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BLAW 210 Commercial Transactions Course Guide

Course Description

This course is a focused in depth study of commercial law. It principally relates the Uniform Commercial Code, the common law for businesses adopted throughout the United States today. Specifically, it is limited to a study of general contract law is far greater depth, followed by thorough study of Uniform Commercial Code and E Commerce contract applications in commercial situations. General statutory non-UCC contract law is examined at first in detail. This is followed by a precise review of UCC Article 2 (sale of goods contracts), UCC Article 3 (negotiable instruments), and UCC Article 9 (security interests). It concludes with a study of bankruptcy and E Commerce contracts in a commercial setting. Each part of the course is examined at length through a very careful review of the general principles of law in these areas, followed by a thorough examination of all of the various exceptions and principles which make up the myriad of rules and regulations governing these areas. E Commerce contracts are examined through their types, uses, future prospects, limitations and problems, current and future issues and laws governing their use and application.

Finally, but very significantly, ethics must be worked in to each area covered. There should be at least one to two classes covering ethical issues, considerations, cases, problems, and relating to each of the two parties of the course. In addition, as referenced above, ethics should be introduced and applied in each area studied and each chapter of the text covered.

Learning Objectives

The course learning objectives include the knowledge, understanding and ability to use and apply the following areas:

a) the requisites to formation of a contract;
b) the defenses to a contract;
c) the remedies to breach of contract;
d) the Uniform Commercial Code changes to contract law;
e) the formation and enforcement of a contract for the sale of goods;
f) remedies available upon breach of a contract for the sale of goods;
g) availability, applicability, future and significance of E commerce contracts;
h) applicability, effect and enforceability of legislation affecting E commerce, including UCITA and UETA;
i) legal and practical implications of E commerce licensery;
j) requisites for, and types of negotiable instruments;
k) enforceability of, liability for and defenses to negotiable instruments;
l) traditional and non-traditional methods of securing collateral and payment for obligations;
m) foundation, and enforceable and priority of Article 9 security interests;
n) bankruptcy, its’ use, types, application, steps and effects on debtors and creditors.

This course is intended to help students attain a basic understanding of the American legal system, particularly as it relates to business organizations. Students must be able to appreciate the very practical effect of areas of law in their own lives and what they must be ready for as they encounter civil and criminal legal issues and business formation issues throughout their lives.
Students should be advised that they are going to need this knowledge not for a final nor a midterm but to avoid as many real problems and pitfalls in today’s society as possible as they live their lives. It should be clearly explained that this course gives them a chance to absorb as much of that vital practical knowledge as possible through an attorney for no cost. It is their chance to have an open forum for legal advice without charge for probably the last time in their career and life.

Course Outline

Section One:
• general contract law, including types of contracts, written and oral contracts, illegality, capacity, consideration, offer and acceptance, third parties, defenses, performance, breach and remedies

Section Two:
• Article 2 of the UCC, including shipment and destination contracts, risk of loss, title, third-parties’ rights, defenses, breach and remedies, and the myriad of new rules created by the UCC for contracts for the sale of goods, including those that have been extended to contracts of other types

Section Three:
• Article 3 of the UCC - Negotiable Instruments, including promissory notes, cds, drafts, checks, trade acceptances, letters of credit, and the myriad of rules covering negotiability, transferability, defenses, real and personal, holder in due course, exceptions to holder in due course, breach and remedies, signature and warranty liability

Section Four:
• Article 9 of the UCC including traditional security, liens, judgments, attachments and executions, possessory liens, mechanic’s liens, attachment, agreement and perfection under Article 9, priority, rights and remedies, bankruptcy, types of bankruptcy, process of bankruptcy, effects, limitations and precautions relative to bankruptcy

Section Five:
• E Commerce contracts including new types of contracts, future contract, effective contracts, digital signatures, attribution, defenses, problems and issues, legislation, procedural and substantive, future rights and remedies

Recommended Teaching Methodology

Lecture to some extent is essential to cover the many areas involved in Business Law 200, as it is a survey course. However, class discussions should be encouraged at all costs to elevate the level of the class interest in this subject. This subject covers such a wide range of issues and areas, which are so vital to the future of all of the students, which the students can expect to encounter throughout their lives, and which are so pragmatic and even “media-driven”, that it should not be difficult to lead the class discussions in ways that are as interesting as possible for the students and yet informative on all of the areas set forth in the course description and outline.

Recommended Assessment Measures

The primary method of assessment should be testing. The type of testing is up to each individual professor. The type of testing should depend upon the size of the class, the scope of the material covered, the number of tests, and the time and availability of testing by essay as opposed to objective testing. However, the teacher must make the students write and orally communicate. If this is done through use of case problems, “hand-in” class assignments, or in-class problems to be written out and turned in for evaluation, then objective tests can be used since the writing component will have been achieved. Otherwise, there should be some essay component either in the test or in some other method in the class so the students are required to write. Students should also experience oral communications and presentation (preferably through answering or responding to case problems or legal issues) so that they leave the class with the ability to orally communicate solutions to problems.

Statement of Expectations

In sum, the student should expect to leave this course with an understanding of the legal issues they are going to be forced to face in today’s society, from civil and criminal litigation and liability, individually and in business, to business contracts and forms and structures, so that they are personally and professionally prepared to cope with the “law-obsessed” world which they or their employer will face in doing business in today’s world. A significant component of these expectations and learning objectives is the vital need for the students completing this course to understand, be aware of and expect ethical issues, and to have the ability to cull solutions to same, in each of these many and varied legal areas.

Students should understand that most learning takes place when they are working on the material outside of class, when they are reading, thinking critically, analyzing, and applying knowledge to business world examples. The amount that students learn will be directly related to the amount of effort expended. Classes are opportunities to discuss and apply material, and to develop communication and leadership skills. They are also opportunities for the professor to provide insight, to help students attain understanding, and for the evaluation of performance. Students should expect that the average weekly workload in this course would be three hours in class plus a minimum of six hours of studying and assignment preparation.

Prerequisite, Knowledge and Skills

There are no prerequisites to this course. The student should enter the course with some understanding of the place of law in society today and how vital it is for them to take as much as they can out of this course to help them prepare for the real world.

Mechanism for Providing Feedback for Developmental Assessment of Quality Improvement

Individual professors teaching this course will evaluate each student based on individual course specific knowledge and skill objectives. Performance assessments, by learning objective, will be summarized and reported to the department head or a designate. Performance assessments from multiple sections and professors will be compiled into a single comparative report. This report will be utilized for overall evaluation of the BLAW 200 course and for control purposes. Any deficiencies in attaining learning outcomes will be addressed and appropriate changes designed to improve the probability of attaining these outcomes.