Ⅰ.INTRODUCTION

Law in General: Its Classification and Sources

The Sources of Law

Enacted or Written Law

Common or Unwritten Law

Commercial Law and Its Study

What May Be Acquired by a Study of Business Law

PART Ⅰ LAW OF CONTRACT

Ⅱ.CONTRACT DEFINED

Definition

Kinds of Contracts

Validity of Contracts

Ⅲ.THE FORMATION OF CONTRACTS: （1） PARTIES

Party Defined

1. Infants or Minors

2. Insane Persons

3. Drunkards

4. Married Women

Ⅳ.THE FORMATION OF CONTRACTS: （2） OFFER AND ACCEPTANCE

Introductory

A Serious Intention to Enter into an Agree-ment Is Necessary

The Offer and Acceptance Must Be Definitely Made

Ignorance of Contract Terms Forms No Excuse

Communication of Intention Is Necessary to Make an Offer

Offer May Be Withdrawn Before Accept-ance

Absence of Time Limit for Acceptance ImpliesReasonable Diligence

Rejection or Counter Proposition Closes an Offer

Acceptance of an Offer Bind’s Both Parties

Ⅴ.THE FORMATION OF CONTRACTS: （3） REALITY OF CONSENT

1. Mistake

2. Fraud

What Constitutes a Fraud

Statement of Opinion Differing from the Statement of Fact

Is Silence a Fraud?

3. Duress or Force

4. Undue Influence

Ⅵ.THE FORMATION OF CONTRACTS: （4） CONSIDERATION AND （5） LEGALITY

Definition and Necessity of Consideration

The Inadequacy of Consideration Usually Has No Effect upon the Binding Force of Contract

Insufficient Consideration Discussed

1. Moral Consideration

2. Past Consideration

3. Impossible Consideration

The Doing of a Legal Duty Is No Considera-tion

Contracts Under Seal

Legality of the Contract

Particular Classes of Illegal Agreements

Wager Contracts

Contracts in Restraint of Trade

Restraint of Marriage

Injuring Public Service

Usurious Agreement

Sunday Agreement

Ⅶ.THE FORM AND EXPRESSION OF A CONTRACT

Introductory

Oral Contracts

Implied Contracts

Written Contracts

The Famous Statute of Frauds and Perjuries

The Form of a Contract

Contracts Under Seal

The Parol Evidence Rule

Ⅷ.THE TRANSFER AND DISCHARGE OF CONTRACTS

The Transfer of Contracts

1. Transfer by Subsequent Agreement

2. Transfer by Operation of Law

The Discharge of Contracts

1. Discharge by Performance

2. Discharge by Agreement

3. Discharge by Breach

4. Discharge by Impossible Performance

a. Destruction of Subject Matter

b. Changed Laws

c. Death or Disability

d. Act of Law

e. Act of Parties

5. Discharge Through the Operation of Law

PART Ⅱ LAW OF AGENCY

Ⅸ.THE FORMATION OF AGENCY

Introduction

Definition

Classes of Agents

1. Agency Created by Express Grant

Power of Attorney

2. Agency Implied from Conduct or Re-lationship

A. From Conduct

B. From Relationship

3. Agency Presumed Through Estoppel

4. Agency Created by Ratification

Ⅹ.RIGHTS AND OBLIGATIONS OF PRIN-CIPALS

Agnts and Their Parties

1. The Agent’s Obligations Towards His Principal

2. The Agent’s Obligations Towards Third Parties

3. The Principal’s Obligations Towards His Agent

4. The Principal’s Obligations Towards Third Parties

5. The Obligations of the Third Parties Towards the Principal

6. The Obligations of Third Parties To-wards the Agent

ⅩⅠ.THE TERMINATION OF AGENCY

1. Termination of Agency by Agree-ment

2. Termination of Agency by Perform-ance

3. Termination of Agency by Breach

4. Termination of Agency by Impos-sibility

5. Termination of Agency by Bankruptcy

ⅩⅡ.MASTER AND SERVANT； OR EM-PLOYER AND EMPLOYEE

Duties of the Master

The Master’s Liability

How a Servant May Be Discharged

1. Willful Disobedience of Reasonable and Lawful Order

2. Gross Moral Misconduct

3. Incompetency or Permanent Disability

4. Habitual Neglect in Performance of Duties

PART ⅢLAW OF SALES

ⅩⅢ.DEFINITIONS AND EXPLANATIONS

“Sales of Goods” as a Subdivision of Law

Definition

Sales Distinguished from Other Transactions

Sales and Bailments Distinguished

Sales and Gifts Distinguished

ⅩⅣ.WARRANTIES IN SALES

Warranty Defined

Express Warranties

Caveat Emptor

Implied Warranty

a. Warranty of Title

b. Warranty of Quality

c. Sale by Description

d. Sale by Sample

Remedies for Breach of Warranty

ⅩⅤ.THE TRANSFER OF OWNERSHIP

1 . When the Title Passes to the Buyer

Risk of Loss

2. What Title Passes to the Buyer

a. Negotiable Instruments

b. Where the Owner Deceives the Third Person as to the Title

c. Two Purchasers of the Same Goods

ⅩⅥ.THE RIGHTS OF THE SELLER OF PERSONAL PROPERTY

1. The Seller’s Right to Set Aside the Contract if the Buyer Has Been Guilty of Fraud

2. The Seller’s Lien to Secure Payment of the Purchase Money

3. The Seller’s Right of Stoppage in Transit

ⅩⅦ.THE RIGHTS OF THE BUYER OF PERSONAL PROPERTY

1. The Buyer’s Right to the Exact Performance According to the Agreement by the Seller

2. The Seller’s Right to a Clear Title to the Property Purchased

PART Ⅳ LAW OF NEGOTIABLE INSTRUMENTS

ⅩⅧ.NATURE AND FORMS OF NEGOTI-ABLE INSTRUMENTS

Nature and Origin of Negotiable Instru-ments

Forms of Negotiable Instruments

1. Promissory Notes

Promissory Note Defined and Illustrated

Parties to Promissory Notes

Special Forms of Promissory Notes

2. Bills of Exchange

Bills of Exchange Defined and Il-lustrated

Bills of Exchange in Sets

Parties to Bills of Exchange

Special Forms of Bills of Exchange

Another Form of Bill of Exchange or Draft or a Trade Acceptance

3. Checks

Definition of Check

Parties to Checks

Rights of the Holder Against the Bank

ⅩⅨ.REQUISITES OF NEGOTIABLE IN-STRUMENTS

Purpose of Formal Requisities

The Formal Requisites Stated

1. What Is Meant by “ in Writing”

2. What Is Meant by “ Unconditional or Absolute Promise”

Reference to Transaction or Con-sideration

Reference to a Particular Fund or Account

3. What Is Meant by “A Certain Sum of Money ”

4. What Is Meant by “ Payable on Demand ”

5. What Is Meant by “ Determinable Future Time”

6. What Is Meant by “ Payable to Bearer or to Order ”

7. What Is Not Required

ⅩⅩ.NEGOTIATION OF NEGOTIABLE PA-PERS

Negotiation Defined

Negotiation May Be Accomplished in Two Ways

Kinds of Indorsements

Indorsement in Blank

Special Indorsement

Qualified Indorsement

Conditional Indorsement

Restrictive Indorsement

Indorser’s Warranties

1. That the Instrument Is Genuine and in All Respects What It Purports to Be

2. That He Has a Good Title to It

3. That All Prior Parties Had Capacity to Contract

4. That the Instrument Is at the Time of Indorsement Valid

ⅩⅩⅠ.RIGHTS OF TRANSFEREE

Holder in Due Course Must Take Paper by Proper Indorsement if It Is Necessary

Holder in Due Course Must Give Value for the Instrument

Holder in Due Course Must Acquire Paper in Good Faith

Holder in Due Course Must Acquire Paper Before Due

The Party Who Purchased the Paper from a Holder in Due Course Is a Holder in Due Course

Right of a Holder in Due Course Against the Party Primarily Liable

Classification of Defenses

1. Personal Defenses

Fraud in the Inducement

Lack of Consideration

Failure of Consideration and Breach of Contract

Payment Before Maturity

Set-off

Theft or Lack of Delivery

2. Real Defenses

Want of Capacity to Make a Binding Contract

Forgery Is a Good Defense that Can Be Made Against a Holder in Due Course

Fraud in the Inception or Execution

Material Alteration

ⅩⅩⅡ.LIABILITY OF PARTIES

Parties Primarily Liable

Maker of a Note

Acceptor of a Bill

Parties Secondarily Liable

Transferors

Drawer of a Bill

Drawer of a Check

Contract of Accommodation Parties

Liability of Accommodation Party

Acceptance for Honor

ⅩⅩⅢ.PROCEDURE TO CHARGE PARTIES SECONDARILY LIABLE

General Statement

Presentment for Payment

Presentment Required

Day for Presentment

Place of Presentment

Presentment — by Whom

Presentment—to Whom

Presentment for Payment Excused

Presentment for Payment Waived

Notice of Dishonor 19oThe Requirement Stated 19oTo Whom to Be Given

By Whom to Be Given

How Given

Due Notice by Mail

Where to Be Sent

Notice Dispensed with

Protest of Bills of Exchange

Inland Bill—Foreign Bill

Certificate of Protest

By Whom Protest Is to Be Made

Time of Protest

Place of Protest

Protest for Better Security

Waiver of Protest

Protest Dispensed with

Delay in Making Protest Excused

ⅩⅩⅣ.DISCHARGE OF NEGOTIABLE IN-STRUMENTS

Meaning of Discharge

Discharge of the Paper Itself

Discharge by Payment

Payment of Party Accommodated

By Intentional Cancellation by the Holder

By Acquisition of the Paper at or After Maturity by the Principal Debtor

Discharge of Parties Secondarily Liable

In General

Failure to Present for Payment

Intentional Cancellation of Signature by Holder

By Valid Tender of Payment by Prior Party

By Release of Principal Debtor

By Extension of Time of Payment

PART Ⅴ LAW OF PARTNERSHIP

ⅩⅩⅤ.THE NATURE AND FORMATION OF PARTNERSHIPS

Introductory Comments

Business Associations

Partnership Defined

Sharing in Profits Not Enough to Con-stitute a Partnership

Partners Must Be Mutual Owners

Partners Are All Liable as Principals

Partnerships Are on the Personal Basis

Who May Be a Partner

Partnerships Classified

An Ordinary Partnership

A Limited Partnership

A Joint Stock Company

The Various Kinds of Partners

1. Ostensible Partners

2. Nominal Partners

3. Secret Partners

4. Silent Partners

5. Dormant or Sleeping Partners

How Formed

Articles of Copartnership

The Contract

The Firm Name

Partnership Property: Capital

ⅩⅩⅥ.THE RIGHTS AND OBLIGATIONS OF PARTNERS

The Relation of a Partner Towards His Fellows as a Principal of the Firm

Good Faith Between Partners

Partners Are Co-owners of the Firm’s Property

The Rule of the Majority

Partners Cannot Compete

A Partner’s Right to Deal with the Firm

The Authority of a Partner as an Agent of the Firm

General Discussion

Power of a Partner to Buy and Sell

Right of Partners to Buy and Sell upon Credit

Each Partner Is Liable for the Tort Committed by Other Partners

Limitations of Partners’ Authority

Partnership Accounts

Incoming Partners

Outgoing Partners

Secret Partners

A Partner’s Obligations to Firm Credi-tors

Right to Fellow Assets of Any Partner

Contests Between the Creditors of the Firm and the Creditors of the Indi-vidual Partner

ⅩⅩⅦ.THE TERMINATION OF PARTNER-SHIPS

Causes of Dissolution

1. Dissolution by Act of Parties

a. Dissolution by Lapse of Time

b. Dissolution by Mutual Agree-ment

c. Dissolution by the Transfer of a Partner’s Interests

2. Dissolution by Operation of Law

a. Dissolution by Death of a Partner

b. Dissolution by Bankruptcy

3. Dissolution by Court Decree

Disposition of Assets upon Dissolution

PART Ⅵ LAW OF CORPORATION

ⅩⅩⅧ.CORPORATIONS DISCUSSED IN GENERAL

The Corporation as a Legal Person

Powers of a Corporation in General

A Charter Essential

Corporations de Facto and de Jure

The Purposes of Incorporation

Kinds of Corporations

How Corporations Are Formed

Capital Stock

ⅩⅩⅨ.THE POWERS OF A CORPORATION

The Powers Inherent in Corporate Ex-istence

In General

Power to Sue and Be Sued, to Contract,and to Own Property

Power to Commit Crimes

Power to Commit Tort

Express Charter Powers

In General

Statement of Powers

Implied Powers

Implied Power to Do All that Is Necessary to Accomplish the Main Purpose for Which the Corporation Is Created

Implied Power to Own Real Estate

Implied Powers to Borrow and Lend Money

Effect of Ultra Vires

Right of Stockholders to Prevent Ultra Vires

Right of Either Party to an Executory Contract Ultra Vires to Repudiate It

Where Benefits Have Been Received by a Corporation

ⅩⅩⅩ.THE CORPORATE STRUCTRE

The Charter

The By-laws

The Stockholders

The Directors

The Executive Officers

The President

The Secretary

The Treasurer

Other Officers

The Employed Staff

ⅩⅩⅩⅠ.THE RIGHTS AND OBLIGATIONS OF STOCKHOLDERS

Their Rights

A Stockholder’s Right to Dividends

A Stockholder’s Right to Subscribe for New Stock

A Stockholder’s Right toVote at Corporate Meetings

A Stockholder’s Right to Inspect the Company’s Book and Interfera in the Management of Its Affairs

Their Obligation

Their Liability on Stock Subscription

ⅩⅩⅩⅡ.THE TERMINATION OF CORPORA-TIONS

1.Termination of Corporation by Agerrment

2.Termination of Corporation by Performance

3.Termination of Corporation by Breach

4.Termination of Corporation by Imppossibility

5.Termination of Corporation by Bankruptcy or Insolvency

Comparative Difference Between Part-nership and Corporation

PART Ⅶ LAW OF INSURANCE

ⅩⅩⅩⅢ.INSURANCE DISCUSSED IN GENERAL

Insuiance Terms in Common Use

Kinds of Companies

Kinds of Insuiance

1.Property Insuiance

a.Fire Insuiance

b.Marine Insuiance

c.Casualty Insuiance

2.Personal Insuiance

a.Life Insuiance

b.Accident Insuiance

c.Credit Insuiance

d.Employer's Liability Insuiance

e.Automobile Liability Insuiance

ⅩⅩⅩⅣ.FIRE INSURANCE

Insuiable Interest Necessary

Utmost Good Faith Required

Assignment of Interest in the PolicyV

Notice and Proof of Loss

ⅩⅩⅩⅤ.LIFE INSURANCE

Kind of Policies

1.Straight Life

2.Term Insurance

3.Limited Payment

4.Annuity Insurance

Insurable Interest

Warranty,Representation,and Concealment

Suicide and Execution for Crime

Notice and Proof of Death

ⅩⅩⅩⅥ.SUNDRY INSURANCE CONTRACTS

Marine Insurance

Accident Insurance

Burglary Insuiance

Plate Glass Insuiance

Automobile Insuiance