School of Business University of Bridgeport BLAW 252 - Business Law II SpringTerm, 2009

Prof. William E. Greenspan Phone: (203) 576-4378 E-mail: profweg@bridgeport.edu Web Page http://community.webtv.net/profweg/UB Class meets on Mon & Wed: 4:00 - 5:15 P.M. @ MAN 310 Office Hours in MAN 309: Mon: 5:30 - 9:30 P.M. Tue: 5:00 - 8:00 P.M. Wed: 5:30 - 9:30 P.M. Thu: 5:00 - 9:00 P.M.

Topics Covered: The Sales Contract, basic obligations, title and risk of loss, remedies, warranties, and Product Liability; Commerical Paper, types of commercial paper, negotiability, negotiation, holders in due course, liability of parties, and Bank Deposits and Collections; Corporations, comparison of forms of business organizations, preincorporation transactions, corporate financial structure, and corporate management, structure and duties; and Property, personal property ownership and transfer, bailments, real property ownership, landlord and tenant, and estates and wills.

Expected Knowledge and Learning Outcomes: Knowledge Outcomes: After you have taken this course, you should be able to: 1. State how the Uniform Commercial Code (U.C.C.) has altered the common law in the creation of a sales contract. 2. Explain how the U.C.C. regulates the law of Commercial Paper, and Bank Deposits and Collections. 3. Identify how a corporation is formed in the United States, the pros and cons of forming a corporation compared to other forms of doing business, the powers of a corporation, how a corporation is managed, and the rights of shareholders. 4. Note the physical parts of real property and distinguish them from personal property, relate the various ways one may acquire ownership of personal property, and understand the fundamentals of the law of landlord and tenant, and wills and estates. Learning Outcomes: As a result of taking this course you shouldbe able to: 1. Recognize and understand the legal and ethical significance of business transactions occurring around you and in which you will particiapte, and to know when to contact a lawyer. 2. Appreciate and understand the language of actual court cases, and the "feel" of a court's thinking, using legal principles in live situations. 3. Gain additional skills necessary to help candidates planning to take a Certified Public Accountant (CPA) exam.

Text: BUSINESS LAW - The Ethical, Global, and E-Commerce Environment; Mallor (author); 13th Edition, 2007 (published February, 2006); Irwin/McGraw Hill (publisher), ISBN 0-07-327139-X

Grading: There will be three tests and a final exam. Each test counts 20% and the final exam counts 30%. Class participation counts 10%. Tests are short essays based on the text reading and class discussions.

Make-up Test Policy: You are expected to take the tests on the dates indicated. If you miss a test, you must take a make-up. If you miss one test, you will receive a ten-point penalty on the make-up. (e.g. If you earn a grade of 90% on a make-up, you will receive a grade of 80% on that test.) If you miss two tests, then not only will you receive a ten-point penalty on the first missed test, but also a twenty-point penalty on the second missed test. All make-up tests must be completed by the last day of class, before final exams begin.

Briefing Cases: Selected cases are assigned for almost every class to be briefed as follows: 1. Name of the case and citation 2. Statement of the facts 3. Issue(s) or question(s) of law 4. Plaintiff's arguments 5. Defendant's arguments 6. Opinion and decision of the court           Who won?           Explain the relevant law           Apply the facts to the law

Legal Sites on the Internet: Some of my favorite sites on the Internet for legal research are listed below: 1. WESTLAW CAMPUS RESEARCH Go to: www.bridgeport.edu/library Click on: "List of Online Databases." Scroll down to and click on: "Westlaw Campus Research." Enter your UB e-mail username and password, and click on "login." Click on "Legal" at the left top of the page, just to the right of "News & Business." In the left column under "FIND" you may find a document (case) by citation or by title. To find a document by citation, type in the citation for the case you wish to find (e.g. 101 S.Ct. 1048 or 56 F.3d 1373), and then hit the "Enter" button on your keyboard. 2. LEGAL INFORMATION INSTITUTE Go to: www.law.cornell.edu Click on: "Constitution & Codes" to find: "United States Code" (USC) which contains the United States Statutes. Click on: "Uniform Commercial Code" (U.C.C.) which contains the full Uniform Commercial Code. Click on: "Court Opinions" to find: "U.S. Supreme Court Opinions" for up-to-date decisions of the United States Supreme Court. 3. 'LECTRIC LAW LIBRARY Go to: www.lectlaw.com Click on: "Legal Forms" and then click on: "Business & General Forms" where you will find free Legal and Business Forms: Contracts, Sales, Real Estate, Corporation, Partnership, Employment, Power of Attorney, Trusts, Wills, and Promissory Notes. 4. THE FEDERAL TRADE COMMISSION The Federal Trade Commission (FTC) is the federal administrative agency that prevents unfair or deceptive acts or practices in interstate commerce. Go to: www.ftc.gov and click on "Actions" for decisions of the FTC. 5. NOLO PRESS SELF-HELP LAW CENTER Go to: www.nolo.com for hundreds of useful articles on everyday topics such as BUSINESS & HUMAN RESOURCES, PATENTS, COPYRIGHT & ART, WILLS AND ESTATE PLANNING, PROPERTY & MONEY, FAMILY LAW & IMMIGRATION, and RIGHTS & DISPUTES. 6. NEWSPAPERS ONLINE Go to: www.newspapers.com This page provides an easy to use tool for referencing the world's newspapers. Search over 10,000 Newspapers Online. 7. NATIONAL FRAUD INFORMATION CENTER Go to: www.fraud.org Its mission is to give consumers the information they need to avoid becoming victims of telemarketing and Internet fraud and help them get their complains to law enforcement agencies quickly and easily. You may fill out and submit the online fraud report form. 8. DEPARTMENT OF CONSUMER PROTECTION - STATE OF CONNECTICUT Go to: www.state.ct.us/dcp/ The Department is here to make the marketplace in Connecticut as fair as possible for consumers and for those businesses that play by the rules. Check out this Web site to learn more about consumer programs and issues.

Assignments: The assignments due for each class are listed below. Cases are assigned to be briefed for almost every class. You brief cases for your own use for class discussion and for reviewing for tests. Your are not required to submit to me your written briefs unless you have missed a class. If you are absent from a class, then you must hand in to me a copy of your briefed cases for the class you missed. Such submission must be made to me at or before the next class meeting. Failure to do so will result in a five-point penalty on your next test. Of course I expect you to attend every class. 1. Wednesday, January 21 - Introduction to Sales and the Uniform Commercial Code. No assignment due for this class. 2. Monday, January 26 - Sales; Formation, Terms, Title. Read Chapter 19 (pages 460-471). Brief the cases beginning on pages 461 and 468. 3. Wednesday, January 28 - Sales; Risk of Loss. Read Chapter 19 (pages 471-478). Brief the case beginning on page 472. 4. Monday, February 2 - Sales; Warranties. Read Chapter 20 (pages 481-490). Brief the cases beginning on pages 484, 486 and 487. 5. Wednesday, February 4 - Sales; Disclaimers, Product Liability. Read Chapter 20 (pages 490-516). Brief the cases beginning on pages 496 and 507. 6. Monday, February 9 - Sales; Performance. Read Chapter 21 (pages 521-529). Brief the cases beginning on pages 526 and 528. 7. Wednesday, February 11 - Sales; Performance. Read Chapter 21 (pages 529-536). Brief the cases beginning on pages 530 and 532. 8. Monday, February 16 - Test #1 on Chapters 19, 20 and 21. 9. Wednesday, February 18 - Negotiable Instruments; Nature of Negotiable Instruments, Negotiability. Read Chapter 31 (pages 774-788). Brief the cases beginning on pages 785 and 786. 10. Monday, February 23 - Negotiable Instruments; Negotiation, Holder in Due Course. Read Chapter 32 (pages 791-804). Brief the cases beginning on pages 795, 799, and 803. 11. Wednesday, February 25 - Negotiable Instruments; Rights of a Holder in Due Course. Read Chapter 32 (pages 805-811). Also read Chapter 33 (pages 828-831). Brief the cases beginning on pages 806 and  829. 12. Monday, March 2 - Negotiable Instruments; Liability of Parties. Read Chapter 33 (pages 814-825). Brief the cases beginning on page 816. 13. Wednesday, March 4 - Negotiable Instruments; Other Liability Rules. Read Chapter 33 (pages 825-828). Brief the case beginning on page 826. 14. Monday, March 9 - Negotiable Instruments; Checks. Read Chapter 34 (pages 833-844). Brief the case beginning on page 837. 15. Wednesday, March 11 - Test #2 on Chapters 31, 32, 33 and 34. 16. Monday, March 23 - Corporations; Introduction, Forms of Business. Read Chapter 37 (pages 892-897. No cases to be briefed for this class. 17. Wednesday, March 25 - Corporations; Regulation, Piercing the Corporate Veil. Read Chapter 41 (pages 968-982). Brief the case beginning on page 976. 18. Monday, March 30 - Corporations; Organization. Read Chapter 42 (pages 985-1002). Brief the case beginning on page 1001. 19. Wednesday, April 1 - Corporations; Management. Read Chapter 43 (pages 1005-1033). Brief the cases beginning on pages 1016 and 1024. 20. Monday, April 6 - Corporations; Shareholders' Rights. Read Chapter 44 (pages 1036-1059). Brief the cases beginning on pages 1049 and 1057. 21. Wednesday, April 8 - Test #3 on Chapters 41, 42, 43 and 44. 22. Monday, April 13 - Personal Property. Read Chapter 23 (pages 560-568). Brief the cases beginning on pages 563 and 566. 23. Wednesday, April 15 - Bailments. Read Chapter 23 (pages 568-576). Brief the case beginning on page 571. 24. Monday, April 20 - Real Property. Read Chapter 24 (pages 584-602). Brief the cases beginning on pages 585, and 592. 25. Wednesday, April 22 - Landlord and Tenant. Read Chapter 25 (pages 616-634). Brief the cases beginning on page 621 and 625. 26. Monday, April 27 - Wills and Estates. Read Chapter 26 (pages 637-648). Brief the case beginning on page 640. 27. Wednesday, April 29 - Assignment to be announced. 28. Monday, May 4 - Final Exam on Chapters 23, 24, 25 and 26.