Legal Environment of Business (BSAD 3200 | Weber State)

[[#Foundations of Business Law]]

Legal System Overview
Sources and Priority of Law
Court Systems and Litigation Process
Jurisdiction and Standing
Alternative Dispute Resolution

[[#Criminal Law]]

Constitutional Foundation (4th, 5th, 6th, 8th Amendments)
Search and Seizure
Business Crimes
Defenses

[[#Constitutional Law]]

Due Process and Equal Protection
First Amendment Rights
Commerce Clause
Levels of Scrutiny
Key Constitutional Amendments

[[#Tort Law]]

Definition & Basic Concepts
Intentional Torts
Unintentional Torts
Strict Liability
Product Liability
Damages

[[#Property Law]]

Real Property
Personal Property
Intellectual Property
Landlord-Tenant Law

[[#Contract Law]]

Contract Elements
Formation and Termination
Performance and Breach
Third Party Rights
Remedies

[[#Employment & Labor Law]]

Federal Employment Laws
Discrimination
Regulations
Agency Law

[[#Consumer Protection Law]]

Federal Agencies
Advertising
Credit
Health and Safety

[[#Guest Speakers]]

Sarah Starky - Contracts
Katie Panzer - Employment Law

[[#Key Cases]]

[[#Foundations of Business Law Cases]]
[[#Criminal Law Cases]]
[[#Constitutional Law Cases]]
[[#Tort Law Cases]]
[[#Property Law Cases]]
[[#Contract Law Cases]]
[[#Employment Law Cases]]
[[#Consumer Protection Cases]]

Foundations of Business Law

Definition and Purpose of Law

Law: A rule enforceable by government

Purposes: Safety, Fairness, Order, Planning, Basis for Compromise

Sources and Priority of Law

Hierarchy (highest to lowest priority):

Constitution and Treaties
Federal Statutes
Federal Regulations
Federal Case Law
State Constitution
State Statutes
State Regulations
Local Case Law

Sources Include: Case Law, Constitution, Treaties, Statutes, Executive Orders, Regulations, Ordinances

Court Systems

Federal Courts

94 District Courts (trial level - where cases are made)
13 Courts of Appeals (appellate level)
1 Supreme Court (highest court)

Utah State Courts

District Courts: General trial jurisdiction
Juvenile Courts: For minors under 18
Justice Courts: Limited adult jurisdiction
Court of Appeals: No new evidence, cases viewed favorably toward previous decision
Supreme Court: 5 justices serving 10 years, harder to change rulings, must file petition for writ of certiorari

Judicial Selection: Justices appointed by Executive branch, approved by Senate

Standards of Proof

Civil Cases: Preponderance of evidence (more likely than not)
Criminal Cases: Beyond a reasonable doubt

Litigation Process

Pre-Lawsuit: Person suffers harm → Formal demand letter to perform obligation → Consider risks and costs of litigation

Formal Process: Complaint → Summons (includes complaint) → Answer → Motions → Discovery → Jury Selection → Opening Statements → Presentation of Evidence → Closing Statements

Key Litigation Concepts

Pleadings: Complaint and answer

Answer: Admits or denies assertions in complaint
Counterclaim: Defendant brings claim against plaintiff
Cross-Claim: Defendant brings in third party

Motions:

Motion to Dismiss: No stated claim that could prevail or court lacks jurisdiction
Motion for Summary Judgment: No contested material facts
Motion for Bifurcation: Split case into multiple trials

Discovery: Case tier determines discovery period

Request for Interrogatories: Written questions under oath
Deposition: Spoken questions and answers under oath outside court
Request for Admission: Admit or deny statements

Jury Selection: In Utah by driver's license and voter registration

Voir Dire: Selecting jurors through questioning

Evidence Presentation:

Opening Statements: Orient the jury to case
Direct Examination: Calling your own witness
Cross Examination: Questioning opposition's witness
Exhibits: Must establish foundation and authenticity through witness
Closing Statements: Asking jury for verdict

Jurisdiction and Standing

Types of Jurisdiction

Personal Jurisdiction:

Court must have authority over defendant
Requires minimum contacts with forum state
Test: Minimum contacts, purposeful availment, fair and substantial connection

Subject Matter Jurisdiction:

Authority over the type of law/case
State Courts: General jurisdiction over most matters
Federal Courts: Limited jurisdiction (constitutional issues, federal statutes, diversity)
Small Claims: Up to $20K in controversy, general jurisdiction
Federal Diversity: Over $75K with residents of different states

Venue:

Authority over the land/location
Appropriate court (typically where defendant resides)

Other Key Concepts

Standing: Harm has been done and seeking restitution Statute of Limitations: Time limit to file suit (typically 4 years) Prejudice: Cannot refile case if dismissed with prejudice Plaintiff vs Defendant: Plaintiff initiates lawsuit, defendant responds

Enforcing Judgments

Writ of Execution: Seize property
Garnishment: Wages or bank accounts
Lien: Collateral on property

Full Faith and Credit Clause: States must recognize and enforce other states' judgments

Cost of Litigation

Major Costs: Filing fees, Attorney fees, Discovery costs, Witness fees, Appeals

Alternative Dispute Resolution (ADR)

Negotiation: Parties find solution independently
Mediation: Neutral third party helps negotiations
Arbitration: Neutral third party makes binding decision
Small Claims Court:
- ≤$20K in controversy
- Faster, simpler, costs less
- No discovery or motions allowed
- General jurisdiction

Timing: 1-3 weeks for ADR, 3-4 months for small claims, 28 days to appeal

Criminal Law

Constitutional Foundation

Criminal law based on 4th, 5th, 6th, and 8th Amendments

4th Amendment - Search and Seizure

Protection: Against unreasonable search and seizure Exclusionary Rule: Illegally obtained evidence cannot be used in court Warrant Requirements: Probable cause needed

Exceptions to Warrant Requirement:

Consent
Search incident to arrest
Automobile exception (probable cause to search cars)
Hot pursuit
Terry stops (reasonable suspicion for brief detention)

Terry Stops vs. Arrests

Terry Stop:

Brief detention based on reasonable suspicion
Limited scope and time
Frisk only for officer safety

Arrest:

Probable cause required
Person taken from public to police-controlled environment

5th Amendment Rights

Self-Incrimination: Right to remain silent
Double Jeopardy: Cannot be tried twice for same crime
- Dual Sovereignty Exception: Can be prosecuted in both state and federal courts
Due Process: Fair legal procedures
Takings Clause: Private property cannot be taken for public use without just compensation
Grand Jury: Required for felony prosecutions

6th Amendment

Right to speedy, public trial by impartial jury
Right to counsel (established in Gideon v. Wainwright)

8th Amendment

Protection against cruel and unusual punishment
Punishment must be proportional to crime

Criminal Process

Arraignment: How do you plead? Plea Bargain: Agreement to plead guilty for reduced charges

Business Crimes

Fraud: Intentional deception for financial gain
Forgery: Falsely representing identity with intent to deceive
Embezzlement: Misappropriation of funds by person in position of trust
Insider Trading: Trading on non-public information
Racketeering: Pattern of criminal activity
Bribery: Offering something of value to influence official action
Obstruction of Justice: Interfering with legal proceedings (includes not turning over evidence)
RICO Act: Allows prosecution of leaders who order others to commit crimes

Defenses

Affirmative Defenses

Self-Defense: Reasonable force to protect oneself
Insanity: Affects mens rea (criminal intent)
Duress/Necessity: Forced to commit crime to prevent greater harm

Mistake

Mistake of Fact: Can be valid defense
Mistake of Law: Generally not a defense ("ignorance of law is no excuse")

Constitutional Law

Commerce Clause

Commerce Clause: Congress can regulate interstate commerce Dormant Commerce Clause: Prevents states from regulating interstate commerce

First Amendment Rights

Speech Protection Levels

Fully Protected Speech:

Content-based restrictions by government must:
- Serve compelling objective
- Be least restrictive form possible

Commercial Speech:

Restrictions must:
- Have substantial government interest
- Directly advance government interest
- Be narrowly tailored
Unprotected: False advertising

Unprotected Speech: Incitement to riot, fighting words, defamation, obscene speech

Other First Amendment Rights

Religion:

Free Exercise Clause: Practice religion freely
Establishment Clause: Government cannot establish religion
Lemon Test: Government action must have secular purpose, not primarily advance/inhibit religion, no excessive government entanglement

Press: Freedom of press Assembly: Right to peaceful assembly

Privileges and Immunities Clause (14th Amendment)

Equal Protection: Cannot give preference to citizens of one state over another
Due Process: Fair legal procedures required

Due Process Clauses

Procedural Due Process (5th Amendment)

Notice: Proper notice of legal proceedings required
Burden of Proof: Government must meet appropriate standard

Substantive Due Process

Regulations must be rationally related to legitimate government objective
Fundamental rights receive strict scrutiny

Levels of Constitutional Scrutiny

Strict Scrutiny

Applied to: Race, Religion, National Origin, Fundamental Rights
Standard: Must serve compelling government interest using least restrictive means

Intermediate Scrutiny

Applied to: Gender classifications
Standard: Must be substantially related to important government objective

Rational Basis

Applied to: Everything else
Standard: Must be rationally related to legitimate government objective

Tort Law

Definition & Basic Concepts

Tort: A civil wrong that causes harm (contract breach not included)

Key Difference: Crime = brought by state/federal government; Tort = brought by injured individual

Sources of Tort Law:

Common Law (case law)
Statutes
Restatement of Torts (American Law Institute guidelines - courts don't have to follow but usually do)

Elements of All Tort Claims

Four Required Elements: Duty, Breach, Causation, Damages

Types of Damages

Compensatory Damages: Payment for actual losses/harm

Includes consequential and incidental damages

Punitive Damages: Additional payment to punish defendant and deter future conduct

Intentional Torts

Definition: Defendant intended the action that caused harm

Assault and Battery

Assault: Intentionally placing person in fear of harmful contact
Battery: Intentional harmful or offensive physical contact

False Imprisonment

Elements: Intentional confinement against will
Merchant Protection Statute: Reasonable detention of suspected shoplifters if:
- Reasonable suspicion, manner, time, and place
- Has been interpreted more narrowly by courts (see Walmart v. Cockrell)

Defamation

Elements: False statement of material fact that harms reputation
Libel: Written defamation
Slander: Spoken defamation
Public Figures: Must prove "actual malice" (difficult standard)

Fraud

Definition: Theft by deception/intentionally misrepresenting material fact
Requirements:
1. False representation
2. Knowledge representation was false and intended to deceive
3. Plaintiff relied on misrepresentation
4. Injury resulted

Other Intentional Torts

Trespass: Illegally entering real property (interpreted broadly)
Invasion of Privacy: Intrusion, appropriation of image, disclosure of private facts, false light
Interference with Business Relations: Actions beyond mere competition
Intentional Infliction of Emotional Distress: Extreme and outrageous conduct

Unintentional Torts

Negligence

Elements:

Duty: Act like reasonable/prudent person under circumstances
Breach: Defendant did not act prudently
Causation:
- Cause in Fact: "But for" cause of injury
- Proximate Cause: Foreseeable cause of injury (see Palsgraf v. Long Island Railroad)
Damages: Must prove actual damages

Defenses:

Superseding Cause: Unforeseeable intervening event
Assumption of Risk: Plaintiff voluntarily accepted known risk
Contributory Negligence: If plaintiff at all at fault, cannot recover
Comparative Negligence: Damages reduced by plaintiff's percentage of fault
- Pure: Can recover regardless of fault percentage
- Modified: No recovery if over 50% at fault

Special Categories

Malpractice: Professional negligence
Car Accidents: Common negligence application

Strict Liability

Definition: No fault required - only need to show defendant caused damages

Applications:

Ultra-Hazardous Activities: Liable even with utmost care
Product Liability: Defective products

Product Liability

Types of Defects:

Design Defect: Inherent flaw in product design
Manufacturing Defect: Error in production process
Inadequate Warning: Failure to warn of known dangers

Tests:

Consumer Expectation Test: Product failed to meet consumer expectations
Risk-Utility Test: Risk outweighs utility

Defenses:

Generally known danger
Abnormal misuse of product
Assumption of risk
Contributory/comparative negligence

Property Law

Definition and Concept

Property: "Bundle of sticks" representing various rights

Types of Ownership

Fee Simple Absolute: Complete ownership of all rights
Fee Simple Defeasible: Missing one or more rights
Life Estate: Ownership only during lifetime
Reversionary Interest: Prior owner retains some rights

Real Property

Key Concepts

Fixtures: Permanent attachments to land

Deeds: Transfer ownership documents

Warranty Deed: Guarantees no third-party claims
Quit-Claim Deed: No warranties provided

Eminent Domain: Government power to take private property

Requirements: 1) Public use, 2) Just compensation (fair market value)

Zoning: Government land use regulation

Can apply for conditional use permit or variance

Easements: Right to use someone else's land for specific purpose License: Permission to do something on someone's property Profits: Right to extract materials from land Profit Interest: Right to receive economic benefit from land

Other Real Property Concepts

Restrictive Covenants: Deed restrictions on property use Adverse Possession: Occupying property 7+ years can create ownership rights (most commonly applies to land boundary disputes) Escrow: Third party holds money until closing

Ownership Types:

Must be titled
Tenants in Common/Joint Tenancy: Share property ownership
Community Property: Marital property (equal ownership)

Landlord-Tenant Law

Parties:

Landlord/Lessor: Owns and leases property
Tenant/Lessee: Rents property

Types of Leases:

Definite Term: Fixed period lease
Periodic Tenancy: Month-to-month
Tenancy at Will: Can be cancelled anytime
Tenancy at Sufferance: Holding over beyond lease term

Key Laws:

Uniform Residential Landlord and Tenant Act: Regulates relationship
Quiet Enjoyment: Right not to be disturbed or wrongful possession claimed
Implied Warranty of Habitability: Adequate heat, water, electricity, weatherproofing

Transfers:

Assignment: Transfer all lease rights
Sublease: Transfer some rights

Personal Property

Definition: Movable property not permanently attached to land

Types:

Tangible: Physical objects
Intangible: Rights and interests

Acquiring Personal Property

Methods:

Purchase, gift, creation

Found Property:

Lost Property: Unintentionally misplaced (finder has rights against all except owner)
Mislaid Property: Intentionally placed but forgotten (must turn in to property owner)
Abandoned Property: Intentionally discarded (finder gains ownership)
Treasure Trove: Goes to finder, even on another's land

Bailments

Definition: Temporary transfer of possession with instructions to return

Parties:

Bailor: Owner who transfers possession
Bailee: Person receiving possession

Types:

Mutual Benefit: Both parties benefit (servicing)
Benefit of Bailor: Safe keeping
Benefit of Bailee: Borrowing

Intellectual Property

Patents (®)

Protection: Exclusive right to use and market invention Duration: 20 years generally (14 for design patents) Requirements: Novel, non-obvious, useful Registration: Patent and Trademark Office (PTO) in Washington, DC (often takes several years) Violation: Infringement

Trademarks (™)

Protection: Distinctive branding (names, logos, slogans, symbols)

Symbols:

®: Registered trademark
™: Claimed trademark rights
℠: Service mark for services

Violations:

Infringement: Customer confusion
Dilution: Weakening of famous mark (without confusion)

Genericized: Non-eligible for trademark protection

Copyrights (©)

Protection: Exclusive rights to creative works Duration: 70 years after author's death Fair Use Exception: Limited public use allowed based on:

Purpose of use
Nature of original work
Portion used
Effect on market value of original

Trade Secrets

Protection: Confidential business information Requirements: Must be guarded as secret Employer Tools: Non-disclosure agreements (NDAs), non-compete clauses (typically 1 year)

Trade Dress: Product packaging and appearance protection

Contract Law

Definition

"Legally binding agreement between two or more people"

Sources of Contract Law

Common Law: Traditional contract principles
Statutes: Legislative enactments
Restatement of Contracts: American Law Institute guidelines
Uniform Commercial Code (UCC): Federal law for sale/lease of goods (adopted by all states)

Five Essential Elements

1. Offer

Definition: Manifestation of willingness to enter transaction by offeror

Requirements:

Communication to offeree
Intention to be bound
Definite and certain terms
Time to perform

Special Situations:

Advertisements: Generally invitations, not offers
Auctions: Generally allow seller to refuse highest bid
Real Estate: Offers typically include consideration

Offer Termination:

Revocation prior to acceptance
Counter-offer (becomes new offer)
Inability to perform
Lapse of reasonable time
Death of either party
Destruction of subject matter

2. Acceptance

Definition: Offeree's consent to be bound by offer terms

Requirements:

Mirror Image Rule: Terms must match exactly (common law)
- UCC: Different rules for goods
Cannot be forced or coerced
Silence generally not acceptance
Performance can constitute acceptance

Communication:

Mail Box Rule: Acceptance effective when put in mailbox
Must be communicated to offeror

Contract Types:

Bilateral Contract: Promise for promise (acceptance creates return promise to perform)
Unilateral Contract: Promise for performance (acceptance by performance)

3. Consideration

Definition: Exchange of value/legal detriment between parties

Legal Detriment: Giving up something of value or refraining from legal right

Invalid Consideration:

Gifts (no mutual exchange)
Illegal consideration
Illusory promises (allows party to avoid performance)
Past/pre-existing considerations

Promissory Estoppel: Court can enforce promises lacking consideration if:

Promise reasonably induced reliance
Reliance was detrimental
Injustice can only be avoided by enforcement

4. Capacity

Definition: Legal ability to enter contracts

Minors:

Can enter contracts but may disaffirm (infancy doctrine)
Must disaffirm within reasonable time after turning 18
Ratification: Minor doesn't disaffirm within reasonable time after turning 18

Other Capacity Issues:

Intoxicated persons
Mentally incompetent individuals

5. Legality

Requirement: Contract cannot violate law or public policy

Common Violations:

Price fixing/illegal restraints of trade
Exculpatory Clauses: May relieve parties from tort liability (limited enforceability)
Covenants Not to Compete: Must be reasonable in:
1. Line of business
2. Geographical area
3. Time period
Unconscionable Contracts: Extremely unfair terms (grossly unfair to one party - rare)

Contract Types and Classifications

Oral Contracts: Verbal agreements (difficult to prove)
Express Contracts: Explicit terms stated
Implied Contracts: Terms implied from conduct/circumstances
Contracts of Adhesion: Standard form "take it or leave it" contracts

Important Legal Doctrines

Statute of Frauds

Contracts That Must Be Written:

Land transactions
Debt payment of another (suretyship)
Contracts not possible to perform within one year (not term)
Sale of goods over $500 (UCC)

Exceptions: Partial performance, merchant confirmations

Parol Evidence Rule

Contract terms must be within "four corners" of written contract
Exceptions: Ambiguous terms, fraud/mistake, prior dealings

Third Party Rights

Assignment and Delegation

Assignment of Rights: Assignor transfers rights to assignee Delegation of Duties: Delegate transfers duties to delegatee (except unique skills) Novation: New contract replacing original with new party

Third Party Beneficiaries

Can sue for contract performance (donee or creditor, not incidental):

Donee Beneficiary: Intended gift recipient
Creditor Beneficiary: Contract pays existing debt
Incidental Beneficiary: Cannot sue

Performance and Discharge

Performance Levels

Executed: Both parties performed
Executory: Not fully performed
Complete Performance: Full satisfaction of contractual duties
Substantial Performance: Minor deviations (other party entitled to compensation)

Conditions

Condition Precedent: Event must occur before obligation arises
Condition Subsequent: Obligation until event occurs

Discharge Methods

Complete performance by both parties
Agreement to rescind
Waive other party's duties
Impossibility or extreme commercial impracticability
Anticipatory Breach: Still breach even before performance date

Contract Breach Remedies

Monetary Damages

Compensatory Damages: Sequential and incidental damages

Duty to Mitigate Damages: Must try to reduce losses

Other Monetary Remedies:

Punitive Damages: Prevent future bad behavior (rare in contracts)
Liquidated Damages: Pre-agreed amount in contract

Equitable Remedies

Specific Performance: Court orders actual performance

Used for: Real estate, rare/unique personal property
Not available for personal services

Injunctions: Court orders to refrain from certain actions

Restitution: Return parties to pre-contract position

Contract Standards

Reasonable Person Standard: What would a reasonable person think/do? Interest Rates: 2% above federal rate (10% above for amounts under $10,000)

Employment & Labor Law

Federal Employment Laws

Fair Labor Standards Act (FLSA)

Minimum Wage: $7.25/hour federal minimum (state may be higher) Overtime: Time and half for over 40 hours/week Child Labor Restrictions:

Age 14: Under 20 hours, not during school hours
Age 16: No hour limits but no hazardous work
Exceptions: Family businesses, farms, child actors

Workers' Compensation

Employers must carry insurance
Employees cannot sue employer except for intentional harm (no double jeopardy unless intentional or reckless)
Employer liable for workplace injuries and unsafe environments
State-based system with varying benefits

OSHA (Occupational Safety and Health Act)

Sets industry safety standards businesses must follow
Enforce laws, regulations, penalties

Medical and Leave Laws

FMLA (Family Medical Leave Act):

Unpaid leave protection for emergencies and maternity
Requirements: More than 1 year employment, 50+ employees
Covered: Maternity, parent, partner, child
Protection: No retaliation during leave

COBRA: Continued health insurance for 18 months after leaving job Patient Protection and Affordable Care Act (ObamaCare): 50+ employees require insurance HIPAA: Keep medical information confidential

Other Federal Employment Laws

ERISA (Employee Retirement Income Security Act):

Accounting requirements for employee benefits
Department of Labor oversight
Must disclose details of: pension, 401k, stock ownership

FUTA (Federal Unemployment Tax Act): Compensation after termination not of own fault FICA (Federal Insurance Contributions Act): Social Security and Medicare Employee Privacy: State law governs, no polygraph testing in interviews

Employment Rights & Anti-Discrimination

Key Employment Concepts

At-Will Employment: Can be terminated for any reason or no reason (but not illegal reasons) Right to Work: Not required to join union (different from at-will) EEOC (Equal Employment Opportunity Commission): Enforces anti-discrimination laws

Title VII Civil Rights Act

Protected Classes: Race, Color, National Origin, Religion, Sex/Gender

Types of Discrimination:

Disparate Treatment: Direct discrimination (usually to individual)
Disparate Impact: Indirect discrimination (impacts a group through neutral policy)

Sexual Harassment:

Quid Pro Quo: "This for that" - protected group, unwelcome, based upon sex, reaction, knowledge of harassment
Hostile Work Environment: Unwelcome conduct that alters conditions of employment

Religious Accommodation: Must make reasonable accommodations

Other Anti-Discrimination Laws

Age Discrimination in Employment Act (ADEA):

Protects workers 40 and older
Applies to employers with 20+ employees
Must be based on ability, not age

Americans with Disabilities Act (ADA):

Protects those with impairments affecting major life activities
Must reasonably accommodate
Cannot ask about disabilities in interviews

Equal Pay Act: Similar manner for similar conditions

Defenses to Discrimination Claims

Business Necessity: Justifiable policy (for disparate impact)
Bona Fide Occupational Qualifications: Necessary to business (not available for race)
Non-Discriminatory Reason: Must not be pretext

Retaliation Claims

Often easier to prove than underlying discrimination
Protected activity includes filing complaints, participating in investigations

Employment Discrimination Damages

Back pay
Emotional distress
Sometimes front pay
Reinstatement
Punitive damages
Damage caps for size of business for emotional distress and punitive (except race)

Labor Law and Union Rights

Federal Labor Laws

Norris-LaGuardia Act: Allows strikes and picketing National Labor Relations Act: Allows unions/collective bargaining

Enforced by National Labor Relations Board (NLRB) Labor-Management Relations Act: Stops unions from abusing power

Collective Bargaining

NLRB Enforcement: Oversees process
Must bargain in good faith

Important Distinctions

Right to Work: Don't have to join union
At-Will Employment: Can be fired for any reason (but not illegal reasons)
Unions often don't help individual employees effectively

Agency Law

Definition and Formation

Agency: Fiduciary relationship between principal and agent where agent works on behalf of principal

Types of Agency Formation

Express: Written or oral agreement (clearly explained)
Implied: Based on circumstances (ability to enter transactions)
Apparent: Third party reasonably believes agency exists (principal bound)

Authority Types

Express Authority: Clearly explained Power of Attorney: Can evidence authority on behalf of principal Apparent Authority: Reasonable assumption of agency Implied Authority: Ability to enter transactions

Principal Liability for Agent's Actions

Respondeat Superior

Generally liable for agent's actions within scope of employment

Negligence Liability

Generally liable for agent's negligence within scope of employment
Exceptions:
- Frolic and Detour: Conduct outside scope of employment
- Coming and Going Rule: Not responsible when employee off the clock

Intentional Tort Liability

Tests for Liability:

Motivation Test: Was agent motivated to promote business?
Work-Related Test: Was tort committed during company time/space?

Other Agency Concepts

Ratification: Principal accepts liability for agent's unauthorized acts (creates express agency relationship retroactively)

Duties in Agency Relationship

Principal's Duties to Agent

Compensation
Reimbursement
Cooperation
Safe working conditions

Agent's Duties to Principal

Loyalty
Accounting
Performance
Obedience
Notification

Consumer Protection Law

Federal Enforcement Agencies

Federal Trade Commission (FTC) and Bureau of Consumer Protection

Powers: Cease-and-desist orders, corrective advertising, disgorge profits

Consumer Financial Protection Bureau (CFPB): Enforces financial laws and regulations Securities and Exchange Commission: Regulates securities

Advertising and Marketing Regulation

Deceptive Advertising Practices

Expressly false statements
Bait and switch tactics

Labeling Requirements

Fair Packaging and Labeling Act (FPLA) covers:

Nutrition labels
Food, drugs, cosmetics
Poison prevention
Wool products
Flammable fabrics
Hazardous substances
Cigarettes
Fur products

Sales Regulation

3-day "cooling off period"
Do not call list

Credit and Debt Protection

Fair Debt Collection Practices Act (FDCPA)

Very strict regulations on third-party collectors:

Applies to consumer debts (not business)
Key Rule: Ignorance is not a defense
Restrictions on calling times, harassment, false threats

Truth in Lending Act

Regulation Z: Must disclose interest charge, APR, and 3 days to cancel

Regulates household credit

Credit Reporting Laws

Fair Credit Reporting Act:

Consumer can request credit report annually
Can request if denied credit
Dispute procedures
Remove outdated information

Equal Credit Opportunity Act: Cannot discriminate in lending

Electronic and Card Regulations

Electronic Funds Transfer Act: Electronic, ATM, debit transactions

Credit Card Accountability and Disclosure Act:

Disclose total interest
45-day notice to increase rate
Statement 21 days before bill due

Health and Safety

Food and Drug Administration (FDA)

Approves new drugs

Department of Transportation

Protect public safety
Aviation regulation
Highway safety
Vehicle manufacturing standards

Consumer Product Safety Commission

Handle complaints
Product recalls
Identify hazards
Public information
Regulation authorized by Congress
Most states have their own agencies

Guest Speakers

Sarah Starky - Larry H Miller Companies

Chief Legal Officer and Board Secretary

Contract Fundamentals in Business

Transaction Documentation

Complex Deal Structure:

Series of contracts document every aspect
Everything memorialized in detailed journals
Multiple lawyers may interpret same contracts differently
Importance: Clear, unambiguous language essential

Common Contract Types in Practice

Oral Contracts:

Most common in daily business (giving permission)
Problem: Difficult to prove terms
Best Practice: Follow up with email documentation

Contracts of Adhesion:

Standard form contracts (take it or leave it)
Business Rationale: Uniform terms for legal defense
Reality: Most people don't fully read terms

Essential Contract Focus Areas

Performance: Exactly what each party must do Consideration: What each party receives Evidence Rule: Focus on what you can prove, not what happened Parol Evidence: Information outside written contract (generally excluded)

Contract Breach and Remedies

Built-in Breach Provisions:

Termination clauses and procedures
Lawsuit procedures and jurisdiction
Mediation/arbitration requirements (parties must pay arbitration fees)
Damages: Monetary (liquidated) and punitive (treble = 3 times actual)

Business Deal Evaluation

Constant Deal Assessment:

Governance: Does source of money want to enter transaction?
Negotiation: Does other party want to enter transaction?

Negotiation Philosophy: "Take the road so high your nose bleeds"

Not a zero-sum game - everyone can win
Balance agreed provisions vs. outstanding issues
Use cross-leverage: strategic push and pull tactics

Types of Business Purchases

Asset Purchase:

Buying inventory and equipment only
Buyer doesn't assume existing liabilities

Stock Purchase:

Buying entire company including all liabilities
Also purchasing all existing responsibilities
WARN Act Compliance: Must notify employees 60 days before mass layoffs
Indemnification: Determining post-sale responsibilities

Legal Problem Areas

Common Contract Issues:

Misrepresentation of facts
Duress in contract formation
Undue influence on decision-making

Complex Transactions:

Mergers and Acquisitions (M&A): Multiple contract layers
Due Diligence: Thorough investigation before purchase

Katie Panzer - Hollingsworth Law

Employment Lawyer, President of Utah Employment Lawyers Association

Core Employment Law Principles

Preventive Legal Philosophy

"Don't let an oh shit become an oh fuck"

Address small problems before they become major legal issues
Proactive management prevents costly litigation

Employee Value and Legal Protection

Employees as Assets:

Most valuable company resource
Consider: Acquisition costs, training investment, value to company
Treating employees well provides legal protection

Performance Management Strategy:

Honest performance evaluations solve problems early
Enable employee improvement opportunities
Key Insight: Best businesses have best solutions, not fewest problems

Discrimination Prevention

Workplace Reality:

Discrimination exists in all workplaces
Status quo often involves ignoring issues
Proactive Solutions: Unconscious bias training, empowering HR
Leadership: Don't restrict HR from addressing problems
Principle: Lead by example - smart employees don't accept lazy leadership

Legal Practice Insights

Different Standards Problem:

Different job standards can create legal issues
Trigger: When affected person objects to treatment

Litigation vs. Discrimination:

Retaliation Claims: Often easier to prove than underlying discrimination
More straightforward legal standards

Insurance and Defense Costs:

Insurance company selects defense law firm
Conflict: Defense attorneys profit more from litigation than ADR
May not serve client's best interests

Union Perspective:

Unions often don't effectively help individual employees
Observation: Issues taken more seriously when union representation present

Key Cases

Foundations of Business Law Cases

Plessy v. Ferguson (1896) / Brown v. Board of Education (1954)

Significance: Demonstrates how legal interpretation can change over time
Plessy: "Separate but equal" doctrine established
Brown: Overturned Plessy, declaring segregation inherently unequal
Lesson: Law and constitutional interpretation are flexible and evolving

Standefer v. United States

Issue: Fairness in legal system
Problem: Same case with different rulings in different courts
Significance: Highlights inconsistency challenges in legal system

Hein v. Freedom From Religion Foundation

Issue: Standing requirements for taxpayer lawsuits
Significance: Limits who can challenge government expenditures

Lujan v. Defenders of Wildlife

Issue: Environmental standing requirements
Holding: Must show concrete injury for standing
Significance: Establishes modern standing doctrine requirements

International Shoe v. Washington (1945)

Issue: Personal jurisdiction over out-of-state defendants
Test Established: Minimum contacts, purposeful availment, fair and substantial connection
Significance: Foundation of modern personal jurisdiction law

Mayo v. Satan and His Staff

Issue: Lack of proper service of process
Significance: Humorous case demonstrating importance of proper summons
Lesson: All procedural requirements must be met

Seaman's v Standard Oil

Significance: Demonstrates litigation process complexities

Yankee v Bridgewater

Significance: Shows jurisdictional issues in practice

Interactive Gift v CompuServe

Significance: Modern jurisdiction in internet commerce

Pearson v. Chung

Issue: Cost and proportionality in litigation
Facts: $67 million lawsuit over allegedly lost pants at dry cleaner
Significance: Example of litigation costs exceeding reasonable damages
Lesson: Consider proportionality between legal costs and potential recovery

Criminal Law Cases

Mapp v. Ohio (1961)

Issue: Exclusionary rule application to states
Holding: Illegally obtained evidence cannot be used in state courts
Significance: Extended 4th Amendment exclusionary rule to all courts

Miranda v. Arizona (1966)

Issue: 5th Amendment self-incrimination rights
Holding: Police must inform suspects of constitutional rights
Created: Miranda warnings requirement
Significance: Fundamental protection for criminal suspects

United States v. Leon (1984)

Issue: Good faith exception to exclusionary rule
Holding: Evidence admissible if police reasonably relied on defective warrant
Significance: Limited exclusionary rule scope

Terry v. Ohio (1968)

Issue: Reasonable suspicion for police stops
Holding: Brief detention allowed with reasonable suspicion
Created: "Terry stops" with limited frisk for safety
Significance: Balanced police safety with individual rights

Gideon v. Wainwright (1963)

Issue: Right to counsel in criminal cases
Holding: States must provide attorneys for indigent defendants
Significance: Established fundamental right to legal representation

Graham v. Florida (2010)

Issue: Proportionality in criminal punishment
Holding: Life without parole for non-homicide juvenile crimes violates 8th Amendment
Significance: Punishment must fit crime proportionality requirement

Kyllo v. United States (2001)

Issue: Technology and 4th Amendment privacy
Facts: Thermal imaging of home to detect marijuana growing
Holding: Warrant required for technological surveillance of home interior
Significance: Privacy rights adapt to new technology

Kelo v. City of New London (2005)

Issue: Takings clause "public use" requirement
Holding: Economic development can constitute valid "public use"
Controversy: Allowed taking private property for private development
Significance: Broad interpretation of eminent domain power

Constitutional Law Cases

Wickard v. Filburn (1942)

Issue: Commerce Clause power scope
Holding: Congress can regulate local activity affecting interstate commerce
Facts: Farmer growing wheat for own use still subject to federal regulation
Significance: Greatly expanded federal commerce power

Morse v. Frederick (2007)

Issue: Student speech rights ("Bong Hits 4 Jesus" banner)
Holding: Schools can restrict student speech promoting illegal drug use
Significance: Limits student First Amendment rights in school context

Snyder v. Phelps (2011)

Issue: Hate speech at military funeral
Holding: Even hateful speech on public issues receives First Amendment protection
Facts: Westboro Baptist Church picketing with offensive signs
Significance: Strong protection for even deeply offensive speech

Central Hudson Gas & Electric v. Public Service Commission (1980)

Issue: Commercial speech regulation
Test Established: 3-step test for restricting commercial speech:
1. Government must have substantial interest
2. Regulation must directly advance that interest
3. Regulation must be narrowly tailored
Significance: Balances commercial speech rights with government regulation

Tort Law Cases

Walmart v. Cockrell

Issue: False imprisonment and merchant protection statute
Holding: Merchant protection statute interpreted narrowly
Facts: Invasive search without clear suspicion, humiliating treatment
Significance: Tightened standards for merchant detention rights

Palsgraf v. Long Island Railroad (1928)

Issue: Proximate cause and duty of care
Facts: Package explosion injured distant plaintiff
Holding: No duty owed to unforeseeable plaintiff
Significance: Established foreseeability requirement for negligence duty

Lilya v. The Greater Gulf State Fair

Issue: Assumption of risk defense
Facts: Injury from mechanical bull ride
Holding: Plaintiff assumed known risk of dangerous activity
Significance: Strong assumption of risk defense for obvious dangers

Pannu v. Land Rover

Issue: Product liability with design defect
Holding: Comparative fault applies in product liability
Test Used: Consumer expectation test for design defects
Significance: Modern approach to product liability damages

Eldridge v. Johndrow (Utah Supreme Court)

Issue: Business management dispute and blackmail tort
Facts: Embarrassing but true information used as leverage
Holding: Improper motive alone doesn't create tort liability
Requirements: Must have both improper motive AND improper means
Significance: Eliminated "improper purpose" tort doctrine

Krysa v. Payne

Issue: Fraudulent misrepresentation in used car sale
Holdings: Both fraudulent and negligent misrepresentation found
Damages: Actual value difference plus punitive damages
Significance: Shows both intentional and unintentional fraud theories

Dunn v. Cloney

Issue: Construction negligence with punitive damages
Facts: Improperly built retaining wall
Holding: Punitive damages awarded for egregious conduct
Significance: Punitive damages available for gross negligence

Property Law Cases

Corliss v. Wenner (Idaho, 1998)

Issue: Treasure trove vs. mislaid property
Facts: Gold coins found buried on property
Holding: Classified as mislaid property, not treasure trove
Result: Landowner (Corliss) won over finder
Significance: Modern courts reject treasure trove doctrine

Don-Lin v. Westin Hotel

Issue: Bailment relationship and liability
Facts: Hotel delivered prototypes to wrong party (Dillard's)
Holding: Delivery concluded bailment, hotel liable for misdelivery
Significance: Shows bailment duties and breach consequences

Contract Law Cases

Parente v. Pirozzoli

Issue: Contract void due to illegality
Facts: Contract void because felony conviction prevented obtaining liquor license
Significance: Licensing requirements can make contracts illegal

Sturdza v. UAE

Issue: Contract void because architect wasn't licensed
Holding: Licensing requirement made contract illegal
Significance: Professional licensing affects contract validity

Hamer v. Sidway

Issue: Consideration in contract formation
Facts: Uncle promised nephew $5,000 to refrain from drinking/smoking until 21
Estate Argument: No consideration provided
Court Holding: Legal detriment (refraining from legal activities) was valid consideration
Significance: Established legal detriment as valid consideration

Taylor v. Caldwell

Issue: Impossibility of performance
Facts: Music hall burned down before performance
Holding: Contract discharged due to impossibility
Significance: Established impossibility defense

Maple Farms v. School District

Issue: Commercial impracticality due to price increases
Facts: Milk seller claimed price increases excused performance
Holding: Maple Farms lost - price increases alone don't excuse performance
Significance: High standard for commercial impracticality

Short v. Hankins

Issue: Specific performance remedy
Facts: Property purchase where buyer missed closing date
Holding: Court ordered specific performance to complete sale
Significance: Specific performance available for real estate contracts

Employment Law Cases

Tiga Emuveyan v. Geneva Rock

Facts: Only black employee at location subjected to racial harassment
Problem: HR ignored three separate complaints, retaliation occurred
Result: $6 million total case cost ($1M punitive, $900K attorney fees, $4M defense costs)
Lessons: Address harassment complaints immediately, document actions, prevent retaliation

Davis v. J.P. Morgan

Issue: Discriminatory termination claim
Result: Reversed in favor of J.P. Morgan on appeal
Significance: Shows difficulty of proving discrimination cases

Okoli v. Baltimore

Issues: Multiple harassment claims by black woman
Claims: Quid pro quo, hostile work environment, and retaliation
Significance: Demonstrates how multiple discrimination theories can apply

Ricci v. DeStefano (2009)

Issue: Disparate impact vs. disparate treatment
Facts: Firefighter promotion exam with racial disparity in results
Holding: Throwing out test results violated Title VII
Significance: Balances competing discrimination theories

Cortez v. Walmart

Issue: Age discrimination in employment
Facts: Told he should "step aside for younger managers"
Violation: Age Discrimination in Employment Act (ADEA)
Significance: Direct evidence of age-based discrimination

Antoninetti v. Chipotle

Issue: ADA accessibility requirements
Facts: Restaurant menu couldn't be seen from wheelchair
Violation: Americans with Disabilities Act
Requirement: Must provide "full and equal enjoyment" of facilities

Bally's Park Place v. NLRB

Issues: Multiple labor law violations
Facts: Employee fired for attending union rally during approved FMLA leave
Violations:
- Refused to bargain in good faith (NLRA violation)
- Retaliation for FMLA use
- "Falsely using FMLA" termination reason
Significance: Shows intersection of labor and employment laws

Akins v. Golden Triangle

Issue: Employer liability for employee embezzlement
Holding: Employer not liable for embezzlement
Reasoning: Failed both motivation test and work-related test
Significance: Limits on respondeat superior liability

Bosse v. Brinker Restaurant

Issue: Apparent agency relationship
Facts: Restaurant patron chased teens for "dine and dash," teens crashed
Holding: Patron was not restaurant's agent
Significance: No agency relationship without proper formation

Burlarley v. Walmart

Issue: Employer liability for employee intentional torts
Facts: Employee threw items at customer
Holding: Walmart not liable for intentional tort outside scope of employment
Significance: Limits employer liability for employee misconduct

Consumer Protection Cases

FTC v. Bronson Partners

Issue: Deceptive advertising for weight loss products
Violation: False claims about product effectiveness
Result: $2 million in damages
Significance: FTC enforcement of advertising standards

FTC v. Partners

Issue: Weight loss products case
Violation: False advertising claims
Significance: Shows FTC enforcement of deceptive advertising laws

Jerman v. Carlisle, McNellie & Rini (2010)

Issue: Fair Debt Collection Practices Act (FDCPA) strict liability
Facts: Debt collector claimed debt valid unless disputed
Lower Courts: Ruled "bona fide error" defense applied
Supreme Court: Reversed - ignorance of law is not a defense
Significance: FDCPA imposes strict liability on debt collectors

Case Law Synthesis and Themes

Evolution of Legal Doctrine

Plessy to Brown: Constitutional interpretation evolves with societal values
International Shoe: Modern jurisdictional concepts adapt to changing commerce
Miranda/Mapp: Expansion of individual rights against government power

Balancing Tests in Constitutional Law

Central Hudson: Commercial speech regulation framework
Terry: Balancing police safety with individual liberty
Snyder: Free speech protection even for offensive content

Employment Law Trends

Retaliation: Often easier to prove than underlying discrimination
Proactive Management: Prevention more effective than litigation defense
Multiple Claims: Modern cases often involve several legal theories

Tort Law Principles

Foreseeability: Central to duty and proximate cause analysis
Assumption of Risk: Strong defense for obvious dangers
Punitive Damages: Available for egregious conduct

Agency and Business Liability

Scope of Employment: Key limitation on employer liability
Proper Formation: Agency relationships require clear establishment
Respondeat Superior: Employers liable for authorized agent actions

Consumer Protection Enforcement

Strict Liability: FDCPA imposes high standards on debt collectors
FTC Power: Broad authority to address deceptive practices
Proportionality: Legal costs should match potential harm

This comprehensive compilation integrates both sections of notes while maintaining organized, detailed formatting that makes the material accessible for study and reference purposes.