BUSI 4000 Lectures 1 19

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Lecture notes, lectures 1-19
Business Law I (Memorial University Of Newfoundland)
Distributing prohibited | Downloaded by Fahad Bashar (fahadbashar@gmail.com)

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Knowledge Of The Law As A Business Asset

Knowledge of law as a business asset:
Law affects every aspect of society, including the business environment
Knowledge of the law helps entrepreneurs maximize protection and avoid
pitfalls
The law affects most business decisions
Business Law:
A set of established rules governing commercial relationships, including
the enforcement of rights
What is the enforcement of rights?
Defines general rules of commerce
Protects property and (intangible) ideas
Provides mechanisms that permit business people to select their desired
degree of participation and exposure to risk in business ventures
Seeks to ensure that losses are borne by those who are responsible for
them
Facilitates planning by ensuring compliance with commitments
How is the law useful in the business environment?

Facilitates business planning and ensures compliance with commitments.
Provides mechanism that permit business people to manage their
participation in business activities and exposure to risk in business
ventures
Seeks to ensure that losses are borne by those who are responsible for
them
The law affects most business decisions from development of the basic
business idea to its implementation (financing, hiring, production,
marketing and sales)
Law = a set of rules and principles guiding conduct in society
Business Law Protects People and Property

The most familiar purpose of the law is to provide protection
Those who violate the Criminal Code of Canada-- such as breaking into
another persons house, assaulting someone, or committing a commercial
fraud are subject to criminal sanctions such as fines or imprisonment

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Business Application of the Law:

How does business law protect intangible ideas such as ideas and
inventions?
That video about the fake safety labels on lights and stuff sold at San
Fransisco aka Spencers Gifts
International Perspective: US Spam Laws:

How does business law protect the privacy of individuals?
Personal Information Protection and Electronic Documents Act (PIPEDA)
Business are required to adequately protect their customers personal
information or be subject to fines of up to $100,000.
Business Law Facilitates Interactions:

Business law assists with many personal interactions, such as providing
rules concerning marriage or the disposal of property upon the owners
death.
Business law facilitates commercial activity by providing rules governing
the marketplace.
Age of majority = The age at which a person becomes an adult for legal
purposes. (18 to 19 in Canada depending on province)
Business Law Facilitates Commercial Activity

CONTRACT LAW Rules that make agreements binding and facilitate
planning and enforcement expectations.
No contracts can recite and provide all contingencies there will be
some issues left unstated, but often both parties will overcome
these omissions and be guided by the original intent behind the
contractual relationship.
BREACH OF CONTRACT Failure to comply with a contractual promise
Business Law provides methods for solving disputes:
Litigation The process involved when one sues another using the formal
court system.

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Should all disputes be litigated? Ask:

Are legal proceedings absolutely necessary right now?
Is there a relationship-preserving way to resolve the problem?
Are there alternatives to litigation? Negotiation, Mediation,
Arbitration
Negotiation:
Solutions to a legal dispute exist at various levels of formality.
The first logical step is for the parties to try to come to a negotiated
resolution between themselves.
If necessary, a formalized settlement agreement can be created.
Mediation:
A process through which parties try to reach a resolution with the
assistance of a neutral person (a mediator)
Arbitration:
A process through which a neutral person (or panel) makes a decision
Arbitration is usually binding. ( ????)
BUSINESS ETHICS Moral principles and values that seek to determine right
and wrong in the business world.
Principles of commercial morality, fairness, and honesty
From the perspective of reputation and profitability, is it enough for a
commercial enterprise to simply comply with the law?
Ex: Inhumane killing of sled dogs in BC
Using Knowledge of the law as a business asset:

knowledge of the law can assist owners and managers in reaching
their goals and objectives.
An effective way to minimize negative business experience and enhance
returns is to implement a legal risk management plan.
Legal Risk Management Plan A comprehensive action plan
for dealing with the legal risks involved in operating a
business.

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Owners and managers can protect their business by ensuring compliance

with legal requirements.
Businesses can use contracts to plan for the future.
Laws can protect people and property.
Businesses can use laws to enforce legal rules against those who do
business and have interactions with the enterprise.
Identify the legal risks associated with a business and implement
measures for managing those risks.
Identify and plan for risks before they occur rather than adopting the
reactive mode.
Business ethics are not always coextensive with legal requirements but
are increasingly important for running a successful business.

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The Canadian Legal System 10/7/2015 11:56:00 PM
The Canadian Legal System:

Is the machinery that comprises and regulates government
Divided into 3 branches:
o Legislative: creates law in the form of statutes and regulations,
creates statute law.
o Executive/Statute Law: formulates and implements government
policy and law Formal, written laws created or enacted by the
legislative branch of government
o Judicial: adjudicates on disputes, the power that a given level of
government has to enact laws.
Government policy = the central ideas or principles that guide government

in its work, including the kind of law it passes.
The Canadian Constitution:

Constitutional law = supreme law of Canada, is charged with ascertaining
and enforcing limits on the exercise of power by the branches of
government, also upholding the values of a nation. these values are
tied to the political philosophy known as liberalism
Liberalism = a political philosophy that emphasizes individual freedom as its

key organizing value.
The Canadian constitution is contained in several different documents.


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Managing Legal Risks Chapter 3
Legal Risk Management Plan:

A comprehensive action plan for dealing with the legal risks involved in
operating a business.
Involves the cooperation of managers and employees at every level
May use a variety of methods, such as surveying, interviewing managers
and employees, forming committees, or convening a panel of experts
To create:
Step One: Identify the legal risks
Assess the organizations functional areas.
Review the organizations business decisions.
Examine the organizations business relationships.
Analyze the organizations operations and transactions.
Examples vary for different types of businesses but some
examples would beBusiness could harm the environment
and result in prosecution under environmental legislation or
civil actions by affected people; Employee harassment could
result in human rights investigations; Aggressive marketing
could result in investigation under the federal Competition
Act; Machine breakdown could result in a loss of production
and an inability to fulfill contracts, resulting in lawsuits for
breach of contract.
Step Two: Evaluate the risks.
Assess the probability and severity of a loss
Step Three: Devise a risk management plan.
Avoid or eliminate the risk.
Reduce the risk.

Transfer the risk.

Retain the risk. How? Self-insurance (The organization can
establish a funded reserve), Insurance policy deductibles (The
organization can retain risks to a certain dollar amount),
Noninsurance (The organization can charge losses as an expense
item)
Step Four: Implement the plan.
Carry out
Monitor and revise.

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Reacting when prevention fails:

React quickly and in a positive fashion:
Maple Leaf Foods and Johnson & Johnson immediately recalled
products.
Use a prominent spokesperson to tell the companys side of the
story and, as appropriate, publicly apologize
Explain how the problem occurred and what the company is doing
to fix it
Johnson & Johnson introduced tamper-resistant bottles & Maple
Leaf Foods improved its cleaning processes and inspection systems.
Use appropriate messages in different media:
the companies expressed concern for the victims and did not argue
whether it was responsible.
Be open and consistent in acknowledging the problem and the
companys role in the problem.
Review:
A business can manage its legal environment by:
assessing that environment
developing a risk management plan
reacting to changes in the legal environment
managing its legal services

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Dispute Resolution 10/7/2015 11:56:00 PM
How business activities can lead to disputes:

Pollution incident
Motor vehicle accident
Hacking attempt
Bylaw changes
Delinquent customers
Equipment breakdown
Dissatisfied customers
Damaged goods
Problem employees
Is litigation the only option for resolving legal disputes?

Alternative Dispute resolution (ADR) A range of options for resolving
disputes other than litigation
Advantages to ADR = preserve confidentiality, preserve relationships, less
costly, less time-consuming, AND each side can agree on an outcome it
can live with, whereas in litigation, only one side can win.
Options = Negotiation, Mediation, Arbitration
NEGOTIATION = A problem-solving process in which parties discuss their
differences and attempt to reach a mutually agreeable resolution.
Can be used to resolve virtually any type of dispute
Lawyers can be of assistance.
Not advisable when.. if the loss is one for which there is insurance,
the insurer should carry out the negotiations or insurance coverage
can be jeopardized.
MEDIATION = A neutral person, called a mediator, assists the parties in
reaching a settlement of their dispute.
Can be used for most disputes
Parties choose the mediator
ARBITRATION = A third person(s), called an arbitrator, appointed by the
parties makes a decision. It is similar to litigation in that it usually
involves a hearing where the parties or their representatives make
submissions and the resolution is outside the control of the parties.
Works particularly well for most commercial and business disputes
because the parties can select an arbitrator with relevant
experience and keep commercially sensitive information private.

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4 Stages in most lawsuits:

Pleadings Each side files formal documents setting out
their claims and defences.
Discovery Each side shares its evidence and cross-
examines the other to gather evidence.
Trial and decision Costs will normally be paid for by the
loser.
Enforcement Winner can collect judgment by using seizure
and garnishment procedures.

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10/7/2015 11:56:00 PM

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Forming Contractual Relations 10/7/2015 11:56:00 PM
Legal Ingredients of a contract:

1. Offer
2. Acceptance
3. Consideration
4. Intention OACI
Offer:
The starting point for all contracts
One party makes a promise to enter into a contract on specified terms
(the offer), as soon as the offer is accepted.
Only a complete offer can form the basis of a contract.
Whats a complete offer?
OFFER versus INVITATION TO TREAT

Most advertisements and displays of goods in stores are invitations to
treat.
Invitation to treat is not an offer and is only treated in law as an
expression of willingness to do business.
Display of goods = invitation to treat
Customer takes items to cash = offer to purchase at sticker price
Clerk takes payment = acceptance of offer
Standard Form Contract:

A take it or leave it contract
Customer agrees to a standard set of terms that favours the other side
The law expects people to take care of themselves.
Critical to read and understand the contract before signing it
Ex: itunes customer terms
The Parties to a Contract:

OFFEROR The person who makes an offer
OFFEREE The person to whom an offer is made
The Offer may be terminated by:

1. Revocation Withdrawal of an offer

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2. Lapse Expiration of an offer after a specified or reasonable

period
3. Rejection The refusal to accept an offer
4. Counteroffer Turning down an offer and proposing a new one
in its place
5. Death or insanity RLRCD
Revocation of an Offer:
The offeror can revoke an offer at any time before acceptance upon
notifying the offeree of withdrawal.
Upon revocation, the offer ceases to exist.
OPTION AGREEMENTS An agreement where, in exchange for payment,
an offeror is obligated to keep an offer open for a specified time. It is a
separate contract that may or may not lead to the acceptance of the
offer.
Firm Offers:
The law permits offerors to revoke their offers despite a promise to leave
the offer open for a set period of time (called a firm offer).
Enforceable only if the other party has purchased it or otherwise has
given the offeror something in return for the commitment (option
agreement)
Special Rules for Revocation in Tendering Situations:

Call for tenders is an offer of a preliminary contract.
Tender and the owner obligated to follow the rules governing the tender
selection process (what is the tendering selection process?)
Everyone who submits a tender is accepting the offer of a contract
to govern the relationship between parties.
Lapse of an Offer:
Offer may expire on a specified date
Offer ends and can no longer be accepted
If no expiry date is specified, then it remains open for a reasonable time

Reasonable time depends on the circumstances of the case

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Rejection and Counteroffers:

REJECTION Offer is automatically terminated if rejected by offeree
COUNTEROFFER A form of rejection that automatically terminates the
original offer
Death or Insanity of either party:

Offers generally die if the offeror or offeree dies.
As a general rule, someone who is sane at the time of the offer but
becomes insane before acceptance would not be bound.
Acceptance:
Occurs when the offeree indicates an unqualified willingness to enter into
a contract on the terms in the offer
Contract comes into existence at the moment of acceptance.
Acceptance must normally be communicated to the other party to be
effective.
Communication of Acceptance:
If a method of acceptance is specified, then this method is
mandatory.
If not specified, then in any manner that is reasonable in the
circumstances
Acceptance can be indicated by conduct.
Electronic Business Contracts:

Governed by the same rules as all contracts
When does offer and acceptance occur in the digital environment?
Separate agreement between electronic trading partners solves this
problem.
Uniform Electronic Commerce Act:
Removes barriers to electronic commerce
Basis for provincial and federal electronic commerce
legislation.
Provides that acceptance of an offer can be made electronically

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Specifies when a message is sent and when it is received,

but it does not specify where an acceptance becomes
effective
Unless electronic traders specify where acceptance becomes
effective, the question of where an electronic contract is formed will
be presumably decided on a case-by-case basis.
Consideration:
A price must be paid for a promise.
Each party must give something of value for receiving something of value
from the other.
Gratuitous promise A promise for which no consideration/no contract
May be other than money, such as goods or services, as long as
something of value
Can even be a promise not to do something, such as a promise
not to continue in a lawsuit in exchange for a settlement
The adequacy of consideration is normally not open to challenge.
Promises Enforceable without consideration: not on midterm

PROMISE UNDER SEAL
o Once a seal is affixed, it is evidence of serious intent and
acknowledgment that the contract is enforceable.
o No further consideration is necessary.
o Example: Contracts of Guarantee
PROMISSORY ESTOPPEL
Someone who relies on a gratuitous promise may be able to enforce it
Usable only as a defence to legal claims made by the promise-breaker
Necessary factors Reliance on anothers promise to change your
position, and you are above reproach
PARTIAL PAYMENT OF A DEBT
At common law, a gratuitous promise to accept a lesser amount left the
creditor free to sue for the balance.
In some provinces, this has been altered by statute, so that creditor
cannot sue for the balance once a lesser amount has been accepted.
Pre-existing Legal Duties:

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A legal obligation that a person already owes cannot be used as

consideration for a new promise.
What is the rationale for this rule?
Intention:
Promise at issue must have been intended to be a contractual one.
If a business relationship, intention is presumed by the courts.
Family agreements Common law presumes that promises are non-
contractual but presumption is subject to rebuttal.

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Terms of a Contract 10/7/2015 11:56:00 PM
The Content of a Contract:

EXPRESS TERMS Terms of the contract that state or make explicit
one partys promise to another.
IMPLIED TERMS Terms that are not expressly included in a contract but
that are necessary to give effect to the parties intention. A judge may
imply terms in a contract to make the contract workable.
Examples:
Terms imposed for business efficacy to make the contract
workable
Customs in the trade of the transaction
If the parties have contracted in the past, it may be possible to
imply that the current contract contains the same terms.
Statutory requirements For example, the Sale of Goods Act
makes certain provisions mandatory in contracts, unless specifically
excluded by the contract
Contractual quantum meruit
How do courts interpret contracts?

Vague or Ambiguous Language?
Courts are required to enforce the contract as it is written and to rely
primarily on the plain, ordinary meaning of the words that the parties
have chosen.
The court assigns as reasonable a meaning as possible to vague or
ambiguous terms.
If the contract has been drafted by one of the parties, any
ambiguity in language will be construed against that party in
favour of the other.
Parole Evidence Rule:

A rule that limits the outside evidence a party can introduce concerning
the contents of a contract that has been put in writing.
The rule forbids outside evidence as to the terms of a contract when the
language of the written contract is clear and the document is intended to
be the sole source of contractual content.

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Contractual Quantum Meruit

Awarding one party a reasonable sum for the goods and services
provided under a contract where the contract was not completed
or where a price was not agreed upon but there was an implied
promise to pay
Avoiding Implied Terms:

How can businesses avoid having terms implied into a contract?
Enter Contract Clause: Term in the contract in which the parties
agree that their contract is complete as written
Are used to ensure application of the parol evidence rule
Business and Legislation:

Evidence of Electronic Contracts
UNIFORM ELECTRONIC EVIDENCE ACT (UEEA)
The person seeking to introduce an electronic record has the burden of
proving its authenticity.
Contractual Terms of Managing Risk:

CHANGED CIRCUMSTANCES: Circumstances may arise that prevent a party
from performing its contractual obligations.
Law permits the use of contractual terms as a buffer against future,
uncertain events to limit liability.
CONDITIONAL AGREEMENTS:
Condition subsequent A condition that, when it occurs, brings an
existing contract to an end
Condition precedent A condition that, until it occurs, suspends the
parties contractual obligations to perform their contractual
obligations
Purchasers of real estate may rely on the conditional agreement by
making the contractual obligation to buy and sell subject to
financing, rezoning, subdivision approval.
Managing Liability:
LIABILITY MAY BE MANAGED BY:

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LIMITATION OF LIABILITY CAUSE Term of a contract that limits

liability for breach to something less than what would otherwise
be recoverable
EXEMPTION CLAUSE Term of a contract that identifies events
causing loss for which there is no liability
LIQUIDATED DAMAGES CLAUSE Term of a contract that specifies
how much one party must pay the other in the event of breach
STANDARD FORM CONTRACTS

A contract in which the main terms cannot be changed through
negotiations.
Common for obtaining a credit card, renting a car, buying insurance, or
signing a guarantee of anothers debt.
Parties are expected to protect their own interests and ensure they
understand the terms before accepting them.
Technology and the Law:

SHRINK-WRAP AGREEMENT An agreement whose terms are
enclosed with a product such as prepackaged software.
CLICK-WRAP AGREEMENT An agreement that appears on a users
computer screen when a user attempts to download software or
purchase goods (also referred to as a licence)
BROWSE-WRAP AGREEMENT User agrees that by virtue of
accessing the website he or she is bound by the terms of use
associated with the website.
The Terms of a contract:

The terms may be expressed, as when they have been specifically
mentioned and agreed upon by the parties, or they may be implied.
An important evidential rule that guides a judge is known as the parol
evidence rule.
Parties can bargain for what will be payable in the event of breach.
Courts may refuse to apply a clause that disadvantages a consumer if the
business in question failed to take reasonable steps to ensure that the
consumer was alerted.

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Non-Enforcement of Contracts Sarah Mathews
The Importance of Enforcing Contracts:

Normally, the law is concerned with enforcing contracts, and it is difficult
to back out once you have entered into a contract.
Why?
Otherwise, the value of contracts would be lost.
Exceptions to the general rule that a contract is enforceable:

Sometimes, however, it is necessary for the court to intervene and allow
a party to cancel or to avoid a contract.
Situations where the court may allow a party to avoid a contract:
Where there is a relationship between the parties
Where one party has misrepresented an important fact
Where an important mistake has been made
Where there is a defect within the contract itself
Voidable/Void Contracts:
VOIDABLE CONTRACT A contract that in certain circumstances an
aggrieved party can choose to keep in force or bring to an end
VOID CONTRACT A contract involving a defect so substantial that it is of
no force or effect
Contracts based on unequal relationships:
LACK OF LEGAL CAPACITY TO CONTRACT

The law assumes that individuals and organizations have the legal
capacity to form contracts.
However, children and those with mental incapacities are given special
legal protection.
MINORS: under the age of majority

General rule: Minors are not obligated by the contracts they make
these are usually voidable at the option of the minor.
When a minor reaches the age of majority, contracts formed when
minor remain unenforceable against the minor UNLESS the now of-
age party expressly adopts or ratifies the agreement.

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Exception: If the agreement is of a permanent or continuous

nature. Minor must cancel on reaching the age of majority.
Exceptions: Minors are obligated by contracts for essentials known
as necessaries (for example, food, shelter, and so on that the
minor does not have already).

Minors are bound to beneficial contracts of service (if not unfair to
the minor).
MENTAL INCAPACITY
Parties must understand the nature and consequences of the
agreement.
Those impaired through illness, alcohol, or drugs may not
appreciate the nature and consequence of actions.
Must show other party knew you lacked capacity
DURESS The threat of physical or economic harm that results in a contract
UNDUE INFLUENCE Unfair manipulation that compromises someones free
will the contract is voidable at option of the victim (for example, a
contract between an elderly person and his or her caregiver).
UNCONSCIONABLE CONTRACTS Unfair contract formed when one party
takes advantage of the weakness of another
Two-step process to prove: proof of inequality between the parties
AND improvident bargain or proof of exploitation.
Misrepresentation:
Parties involved in negotiating a contract are usually not obligated to
volunteer information.
The basic rule is that both parties are to look out for their own interests,
and if they want information, they should ask for it.
A false statement of fact that causes someone to enter into a contract
may allow one party to cancel the contract.
Examples:
One party provides only partial information to the other side.
One party actively conceals the truth.
One party neglects to correct an earlier assertion that, when stated, was
correct but now no longer is so.
The parties are in a relationship requiring utmost good faith.
A statute imposes a positive obligation to disclose information.

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THE PLAINTIFF MUST PROVE THAT THE STATEMENT IS:

False, clear and unambiguous, material to the contract (it must be
significant to the decision of whether or not to enter into the
contract), one that actually induces the aggrieved party to enter
into the contract OR concerned with a fact and not an opinion
Categories of Actionable Misrepresentation:

FRAUDULENT MISREPRESENTATION Speaker has a deliberate intent to
mislead or makes a statement recklessly without knowing or believing it
is true
Remedy = rescission in contract, damages in tort
NEGLIGENT MISREPRESENTATION Speaker makes a statement recklessly
without knowing or believing that it is true
Remedy = Rescission in contract, damages in tort
INNOCENT MISREPRESENTATION Speaker has not been fraudulent or
negligent but has misrepresented a fact
Remedy = Rescission in contract
RESCISSION The remedy that results in the parties being returned to their
pre- contractual positions
Important Mistakes:
MISTAKE = An error made by one or both parties that seriously
undermines a contract, rarely accepted by the courts, the court is entitled
to set the contract aside as a remedy.
COMMON MISTAKE = Both parties to the agreement share the same
fundamental mistake, Only if the error is such that the contract deals with
a totally different thing from what the parties thought it was will the
contract be set aside on the basis of mistake.
Contracts Based on a Defect:

ILLEGAL CONTRACT Contract that cannot be enforced because it is
contrary to legislation or public policy
A contract is illegal if it: is contrary to a specific statute and/or violates
public policy
Illegal by statute = it contravenes legislation such as the criminal code,
competition act or the real estate and business broker act.

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Illegal by public policy = contracts that are considered to inure public

interest, International perspective = paying bribes to a foreign official
Writing as a requirement:
STATUTE OF FRAUDS Requires that certain contracts be in writing to be
enforceable
GUARANTEES A promise to pay the debt of someone else
Contracts not to be performed within a year
Contracts dealing with land
Contracts for sale of goods generally set between $30 and $50
Managing the risks of unenforceability review:

Are the parties to the contract under any legal incapacities?
Has one party taken unfair advantage of the other?
Has one party misled the other?
Has a substantial mistake been made?
Is the contract contrary to legislation or in violation of public policy?
Is the contract required to be in writing?

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Termination & Enforcement of Contracts Sarah Mathews
Several ways a contract can be brought to an end:

Through performance both parties have completed their contractual
obligations. (If performance is impossible or illegal, a serious breach can
release the innocent party from continuing with the contract)
Through agreement the parties are always free to bring the contract
to an end.
PERFORMANCE
Performance is complete when all implied and express promises have
been fulfilled.
Does not necessarily mean the relationship ends.
Parties may continue to do business by means of new, continuing, and
overlapping contracts.
PERFORMANCE BY OTHERS
Law distinguishes between those who have the contractual obligation and
those who may actually do the necessary work.
Vicarious performance Performance of contractual obligations through
others
PARTIES MAY AGREE TO:
enter into a whole new contract, known as novation
vary certain terms of the contract
end the contract
substitute a party transferring one partys rights and obligations to
someone else; a limited form of novation
NOVATION The substitution of parties in a contract or the replacement of

one contract with another
Transfer of Contractual Rights:

ASSIGNMENT OF A CONTRACT The transfer of a right by an assignor to an
assignee.
A creditor (the assignor) may assign the right to collect to another person
(the assignee) without the agreement of the debtor.
To be effective, the debtor must have notice of the assignment so that
she knows to pay the assignee rather than the creditor.
Termination by Frustration:

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FRUSTRATION Termination of a contract by an unexpected event or

change that makes performance functionally impossible or illegal
Neither side is liable to the other for breach.
MUST ESTABLISH THAT:
event was dramatic and unforeseen
neither party had assumed risk of the matter occurring
event arose without being either partys fault
performance functionally impossible or illegal
Force Majeure Clause = Parties contractually define for themselves in

advance what events would frustrate the contract
Enforcement of Contracts:
Non-performance of contractual obligations may result in breach of
contract and a lawsuit.
BALANCE OF PROBABILITIES Proof that there is a better than 50%
chance that the circumstances of a contract are as the plaintiff contends

Proving Breach of Contract:

PLAINTIFF MUST DEMONSTRATE BEYOND THE BALANCE OF PROBABILITIES
THAT:
there is a contract between the parties
Only the parties to a contract can enforce the rights and obligations
it contains (privity).
there is a breach of contract
The other party failed to keep a promise or term in the contract.
there is an entitlement to a remedy
Plaintiff must demonstrate that he or she is entitled to the remedy
claimed.
Classification of the breach:

CONDITION An important term, which, if breached, gives the innocent
party the right to terminate the contract and claim damages
WARRANTY A minor term, which, if breached, gives the innocent party the
right to claim damages only

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INNOMINATE TERM A term that cannot easily be classified as either a

condition or a warranty
FUNDAMENTAL BREACH A breach of contract that affects the foundation of
the contract. Such a breach may render the entire contract, including the
exclusion clause, inoperative.
ANTICIPATORY BREACH A breach that occurs before the date for
performance
Defenses:
EXEMPTION OR LIMITATION OF LIABILITY CLAUSE Clause limiting or
excluding liability for breach
Entitlement to a remedy:
DAMAGES Monetary compensation for breach of contract or other
actionable wrong
REMOTENESS PRINCIPLE Defendant is responsible for reasonably
foreseeable damages suffered by the plaintiff. Pain, suffering, and
emotional distress are not generally accepted as being a consequence of
breach of contract.
Restrictions on damages:
TEST FOR REMOTENESS
Damages could have been anticipated.
Damages are reasonably foreseeable.
DUTY TO MITIGATE The obligation to take reasonable steps to minimize
the losses resulting from a breach of contract or other wrong
Equitable remedies = Special remedies that may be available where

damages are an inadequate remedy for breach of contract, for example,
Specific Performance
SPECIFIC PERFORMANCE Court order for the party who breached the
contract to do exactly what the contract obligated him to do.
INJUNCTION Promise not to engage in specified activities
INTERLOCUTORY INJUNCTION Order to refrain from doing something
for a limited period of time

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RESCISSION To restore the parties to the situation they were in before

the contract was formed
UNJUST ENRICHMENT Occurs when one party has undeservedly or
unjustly secured a benefit at the other partys expense
RESTITUTIONARY QUANTUM MERUIT An amount that is reasonable
given the benefit the plaintiff has conferred
Managing risk:
There are several risks that a business faces when the time comes to
perform a contract.
It may be that the business cannot perform at all or that when it does
perform, it does so deficiently.
A business can attend to these possibilities proactively or reactively.

lOMoARcPSD|1834134
10/27/2015 10:15:00 PM

lOMoARcPSD|1834134
Negligence- Chapter 11 10/27/2015 10:15:00 PM

lOMoARcPSD|1834134
Chapter 12 10/27/2015 10:15:00 PM
Make sure you understand negligence and the 4 steps, case analysis
would probably be bout negligence rather than other 4
Torts and Property Use:

Occupier = any person with a legal right to occupy premises or has some
degree of control over land or buildings on that land
Occupiers liability = describes the liability that occupiers have to anyone who
enters onto their land or property.
Occupiers Liability at Common Law:

- Liability was determined by classifying the visitor as a contract entrant,
invitee, licensee, or trespasser
- Contractual Entrant = any person who has paid (contracted) for the right
to enter the premises.
- Invitee = any person who comes into the property to provide the occupier
with a benefit.
- Licensee = any person whose presence is not a benefit to the occupier but
to which the occupier has no objection.
- Trespasser = any person who is not invited and whose presence is either
unknown to the occupier or is objected to by the occupier.
Occupiers Liability Legislation:

- Alberta, BC, Manitoba, Nova Scotia, Ontario and PEI have enacted
occupiers liability legislation.
- Attempts to simplify occupiers liability law.
- Provides for a high duty of care equivalent to the negligence standard.
- Duty owed to entrants who are on the property with express or implied
permission (at common law, contractual entrants, invitees, licensees)
- Occupier must not create deliberate harm or damage to trespassers
increased responsibility if trespassers are children.
Business Application of the law:

- slip and fall situations give rise to liability for negligence as well as under
occupiers liability legislation Business that fails to take reasonable care
to reduce . Not finished
- what risk management ..

lOMoARcPSD|1834134
Defenses to Occupiers Liability:

- Voluntary Assumption of Risk: duty to take reasonable care dos not apply
to risks voluntarily, but the defendant must show that the plaintiff assumed
both the physical and legal risks involved.
- Exclusion of liability clause
- Contributory negligence did somebody somehow contribute to their loss?
Ethical Considerations:
- the risk of spectator injury at NHL Games
- what arguments would be made by the club or arena occupier?
Tort of Nuisance: (slide 9)

- Attempts to address conflicts between neighbors stemming from land use
- Arises if an activity on an occupiers property unreasonably and
substantially interferes with the neighbors rights to enjoyment of his of her
property.
- Typically does not arise where the intrusion is only temporary.
Tort of Trespass: slide 10

- Protects a persons possession of land from wrongful interference
- The act of coming onto another persons property without the occupiers
express or implied consent
- used to resolving boundary/title disputes
- Injunction to stop trespassing is often the remedy of choice.
Tort of False Imprisonment:

- Unlawful detention or physical restraint or coercion by psychological means
- Victim must have been prevented from going where he or she has a lawful
right to be
- Occurs most often in retail setting, arising when . Didnt finish slide
Assault and Battery:

- usually occur consecutively but can also occur independently . Didnt finsi
hslide

lOMoARcPSD|1834134
Tort of Deceit:
- Misrepresentation that are made fraudulently or recklessly
Tort of Passing Off:

- Presenting anothers goods or services as ones own
Skip Injurious Falsehood at end of slide show
last two slides are review of lesson

lOMoARcPSD|1834134
Negligence- Chapter 11 10/27/2015 9:33:00 PM

lOMoARcPSD|1834134
Chapter 12 10/27/2015 9:33:00 PM
Make sure you understand negligence and the 4 steps, case analysis
would probably be bout negligence rather than other 4
Torts and Property Use:

Occupier = any person with a legal right to occupy premises or has some
degree of control over land or buildings on that land
Occupiers liability = describes the liability that occupiers have to anyone who
enters onto their land or property.
Occupiers Liability at Common Law:

- Liability was determined by classifying the visitor as a contract entrant,
invitee, licensee, or trespasser
- Contractual Entrant = any person who has paid (contracted) for the right
to enter the premises.
- Invitee = any person who comes into the property to provide the occupier
with a benefit.
- Licensee = any person whose presence is not a benefit to the occupier but
to which the occupier has no objection.
- Trespasser = any person who is not invited and whose presence is either
unknown to the occupier or is objected to by the occupier.
Occupiers Liability Legislation:

- Alberta, BC, Manitoba, Nova Scotia, Ontario and PEI have enacted
occupiers liability legislation.
- Attempts to simplify occupiers liability law.
- Provides for a high duty of care equivalent to the negligence standard.
- Duty owed to entrants who are on the property with express or implied
permission (at common law, contractual entrants, invitees, licensees)
- Occupier must not create deliberate harm or damage to trespassers
increased responsibility if trespassers are children.
Business Application of the law:

- slip and fall situations give rise to liability for negligence as well as under
occupiers liability legislation Business that fails to take reasonable care
to reduce . Not finished
- what risk management ..

lOMoARcPSD|1834134
Defenses to Occupiers Liability:

- Voluntary Assumption of Risk: duty to take reasonable care dos not apply
to risks voluntarily, but the defendant must show that the plaintiff assumed
both the physical and legal risks involved.
- Exclusion of liability clause
- Contributory negligence did somebody somehow contribute to their loss?
Ethical Considerations:
- the risk of spectator injury at NHL Games
- what arguments would be made by the club or arena occupier?
Tort of Nuisance: (slide 9)

- Attempts to address conflicts between neighbors stemming from land use
- Arises if an activity on an occupiers property unreasonably and
substantially interferes with the neighbors rights to enjoyment of his of her
property.
- Typically does not arise where the intrusion is only temporary.
Tort of Trespass: slide 10

- Protects a persons possession of land from wrongful interference
- The act of coming onto another persons property without the occupiers
express or implied consent
- used to resolving boundary/title disputes
- Injunction to stop trespassing is often the remedy of choice.
Tort of False Imprisonment:

- Unlawful detention or physical restraint or coercion by psychological means
- Victim must have been prevented from going where he or she has a lawful
right to be
- Occurs most often in retail setting, arising when . Didnt finish slide
Assault and Battery:

- usually occur consecutively but can also occur independently . Didnt finsi
hslide

lOMoARcPSD|1834134
Tort of Deceit:
- Misrepresentation that are made fraudulently or recklessly
Tort of Passing Off:

- Presenting anothers goods or services as ones own
Skip Injurious Falsehood at end of slide show
last two slides are review of lesson

lOMoARcPSD|1834134
The results of the creative process, such as ideas, the expression of ideas,
formulas, schemes, trademarks, and the like
Also refers to the protection attached to ideas through patent, copyright, trademark,
industrial design, and other similar laws
Copyright 2014 by Nelson Education Ltd. 1

lOMoARcPSD|1834134
Advertising jingles
Business and marketing plans
Recipes and formulas for making products
Manufacturing processes
Methods of extracting minerals
The distinctive name given to a product or service

lOMoARcPSD|1834134
Protect inventions and are essential to businesses in the pharmaceutical,

electronics, chemical, and manufacturing industries, as patents may be used to
exclude others from using new technology
A patent is a monopoly to make, use, or sell an invention.
Patent Act defines an invention as:
any new and useful art, process, machine, manufacture or composition of

matter or any new and useful improvement in any art, process, machine,
manufacture or composition of matter

lOMoARcPSD|1834134
Things that receive protection under other areas of law, such as software programs
as they receive protection under copyright law
Things that do not meet the definition of a patent, such as scientific principles
Things that are, for policy reasons, not patentable, such as methods of surgical
treatment

lOMoARcPSD|1834134
Is a Business Method Patentable?
(see p. 428 of the textbook)

lOMoARcPSD|1834134
The Harvard Mouse
Can new life created in a lab

be patented?

lOMoARcPSD|1834134
Timing of application is critical because of the first-to-file system
Patent application usually prepared by patent agent, a professional trained in

patent law and practice who can assist in the preparation of a patent application
Must apply to Canadian patent office

lOMoARcPSD|1834134
Two main parts to the application:
SPECIFICATIONS Description of the product and how it is made
CLAIMS The exclusive rights of the patent holder

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New The invention must be new or novel. An invention, however, need not be
absolutely new. It is new if it has not been disclosed publicly.
Useful The invention must solve some practical problem, and it must actually
work.
Unobvious There must be some ingenuity or inventive step involved in the

invention.

lOMoARcPSD|1834134
Must disclose discovery to the world, but:
in return, the inventor receives a monopoly over the invention for 20 years
process is costly and time-consuming
must evaluate the cost and benefits of pursuing patent

lOMoARcPSD|1834134
Another form of intellectual property
What features of consumer goods

may be protected by industrial
design legislation?
The visual features of shape,

configuration, pattern,
ornamentation or any combination of
these applied to a finished article of
manufacture

lOMoARcPSD|1834134
Provides protection for the appearance of mass-produced (i.e., numbering more

than 50) useful articles or objects
Requirements for registration must be original and novel
Disclosure or use of the design is a bar to registration unless it was within the year
prior to the filing of the application

lOMoARcPSD|1834134
APPLICATION
Normally consists of a written description and a graphic depiction, photograph,

or drawing
Owner is entitled to make the application
Basic principle is that the designer is the owner unless the design was ordered
and paid for by another

lOMoARcPSD|1834134
An industrial design registration lasts for 10 years.
On registration, the owner gets the exclusive right to make, import, or sell any
article in respect to which the design is registered.
Proper marking Capital D with a circle around it, name of the proprietor

lOMoARcPSD|1834134
A word, symbol, design, or any combination of these used to distinguish the source
of goods or services
Marking is not mandatory, but if marked may receive monetary damages

unmarked, injunction only

lOMoARcPSD|1834134
a word or slogan (Exxon) (Just Do It)
a design (McDonalds golden arches)
letters (ABC for laundry detergent)
numbers (Lotto 6/49)
a symbol (Nikes swoosh)
a distinguishing guise (Coca-Cola bottle)
and any combination of the above.

lOMoARcPSD|1834134
A shaping of wares or their container, or a mode of wrapping or packaging wares.
A colour may be claimed as part of a trademark
Example:
The distinctive Coca-Cola wave

lOMoARcPSD|1834134
Are closely related to trademarks and are also protected under trademark law
The name under which a sole proprietorship, a partnership, or a corporation

does business
The adoption of a trade name can prevent the adoption of a trademark

lOMoARcPSD|1834134
Unregistered trademarks are often referred to as common law trademarks.
Comes into existence when a business simply adopts and uses it
Infringement can be addressed through the tort of passing off

lOMoARcPSD|1834134
Applicant must demonstrate:
that he or she has title to the trademark
that the trademark is distinctive or capable of becoming distinctive
that the trademark is registrable

lOMoARcPSD|1834134
DOMAIN NAME The unique address of a website on the Internet, for example,
Amazon.ca
CYBER-SQUATTING The bad faith practice of registering trademarks or trade

names of others as domain names for the purpose of selling the domain name to
the rightful owner or preventing the rightful owner from obtaining the domain name

lOMoARcPSD|1834134
TRADEMARK MUST NOT BE:
primarily the name or surname of an individual who is living or who has died in
the preceding 30 years
descriptive or deceptively misleading regarding the character or quality of the

wares
the name in any language of any ware or service in connection with which it is
used or proposed to be used

lOMoARcPSD|1834134
TO BE REGISTERABLE, THE TRADEMARK MUST NOT BE:
confusing with another registered trademark
an official or prohibited mark

lOMoARcPSD|1834134
COMES FROM:
use of the trademark
filing an application to register a proposed trademark
making it known in Canada
distinctiveness: The mark must actually distinguish the goods or services in

association with which it is used.

lOMoARcPSD|1834134
Whiskey Name Dispute
glen was a weakly

distinctive component of those
trademarks and could not be
segmented to form a mark on its
own
Which arguments do you find the

most compelling?

lOMoARcPSD|1834134
The first person who uses or makes a trademark known in Canada is entitled to
trademark registration.
Gives the owner the exclusive right to use the trademark in association with the
wares and services specified in the application

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The owner should clearly indicate ownership with the following marks:
for registered trademarks
for unregistered trademarks
Provides protection across Canada for 15 years
Can be renewed for further 15-year terms as long as the renewal fee is paid and
the trademark continues in use

lOMoARcPSD|1834134
The right to prevent others from copying or modifying certain works
Copyright applies to:
literary works
dramatic works
musical works
artistic works

lOMoARcPSD|1834134
Work must meet the requirements of originality and fixation.
ORIGINALITY Work must originate from the author, not copied from another
FIXATION Work must be expressed in some fixed form, such as paper or diskette

lOMoARcPSD|1834134
COPYRIGHT ARISES AUTOMATICALLY ON THE CREATION OF A WORK.
There is an optional registration process.
The owner may mark a work, although there is no requirement to do so.
Example: year of publication; name of owner

lOMoARcPSD|1834134
Optional registration process that has an evidentiary advantage in that registration

provides a presumption of ownership
The owner of a copyright may mark a work; however, there is no requirement to do

so to enforce copyright in Canada.

lOMoARcPSD|1834134
OWNERSHIP
Under the Copyright Act, the author of a work is the owner unless there is an
agreement to the contrary.
DURATION
Copyright protection is generally for the life of the author or composer plus
50 years.

lOMoARcPSD|1834134
Copyright is infringed when anyone does, without consent of the owner, anything
only the owner can do.
Includes copying all or a substantial part of a work
Enforcement of rights is problematic, particularly the collection of fees and royalties

for the use of copyrighted works.
Problems addressed by provisions of the Copyright Act

lOMoARcPSD|1834134
REPRODUCTION Right to reproduce the work or a substantial part of it in any

material form
PUBLIC PERFORMANCE Right to perform the work or a substantial part of it
PUBLICATION Right, if the work is unpublished, to publish the work
TRANSLATION Right to produce, reproduce, perform, or publish any translation

of the work
ADAPTATION Right to convert to other formats (e.g., a book into a movie)
MECHANICAL REPRODUCTION Right to make sound recordings or

cinematographic recordings

lOMoARcPSD|1834134
CINEMATOGRAPHIC PRESENTATION Right to reproduce, adapt, and publicly

present the work by filming or videotaping
COMMUNICATION Right to communicate the work to the public by

telecommunication
EXHIBITION Right to present in public, for purposes other than sale or hire
RENTAL Right to rent out sound recordings and computer programs
AUTHORIZATION Right to authorize any of the other rights

lOMoARcPSD|1834134
THE AUTHOR OF A WORK HAS WHAT IS KNOWN AS MORAL RIGHTS.
The authors rights to have work properly attributed and not prejudicially
modified or associated with products
Moral rights include:
paternity
integrity
association

lOMoARcPSD|1834134
FAIR DEALING Permits the copying of works for the purpose of private study,
research, criticism, or review
The Supreme Court ruled that research must be given a large and liberal
interpretation and not be limited to non-commercial or private research.
COMPUTER SOFTWARE Permits the owner of the program to make a copy for
adaptation for use on another computer and a copy for backup purposes

lOMoARcPSD|1834134
INFORMATION THAT PROVIDES A BUSINESS ADVANTAGE AS A RESULT OF

THE FACT THAT IT IS KEPT SECRET
Generally, information that is used in a business or commercial context and is

private or secret

lOMoARcPSD|1834134
Strategic business information
Products
Compilations
Technological secrets

lOMoARcPSD|1834134
KEEP IT SECRET!
Key requirement for protection is the secrecy or confidentiality of the information

lOMoARcPSD|1834134
Confidential business information may be protected forever as long as the

information is not disclosed to the general public.
Recipes for well-known products such as Coca-Cola have been secret for years.
Nondisclosure agreements require recipients of information to respect its

confidentiality.
Employees are often required by the terms of their employment contracts to keep
certain information confidential.
Confidential information loses the protection of law when the information is no

longer secret either because the information has been divulged or discovered.
Information is also no longer confidential when it becomes part of the employees

personal knowledge or skill.
lOMoARcPSD|1834134
ASSIGNMENT The transfer of rights by an assignor to an assignee
LICENCE Consent given by the owner of rights to someone to do something that

only the owner can do

lOMoARcPSD|1834134
INTELLECTUAL PROPERTY PROGRAM FOR YOUR BUSINESS SHOULD

INCLUDE:
inventorying intellectual property
knowing others intellectual property
avoiding infringing upon others intellectual property
protecting intellectual property early
including intellectual property in the companys planning

lOMoARcPSD|1834134
Intellectual rights can be extremely valuable to a business.
An effective intellectual property program should be in place to ensure assets are

valid, enforceable, and effectively exploited.
Program should include identification of all assets
Determination of the nature, scope, and validity of assets
Evaluation of any potential risk and opportunities

lOMoARcPSD|1834134
Corporate Espionage at Coca-Cola
Critical Analysis: What steps should

companies like Coca-Cola take to
protect confidential business
information?

lOMoARcPSD|1834134
Litigation options:
Anton Pillar order
Patent infringement
Copyright infringement
Industrial design infringement
Trademark infringement
Confidential business information breach of contract, breach of confidence

lOMoARcPSD|1834134
Various international conventions, such as
Paris Convention for the Protection of Industrial Property
Berne Convention literary and artistic works
Universal Copyright Convention
TRIPS Agreement on Trade-Related Aspects of Intellectual Property

lOMoARcPSD|1834134

lOMoARcPSD|1834134
Land or real estate
Buildings, fixtures, and associated legal rights
FIXTURES Tangible personal property that is attached to land, buildings, or

other fixtures

lOMoARcPSD|1834134
FEE SIMPLE Legal interest in real property that is closest to full ownership
Owner owns virtually all the rights associated with the real property.

lOMoARcPSD|1834134
TENANCY IN COMMON Co-ownership whereby each owner of an undivided

interest can dispose of that interest as they see fit
JOINT TENANCY Co-ownership whereby the survivor inherits the undivided

interest of the deceased

lOMoARcPSD|1834134
DIVIDED IN TIME OWNERSHIP OF LAND:
Ownership in land can also be divided in time.
The most common example is a lease.

lOMoARcPSD|1834134
Municipal government
Environmental regulations
Common law of nuisance
Various government agencies with authority to expropriate land
Foreign ownership of land may be limited by the government.

lOMoARcPSD|1834134
LEASE Grant lease to tenant, giving tenant the right to occupy the land for a
specified time in return for rent
MORTGAGE Using land as security for a loan

lOMoARcPSD|1834134
EASEMENT Right to use the land of another for a particular purpose only
RESTRICTIVE COVENANT Restriction on the use of land as specified in the title

document

lOMoARcPSD|1834134
Two types of registration systems in use in Canada
An area of provincial jurisdiction
REGISTRY SYSTEM The system of land registration whereby the records are
available to be examined and evaluated by interested parties
LAND TITLES SYSTEM The system of land registration whereby the

administrators guarantee the title to land

lOMoARcPSD|1834134
What stages of a real estate transaction

have occurred before these signs appeared?

lOMoARcPSD|1834134
Buying land is buyer-beware situation expressed in law as caveat emptor it is up

to the buyer to investigate and evaluate the property both in financial and legal
terms.
Sellers have a positive duty to disclose significant latent defects (not easily visible)
that are known to the seller, especially if the defects cause the property to be
dangerous or uninhabitable.

lOMoARcPSD|1834134
AGREEMENT OF PURCHASE
Contents of the agreement of purchase and sale depend on the nature of the
property and the value of the transaction.
The basic terms are these:
the precise names of the parties
precise identification and description of the property
INVESTIGATION By the buyer, and the sellers response to any problems the
buyer may raise

lOMoARcPSD|1834134
TITLE SEARCH Investigation of the registered ownership of land in a registry

system. Search should establish what legal claims exist against the seller of the
property
VERIFICATION OF BOUNDARIES Confirm that boundaries described in title fit

physical boundaries of the land
PHYSICAL EXAMINATION Confirm that the property is in the state it is expected

to be in
ENVIRONMENTAL AUDIT Ensures there are no lingering or hidden

environmental hazards
TAXES All municipal property taxes are paid

lOMoARcPSD|1834134
RESPONSIBILITY FOR CONTAMINATED LAND
Who should bear the cost of environmental protection: the businesses that
generate profits or the public sector?
What are the risks in encouraging redevelopment of land that may be

contaminated?

lOMoARcPSD|1834134
LOCAL BYLAWS Verify that the property can be used for its desired purpose
CLOSING Final stage of a real estate transaction when final documentation and
payment are exchanged
INCOMPLETE TRANSACTIONS Deal may fall through because of unsatisfied

conditions or breach of contract

lOMoARcPSD|1834134
MORTGAGE Credit arrangement where title to land is security for the loan
LAND TITLES SYSTEM Registration of the mortgage creates a legal charge on

the land
REGISTRY SYSTEM Mortgage actually transfers ownership of the land to the

lender for the duration of the lending period, subject to equity of redemption
EQUITY OF REDEMPTION Right to regain legal title to mortgaged land upon

repayment of the debt

lOMoARcPSD|1834134
The risk of fraud has become a major concern for lenders.
Lenders have developed practices to verify the identity of borrowers and to

ensure that the necessary documentation is authentic.
Provincial law societies are also developing regulations to guide lawyers in new
client identification and verification.

lOMoARcPSD|1834134
LIFE OF A MORTGAGE
Long-term arrangement
On repayment, the lenders claim against the land ceases
MORTGAGEE (lender) REMEDIES
FORECLOSURE Mortgagees remedy to terminate the mortgagors interest

in the land
DEFICIENCY Shortfall between the outstanding mortgage balance and the

proceeds from the sale of land

lOMoARcPSD|1834134
Parties in a commercial lease are free to negotiate their

terms. What are some key terms in the lease of this building?

lOMoARcPSD|1834134
TENANT Party in possession of land that is leased
LANDLORD Owner of land who grants possession to the tenant
LEASE Contract that transfers possession of land from the landlord to the tenant in
exchange for the payment of rent; also refers to the tenants interest in land
EXCLUSIVE POSSESSION
Key feature of a lease
Refers to the tenants right to control land during the term of the lease
Landlords basic obligations are to refrain from interfering with the tenants use or
enjoyment of the property and to provide any benefits or services promised in the lease.

lOMoARcPSD|1834134
DISTRESS The right of a commercial landlord to seize the tenants personal

property for non-payment of rent

lOMoARcPSD|1834134
Lease ends normally when the agreed period for the tenants occupation expires
PERIODIC TENANCY Lease that is automatically renewed unless one party

gives proper notice to terminate

lOMoARcPSD|1834134
Use the land as security for a loan by granting a mortgage
Lease all or part of the land to tenants
Transfer the land to family or others by gift or through a will on death
Sell all or part of the land

lOMoARcPSD|1834134
Obtain competent legal advice when entering a transaction to buy, lease, or

mortgage land.
Real property is largely a buyer-beware proposition.
A buyer of land must ensure that the agreement contains all the terms of
importance.
A landlord and tenant need to understand the degree of control that the lease
provides for the tenant.
Understand the far-reaching rights enjoyed by the lender in the event of default.


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Lecture notes, lectures 1-19

Business Law I (Memorial University Of Newfoundland)

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Knowledge Of The Law As A Business Asset

How is the law useful in the business environment?

Law = a set of rules and principles guiding conduct in society

Business Law Protects People and Property

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Business Application of the Law:

International Perspective: US Spam Laws:

Business Law Facilitates Interactions:

Business Law Facilitates Commercial Activity

Business Law provides methods for solving disputes:

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Should all disputes be litigated? Ask:

Using Knowledge of the law as a business asset:

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Owners and managers can protect their business by ensuring compliance

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The Canadian Legal System 10/7/2015 11:56:00 PM

The Canadian Legal System:

Government policy = the central ideas or principles that guide government

The Canadian Constitution:

Liberalism = a political philosophy that emphasizes individual freedom as its

The Canadian constitution is contained in several different documents.

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Managing Legal Risks Chapter 3

Legal Risk Management Plan:

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Reacting when prevention fails:

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Dispute Resolution 10/7/2015 11:56:00 PM

How business activities can lead to disputes:

Is litigation the only option for resolving legal disputes?

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4 Stages in most lawsuits:

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Forming Contractual Relations 10/7/2015 11:56:00 PM

Legal Ingredients of a contract:

OFFER versus INVITATION TO TREAT

Standard Form Contract:

The Parties to a Contract:

The Offer may be terminated by:

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2. Lapse Expiration of an offer after a specified or reasonable

Special Rules for Revocation in Tendering Situations:

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Rejection and Counteroffers:

Death or Insanity of either party:

Electronic Business Contracts:

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Specifies when a message is sent and when it is received,

Promises Enforceable without consideration: not on midterm

Pre-existing Legal Duties:

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A legal obligation that a person already owes cannot be used as

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Terms of a Contract 10/7/2015 11:56:00 PM

The Content of a Contract:

How do courts interpret contracts?

Parole Evidence Rule:

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