respondeat superior, 710 Restatement doctrine, 677 Restitution, 175, 367 by a mentally infirm party, 371 by a minor, 367–368 status quo rule, 368 Restitution interest, 452, 461 in cases of a quasi-contract, 463 in cases of a voidable contract, 463 in cases of contract breach or discharge, 461–462 Restraint of trade See Non-compete agreement/s Restrictive indorsement, 626 Retaliation, by employers, 762 “Revenge porn” and free speech, 190, 268, 269 Reverse (appeals court option), 164 and remand, 164 Reverse discrimination, 767–768 See also Affirmative action Reversed, 144 Reversionary interest, 1096 Revocation (of goods), 564 Ricardo, David, 69 RICO (Racketeer Influenced and Corrupt Organizations Act), 194 Rider, 490 Rierman, Teresa, 601 Right of redemption, 609 Right to a lawyer, 185 Right to cure, 560 Rights and obligations (contracting parties), 563t of buyer, inspection and acceptance, 563–564 good faith, 557 of seller, 558 Perfect Tender Rule, 558–559, 563t Perfect Tender Rule restrictions, 559–562 See also Remedies (buyers and sellers) Rihanna, 1153 Risk, and conscious uncertainty, 380 Risk management, as example of utilitarian business practice, 30 Risk of loss, 534 allocation of risk (UCC), 534, 539e shipping terms, 535 Copyright 2019 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part WCN 02-200-203 Copyright 2019 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 www.downloadslide.net I24 Index Risk of loss (continued) when no allocation of risk, 534 neither party breaches, 534–535 when one party breaches, 536 buyer breaches, 537 seller breaches/buyer accepts then revokes, 536–537 seller breaches/buyer rejects, 536 Risk-utility test, 245 Road show, 953 Robinson-Patman Act (RPA) of 1936, 978, 983 Rockefeller, John D., 709, 976 Rollerblade, 1074 Rooney, James, 392 Roosevelt administration, creation of new agencies, 98 Roosevelt, Theodore, 977 Rosenberg, Gary, 556 Roth, Janet, 929 Rowling, J K., 1070 Royal Jones, 568 Rule against Perpetuities, 1147 Rule of reason violations of antitrust laws, 978 Rulemaking (promulgation), 99 process, 100 formal, 100 informal, 100 rule types interpretive, 99–100 legislative, 99 Rules of evidence, 162 Rushmore, 481 Russell 3000 Index, 898 S S corporations (S corps), 794–795 vs LLCs, 798 SAC Capital, 192 Sadri, Soheil, 344, 345 Safe Drinking Water Act of 1974, 1041 Safe harbor provision, 1072 Sailer, Ken, 391–392 St Clair, Jeffrey, 728 St Joseph Nursing Home, 728–729 St Regis Hotel, 707 Sale of goods See Article (UCC) Same-sex harassment, 761 Samsung, 1059 San Francisco Giants, 431 Sand Creek Country Club, 431 SAP, 1067 Sarbanes-Oxley Act of 2002 (SOX), 669 conflicts of interest, 669 consulting services, 669 Public Company Accounting Oversight Board (PCAOB), 669 reports to audit committee, 669 term limits on audit partners, 670 whistleblowing protection, 731 Satellite, LLC, operating agreement example, 797 Saucony, 1074 Say-on-pay, 904 Schiavo, Terri, 1143 Schmalfeldt, Ronald, 409 Schroer, David/Diane, 766 Schwegel, Ronald, 463 Scienter, 681, 957 Scope of employment, 712–713 and authorization, 713 “Scorched earth strategy” (asset lockup), 879 Scott Medical Health Center, 765 Scrivener’s error, 482 Seabreeze Restaurant, 439 Seals, Agnes, 382 Searches search and seizure (by government agencies), 101 with warrant, 178–179 without a warrant, 179–181 See also Expectations of privacy; Probable cause SeaWorld, 897 2nd Avenue Delicatessen, 772 Secondary boycott, 745 Secretariat (UN), 61 Secured party (Article vocabulary), 583 Secured transactions See Article (UCC) Securities Act of 1933, 680, 947, 948 comparison of public and private offerings, 953t exempt securities, 948–949 bank securities, 948 government securities, 948 insurance policy and annuity contracts, 949 nonprofit issues, 949 short-term notes, 949 exempt transactions (private offerings), 949 direct public offerings (DPOs), 951–952 intrastate offering exemption, 949 Regulation A, 950 Regulation Crowdfunding, 950–951 Regulation D, 949, 950t liability criminal, 954 fraud, 954–955 Section 11 (errors in a registration statement), 680, 955 selling unregistered securities, 954 public offerings (IPOs or secondary offerings), 952 going effective, 953 prospectus, 952 registration statement, 952 sales effort, 953 underwriting, 952 restricted and control securities resale limits, 954 Securities and Exchange Commission (SEC), 10, 99, 947 comment letter, 953 cybersecurity requirements for financial institutions, 271 go effective, 953 Rule 10b-5, 957 Rule 144, 954 Rule 147A, 949 Securities Exchange Act of 1934, 680, 947 disclosure requirements, 956–957 CEO and CFO certification requirements, 956 Forms, 8-K, 10-K, 10-Q, 956 Section, 13, 956 fraud aiding and abetting, 683 primary liability, 681 insider trader avoidance Rule 10b5-1, 967 insider trading (Sections 16 and 10(b)), 962–963 classic insider trading (Section 10(b)), 963–964 misappropriation (Section 10(b)), 966 short-swing trading (Section 16), 963 joint and several liability, 684 liability for aiding and abetting, 961 liability for fraud (Section 10b-5), 681 economic loss, 958 loss causation, 958 misstatement or omission of material fact, 957 purchase or sale, 957 reliance, 958 scienter, 957 liability for inaccurate disclosure in filings (Section 18), 680, 957 purpose, 956 registration requirements, 956 takeovers and inside information (Rule 14e-3)), 967–968 whistleblowing, 683 Securities fraud, 196 Securities laws, See also Federal securities laws; State securities laws Security, definition, 947–948 Copyright 2019 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part WCN 02-200-203 Copyright 2019 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 www.downloadslide.net Index Security agreement Article vocabulary, 584 and attachment, 587–588 Security Council (UN), 61 Security interests, 417, 528 Article vocabulary, 583 assignment of and UCC, 417–418 Seinfeld episode, illustration of common law issues, 86–87, 89–90 Self-incrimination, 184 Self-objectivity, as ethics trap, 36 Seller’s remedies (UCC), 457–458 Service (in Pleadings), 149 Severability provision, 492–493 Sexual harassment, 212 hostile work environment, 759 quid pro quo, 759 Sexual orientation, unprotected category under Title VII, 765 Shareholder agreements, 856 Shareholder rights plan (poison pill), 878 Shareholders, 891 election of directors, 867 minority (protection of ) fiduciary duty, 894 ordinary business transactions, 896 protection from being expelled, 896 relationship with managers, 891–892 rights, 892 appraisal rights, 894 to approve specific corporate changes, 894 to information, 892 See also Shareholders right to vote rights (enforcement of ), 906 derivative lawsuits, 906–908, 908f direct lawsuits, 906 Shareholders right to vote, 897 election of directors, 898 independent directors, 899 plurality vs majority voting, 898 proxy access, 898–899 executive compensation government regulation, 903–904 pay for performance, 900–903 proxies, 897 shareholder meetings, 897 virtual-only meetings, 897 shareholder proposals, 905 Shari’a law See Islamic law Shark repellents See Takeovers/defenses Shell corporations, 847 Shelter rule, 630 Sherman Act (1890), 976–977, 994 refusal to deal/violation, 982 Section 1, 978, 979–980, 991 Section 2, 978, 986, 990 Sherman Antitrust Act, 76 Sherman, John, 977 Shields, Morris, 729 Shilling, 189 Shipment contract, 535 Shochu taxes and WTO, 69, 70f Shoplifter suspect, detaining vs false imprisonment, 211 Short-swing trading, 963 Short-term lease, 391 Short-term perspective (ethics trap), 40 Shuster, Marvin, 437 Sides, Marie, 726 Sierra Precision, 542–543 Signature liability (of an instrument), 645 accommodation party, 648–649 agent, 649, 650e draweee, 646 drawer, 646 indorser, 647–648 maker, 645–646 vs transfer warranties, 653 Silence during contract negotiation See Nondisclosure cases of misrepresentation Silent Spring, 1030 Silicon Valley, attitude toward bankruptcy, 918 Simon & Schuster, 981 n Sinclair Oil Co., 896 Sinclair Venezuelan Oil Co (Sinven), 896 Single recovery principle, 237–238 Sixth Amendment, 185 Skilling, Jeffrey, 176–179 Slander, 208 slander per se, 208, 209 vs perjury, 210 Slants, 1075 SLAPP (strategic lawsuit against public participation), 266 Slippery slope (unethical behavior trap), 36 Smith, Kenneth, 927 Snail darter, 1048 Snowden, Edward, 262–263 Snowmass ski-area expansion, and environmental impact statement requirement, 1047 Social enterprises benefit corporations, 801 low-profit limited liability companies (L3Cs), 801 Model Benefit Corporation Act compliance steps, 801–802 Social media, 155 challenge to reasonable expectation of privacy, 181 and hiring pitfalls, 778 I25 Social regulation and the Equal Protection Clause, 130–131 Social Security, 739 Software, as types of collateral, 586–587 Soldau, John, 317 Sole discretion, 487 Sole proprietorship, 791 Sophisticated investors, 949 Sotheby’s, 878 Sources of laws (U.S.), 8f administrative laws, 10 common law, court orders, statutes, treaties, 10 U.S Constitution, 6–9 Souter, David, 129 Sovereign, 12 Sovereign nations, 63 sovereign immunity, 63 commercial activity, 63–64 violation of international law, 64 waiver, 63 Sovereignty, 63 Spam, 270 CAN-SPAM statute, 270 Spear phishing, 190 Special appearance, 142 Special indorsement, 626 Special litigation committee (SLC)/ derivative lawsuits, 907–908 Specific performance, 463–465, 570 Speech (freedom of ) See First Amendment Spielberg, Steven, 846 Springsteen, Bruce, 1153 Square, 1003 Stakeholder, 867 Stambovsky, Jeffrey, 374 Standard Oil Trust/Standard Oil Co., 709, 976, 976–977 Stanford University, 899 Staples, Inc., 986, 1000, 1004 Star Chevrolet, 367–368 Star Wars, 1059 Starbucks, 740, 892, 1074 Stare decisis, 9, 65, 87 Starkman, Morris, 814 State courts See Court systems State Farm Insurance, 1151 State implementation plans for EPA air standards (SIPs), 1032 State legislative power, and Commerce clause, 117 State of mind (of criminal defendant) conspiracy, 177–178 entrapment, 177 voluntary act, 177 Copyright 2019 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part WCN 02-200-203 Copyright 2019 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 www.downloadslide.net I26 Index State Oil Co., 994 State privacy statutes, 263 disclosure of personally identifying information, 264 employee monitoring, 264 online privacy policies, 263 reader privacy, 263 social media passwords, 264 State securities laws exemptions from state regulations, 967 regulation, 968 State Supreme Court, 144 Status quo rule (for restitution), 368 Statute of Anne, 1067 Statute of Frauds, 5, 389–390, 503, 509–510, 696 See also UCC (Uniform Commercial Code)/Statute of Frauds; Writing (contract agreement checklist item) Statute of limitations, 245, 441 in warranties (UCC), 549 Statute of repose, 245 Statute/s, allowable under the Constitution, 115 key pro-union, 740 Statutory control of government agencies, 103 Statutory law bills, 90–91 Civil Rights Act of 1964 example and changing times, 96 conference committee, 93 Congress and courts, 91 Congressional override, 97–98 debate, 92–93 path, 94e statutory interpretation, 94–96 voters’ role, 96 Steel Technologies, Inc., 761 Steele, Danielle, 188 Stereotypes, EEOC guidelines about, 765 Stern, William and Elizabeth, 282 Stewart, Martha, 193 Stock class A and B, 851 classes and series, 848, 849e and company liquidation, 850 dividends, 850 number of shares, 848 par value, 848 restricted, 949 rights anti-dilution, 849–850 conversion, 849 dividend, 848–849 liquidation, 849 preemptive, 849 redemption, 849 voting, 850 shareholder agreements, 856 types, 850, 850e common, 850 participating preferred, 850 preferred, 850 See also Shareholders Stop and frisk (search without warrant), 179 Stored Communications Act, 260, 735 and electronic communications, 262 Straight bankruptcy, 919 Strategic lawsuit against public participation (SLAPP), 266 StreamCast, 1071 Street crime, 174 Strict liability, 240–242 model for defective product cases, 243–244 Strict performance, 434–435 Strikes cooling-off period, 744 NLRA guarantees, 744 partial, 744 sit-down, 744 statutory prohibition, 744 Structure of a contract, 484–493 boilerplate, 488 arbitration, 491 assignment of rights and delegation of duties, 491 attorneys’ fees, 491–492 choice of law and forum, 488–489 closing, 493 force majeure, 493 integration, 492 modification, 490–491 notices, 493 severability, 492–493 variable terms, 484 covenants, 485–487 definitions, 485 introductory paragraph, 484–485 representations and warranties, 487–488 title, 484 Student loans, 928–929 Brunner Test, 929 income-based repayment (IBR) plan, 928 Stumpf, John, 904 Subagents, 707 Subjective standard, 436 Sublime Corp., Subpoena, 101 duces tecum, 101 Substantial performance, 435 Substantive Due Process, 126 See also Fifth Amendment Substantive unconscionability, 358 Subway, 805 Sullivan, Maureen, 392 Summa Theologica, 13 Summary judgement (in Discovery), 158–159 Summons, 142 Sunbeam, 668 Sunoco, 977 Sunrise Cooperative, 394–395 Superfund/Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), 1044 Supervisor, 740 Supremacy Clause, 117 Surplus, 608 Surrogacy contracts, 282 Svenska, 562 Sweden, first paper currency, 618 Swingline Staplers, 71 Switzer, Barry, 964 “Swoop and squat” fraud scheme, 188 Symantec Corporation, 897 System 1/System thinking, 41 Szeremi, Beatrix, 46 T T-Mobile, 985 Tacking, 1093 “Take it or leave it” (adhesion contracts), 358 Takeovers, 877 business judgment rule, 880 guidelines, 881 defenses asset lockup (scorched earth strategy), 879 blank check preferred stock, 879 disqualifying directors, 879 greenmail, 879 poison pill (shareholder rights plan), 878 staggered board of directors, 879 supermajority voting, 879 hostile, common scenarios, 868 legislation, 881 state statutes, 882 Williams Act (federal), 881–882 methods buy company’s assets, 878 buy stock (tender offer), 878 merger, 878 Takings Clause, 125 See also Fifth Amendment Tanana Valley Medical-Surgical Group, Inc., 727 Target, 254 Copyright 2019 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part WCN 02-200-203 Copyright 2019 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 www.downloadslide.net Index Tax Court, 146 Taxes, corporations vs LLC, 793e Tea party movement, 114 Technology challenges to reasonable expectations of privacy, 181–182 See also Digital world; Electronic contracts and signatures Telemarketing, 1004 Telephone Consumer Protection Act (TCPA), 1004 Telemarketing Sales Rule, 1004 Temporary possession, 528 Tempur-Pedic, 975–976, 993 Ten Commandments, 42 Tenaglia, Dominic, 1114 Tenancy in common, 1087 by the entirety, 1089–1090 periodic, 1097 at sufferance, 1098 at will, 1097 for years, 1097 Tenants in demesne, Tender offer, 878 Term partnership, 828 Termarco, Paul, 1084, 1093 Terminating a partnership, 828 continuation of partnership business, 830 financial settlement, 830–831 dissociation, 803, 828, 829e liability of dissociated partner to outsiders, 831 liability of dissociated partner to partnership, 831 rightful vs wrongful, 828–830 of the partnership business, 831 dissolution, 831–832 distribution of proceeds, 833 liability during winding up, 833 termination, 834 winding up, 832–833 Termination statement, 610 Testator/testatrix (estate planning definition), 1134 Teton River dam, and incomplete environmental impact statement, 1047 Texaco, 79, 220–221, 220e Thanksgiving Coffee Co., 951 Theft, and fraud, 213 Third party assignment, 413–418, 414e beneficiary, 410 incidental beneficiary, 412 intended beneficiary, 410–411 delegation of duties, 413, 419–422, 420e Thirteenth Amendment, 754 Thomas, Clarence, 759 Thornton, Robert, 729 365-Day Calendar, 1074 Tiffany, 1074 Tiffany & Company, 189 Timberland, 51 Time of the essence clause, 439 Tithing/tithingman, Title, 528 imperfect bona fide purchaser, 532–533 entrustment, 533 passing of, 530 voidable, 532 warranty, 544 See also Legal interest and title Title VII See Civil Rights Act of 1964 TiVo, 1074 Todd, Carol, 929 Tom Sawyer, 1067 Tort, 207 Tort law categories, 208 in employment security, 728 defamation, 728–729 workplace bullying, 729 tort reform issues, 219 See also Business torts; Damages; Intentional torts; Law of privacy; Negligence Tort reform, 245 Tortious interference with business relations/a contract/a prospective advantage See Business torts Total shareholder return, 900 Touche, Niven & Co., 676–677 Toxic Substances Control Act (TSCA) existing chemical testing requirements (2016 amendment), 1045–1046 new chemical testing regulations, 1045 Toxic succession, 1044 Toyota, 986 Tracing (by auditor), 671 Trade acceptance, 620 Trade secrets, 1077–1079 Economic Espionage Act of 1996, 1079 Uniform Trade Secrets Act (UTSA), 1078 vs patent choice, 1078 Trademark Trial and Appeals Board, 1075 Trademarks, 1073 criteria for validity, 1074 descriptive marks/direct or secondary meaning, 1074 fanciful/arbitrary marks, 1074 suggestive marks, 1074 dilution (blurring/tarnishment), 1077 excluded categories, 1074–1075 I27 infringement, 1075–1076 international treaties Madrid Agreement, 1077 Paris Convention, 1077 Trademark Law Treaty, 1077 registration, 1073 types certification marks indicating standards met, 1073 collective marks for organizations, 1073 service marks on services, 1073 trademarks on goods, 1073 Transfer warranties, 651–652 vs signature liability, 653 TransUnion, 1015 Treasury stock, 848 Treaties, 68–74 critical to international business, 68 CISG, 61, 73–74 GATS, 71 GATT (and WTO), 69–70 NAFTA See North American Free Trade Agreement regional trade agreements (RTAs), 71 TRIPS, 71 vocabulary, 68 Trespass, 213 Trespasser, 231 landowner’s special duty/liability level for adult, 231 for child, 231 Trial (and appeal) process, 160 appeals, 164–165 appeals court options, 164–165 precedent, 164 criminal/civil cases similarities, 186 trial, 160–164 burden of proof, 161, 161e closing arguments, 163 defendant’s case, 163 jury instructions, 163 jury (right to), 160 motion for directed verdict, 162–163 motions after the verdict, 164 opening statements, 161 plaintiff ’s case, 161–162 rules of evidence, 162 verdict, 163–164 voir dire, 160–161 Trial courts federal, 146 state, 140 See also Jurisdiction TripAdvisor, 266 Tripp, Linda, 261 TRIPS See Agreement on Trade Related Aspects of Intellectual Property Truman, Harry, 709 Copyright 2019 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part WCN 02-200-203 Copyright 2019 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 www.downloadslide.net I28 Index Trump administration and automobile pollution standards, 1037 and Clean Power Plan regulation, 1036 and Paris Accord, 1036 Trusts See Estate planning Truth in Lending Act (TILA) applicability (conditions), 1007 disclosure, 1007 home equity installment loans amendments, 1009 mortgage lending practices amendments, 1008 qualified mortgages (QMs), 1008 regulations for mortgage servicers, 1008 reasons for, 1006 rescission, 1009 Tupella, John, 327 Turner, 878–879 Twain, Mark, 1067 Twitter, 155, 182, 253, 735 Live Crew, 124, 1069 Tying arrangement tied product, 991 tying product, 991 violations under Sherman and Clayton Acts, 991 Typos, 481–482 U Uber, 711–712 UCC (Uniform Commercial Code), 287–288, 502, 1125 application in U.S., 68 and assignment of security interests, 417–418 and battle of forms, 312–313 changes to common law for modifications (preexisting duty), 331–332 contract formation (basics), 507 wins tie, 503 and damages, 457 buyer’s remedies, 458–459 seller’s remedies, 457–458 exceptions for accord and satisfactions by check, 337–338 historical development of, 501 importance of, 501 and law of unconscionability, 358–359 and open terms, 309 gap-filler provisions, 310 outline of/types of contracts governed, 502t pro-business, 503, 517 remedies for fraud, 373 requirement and output contracts, 328–329 Statute of Frauds, 399, 509–510 basic rule, 398–399 merchants’ exception, 400 Statute of Frauds special circumstances, 400 admissions in court, 401 goods delivered or paid for, 401 specially manufactured goods, 401 See also Article (UCC); Article (UCC); Article (UCC) UCC-3 statement, 610 UETA (Uniform Electronic Transactions Act), 397–398 ULP (unfair labor practice), 740, 744 Ultrahazardous activity, 240 Ultramares Corp., 676–677 Ultramares doctrine, 676–677 UN Commission on International Trade Law (UNCITRAL), 61 UN Convention Against Corruption, 196 UN Convention on Contracts for the International Sale of Goods (CISG), 73–74 UN Intergovernmental Panel on Climate Change, 1035 UN site, 709 UN (United Nations) agencies, 61 Charter, 60–61 governance, 61 Unattractiveness, not a Title VII protected category, 764 Unauthorized agent, and agent’s liability for contracts, 708–709, 709e Unavoidably unsafe prescription drugs, 245 Unconscionable contracts, 357–359 adhesion contracts, 358 elements procedural unconscionability, 358 substantive unconscionability, 358 and UCC, 358–359, 506 Under Armour, 851 Underwriting, 952 Undisclosed principal, and agent’s liability for contracts, 708–709, 709e Undue influence (claims to rescind contract), 382 Unenforceable agreement, 285 Unethical behavior “for others” trap (rationalization type), 36 in your organization (responses to), 43 case example, 44–46 exit, 44 loyalty, 43 voice, 44 Unfair labor practices (ULPs), 740, 744 Unidentified principal, and agent’s liability for contracts, 708 Unified Partnership Act (UPA), 815 Uniform Anatomical Gift Act (UAGA), 1143 Uniform Commercial Code See UCC (Uniform Commercial Code) Uniform Electronic Transactions Act (UETA), 397–398 Uniform Fiduciary Access to Digital Assets Act, 1141 Uniform Foreign Money Judgments Recognition Act, 79 Uniform Limited Liability Company Act (ULLCA), 796 Uniform Probate Code (UPC), 1135, 1138, 1142 Uniform Trade Secrets Act (UTSA), 1078 Unilateral contract, 284 Unilateral mistake, 376 factual errors to rescind contract, 377 knowledge of error, 377 mathematical and mechanical errors, 377 unconscionability, 377 Unintentional partnerships, 815 Union Pacific, 733 United Airlines, 316 United Nations See UN United States, fossil fuel use and global warming, 1031 United States Courts of Appeals, 145e, 146, 147f United States District Court, 146 United States Supreme Court, 147 Universal Music, 1072 Universal Service Fund Telephone Billing Practices Litigation, 155 n University of Chicago, 977, 979 University of Oklahoma, 964 University of Pittsburgh Medical Center, 737 University of Texas Southwestern Medical Center, 762 University of Virginia, 44 Unliquidated debt, 335 accord and satisfaction by check, 335 Uno Chicago Grill, 25 Unocal decision, 868–869, 882 UPS, 761, 769 (The) UPS Store, 805 U.S Bureau of the Mint, 304 U.S Claims Court, 146 U.S Congress, 90 committees, 90 U.S Constitution, 6–7 Article I, Article I, section, 8, 115 Copyright 2019 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part WCN 02-200-203 Copyright 2019 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 www.downloadslide.net Index Article II, 118 Article III, 118 Article VI, 117 branches of government, checks and balances, compromises about power, 114 Copyright Clause, 1067 creation of (principles), 113–114 individual rights, 114 separation of powers, 114 employment discrimination prohibition, 755 fundamental rights, 8–9 influences on, interstate commerce, 115–116 as model, 75 overview, 113 powers granted, 121e congressional power, 114–117 executive power, 118 judicial power, 118–119 protected rights, 120 See also individual amendments See also Constitutional law U.S Consumer Product Safety Commission, 101 U.S Court of International Trade, 146 U.S Department of Defense, 282 U.S law, application abroad, 75–76 U.S Trustee, 921 Usage of trade, 559 User-generated content, 265 Usury, 348 and credit card debt, 348–349 Usury statutes, 1005 Utilitarianism/utilitarian ethics, 30 Utter (of forged instrument), 658 V Valid contract, 285 Value as part of consideration contract element, 325 act, 325 by holder in due course, 627 for security interest, 589 Value-based care, 1144 Vanlandingham, Les and Martha, 1100–1101 Variance (to zoning laws), 1095 Vavra, Milos, 527 Veil of ignorance, 31 Verdict, 163–164 directed, 162–163 VeriFone, 966 Verio, Inc., 315–316 Verizon, 263, 265 Veto, 90 Vienna Convention on the Law of Treaties, 68 Violence (threats of ) and free speech, 267 Virginia Tech, 232 Visa, 980 Visigoths, Vitamin C, 980 Vlasic Food Products Co., 702 Vogel, John, 206, 208 Voice, as response to unethical behavior in your organization, 44 Void agreement, 285 illegal agreement, 345, 367 vs unenforceable agreement, 390 Voidable contract, 285, 367 restitution, 463 Voidable title, 532 Voir dire, 160–161 Voluntary act (state of mind of criminal defendant), 177 Voter referendum, 12 Vouching (by auditor), 670–671 VRBO, 1097 W W J Howey Co., 947 W R Grace & Co., 374 Wagner Act See National Labor Relations Act (NLRA) Waiver clause, 418 Walker, Rashad, 179 The Wall Street Journal, 889 “Wall Street walk,” 891 Wallace, Kerry, 1153 Walmart, 929, 986, 1043 Walton, Kenneth, 189 Warby Parker, 802 Warhol, Andy, 1069 Warrant, 178–179 Warranties, 538 buyer’s misuse, 549 disclaimers, 544 implied warranties, 545 oral express warranties, 545 written express warranties, 545 express warranties, 538, 540 affirmation of fact or promise, 540 basis of bargain, 541 description of goods, 540 sample or model, 540 implied, 542 of fitness for a particular purpose, 543–544 of habitability (for rented property), 1100–1101 of merchantability, 542–543 title and infringement, 544 Magnuson-Moss Warranty Act, 1019–1020 privity, 547–548 economic loss, 548 personal injury, 548 remedy limitations, 546–547 consequential damages, 547 statute of limitations and notice of breach, 549 Warranty liability basic rules, 650–651 presentment warranties, 653–654 transfer warranties, 651–652 Warrior Fitness, 694–695 Washington Redskins, 1075 Waste disposal See Environmental awareness/waste disposal Waste Management, 668 Water pollution See Environmental awareness/water pollution Waters of the United States (WOTUS) rule, 1039 Watts, Kristy, 188 Websites challenge to reasonable expectation of privacy, 181 localization, 859 n 10 Weight Watchers, 1073 Wells Fargo, 904, 905, 1006, 1015 n 10 West, John, 804 Whistleblowing, 683, 731–732 Whistleblower Protection Act, 732 White-collar crime, 174 White, Edward, 977 White, Garvey B., 1136 Whitehead, Mary Beth, 282 Whitman, Meg, 890 Wieber, Karrie, 237 Wierdsma ethics case example, 46–47 Wightman, Michelle, 237 Wild, Deana, 1149 William the Conqueror, 4–5, 65 Williams Act, 881–882 Wills See Estate planning Wilson, Woodrow, 845 Windows, 1074 Winfrey, Oprah, 738 Wire fraud, 188 Wiretap Act, 260 Wiretapping, 260–261 Workplace crimes, 193 and non-compete agreements, 352 and privacy, 256, 263 Workplace freedom, 732 off-duty activities, 732 Copyright 2019 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part WCN 02-200-203 Copyright 2019 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 I29 www.downloadslide.net I30 Index Workplace freedom (continued) alcohol/drug use (government employers), 733 alcohol/drug use (private employers), 733 lifestyle laws, 732 smoking, 733 right to free speech National Labor Relations Act (NLRA), 733 polygraph tests, 736 privacy on social media, 735 social media policies, 735 Workplace safety employee data, 737 guns, 737 See also Occupational Safety and Health Act of 1970 (OSHA) World Bank, 61 World Court See International Court of Justice (ICJ) World Intellectual Property Organization (WIPO), 61, 1065 World Trade Organization (WTO), 69 Appellate Body, 70 Dispute Settlement Body (DSB), 70 dispute settlement powers, 70 principles, 69–70 and trade-related aspects of intellectual property rights (TRIPS), 1065 U.S.–Antigua compliance case, 71–72 See also GATT; Treaties World Wide Web, 264–265 See also Digital world WorldCom, 668 World’s legal systems See International law/legal systems Wrigley Field, 875 Writ of certiorari, 147 Writing to assign rights, 416 requirement for instrument negotiability, 622 Writing (contract agreement checklist item) agreements which must be in writing, 390 agreements that cannot be performed within one year, 392–394 promise made by executor of an estate, 395 promise made in consideration of marriage, 395 promise to pay the debt of another, 394–395 sale of goods of $500 or more, 390, 398–401 transfer of an interest in land, 390–392 electronic contracts and signatures, 397–398 parol evidence, 401–402 fraud, misrepresentation, or duress exception, 403 incomplete or ambiguous contract exception, 403, 480 requirements of writing, 395 certain and complete (reasonable certainty), 396 signature, 395–396 and Statute of Frauds, 390 in unenforceable agreements incompleteness, 396 vagueness, 396–397, 477–480 See also Parole evidence; UCC (Uniform Commercial Code)/Statute of Frauds Wrongful discharge (violating public policy), 725 exercising a legal right, 726 refusing to violate the law, 725–726 supporting societal values, 726 X Xerox Corp, 1074 Y Yahoo, 253, 269, 764 Yale, 979 Yellowstone National Park, 731 Yoplait, 51 Young, Peggy, 769 YouTube, 1058 safe harbor provision, 1072 Yuma County Corp., 309 Z Zappos, 315 Zeckendorf, William, 708–709 Zerby, Steven, 233 Zombie directors, 898 Zuckerberg, Mark, 254, 841, 846 as incorporator, 847 as promoter of a corporation, 842 Zynga, 851 Copyright 2019 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part WCN 02-200-203 Copyright 2019 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 www.downloadslide.net Copyright 2019 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part WCN 02-200-203 Copyright 2019 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 www.downloadslide.net Copyright 2019 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part WCN 02-200-203 Copyright 2019 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 www.downloadslide.net Copyright 2019 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part WCN 02-200-203 Copyright 2019 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 www.downloadslide.net Copyright 2019 Cengage Learning All Rights Reserved May not be copied, scanned, or duplicated, in whole or in part WCN 02-200-203 Copyright 2019 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 ... out, the courts will not force the agent and principal to stay together Either party always has the power to terminate They may not, however, have the right If one party’s departure from the agency... bear the loss What is the fair result? The law takes the view that the principal is liable, not the third party, if the principal, by word or deed, allowed the third party to believe that the. .. that the two parties are agent and principal If Horace sells his car to Lily, they both expect to benefit under the contract, but neither has a fiduciary duty to the other and neither controls the