Roger LeRoy Miller - The Legal Environment Today (2021)

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Contents in Brief
Unit 1 The Foundations 1 Unit 4 The Regulatory Environment 553
1 Law and Legal Reasoning 2 20 Administrative Law 554
2 Courts and Alternative Dispute Resolution 34 21 Consumer Protection 574
3 Ethics in Business 68 22 Environmental Law 594
4 Business and the Constitution 96 23 Real and Personal Property 612
5 Torts and Product Liability 121 24 Antitrust Law and Promoting Competition 637
6 Criminal Law and Cyber Crime 152
7 International and Space Law 181 APPENDICES
A The Constitution of the United States A–1
Unit 2 The Commercial Environment 205 B The Uniform Commercial Code A–1
C Answers to the Issue Spotters A–2
8 Intellectual Property Rights 206
D Sample Answers for Business Case Problems with Sample
9 Internet Law, Social Media, and Privacy 232
Answer A–6
10 The Formation of Traditional and E-Contracts 254
Glossary G–1
11 Contract Performance, Breach, and Remedies 287
Table of Cases TC–1
12 Sales and Lease Law 316
Index I–1
13 Creditor-Debtor Relations and Bankruptcy 344
Unit 3 The Employment and Business

Environment 377
14 Agency Relationships 378
15 Employment, Immigration, and Labor Law 406
16 Employment Discrimination 434
17 Business Organizations 460
18 Corporations 489
19 Investor Protection, Insider Trading, and Corporate
Governance 525
iii
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Contents
Unit 1 The Foundations 1

Chapter 1 Courts Online 57
Alternative Dispute Resolution 58
Law and Legal Reasoning 2 ■■ Business Blog: Samsung and Forced Arbitration 61
Business Activities and the Legal Environment 3
Sources of American Law 4 Chapter 3
The Common Law 8
■■ Managerial Strategy: The Power of Precedent 10
Ethics in Business 68
■■ Landmark in the Legal Environment: Equitable Maxims 13 Ethics and the Role of Business 69
Classifications of Law 15 ■■ Business Blog: Bogus Bank and Credit Card Accounts
at Wells Fargo Bank 70
Appendix to Chapter 1 21
■■ Digital Update: Should Employees Have a “Right of
Finding and Analyzing the Law 21 Disconnecting”? 72
Finding Statutory and Administrative Law 21 Case 3.1: Al-Dabagh v. Case Western Reserve University 74
Finding Case Law 22 Ethical Principles and Philosophies 75
Reading and Understanding Case Law 24 ■■ Managerial Strategy: The Stakeholder Capitalism
Exhibit 1A–3 A Sample Court Case 28 Movement 80
Adelman’s Truck Parts Corp. V. Jones Transport 28 Sources of Ethical Issues in Business Decisions 80
■■ Building Analytical Skills: Case Briefing and IRAC Case 3.2: Watson Laboratories, Inc. v. State of Mississippi 81
Legal Reasoning 32 Making Ethical Business Decisions 84
■■ Building Analytical Skills: Applying the IDDR Framework 88
Chapter 2 Business Ethics on a Global Level 88
Appendix to Chapter 3 95
Courts and Alternative Dispute
Costco Code of Ethics 95
Resolution 34
The Judiciary’s Role in American Government 35 Chapter 4
Basic Judicial Requirements 35
■■ Landmark in the Legal Environment:
Business and the Constitution 96
Marbury v. Madison (1803) 36 The Constitutional Powers of Government 97
Spotlight on Gucci: Case 2.1: Gucci America, Inc. v. Wang Huoqing 41 Case 4.1: Classy Cycles, Inc. v. Panama City Beach 98
The State and Federal Court Systems 42 ■■ Landmark in the Legal Environment:
Case 2.2: Oxford Tower Apartments, LP v. Frenchie’s Hair Boutique 44 Gibbons v. Ogden (1824) 100
Following a State Court Case 47 Classic Case 4.2: Heart of Atlanta Motel v. United States 101
■■ Digital Update: Using Social Media for Service of Process 49 Business and the Bill of Rights 103
■■ Ethics Today: Making Bets on Lawsuits 52 ■■ Digital Update: Social Media and the Constitution 105
Case 2.3: Klipsch Group, Inc. v. ePRO E-Commerce Limited 53 ■■ Ethics Today: Free Speech in the Workplace 107
iv
Contents v
Spotlight on Beer Labels: Case 4.3: Bad Frog Brewery, Criminal Liability 155
Inc. v. New York State Liquor Authority 108 ■■ Digital Update: Should Bitcoin Be Illegal? 155
■■ Building Analytical Skills: Determining When Public Case 6.1: United States v. Crabtree 156
Religious Displays Violate the Establishment Clause 110
■■ Managerial Strategy: The Criminalization of American Business 158
Due Process and Equal Protection 112
Types of Crimes 160
Privacy Rights 114
Spotlight on White-Collar Crime: Case 6.2: People v. Sisuphan 163
■■ Cybersecurity and the Law: Should Apple Help
Law Enforcement? 115
Defenses to Criminal Liability 167
Constitutional Safeguards 169
■■ Landmark in the Legal Environment:
Chapter 5 Miranda v. Arizona (1966) 172
Torts and Product Liability 121 Cyber Crime 172

■■ Cybersecurity and the Law: Counter-Strike:
The Basis of Tort Law 122 Global Offensive 174
Intentional Torts against Persons 123
■■ Building Analytical Skills: Analyzing Intentional Infliction
Chapter 7
of Emotional Distress Claims 125
Case 5.1: Sky v. Van Der Westhuizen 127 International and Space Law 181
■■ Digital Update: Revenge Porn and Invasion of Privacy 130
International Law 181
Intentional Torts against Property 133
Case 7.1: Rubin v. Islamic Republic of Iran 186
Negligence 134
Doing Business Internationally 187
Case 5.2: Bogenberger v. Pi Kappa Alpha Corporation, Inc. 135
■■ Building Analytical Skills: Sovereign Immunity Claims 187
■■ Landmark in the Legal Environment: Palsgraf v. Long
■■ Ethics Today: Is It Ethical (and Legal) to Brew
Island Railroad Co. (1928) 139
“Imported” Beer Brands Domestically? 188
Spotlight on the Seattle Mariners: Case 5.3: Taylor v. Baseball
Club of Seattle, L.P. 140 Regulation of Specific Business Activities 190
Case 7.2: Changzhou Trina Solar Energy Co. v. International
Strict Liability 142
Trade Commission 191
Product Liability 142
International Dispute Resolution 193
■■ Cybersecurity and the Law: The Internet of Things 144
U.S. Laws in a Global Context 194
Spotlight on International Torts: Case 7.3:
Chapter 6 Daimler AG v. Bauman 195
Criminal Law and Cyber Crime 152 Space Law 196

■■ Cybersecurity and the Law: Safe Satellites in
Civil Law and Criminal Law 152 the Future 198
Unit 2 The Commercial Environment 205

Chapter 8 Classic Case 8.1: Coca-Cola Co. v. Koke Co. of America 208
■■ Business Blog: Amazon Faces Fake Products 213
Intellectual Property Rights 206 Patents 214
Trademarks 207 ■■ Building Analytical Skills: The Impact of Patent Time Limits 215
■■ Managerial Strategy: Trademarks and Service Marks 207 Copyrights 217

vi Contents
Case 8.2: LEGO A/S v. ZURU, Inc. 220 Chapter 11

■■ Digital Update: Beyoncé, Sampling, and a $20 Million Lawsuit 222
Case 8.3: Oracle USA, Inc. v. Rimini Street, Inc. 223 Contract Performance,
Trade Secrets 224 Breach, and Remedies 287
International Protections 225 Voluntary Consent 288
Third Party Rights 291
Chapter 9 Performance and Discharge 293
Classic Case 11.1: Jacob & Youngs v. Kent 295
Internet Law, Social Media,
Case 11.2: Chalk Supply, LLC v. Ribbe Real Estate, LLC 298
and Privacy 232 Damages 302
Internet Law 233 ■■ Cybersecurity and the Law: Arby’s Data Breach 303
Spotlight on Internet Porn: Case 9.1: Hasbro, Case 11.3: HDAV Outdoor, LLC v. Red Square Holdings, LLC 305
Inc. v. Internet Entertainment Group, Ltd. 236 Equitable Remedies 308
Copyrights in Digital Information 237
■■ Landmark in the Legal Environment: The Digital Millennium
Chapter 12
Copyright Act 238
■■ Digital Update: Riot Games, Inc., Protects Its Online Sales and Lease Law 316
Video Game Copyrights 239
Case 9.2: BMG Rights Management (US), LLC v. Cox The Scope of Articles 2 and 2A 317
Communications, Inc. 240 ■■ Digital Update: Taxing Web Purchases 318
Social Media 241 Formation of Sales and Lease Contracts 320
Online Defamation 244 Case 12.1: Toll Processing Services, LLC v. Kastalon, Inc. 321
■■ Building Analytical Skills: Additional Terms Between Merchants 324
Privacy 246
■■ Ethics Today: Biometrics and the Reasonable Classic Case 12.2: Jones v. Star Credit Corp. 326
Expectation of Privacy 246 Performance 327
Case 9.3: Campbell v. Facebook, Inc. 247 Remedies for Breach 331
Spotlight on Baseball Cards: Case 12.3: Fitl v. Strek 333
Chapter 10 Warranties 334
■■ Ethics Today: Are Extended Warranties Fair? 338
The Formation of
Traditional and E-Contracts 254 Chapter 13
An Overview of Contract Law 254 Creditor-Debtor Relations
Case 10.1: Credible Behavioral Health, Inc. v. Johnson 256
and Bankruptcy 344
Agreement 260
Classic Case 10.2: Lucy v. Zehmer 260 Laws Assisting Creditors 344
■■ Business Blog: Online Competition, Bankruptcy, and the
■■ Building Analytical Skills: Offers of a Reward 263
“Retail Apocalypse” 345
■■ Digital Update: Can Your E-Mails Create a
Valid Contract? 266 Case 13.1: HSBC Realty Credit Corp. (USA) v. O’Neill 349
Consideration 268 Protection for Debtors 351
Case 10.3: Cincinnati Reds, LLC. v. Testa 269 Chapter 7—Liquidation 353
Contractual Capacity 272 ■■ Building Analytical Skills: Violations of the Automatic Stay 357
Legality 273 Case 13.2: In re Dykes 363
E-Contracts 276 Chapter 11—Reorganization 364

■■ Managerial Strategy: Creating Liability Waivers Bankruptcy Relief under Chapter 12 and Chapter 13 367
That Are Not Unconscionable 277 Case 13.3: In re Chamberlain 369

Contents vii
Unit 3 The Employment and Business Environment 377

Chapter 14 ■ Digital Update: Hiring Discrimination
Based on Social Media Posts 439
Agency Relationships 378 Case 16.1: Young v. United Parcel Service, Inc. 440
■ Building Analytical Skills: Retaliation Claims 444
Agency Law 379
■ Ethics Today: Independent Contractors and the Gig Case 16.2: Franchina v. City of Providence 445
Economy 382 Discrimination Based on Age, Disability, or Military Status 446
Formation of an Agency 382 Case 16.3: Kassa v. Synovus Financial Corp. 451
Duties of Agents and Principals 384 Defenses to Employment Discrimination 453
Spotlight on Taser International: Case 14.1: Taser International, Affirmative Action 455
Inc. v. Ward 386
Agent’s Authority 388
Chapter 17
Case 14.2: Dearborn West Village Condominium
Association v. Makki 390 Business Organizations 460
Liability in Agency Relationships 392
■ Building Analytical Skills: Liability of Disclosed Principals 393
Sole Proprietorships 461
■ Landmark in the Legal Environment: The Doctrine Case 17.1: Port Orchard Airport, Inc. v. Wagner 461
of Respondeat Superior 395 ■ Digital Update: “Doing Business As” a Sole Proprietor 463
Case 14.3: Simon v. Farm Bureau Insurance Co. 397 Partnerships 464
Termination of an Agency 398 Case 17.2: Guenther v. Ryerson 471
Limited Liability Partnerships 472
Chapter 15 Limited Partnerships 473
Limited Liability Companies 474
Employment, Immigration, ■ Landmark in the Legal Environment: Limited Liability
and Labor Law 406 company (LLC) Statutes 475
Case 17.3: Nesset, Inc. v. Jones 476
Employment at Will 407
Franchises 480
Wages, Hours, and Leave 408
■ Cybersecurity and the Law: Data Breaches and Franchises 483
Case 15.1: Encino Motorcars, LLC v. Navarro 409
Health, Safety, Income Security, and Privacy 412
Case 15.2: Packers Sanitation Services, Inc. v. Occupational Safety
Chapter 18
and Health Review Commission
■ Building Analytical Skills: Workers’ Compensation Claims
413
415
Corporations 489
■ Digital Update: Social Media in the Workplace Come of Age 419 Nature and Classification 489
Immigration Law 420 Case 18.1: Wulf v. Bravo Brio Restaurant Group, Inc. 491
Labor Law 422 Case 18.2: Greenfield v. Mandalay Shores Community Association 495
■ Managerial Strategy: Union Organizing Using a Formation and Powers 496
Company’s E-Mail System 425 ■ Cybersecurity and the Law: The CLOUD Act’s Impact
Case 15.3: Contemporary Cars, Inc. v. National Labor Relations Board 426 on Corporate Data Access 502
■ Building Analytical Skills: Piercing the Corporate Veil 504
Chapter 16 Directors and Officers 504
Classic Case 18.3: Guth v. Loft, Inc. 509
Employment Discrimination 434 Shareholders 511
Title VII of the Civil Rights Act 435 Major Business Forms Compared 517

viii Contents
Chapter 19 ■■ Landmark in the Legal Environment: Changes to

Regulation A: “Reg A+” 531
Investor Protection, Insider Trading, Securities Exchange Act of 1934 534
and Corporate Governance 525 Classic Case 19.2: Securities and Exchange
Commission v. Texas Gulf Sulphur Co. 536
Securities Act of 1933 526
Case 19.3: Singer v. Reali 540
Case 19.1: Securities and Exchange
Commission v. Scoville 526 State Securities Laws 543
■■ Digital Update: Investment Crowdfunding— Corporate Governance 544
Regulations and Restrictions 530 ■■ Ethics Today: Female Gender Quotas in the Board Room 545
Unit 4 The Regulatory Environment 553

Chapter 20 Government Regulations 595
Air Pollution 598
Administrative Law 554 Case 22.1: United States v. O’Malley 599
Practical Significance 554 Water Pollution 600
Agency Creation and Powers 557 Case 22.2: United States v. Fox 603
Case 20.1: Simmons v. Smith 559 Toxic Chemicals and Hazardous Wastes 604
The Administrative Process 560 Case 22.3: Valbruna Slater Steel Corp. v. Joslyn
Case 20.2: Edwin Taylor Corp. v. U.S. Department of Labor 565 Manufacturing Co. 606
Judicial Deference to Agency Decisions 566

Case 20.3: Olivares v. Transportation Security Administration 567 Chapter 23
Public Accountability 568
Real and Personal
Chapter 21 Property 612
The Nature of Real Property 612
Consumer Protection 574
Ownership and Other Interests in Real Property 614
Advertising, Marketing, and Sales 575 Transfer of Real Property Ownership 619
Case 21.1: POM Wonderful, LLC v. Federal Spotlight on Sales of Haunted Houses: Case 23.1:
Trade Commission 576 Stambovsky v. Ackley 620
Case 21.2: Haywood v. Massage Envy Franchising, LLC 579 ■■ Building Analytical Skills: When Possession of the
Labeling and Packaging 581 Property Is Not Adverse 623
Protection of Health and Safety 583 Limitations on Property Rights 623
Credit Protection 585 ■■ Ethics Today: Should Eminent Domain Be Used to Promote
Private Development? 624
Case 21.3: Manuel v. Merchants and Professional Bureau, Inc. 588
Case 23.2: City of Bloomington Board of Zoning
Appeals v. UJ-Eighty Corp. 626
Chapter 22 Personal Property 628
Environmental Law 594 ■■ Digital Update: The Exploding World
of Digital Property 628
Common Law Actions 595 Case 23.3: Zephier v. Agate 629

Contents ix
Chapter 24 Case 24.3: TransWeb, LLC v. 3M Innovative Properties Co. 653

U.S. Antitrust Laws in the Global Context 655
Antitrust Law
and Promoting Competition 637 Appendices
The Sherman Antitrust Act 638 A The Constitution of the United States A–1
■ Landmark in the Legal Environment: The Sherman
Antitrust Act 638 B The Uniform Commercial Code A–1
Case 24.1: United States v. Vega-Martínez 640
C Answers to the Issue Spotters A–2
Section 1 of the Sherman Act 640
Section 2 of the Sherman Act 644 D Sample Answers for Business Case Problems
The Clayton Act 647 with Sample Answer A–6

■ Digital Update: Big Tech’s Monopoly
Problem 647 Glossary G–1
Case 24.2: Candelore v. Tinder, Inc. 649 Table of Cases TC–1
Enforcement and Exemptions 652 Index I–1

Unit 1
The Foundations
1 Law and Legal Reasoning

2 Courts and Alternative Dispute Resolution
3 Ethics in Business
4 Business and the Constitution
5 Torts and Product Liability
6 Criminal Law and Cyber Crime
Sergii Gnatiuk/Shutterstock.com
7 International and Space Law

Feverpitched/iStock/Getty Images
Focus Questions
1 Law and Legal Reasoning
“Laws should be like In the chapter-opening quotation, Clarence Darrow asserts
The four Focus Questions below clothes. They should that law should be created to serve the public. Because
are designed to help improve your you are part of that public, the law is important to you. In
understanding. After reading this chapter, be made to fit the particular, those entering the world of business will find
you should be able to answer the following people they are themselves subject to numerous laws and government reg-
questions:
meant to serve.” ulations. A basic knowledge of these laws and regulations
1. What are four primary is beneficial—if not essential—to anyone contemplating a
Clarence Darrow
sources of law in the United 1857–1938
successful career in today’s business environment.
States? (American lawyer) Although the law has various definitions, all of them
are based on the general observation that law consists of
2. What is a precedent? When
enforceable rules governing relationships among individuals and between individuals and
might a court depart from
their society. In some societies, these enforceable rules consist of unwritten principles of
precedent?
behavior. In other societies, they are set forth in ancient or contemporary law codes. In
3. What is the difference the United States, our rules consist of written laws and court decisions created by modern
between remedies at law and legislative and judicial bodies. Regardless of how such rules are created, they all have one
remedies in equity? feature in common: they establish rights, duties, and privileges that are consistent with the
4. What are some important values and beliefs of a society or its ruling group.
differences between civil law In this introductory chapter, I look at how business law and the legal environment
and criminal law? affect business decisions. For instance, suppose that Mototron, Inc., plans to introduce
a driverless car equipped with lidar, a radar system that relies on lasers, and artificially
intelligent cameras. Even if its technicians put the vehicles through two million miles of
testing on closed courses and deem them low risk, Mototron cannot simply start selling
Law A body of enforceable rules
governing relationships among rides to consumers. The company must first test the cars on public roads, which requires
individuals and between individuals permission from state governments. It must also establish safety rules with federal regula-
and their society. tors and negotiate sustainable insurance rates. At each step, Mototron will have to adjust
2
CHAPTER 1: Law and Legal Reasoning 3
its bottom line to take account of the legal costs of introducing cutting-edge but potentially
dangerous technology into the American marketplace.
This text’s goal is not only to teach you about specific laws, but also to teach you how to
think about the law and legal environment, and to develop your critical-thinking and legal
reasoning skills. The laws may change, but the ability to analyze and evaluate the legal (and
ethical) ramifications of situations as they arise is an invaluable and lasting skill.
1–1 Business Activities and the Legal Environment

Laws and government regulations affect almost all business activities—from hiring and fir-
ing decisions to workplace safety, the manufacturing and marketing of products, business
financing, and more. To make good business decisions, businesspersons need to understand
the laws and regulations governing these activities.
Realize also that in today’s business world, simply being aware of what conduct can lead
to legal liability is not enough. Businesspersons must develop critical-thinking and legal Liability The state of being legally
reasoning skills so that they can evaluate how various laws might apply to a given situation responsible (liable) for something,
and determine the best course of action. Businesspersons are also pressured to make ethical such as a debt or obligation.
decisions. Thus, the study of business law necessarily involves an ethical dimension.
As you will note, each chapter in this text covers a specific area of the law and shows how
the legal rules in that area affect business activities. Although compartmentalizing the law
in this fashion facilitates learning, it does not indicate the extent to which many different
laws may apply to just one transaction. Exhibit 1–1 illustrates the various areas of the law
that may influence business decision making.
Exhibit 1–1 Areas of the Law That May Affect Business Decision Making
Contracts
Courts and Sales and

Court Procedures E-Commerce
Environmental Negotiable
Laws Instruments
Business
Business Creditors’
Decision
Organizations Rights
Making
Intellectual
Agency Property
Torts Professional
Liability
Product
Liability

4 UNIT ONE: The Foundations
Example 1.1 Soon after it launched, YouTube faced a potentially catastrophic $1 billion
copyright infringement lawsuit. Entertainment conglomerate Viacom claimed that the
video-hosting platform was not taking sufficient steps to remove unlicensed use of Viacom’s
content on its site. A federal judge ensured YouTube’s survival by ruling that the company
was in compliance with federal copyright law as long as it responded reasonably to “take-
down” requests from Viacom and other content providers.
Not surprisingly, with five hundred hours of video uploaded to its site each minute, You-
Tube has remained under constant legal pressure ever since. Liberal and conservative groups
have sued the company for discriminating against their political viewpoints. It has faced
regulatory scrutiny for, among other things, failing to protect users from sexual and racist
harassment and hosting misleading election-related video content. At one point, the Federal
Trade Commission fined the company $170 million for collecting personal information from
children without their parents’ consent. ■
1–2 Sources of American Law

Primary Source of Law A There are numerous sources of American law. A source that establishes the law on a particular
source that establishes the issue is called a primary source of law. Primary sources include the following:
law on a particular issue, such
as a constitution, a statute, an • The U.S. Constitution and the constitutions of the various states.
administrative rule, or a court • Statutory law—including laws passed by Congress, state legislatures, and local
decision.
governing bodies.
• Regulations created by administrative agencies, such as the federal Food and
Focus Question 1 Drug Administration.
What are four primary • Case law (court decisions).
sources of law in the United
States? Each of these important primary sources of law are described in the following pages. (See
the appendix at the end of this chapter for a discussion of how to find statutes, regulations,
and case law.)
Secondary Source of Law A A secondary source of law is a book or article that summarizes and clarifies a primary source
publication that summarizes or of law. Legal encyclopedias, compilations (such as Restatements of the Law, which summa-
interprets the law, such as a legal rize court decisions on a particular topic), official comments to statutes, treatises, articles
encyclopedia, a legal treatise, or an
in law reviews published by law schools, and articles in other legal journals are examples
article in a law review.
of secondary sources of law. Courts often refer to secondary sources of law for guidance in
interpreting and applying the primary sources of law discussed here.
1–2a Constitutional Law

The federal government and the states have written constitutions that set forth the general
Constitutional Law The body of organization, powers, and limits of their respective governments. Constitutional law, which
law derived from the U.S. Constitution deals with the fundamental principles by which the government exercises its authority, is
and the constitutions of the various the law as expressed in these constitutions.
states.
The U.S. Constitution is the basis of all law in the United States. It provides a framework
for statutes and regulations, and thus is the supreme law of the land. A law in violation of the
U.S. Constitution, if challenged, will be declared unconstitutional and will not be enforced,
no matter what its source.
The Tenth Amendment to the U.S. Constitution reserves to the states all powers not
granted to the federal government. Each state in the union has its own constitution. Unless
it conflicts with the U.S. Constitution or a federal law, a state constitution is supreme within
that state’s borders.

1–2b Statutory Law

Laws enacted by legislative bodies at any level of government, such as the statutes passed by
Congress or by state legislatures, make up the body of law generally referred to as statutory law. Statutory Law The body of law
When a legislature passes a statute, that statute ultimately is included in the federal code of enacted by legislative bodies (as
laws or the relevant state code of laws. opposed to constitutional law,
administrative law, or case law).
Whenever a particular statute is mentioned in this text, I usually provide a footnote
showing its citation (a reference to a publication in which a legal authority—such as a statute Citation A reference to a
or a court decision—or other source can be found). In the appendix following this chapter, publication in which a legal
I explain how you can use these citations to find statutory law. authority—such as a statute or a
court decision—or other source can
Local Ordinances Statutory law also includes local ordinances. An ordinance is a regula- be found.
tion passed by a municipal or county governing unit to deal with matters not covered by
Ordinance A regulation enacted by
federal or state law. Ordinances commonly have to do with city or county land use (zoning a city or county legislative body that
ordinances), building and safety codes, and other matters affecting only the local governing becomes part of that city’s or county’s
unit. statutory law.
Applicability of Statutes A federal statute, of course, applies

to all states. A state statute, in contrast, applies only within the
state’s borders. State laws thus may vary from state to state. No
federal statute may violate the U.S. Constitution, and no state
statute or local ordinance may violate the U.S. Constitution or
the relevant state constitution.
Example 1.2 The tension between federal, state, and local laws
is evident in the national debate over so-called sanctuary c ities—
cities that limit their cooperation with federal immigration
authorities. Normally, law enforcement officials are supposed
to alert federal immigration authorities when they come into
Michael Dwyer/Alamy
contact with an undocumented immigrant. Then, immigration

officials request the state and local authorities to detain the indi-
vidual for possible deportation.
But a number of cities across the United States have adopted
either local ordinances or explicit policies that do not follow this
How have local “sanctuary cities” frustrated federal immigration
procedure. Police in these cities often do not ask or report the
procedures?
immigration status of individuals with whom they come into
contact. Other places refuse to detain undocumented immi-
grants who are accused of low-level offenses. ■
Uniform Laws During the 1800s, the differences among state laws frequently created dif-
ficulties for businesspersons conducting trade and commerce among the states. To counter
these problems, a group of legal scholars and lawyers formed the National Conference of
Commissioners on Uniform State Laws (NCCUSL, online at www.uniformlaws.org) in 1892
to draft uniform laws (“model statutes”) for the states to consider adopting. The NCCUSL still Uniform Laws Model laws
exists today and continues to issue uniform laws. developed by the National
Each state has the option of adopting or rejecting a uniform law. Only if a state legislature Conference of Commissioners on
Uniform State Laws for the states to
adopts a uniform law does that law become part of the statutory law of that state. Furthermore, consider enacting into statute.
a state legislature may choose to adopt only part of a uniform law or to rewrite the sections
that are adopted. Hence, even though many states may have adopted a uniform law, those
laws may not be entirely “uniform.”
The Uniform Commercial Code (UCC) One of the most important uniform acts is the
Uniform Commercial Code (UCC), which was created through the joint efforts of

the NCCUSL and the American Law Institute.1 The UCC was first issued in 1952 and has
been adopted in all fifty states,2 the District of Columbia, and the Virgin Islands.
The UCC facilitates commerce among the states by providing a uniform, yet flexible, set
of rules governing commercial transactions. Because of its importance in the area of com-
mercial law, I cite the UCC frequently in this text. From time to time, the NCCUSL revises
the articles contained in the UCC and submits the revised versions to the states for adoption.
1–2c Administrative Law

Administrative Law The body Another important source of American law is administrative law, which consists of the rules,
of law created by administrative orders, and decisions of administrative agencies. An administrative agency is a federal, state, or
agencies in order to carry out their local government agency established to perform a specific function.
duties and responsibilities.
Rules issued by various administrative agencies affect almost every aspect of a business’s
Administrative Agency A federal, operations. Regulations govern a business’s capital structure and financing, its hiring and
state, or local government agency firing procedures, its relations with employees and unions, and the way it manufactures
created by the legislature to perform and markets its products.
a specific function, such as to make
and enforce rules pertaining to the Federal Agencies At the national level, numerous executive agencies exist within the
environment.
c abinet departments of the executive branch. The Food and Drug Administration, for exam-
ple, is an agency within the U.S. Department of Health and Human Services. Executive
agencies are subject to the authority of the president, who has the power to appoint and
remove their officers.
There are also major independent regulatory agencies at the federal level, including the
Federal Trade Commission, the Securities and Exchange Commission, and the Federal Com-
munications Commission. The president’s power is less pronounced in regard to independent
agencies, whose officers serve for fixed terms and cannot be removed without just cause.
State and Local Agencies There are administrative agencies at the state and local levels
as well. Commonly, a state agency (such as a state pollution-control agency) is created as a
parallel to a federal agency (such as the Environmental Protection Agency).
Just as federal statutes take precedence over conflicting state statutes, so do federal agency
regulations take precedence over conflicting state regulations. Because the rules of state and
local agencies vary widely, I focus here exclusively on federal administrative law.
Agency Creation Because Congress cannot possibly oversee the actual implementation of
all the laws it enacts, it delegates such tasks to agencies. Congress creates an administrative
Enabling Legislation A statute agency by enacting enabling legislation, which specifies the name, composition, purpose, and
enacted by Congress that authorizes powers of the agency being created.
the creation of an administrative Example 1.3 The Federal Trade Commission (FTC) was created in 1914 by the Federal
agency and specifies the name,
composition, purpose, and powers of
Trade Commission Act.3 This act prohibits unfair and deceptive trade practices. It also
the agency being created. describes the procedures the agency must follow to charge persons or organizations with
violations of the act, and it provides for judicial review (review by the courts) of agency
orders.
Other portions of the act grant the agency powers to “make rules and regulations for the
Adjudicate To render a judicial purpose of carrying out the Act,” and to conduct investigations of business practices. In
decision. Adjudication is the
addition, the FTC can obtain reports from interstate corporations concerning their business
trial-like proceeding in which an
administrative law judge hears practices, investigate possible violations of the act, publish findings of its investigations, and
and resolves disputes involving an recommend new legislation. The act also empowers the FTC to hold trial-like hearings and
administrative agency’s regulations. to adjudicate (resolve judicially) certain kinds of disputes involving its regulations.
1. This institute was formed in the 1920s and consists of practicing attorneys, legal scholars, and judges.
2. Louisiana has adopted only Articles 1, 3, 4, 5, 7, 8, and 9.
3. 15 U.S.C. Sections 45–58.

Note that the powers granted to the FTC incorporate functions associated with the legis- Administrative Process The
lative branch of government (rulemaking), the executive branch (investigation and enforce- procedure used by administrative
ment), and the judicial branch (adjudication). Taken together, these functions constitute agencies in fulfilling their three basic
functions: rulemaking, enforcement,
the administrative process, which is the administration of law by administrative agencies. The and adjudication.
administrative process involves rulemaking, enforcement, and adjudication. ■
Rulemaking A major function of an administrative agency is rulemaking—

formulating new regulations or amending old ones. When Congress enacts an
agency’s enabling legislation, it confers the power to make legislative rules, or sub-
stantive rules, which are legally binding on all businesses.
The Administrative Procedure Act (APA)4 imposes strict procedural requirements
that agencies must follow in legislative rulemaking and other functions.
Example 1.4 The Occupational Safety and Health Act authorized the Occupational
Safety and Health Administration (OSHA) to develop and issue rules governing safety
in the workplace. When OSHA wants to formulate rules regarding safety in the steel
TerryJ/iStock/Getty Images
industry, it has to follow specific procedures outlined by the APA. If an agency fails
to follow the APA’s rulemaking procedures, the resulting rule may not be binding. ■
Legislative Rules. Legislative rulemaking under the APA typically involves the
following three steps (referred to as notice-and-comment rulemaking).
1. Notice of the proposed rulemaking. The notice must be published in the Which federal agency oversees worker
Federal Register, a daily publication of the U.S. government. safety?
2. A comment period. The agency must allow ample time for interested parties
to comment in writing on the proposed rule. The agency takes these comments into
consideration when drafting the final version of the regulation. Rulemaking The process by which
an administrative agency formally
3. The final rule. Once the agency has drafted the final rule, it is published in the
adopts a new regulation or amends
Federal Register. (See the appendix at the end of this chapter for an explanation of an old one.
how to find agency regulations.)
Legislative Rules Administrative
Interpretive Rules. Administrative agencies also issue interpretive rules that are not legally agency rules that carry the same
binding but simply indicate how an agency plans to interpret and enforce its statutory weight as congressionally enacted
authority. The APA does not apply to interpretive rulemaking. Example 1.5 The Equal Employ- statutes.
ment Opportunity Commission periodically issues interpretive rules indicating how it plans Interpretive Rules Nonbinding
to interpret the provisions of certain statutes, such as the Americans with Disabilities Act. rules or policy statements issued by
These informal rules provide enforcement guidelines for agency officials. ■ an administrative agency that explain
how it interprets and intends to apply
Enforcement and Investigation Agencies often enforce their own rules and have both the statutes it enforces.
investigatory and prosecutorial powers. Agencies investigate a wide range of activities,
including coal mining, automobile manufacturing, and the industrial discharge of pollut-
ants into the environment.
In an investigation, an agency can request that individuals or organizations hand over spec-
ified books, papers, electronic records, or other documents. In addition, agencies may conduct
on-site inspections, although a search warrant is normally required for such inspections.5
Sometimes, a search of a home, an office, or a factory is the only means of obtaining evidence
needed to prove a regulatory violation.
After investigating a suspected rule violation, an agency may decide to take action against
an individual or a business. Most administrative actions are resolved through negotiated set-
tlement at their initial stages without the need for formal adjudication. If a settlement c annot
be reached, though, the agency may issue a formal complaint and proceed to adjudication.
4. 5 U.S.C. Sections 551–706.

5. In some heavily regulated industries, such as the sale of firearms or liquor, agencies can conduct searches without obtaining a warrant.

Administrative Law Judge Adjudication Agency adjudication involves a trial-like hearing before an administrative law
(ALJ) One who presides over an judge (ALJ). Hearing procedures vary widely from agency to agency. After the hearing, the ALJ
administrative agency hearing and
has the power to administer oaths,
renders a decision in the case. The ALJ can fine the charged party or prohibit the party from
take testimony, rule on questions of carrying on some specified activity.
evidence, and make determinations Either the agency or the charged party may appeal the ALJ’s decision to the commission
of fact. or board that governs the agency. If the party fails to get relief there, appeal can be made
to a federal court. Courts give significant weight (deference) to an agency’s judgment and
interpretation of its rules, though, and typically uphold the ALJ’s decision unless it is unrea-
sonable. If neither side appeals the case, the ALJ’s decision becomes final.
1–2d Case Law and Common Law Doctrines

The rules of law announced in court decisions constitute another basic source of American
law. These rules of law include interpretations of constitutional provisions, of statutes enacted
by legislatures, and of regulations created by administrative agencies.
Case Law The rules of law Today, this body of judge-made law is referred to as case law. Case law—the doctrines and
announced in court decisions. Case principles announced in cases—governs all areas not covered by statutory law or adminis-
law interprets statutes, regulations, trative law and is part of our common law tradition. I look at the origins and characteristics
and constitutional provisions, and
of the common law tradition in some detail in the discussion that follows.
governs all areas not covered by
statutory or administrative law.
1–3 The Common Law

Because of our colonial heritage, much American law is based on the English legal system.
Knowledge of this system is crucial to understanding our legal system today because judges
in the United States still apply common law principles when deciding cases.
1–3a Early English Courts

After the Normans conquered England in 1066, William the Conqueror and his successors
began the process of unifying the country under their rule. One of the means they used to
do this was the establishment of the king’s courts, or curiae regis. Before the Norman Con-
quest, disputes had been settled according to the local legal customs and traditions in various
regions of the country. The king’s courts sought to establish a uniform set of rules for the
Common Law The body of law country as a whole. What evolved in these courts was the beginning of the common law—a
developed from custom or judicial body of general rules that applied throughout the entire English realm. Eventually, the com-
decisions in English and U.S. courts, mon law tradition became part of the heritage of all nations that were once British colonies,
not attributable to a legislature.
including the United States.
Courts developed the common law rules from the principles underlying judges’ decisions
Focus Question 2 in actual legal controversies. Judges attempted to be consistent, and whenever possible, they
What is a precedent? When based their decisions on the principles suggested by earlier cases. They sought to decide sim-
might a court depart from ilar cases in a similar way and considered new cases with care because they knew that their
precedent? decisions would make new law. Each interpretation became part of the law on the subject and
served as a legal precedent—that is, a court decision that furnished an example or authority
for deciding subsequent cases involving identical or similar legal principles or facts.
Precedent A court decision that In the early years of the common law, there was no single place or publication where court
furnishes an example or authority for opinions, or written decisions, could be found. Beginning in the late thirteenth and early
deciding subsequent cases involving fourteenth centuries, however, portions of significant decisions from each year were gath-
identical or similar facts. ered together and recorded in Year Books. The Year Books were useful references for lawyers
and judges. In the sixteenth century, the Year Books were discontinued, and other reports of
cases became available. (See the appendix to this chapter for a discussion of how cases are
reported, or published, in the United States today.)

1–3b Stare Decisis

The practice of deciding new cases with reference to former decisions, or precedents,
eventually became a cornerstone of the English and U.S. judicial systems.
The practice forms a doctrine called stare decisis 6 (a Latin phrase meaning “to stand Stare Decisis A common law
on decided cases”). doctrine under which judges are
Under the doctrine of stare decisis, judges are obligated to follow the precedents estab- obligated to follow the precedents
established in prior decisions.
lished within their jurisdictions. (The term jurisdiction refers to a geographic area in which
a court or courts have the power to apply the law.) Once a court has set forth a principle of
law as being applicable to a certain set of facts, that court must apply the principle in future
cases involving similar facts. Courts of lower rank (within the same jurisdiction) must do
likewise. Thus, stare decisis has two aspects:
1. A court should not overturn its own precedents unless there is a strong reason to do so.
2. Decisions made by a higher court are binding on lower courts.
Controlling Precedents Precedents that must be followed within a jurisdiction are known
as controlling precedents. Controlling precedents are binding authorities. A binding authority is Binding Authority Any source of
any source of law that a court must follow when deciding a case. Binding authorities include law that a court must follow when
constitutions, statutes, and regulations that govern the issue being decided, as well as court deciding a case.
decisions that are controlling precedents within the jurisdiction. United States Supreme
Court case decisions, no matter how old, remain controlling until they are overruled by a
subsequent decision of the Supreme Court, by a constitutional amendment, or by congres-
sional legislation.
Stare Decisis and Legal Stability The doctrine of stare decisis helps the courts to be more Know This
efficient because if other courts have carefully reasoned through a similar case, their legal
Courts normally must
reasoning and opinions can serve as guides. Stare decisis also makes the law more stable and
predictable. If the law on a given subject is well settled, someone bringing a case to court follow the rules set
usually can rely on the court to make a decision based on what the law has been. (See this forth by higher courts
chapter’s Managerial Strategy feature to learn how this stability can help business managers in deciding cases with
in their decision-making process.) similar fact patterns.
Departures from Precedent Although courts are obligated to follow precedents, some-
times a court will depart from the rule of precedent. If a court decides that a precedent is
simply incorrect or that technological or social changes have rendered the precedent inap-
plicable, the court may rule contrary to the precedent. Cases that overturn precedent often
receive a great deal of publicity.
Classic Case Example 1.6 In Brown v. Board of Education of Topeka,7 the United States
Supreme Court expressly overturned precedent. The Court concluded that separate educa-
tional facilities for whites and blacks, which had previously been upheld as constitutional,8
were inherently unequal. The Supreme Court’s departure from precedent in the Brown deci-
sion received a tremendous amount of publicity as people began to realize the ramifications
of this change in the law. ■
When There Is No Precedent Occasionally, courts must decide cases for which no prec-
edents exist, called cases of first impression. For instance, as you will read throughout this
text, the Internet and certain other technologies have presented many new and challenging
issues for the courts to decide.
6. Pronounced stahr-ee dih-si-sis.

7. 347 U.S. 483, 74 S.Ct. 686, 98 L.Ed. 873 (1954).
8. See Plessy v. Ferguson, 163 U.S. 537, 16 S.Ct. 1138, 41 L.Ed. 256 (1896).

The Power of Precedent Managerial Strategy
R oberta owns and manages an independent

auto repair shop in Boise City, Oklahoma.
Over the past several years, business has
Relying on Stare Decisis
With auto repairs, the customer is charged a
certain amount of “booked” hours per job, no
been booming, thanks to an influx of people matter how long the repair takes. Roberta’s
moving to Boise City from California. To take auto mechanics are paid per “booked” hour,
advantage of this population boom, Roberta also regardless of how long the actual repair
is considering opening a used car dealership takes. Consequently, the issue of overtime
on an abandoned lot next to her repair shop. does not apply. Roberta knows she cannot
explains Fran, thanks to the doctrine
afford to pay her salespeople using this
Working Overtime of stare decisis, should the salespeople sue
system. To get more information on her
Roberta seeking overtime pay, she could
Knowing that used car dealerships operate options, she calls Fran, a local labor lawyer,
reasonably rely on the Supreme Court’s
on extremely thin margins, Roberta and her for advice.
decision as binding precedent on this matter.
accountant attempt to come up with a list of all Fran tells Roberta that, under the federal
the costs to include in the new business plan. Fair Labor Standards Act (FLSA), employers Business Questions
Roberta learns that other used car are not required to pay overtime for any 1. “When faced with a clearly errone-
dealerships in the area are often open “sales[person] . . . primarily engaged in ous precedent, my rule is simple,” writes
from 8 a.m. to 7 p.m., presumably to take selling or servicing any automobiles.” Supreme Court Justice Clarence Thomas.
advantage of customers who visit outside Furthermore, in a recent case, the United “We should not follow it.” How do these
normal work hours. Most of the dealerships States Supreme Court upheld this segment of words offer a cautionary tale for managers
are also open on weekends, meaning that any the FLSA, holding that the “plain language” relying on stare decisis to make business
salespeople that Roberta hires will work of the federal law should determine the decisions?
more than the normal forty-hour workweek. outcome of any overtime pay dispute.
To determine her labor costs, Roberta needs Thus, under federal law, the salespeople 2. Should Roberta consider paying her
to know if she must pay these employees at Roberta’s used car dealership would be salespeople overtime even though it is not
overtime for the extra hours. exempt from overtime pay. Furthermore, required by federal law? Why or why not?
When deciding cases of first impression, courts often look at persuasive authorities.
Persuasive Authority Any legal A persuasive authority is a legal authority that a court may consult for guidance but that is
authority or source of law that a court not binding on the court. A court may consider precedents from other jurisdictions, for
may look to for guidance but need not instance, although those precedents are not binding. A court may also consider legal prin-
follow when making its decision.
ciples and policies underlying previous court decisions or existing statutes. Additionally,
a court might look at fairness, social values and customs, and public policy (governmental
policy based on widely held societal values). Federal courts can also look at unpublished
opinions (those not intended for publication in a printed legal reporter) as sources of
persuasive authority.9
Stare Decisis and Legal Reasoning In deciding what law applies to a given dispute and
then applying that law to the facts or circumstances of the case, judges rely on the process
Legal Reasoning The process of legal reasoning. Through the use of legal reasoning, judges harmonize their decisions with
of reasoning by which a judge those that have been made before, as the doctrine of stare decisis requires.
harmonizes his or her opinion with the Students of business law and the legal environment also engage in critical thinking and
judicial decisions in previous cases.
legal reasoning. For instance, you may be asked to provide answers for some of the case
problems that appear at the end of every chapter in this text. Each problem describes the
9. Rule 32.1 of the Federal Rules of Appellate Procedure.

facts of a particular dispute and the legal question at issue. If you are assigned a case problem,
you will be asked to determine how a court would answer that question, and why. In other
words, you will need to give legal reasons for whatever conclusion you reach.
Basic Steps in Legal Reasoning. At times, the legal arguments set forth in court opinions
are relatively simple and brief. At other times, the arguments are complex and lengthy.
Regardless of the length of a legal argument, however, the basic steps of the legal reasoning
process remain the same. These steps, which you can also follow when analyzing cases and
case problems, form what is commonly referred to as the IRAC method of legal reasoning.
IRAC is an acronym formed from the first letters of the words Issue, Rule, Application, and
Conclusion. To apply the IRAC method, ask the following questions:
1. Issue—What are the key facts and issues? This may sound obvious, but before
you can analyze or apply the relevant law to a specific set of facts, you must
clearly understand those facts. In other words, you should read through the
case problem carefully—more than once, if necessary. Make sure that you
understand the identities of the plaintiff (the one who initiates the lawsuit) and Plaintiff One who initiates a lawsuit.
the defendant (the one being sued) in the case, and the progression of events
that led to the lawsuit. Defendant One against whom a
lawsuit is brought or the accused
Suppose that a plaintiff, Anna, comes before the court claiming assault (words person in a criminal proceeding.
or acts that wrongfully and intentionally make another person apprehensive of
harmful or offensive contact). Anna claims that the defendant, Bryce, threatened
her while she was sleeping. Although Anna was unaware that she was being
threatened, her roommate, Jan, heard the defendant make the threat. So, in this
scenario, the identities of the parties are obvious. Anna is the plaintiff, and Bryce is
the defendant.
The legal issue in this case is whether the defendant’s action constitutes the
tort of assault even though the plaintiff was unaware of that threat at the time it
occurred. (A tort is a wrongful act brought under civil rather than criminal law.)
2. Rule—What rule of law applies to the case? A rule of law may be a rule stated by
the courts in previous decisions, by a state or federal statute, or by a state or federal
administrative agency regulation. Often, more than one rule of law will be applicable
to a case.
In our hypothetical case, Anna and her attorney allege (claim) that Bryce committed Allege To state, recite, assert, or
a tort. Therefore, the applicable law is the common law of torts—specifically, tort law charge.
governing assault. Case precedents involving similar facts and issues thus would be
relevant.
3. Application—How does the rule of law apply to the particular facts and
circumstances of this case? This step is often the most difficult because each case
presents a unique set of facts, circumstances, and parties. Although cases may be
similar, no two cases are ever identical in all respects.
Normally, judges (and lawyers and law students) try to find previously decided
cases that are as similar as possible to the one under consideration. Such a case is
called a case on point. In this situation, there might be case precedents showing that Case on Point A previous case
if a victim is unaware of the threat of harmful or offensive contact, then no assault involving factual circumstances and
occurred. These would be cases on point that tend to prove that the defendant did issues that are similar to those in the
case before the court.
not commit assault and should win the case.
There might, however, also be cases showing that a sexual assault, at least, can
occur even if the victim is asleep. These would be cases on point in the plaintiff’s
favor. You will need to carefully analyze if there are any missing facts in Anna’s
claim. For instance, you might want to know the specific threat that Bryce made
(and Anna’s roommate overheard). Did he threaten to rape, kill, or beat her? Did he

know that she was asleep when he made the threat? Did he know that her roommate
heard the threat and would relay it to her when she awoke? Sometimes, you will
want to obtain additional facts before analyzing which case precedents should apply
and control the outcome of the case.
4. Conclusion—What conclusion should be drawn? This step normally presents few
problems. Usually, the conclusion is evident if the previous three steps have been
followed carefully. In the hypothetical case, for instance, you may determine that
Bryce did not commit a tort because Anna could not prove all of the required
elements of assault.
There Is No One “Right” Answer. Many people believe that there is one “right” answer to
every legal question. In many legal controversies, however, there is no single correct result.
Good arguments can usually be made to support either side of a legal controversy. Quite
often, a case does not involve a “good” person suing a “bad” person. In many cases, both
parties have acted in good faith in some measure or in bad faith to some degree. Addition-
ally, each judge has her or his own personal beliefs and philosophy. To some extent, these
personal factors shape the legal reasoning process.
1–3c Equitable Remedies and Courts of Equity

Remedy The relief given to an A remedy is the means given to a party to enforce a right or to compensate for the violation
innocent party to enforce a right or of a right. Example 1.7 Elena is injured because of Rowan’s wrongdoing. If Elena files a lawsuit
compensate for the violation of a and is successful, a court can order Rowan to compensate Elena for the harm by paying her
right.
a certain amount. The compensation is Elena’s remedy. ■
The kinds of remedies available in the early king’s courts of England were severely
Focus Question 3 restricted. If one person wronged another, the king’s courts could award either money or
What is the difference property, including land, as compensation. These courts became known as courts of law, and
between remedies at law and the remedies were called remedies at law. Even though this system introduced uniformity
remedies in equity?
in the settling of disputes, when a person wanted a remedy other than property or economic
compensation, the courts of law could do nothing, so “no remedy, no right.”
Remedies in Equity Equity is a branch of law—founded on notions of justice and fair

ealing—that seeks to supply a remedy when no adequate remedy at law is available. When
d
individuals could not obtain an adequate remedy in a court of law, they petitioned the king for
relief. Most of these petitions were referred to the chancellor, an adviser to the king who had the
power to grant new and unique remedies. Eventually, formal chancery courts, or courts of equity,
were established. The remedies granted by the chancery courts were called remedies in equity.
Plaintiffs (those bringing lawsuits) had to specify whether they were bringing an “action
at law” or an “action in equity,” and they chose their courts accordingly. A plaintiff might ask
a court of equity to order the defendant to perform within the terms of a contract. A court
of law could not issue such an order because its remedies were limited to the payment of
money or property as compensation for damages.
A court of equity, however, could issue a decree for specific performance—an order to per-
Know This form what was promised. A court of equity could also issue an injunction, directing a party
Even though courts of to do or refrain from doing a particular act. In certain cases, a court of equity could allow for
the rescission (cancellation) of the contract, thereby returning the parties to the positions that
law and equity have
they held prior to the contract’s formation. Equitable remedies will be discussed in greater
merged, the principles
detail in the chapters covering contracts.
of equity still apply, and
courts will not grant an The Merging of Law and Equity Today, in most states, the courts of law and equity have
equitable remedy unless merged, and thus the distinction between the two courts has largely disappeared. A plaintiff
the remedy at law is may now request both legal and equitable remedies in the same action, and the trial court
inadequate. judge may grant either form—or both forms—of relief.

Exhibit 1–2 Procedural Differences between an Action at Law and an Action in Equity

PROCEDURE ACTION AT LAW ACTION IN EQUITY
Initiation of lawsuit By filing a complaint By filing a petition
Decision By jury or judge By judge (no jury)
Result Judgment Decree
Remedy Monetary damages or property Injunction, specific
performance, or rescission
The distinction between legal and equitable remedies remains significant, however,
because a court normally will grant an equitable remedy only when the remedy at law
(property or monetary damages) is inadequate. To request the proper remedy, a business-
person (or her or his attorney) must know what remedies are available for the specific kinds
of harms suffered. Exhibit 1–2 summarizes the procedural differences (applicable in most
states) between an action at law and an action in equity.
Equitable Maxims Over time, the courts have developed a number of equitable maxims that Equitable Maxims General
provide guidance in deciding whether plaintiffs should be granted equitable relief. Because propositions or principles of law that
of their importance, both historically and in our judicial system today, these maxims are set have to do with fairness (equity).
forth in this chapter’s Landmark in the Legal Environment feature.
Equitable Maxims Landmark in the

Legal Environment
In medieval England, courts of equity were
expected to use discretion in supplementing
the common law. Even today, when the same
5. Equity regards substance rather than
form. (Equity is more concerned with
fairness and justice than with legal
court can award both legal and equitable technicalities.)
remedies, it must exercise discretion. 6. Equity aids the vigilant, not those who
Students of business law and the legal rest on their rights. (Equity will not
environment should know that courts often help those who neglect their rights
invoke equitable maxims when making their for an unreasonable period of time.)
decisions. Here are some of the most signif- Application to Today’s World The
icant equitable maxims: The last maxim has come to be known as equitable maxims listed here underlie many
the equitable doctrine of laches. The doctrine of the legal rules and principles that are com-
1. Whoever seeks equity must do equity.
arose to encourage people to bring lawsuits monly applied by the courts today—and that
(Anyone who wishes to be treated
while the evidence was fresh. If they failed you will read about in this book.
fairly must treat others fairly.)
to do so, they would not be allowed to bring For instance, in the contracts materials,
2. Where there is equal equity, the law
must prevail. (The law will determine a lawsuit. What constitutes a reasonable you will read about the doctrine of promissory
the outcome of a controversy in which time, of course, varies according to the cir- estoppel. Under this doctrine, a person who
the merits of both sides are equal.) cumstances of the case. has reasonably and substantially relied on the
3. One seeking the aid of an equity court Time periods for different types of promise of another may be able to obtain some
must come to the court with clean cases are now usually fixed by statutes of measure of recovery, even though no enforce-
hands. (Plaintiffs must have acted limitations—that is, statutes that set the able contract exists. The court will estop (bar)
fairly and honestly.) maximum time period during which a certain the one making the promise from asserting
4. Equity will not suffer a wrong to be with- action can be brought. After the time allowed the lack of a valid contract as a defense. The
out a remedy. (Equitable relief will be under a statute of limitations has expired, no rationale underlying the doctrine of promissory
awarded when there is a right to relief action can be brought, no matter how strong estoppel is similar to that expressed in the
and there is no adequate remedy at law.) the case was originally. fourth and fifth maxims just listed.

1–3d Schools of Legal Thought

How judges apply the law to specific cases, including disputes relating to the business
world, depends on their philosophical approaches to law, among other things. The study
Jurisprudence The science or of law, often referred to as jurisprudence, includes learning about different schools of legal
philosophy of law. thought and discovering how each school’s approach to law can affect judicial decision
making.
Natural Law The oldest school of The Natural Law School According to the natural law theory, a higher, or universal, law
legal thought, based on the belief exists that applies to all human beings. Each written law should reflect the principles inher-
that the legal system should reflect ent in natural law. If it does not, then it loses its legitimacy and need not be obeyed.
universal (“higher”) moral and ethical
The natural law tradition is one of the oldest and most significant schools of juris-
principles that are inherent in human
nature. prudence. It dates back to the days of the Greek philosopher Aristotle (384–322 b.c.e.),
who distinguished between natural law and the laws governing a partic-
ular nation. According to Aristotle, natural law applies universally to all
humankind.
The notion that people have “natural rights” stems from the natural law tra-
dition. Those who claim that certain nations, such as China and North Korea,
are depriving many of their citizens of their human rights are implicitly appeal-
ing to a higher law that has universal applicability.
The question of the universality of basic human rights also comes into
play in the context of international business operations. For instance, U.S.
companies that have operations abroad often hire foreign workers as employ-
ees. Should the same laws that protect U.S. employees apply to these foreign
employees? This question is rooted implicitly in a concept of universal rights
Science History Images/Alamy Stock Photo
that has its origins in the natural law tradition.
Legal Positivism Positive law, or national law, is the written law of a given
society at a particular point in time. In contrast to natural law, it applies only to
the citizens of that nation or society. Those who adhere to legal positivism believe
that there can be no higher law than a nation’s positive law.
According to the positivist school, there is no such thing as “natural rights.”
Rather, human rights exist solely because of laws. If the laws are not enforced,
What is the basic premise of Aristotle’s natural
anarchy will result. Thus, whether a law is morally “bad” or “good” is irrele-
law theory?
vant. The law is the law and must be obeyed until it is changed—in an orderly
manner through a legitimate lawmaking process. A judge who takes this view
Legal Positivism A school of legal will probably be more inclined to defer to an existing law than would a judge who adheres
thought centered on the assumption
to the natural law tradition.
that there is no law higher than
the laws created by a national
government. Laws must be obeyed, The Historical School The historical school of legal thought emphasizes the evolutionary
even if they are unjust, to prevent process of law by concentrating on the origin and history of the legal system. This school
anarchy. looks to the past to discover what the principles of contemporary law should be. The legal
doctrines that have withstood the passage of time—those that have worked in the past—are
Historical School A school of deemed best suited for shaping present laws. Hence, law derives its legitimacy and author-
legal thought that looks to the past ity from adhering to the standards that historical development has shown to be workable.
to determine what the principles of
contemporary law should be.
Followers of the historical school are more likely than those of other schools to adhere
strictly to decisions made in past cases.
Legal Realism A school of legal Legal Realism In the 1920s and 1930s, a number of jurists and scholars, known as legal
thought that holds that the law is only realists, rebelled against the historical approach to law. Legal realism is based on the idea that
one factor to be considered when
deciding cases, and that social and
law is just one of many institutions in society and that it is shaped by social forces and needs.
economic circumstances should also This school reasons that because the law is a human enterprise, judges should look beyond
be taken into account. the law and take social and economic realities into account when deciding cases.

Legal realists also believe that the law can never be applied with total uniformity. Given
that judges are human beings with unique experiences, personalities, value systems,
and intellects, different judges will obviously bring different reasoning processes to the
same case. Female judges, for instance, might be more inclined than male judges to con-
sider whether a decision might have a negative impact on the employment of women or
minorities.
1–4 Classifications of Law

The law may be broken down according to several classification systems. One classification
system divides law into substantive law (all laws that define, describe, regulate, and create legal Substantive Law Law that defines,
rights and obligations) and procedural law (all laws that establish the methods of enforcing describes, regulates, and creates
the rights established by substantive law). legal rights and obligations.
Example 1.8 A state law that provides employees with the right to workers’ compensation Procedural Law Law that
benefits for any on-the-job injuries they sustain is a substantive law because it creates legal establishes the methods of enforcing
rights. Procedural laws, in contrast, establish the method by which an employee must notify the rights established by substantive
the employer about an on-the-job injury, prove the injury, and periodically submit additional law.
proof to continue receiving workers’ compensation benefits. ■ Note that a law may contain
both substantive and procedural provisions.
Other classification systems divide law into federal law and state law, and private law
(dealing with relationships between persons) and public law (addressing the relationship
between persons and their governments). Frequently, people use the term cyberlaw to refer Cyberlaw An informal term used to
to the emerging body of law that governs transactions conducted via the Internet, but refer to all laws governing electronic
cyberlaw is not really a classification of law. Rather, it is an informal term used to refer to communications and transactions,
particularly those conducted via the
both new laws and modifications of traditional legal principles that relate to the online Internet.
environment.
1–4a Civil Law and Criminal Law

Civil law spells out the rights and duties that exist between persons and between persons
and their governments, as well as the relief available when a person’s rights are violated. Focus Question 4
Typically, in a civil case, a private party sues another private party who has failed to comply What are some important
with a duty. Much of the law discussed in this text—including contract law and tort law—is differences between civil law
civil law. and criminal law?
Criminal law has to do with wrongs committed against society for which society demands
redress. Criminal acts are proscribed by local, state, or federal government statutes. Thus,
criminal defendants are prosecuted by public officials, such as a district attorney (D.A.), on Civil Law The branch of law dealing
behalf of the state, not by their victims or other private parties. with the definition and enforcement
of all private or public rights, as
Whereas in a civil case the object is to obtain a remedy (such as monetary damages) to
opposed to criminal matters.
compensate the injured party, in a criminal case the object is to punish the wrongdoer in
an attempt to deter others from similar actions. Penalties for violations of criminal statutes Criminal Law The branch of law
consist of fines and/or imprisonment—and, in some cases, death. that defines and punishes wrongful
actions committed against the public.
1–4b Common Law and Civil Law Systems

Two types of legal systems predominate around the globe today. One is the common law
system of England and the United States. In a common law system, the body of law derives
from custom and judicial decisions and depends on the importance of legal precedent.
Civil Law System A system of law
The other system, known as a civil law system, is based on Roman civil law, or “code law,” derived from Roman law that is based
which relies on legal principles enacted into law by a legislature or governing body. Thus, on codified laws (rather than on case
in a civil law system, the primary source of law is a statutory code, and case precedents are precedents).

not judicially binding, as they normally are in a common law system. Although judges in a
civil law system often refer to previous decisions as sources of legal guidance, those decisions
are not binding. (Note that a civil law system is not the same as civil law, discussed in the
previous section.)
Generally, countries that were once colonies of Great Britain have retained their
English common law heritage. The civil law system, which is used in most continental
European nations, has been retained in countries that were once colonies of those nations
(see Exhibit 1–3). In the United States, the state of Louisiana, because of its historical ties
to France, is heavily influenced by principles of civil law systems. A third, less prevalent
legal system is widespread in Islamic countries, where the law is often influenced by
sharia, the religious law of Islam.
1–4c National and International Law

U.S. businesspersons increasingly engage in transactions that extend beyond our national
borders. For this reason, those who pursue a career in business today should have an under-
standing of the global legal environment.
National Law Law that pertains The law of a particular nation, such as Japan or Germany, is national law. National law, of
to a particular nation (as opposed to course, varies from country to country because each country’s law reflects the interests,
international law). customs, activities, and values that are unique to that nation’s culture. Even though the laws
and legal systems of various countries differ substantially, broad similarities do exist.
International Law Law that In contrast, international law applies to more than one nation. International law can be
governs relations among nations. defined as a body of written and unwritten laws observed by independent nations and gov-
erning the acts of individuals as well as governments. It is a mixture of rules and constraints
derived from a variety of sources, including the laws of individual nations, customs devel-
oped among nations, and international treaties and organizations.
The key difference between national law and international law is that government author-
ities can enforce national law. If a nation violates an international law, however, enforcement
is up to other countries or international organizations, which may or may not choose to
act. If persuasive tactics fail, the only option is to take coercive actions against the violating
nation. Coercive actions range from the severance of diplomatic relations and boycotts to
sanctions and, as a last resort, war.
Exhibit 1–3 The Legal Systems of Selected Nations
CIVIL LAW COMMON LAW

Argentina Indonesia Australia Nigeria
Austria Iran Bangladesh Singapore
Brazil Italy Canada United Kingdom
Chile Japan Ghana United States
China Mexico India Zambia
Egypt Poland Israel
Finland South Korea Jamaica
France Sweden Kenya
Germany Tunisia Malaysia
Greece Venezuela New Zealand

Chapter Skill-Building Exercise

Suppose that the California legislature passes a law that severely restricts carbon dioxide emissions of
automobiles in that state. A group of automobile manufacturers files a suit against the state of California
to prevent enforcement of the law. The automakers claim that a federal law already sets fuel economy
standards nationwide and that these standards are essentially the same as carbon dioxide emission
standards. According to the automobile manufacturers, it is unfair to allow California to impose more
stringent regulations than those set by the federal law. Using the information presented in the chapter,
answer the following questions.
1. Who are the parties (the plaintiffs and the defendant) in this lawsuit?
2. Are the plaintiffs seeking a legal remedy or an equitable remedy? Why?
3. What is the primary source of the law that is at issue here?
4. Read through the appendix that follows this chapter, and then answer the following question:
Where would you look to find the relevant California and federal laws?
Debate This
Under the doctrine of stare decisis, courts are obligated to follow the precedents established in their
jurisdiction unless there is a compelling reason not to do so. Should U.S. courts continue to adhere to this
common law principle, given that our government now regulates so many areas by statute?
Key Terms
adjudicate 6 defendant 11 ordinance 5
administrative agency 6 dissenting opinion 27 per curiam opinion 27
administrative law 6 enabling legislation 6 persuasive authority 10
administrative law judge (ALJ) 8 equitable maxims 13 plaintiff 11
administrative process 7 historical school 14 plurality opinion 27
allege 11 international law 16 precedent 8
binding authority 9 interpretive rules 7 primary source of law 4
case law 8 jurisprudence 14 procedural law 15
case on point 11 law 2 remedy 12
citation 5 legal positivism 14 rulemaking 7
civil law 15 legal realism 14 secondary source of law 4
civil law system 15 legal reasoning 10 stare decisis 9
common law 8 legislative rules 7 statutory law 5
concurring opinion 27 liability 3 substantive law 15
constitutional law 4 majority opinion 27 uniform laws 5
criminal law 15 national law 16
cyberlaw 15 natural law 14

Chapter Summary: Law and Legal Reasoning

Sources of American Law 1. Constitutional law—The law as expressed in the U.S. Constitution and the various state
constitutions. The U.S. Constitution is the supreme law of the land. State constitutions are supreme
within state borders to the extent that they do not violate the U.S. Constitution or a federal law.
2. Statutory law—Laws or ordinances created by federal, state, and local legislatures. None of
these laws can violate the U.S. Constitution, and no state statute or local ordinance can violate
the relevant state constitution. Uniform laws, when adopted by a state legislature, become statutory
law in that state.
3. Administrative law—The rules, orders, and decisions of federal or state government administrative
agencies. Federal administrative agencies are created by enabling legislation enacted by the U.S.
Congress. Agency functions include rulemaking, investigation and enforcement, and adjudication.
4. Case law and common law doctrines—Judge-made law, including interpretations of constitutional
provisions, of statutes enacted by legislatures, and of regulations created by administrative agencies.
Case law governs all areas not covered by statutory law or administrative law, and is part of our
common law tradition.
The Common Law 1. Common law—Law that originated in medieval England with the creation of the king’s courts, or
curiae regis, and the development of a body of rules that were common to (or applied in) all regions
of the country.
2. Stare decisis—A doctrine under which judges “stand on decided cases”—or follow the rule of
precedent—in deciding cases. Stare decisis is the cornerstone of the common law tradition.
3. Stare decisis and legal reasoning—Judges use legal reasoning to harmonize their decisions with
those that have been made before, as required by the doctrine of stare decisis. The basic steps of
legal reasoning form what is often referred to as the IRAC method of legal reasoning. IRAC stands
for Issue, Rule, Application, and Conclusion. First, clearly grasp the relevant facts and identify
the issue. Second, determine the rule of law that applies to the case. Third, analyze (using cases
on point) how the rule of law applies to the particular facts of the dispute, and fourth, arrive at a
conclusion.
4. Remedies—A remedy is the means by which a court enforces a right or compensates for a
violation of a right. Courts typically grant legal remedies (monetary damages or property) but may
also grant equitable remedies (specific performance, injunction, or rescission) when the legal
remedy is inadequate or unavailable.
5. Schools of legal thought—Judges’ decision making is influenced by their philosophy of law. The
following are four important schools of legal thought, or legal philosophies:
a. Natural law—One of the oldest and most significant schools of legal thought. Those who believe
in natural law hold that there is a universal law applicable to all human beings and that this law
is of a higher order than positive, or national, law.
b. Legal positivism—A school of legal thought centered on the assumption that there is no law
higher than the laws created by the government. Laws must be obeyed, even if they are unjust,
to prevent anarchy.
c. Historical school—A school of legal thought that stresses the evolutionary nature of law and
looks to doctrines that have withstood the passage of time for guidance in shaping present laws.
d. Legal realism—A school of legal thought that generally advocates a less abstract and more
realistic approach to the law. This approach takes into account customary practices and the
social and economic circumstances in which transactions take place.
Classifications of Law The law may be broken down according to several classification systems, such as substantive or
procedural law, federal or state law, and private or public law. Three broad classifications are civil and
criminal law, common law systems, and civil law systems, and national and international law. Cyberlaw
is not really a classification of law but a term that refers to the growing body of case and statutory law
that applies to Internet transactions.

Issue Spotters
1. The First Amendment to the U.S. Constitution provides protection for the free exercise of religion. A state legislature enacts a law that
outlaws all religions that do not derive from the Judeo-Christian tradition. Is this law valid within that state? Why or why not? (See
Sources of American Law.)
2. Apex Corporation learns that a federal administrative agency is considering a rule that will have a negative impact on the firm’s ability to
do business. Does the firm have any opportunity to express its opinion about the pending rule? Explain. (See Sources of American Law.)
—Check your answers to the Issue Spotters against the answers provided in Appendix C.
Business Scenarios and Case Problems

1–1. Binding versus Persuasive Authority. A county convicted had not disobeyed any law of their country and had
court in Illinois is deciding a case involving an issue that has merely been following their government’s (Hitler’s) orders, what
never been addressed before in that state’s courts. The Iowa law had they violated? Explain. (See The Common Law.)
Supreme Court, however, recently decided a case involving a
very similar fact pattern. Is the Illinois court obligated to follow 1–5. Spotlight on AOL—Common Law. AOL, LLC, mistak-
the Iowa Supreme Court’s decision on the issue? If the United enly made public the personal information of 650,000
States Supreme Court had decided a similar case, would that of its members. The members filed a suit, alleging
decision be binding on the Illinois court? Explain. (See The violations of California law. AOL asked the court to
Common Law.) dismiss the suit on the basis of a “forum-selection” clause in its
member agreement that designates Virginia courts as the place
1–2. Sources of Law. This chapter discussed a number of where member disputes will be tried. Under a decision of the
sources of American law. Which source of law takes priority United States Supreme Court, a forum-selection clause is unen-
in the following situations, and why? (See Sources of American forceable “if enforcement would contravene a strong public
Law.) policy of the forum in which suit is brought.” California has
1. A federal statute conflicts with the U.S. Constitution. declared in other cases that the AOL clause contravenes a
2. A federal statute conflicts with a state constitutional strong public policy. If the court applies the doctrine of stare
provision. decisis, will it dismiss the suit? Explain. [Doe 1 v. AOL, LLC, 552
F.3d 1077 (9th Cir. 2009)] (See The Common Law.)
3. A state statute conflicts with the common law of that state.
4. A state constitutional amendment conflicts with the U.S. 1–6. Business Case Problem with Sample Answer—
Constitution. Reading Citations. Assume that you want to read
the entire court opinion in the case of Friends of
1–3. Remedies. Arthur Rabe is suing Xavier Sanchez for
Buckingham v. State Air Pollution Control Board, 947
breaching a contract in which Sanchez promised to sell Rabe a
F.3d 68 (4th Cir. 2020).
Van Gogh painting for $150,000. (See The Common Law.)
Refer to the appendix to this chapter, and then explain spe-
1. In this lawsuit, who is the plaintiff, and who is the defendant?
cifically where you would find the court’s opinion. (See Finding
2. If Rabe wants Sanchez to perform the contract as promised, Case Law.)
what remedy should Rabe seek? —For a sample answer to Problem 1–6, go to Appendix D.
3. Suppose that Rabe wants to cancel the contract because
Sanchez fraudulently misrepresented the painting as an
original Van Gogh when in fact it is a copy. In this situation, A Question of Ethics
what remedy should Rabe seek?
4. Will the remedy Rabe seeks in either situation be a remedy 1–7. The Doctrine of Precedent. Sandra White operated a
at law or a remedy in equity? travel agency. To obtain lower airline fares for her nonmilitary
clients, she booked military-rate travel by forwarding fake mili-
1–4. Philosophy of Law. After World War II ended in 1945, tary identification cards to the airlines. The government charged
an international tribunal of judges convened at Nuremberg, White with identity theft, which requires the “use” of another’s
Germany. The judges convicted several Nazi war criminals of identification. The trial court had two cases that represented
“crimes against humanity.” Assuming that the Nazis who were precedents.

In the first case, David Miller obtained a loan to buy land by physician’s signature. The court concluded that this was “use”
representing that certain investors had approved the loan when, of another person’s identity. [United States v. White, 846 F.3d 170
in fact, they had not. Miller’s conviction for identity theft was (6th Cir. 2017)] (See Sources of American Law.)
overturned because he had merely said that the investors had 1. Which precedent—the Miller case or the Medlock case—
done something when they had not. According to the court, this is similar to White’s situation, and why?
was not the “use” of another’s identification. 2. In the two cases cited by the court, were there any ethical
In the second case, Kathy Medlock, an ambulance service differences in the actions of the parties? Explain your
operator, had transported patients for whom there was no medi- answer.
cal necessity to do so. To obtain payment, Medlock had forged a
Time-Limited Team Assignment

1–8. Court Opinions. Go to the section entitled Reading and 2. Another team will outline the difference between a concur-
Understanding Case Law in the appendix at the end ring opinion and a dissenting opinion.
of this chapter, and read through the subsection 3. The third team will explain why judges and justices write
entitled “Decisions and Opinions.” concurring and dissenting opinions, given that these opin-
1. One team will explain the difference between a concurring ions will not affect the outcome of the case at hand, which
opinion and a majority opinion. has already been decided by majority vote.

Appendix to Chapter 1
Finding and Analyzing the Law
This text includes numerous references, or citations, to primary sources of law—federal and
state statutes, the U.S. Constitution and state constitutions, regulations issued by admin-
istrative agencies, and court cases. A citation identifies the publication in which a legal
authority—such as a statute or court decision—can be found. In this appendix, I explain
how you can use citations to find primary sources of law. Note that in addition to being
published in sets of books, as described next, most federal and state laws and case decisions
are available online.
Finding Statutory and Administrative Law

When Congress passes laws, they are collected in a publication titled United States Statutes at
Large. When state legislatures pass laws, they are collected in similar state publications. Most
frequently, however, laws are referred to in their codified form—that is, the form in which
they appear in the federal and state codes. In these codes, laws are compiled by subject.
United States Code

The United States Code (U.S.C.) arranges all existing federal laws of a public and permanent
nature by subject. Each of the fifty-two subjects into which the U.S.C. arranges the laws is
given a title and a title number. For example, laws relating to commerce and trade are col-
lected in “Title 15, Commerce and Trade.” Titles are subdivided by sections.
A citation to the U.S.C. includes title and section numbers. Thus, a reference to “15 U.S.C.
Section 1” means that the statute can be found in Section 1 of Title 15. (“Section” may be
designated by the symbol §, and “Sections” by §§.) In addition to the print publication of the
U.S.C., the federal government also provides a searchable online database of the United States
Code at www.gpo.gov (click on “Libraries” and then “Core Documents of Our Democracy”
to find the United States Code).
Commercial publications of these laws are available and are widely used. For example,
Thomson Reuters publishes the United States Code Annotated (U.S.C.A.). The U.S.C.A. con-
tains the complete text of laws included in the U.S.C., notes of court decisions that interpret
and apply specific sections of the statutes, and the text of presidential proclamations and
executive orders. The U.S.C.A. also includes research aids, such as cross-references to related
statutes, historical notes, and other references. A citation to the U.S.C.A. is similar to a cita-
tion to the U.S.C.: “15 U.S.C.A. Section 1.”
State Codes
State codes follow the U.S.C. pattern of arranging laws by subject. The state codes may be
called codes, revisions, compilations, consolidations, general statutes, or statutes, depending
on the state.
21
In some codes, subjects are designated by number. In others, they are designated by name.
For example, “13 Pennsylvania Consolidated Statutes Section 1101” means that the statute
can be found in Title 13, Section 1101, of the Pennsylvania code. “California Commercial
Code Section 1101” means the statute can be found in Section 1101 under the subject head-
ing “Commercial Code” of the California code. Abbreviations may be used. For example, “13
Pennsylvania Consolidated Statutes Section 1101” may be abbreviated “13 Pa. C.S. § 1101,”
and “California Commercial Code Section 1101” may be abbreviated “Cal. Com. Code § 1101.”
Administrative Rules
Rules and regulations adopted by federal administrative agencies are initially published in
the Federal Register, a daily publication of the U.S. government. Later, they are incorporated
into the Code of Federal Regulations (C.F.R.).
Like the U.S.C., the C.F.R. is divided into titles. Rules within each title are assigned section
numbers. A full citation to the C.F.R. includes title and section numbers. For example, a reference
to “17 C.F.R. Section 230.504” means that the rule can be found in Section 230.504 of Title 17.
Finding Case Law

Before discussing the case reporting system, we need to look briefly at the court system.
There are two types of courts in the United States: federal courts and state courts.
Both the federal and the state court systems consist of several levels, or tiers, of courts.
Trial courts, in which evidence is presented and testimony is given, are on the bottom tier
(which also includes lower courts handling specialized issues). Decisions from a trial court
can be appealed to a higher court, which commonly is an intermediate court of appeals, or
an appellate court. Decisions from these intermediate courts of appeals may be appealed
to an even higher court, such as a state supreme court or the United States Supreme Court.
State Court Decisions

Most state trial court decisions are not published (except in New York and a few other states,
which publish selected trial court opinions). Decisions from state trial courts are typically
filed in the office of the clerk of the court, where the decisions are available for public inspec-
tion. (Increasingly, they can be found online as well.)
Written decisions of the appellate, or reviewing, courts, however, are published and dis-
tributed (in print and online). Many of the state court cases presented in this book are from
state appellate courts. The reported appellate decisions are published in volumes called
reports or reporters, which are numbered consecutively. State appellate court decisions are
found in the state reporters of that particular state. Official reports are published by the state,
whereas unofficial reports are published by nongovernment entities.
Regional Reporters State court opinions appear in regional units of the National Reporter
System, published by Thomson Reuters. Most lawyers and libraries have these reporters
because they report cases more quickly and are distributed more widely than the state-
published reports. In fact, many states have eliminated their own reporters in favor of the
National Reporter System.
The National Reporter System divides the states into the following geographic areas:
Atlantic (A., A.2d, or A.3d), North Eastern (N.E., N.E.2d, or N.E.3d), North Western (N.W. or
N.W.2d), Pacific (P., P.2d, or P.3d), South Eastern (S.E. or S.E.2d), South Western (S.W., S.W.2d,
or S.W.3d), and Southern (So., So.2d, or So.3d). (The 2d and 3d in the abbreviations refer
to Second Series and Third Series, respectively.) The states included in each of these regional
divisions are indicated in Exhibit 1A–1, which illustrates the National Reporter System.

Exhibit 1A–1 The National Reporter System—Regional/Federal

Coverage
Regional Reporters Beginning Coverage
Atlantic Reporter (A., A.2d, or A.3d) 1885 Connecticut, Delaware, District of Columbia, Maine, Maryland,
New Hampshire, New Jersey, Pennsylvania, Rhode Island, and Vermont.
North Eastern Reporter (N.E., N.E.2d, or 1885 Illinois, Indiana, Massachusetts, New York, and Ohio.
N.E.3d)
North Western Reporter (N.W. or N.W.2d) 1879 Iowa, Michigan, Minnesota, Nebraska, North Dakota, South Dakota, and
Wisconsin.
Pacific Reporter (P., P.2d, or P.3d) 1883 Alaska, Arizona, California, Colorado, Hawaii, Idaho, Kansas, Montana,
Nevada, New Mexico, Oklahoma, Oregon, Utah, Washington, and Wyoming.
South Eastern Reporter (S.E. or S.E.2d) 1887 Georgia, North Carolina, South Carolina, Virginia, and West Virginia.
South Western Reporter (S.W., S.W.2d, or 1886 Arkansas, Kentucky, Missouri, Tennessee, and Texas.
S.W.3d)
Southern Reporter (So., So.2d, or So.3d) 1887 Alabama, Florida, Louisiana, and Mississippi.
Federal Reporters
Federal Reporter (F., F.2d, or F.3d) 1880 U.S. Circuit Courts from 1880 to 1912; U.S. Commerce Court from 1911 to
1913; U.S. District Courts from 1880 to 1932; U.S. Court of Claims (now called
U.S. Court of Federal Claims) from 1929 to 1932 and since 1960; U.S. Courts
of Appeals since 1891; U.S. Court of Customs and Patent Appeals since 1929;
U.S. Emergency Court of Appeals since 1943.
Federal Supplement (F.Supp., F.Supp.2d, 1932 U.S. Court of Claims from 1932 to 1960; U.S. District Courts since 1932;
or F.Supp.3d) U.S. Customs Court since 1956.
Federal Rules Decisions (F.R.D.) 1939 U.S. District Courts involving the Federal Rules of Civil Procedure since 1939
and Federal Rules of Criminal Procedure since 1946.
Supreme Court Reporter (S.Ct.) 1882 United States Supreme Court since the October term of 1882.
Bankruptcy Reporter (Bankr.) 1980 Bankruptcy decisions of U.S. Bankruptcy Courts, U.S. District Courts, U.S.
Courts of Appeals, and the United States Supreme Court.
Military Justice Reporter (M.J.) 1978 U.S. Court of Military Appeals and Courts of Military Review for the Army,
Navy, Air Force, and Coast Guard.
NATIONAL REPORTER SYSTEM MAP
WASH.
VT. ME.
MONTANA N. DAK.
MINN.
OREGON N.H.
IDAHO WIS. MASS.
S. DAK. N.Y.
WYOMING MICH. R.I.
CONN.
IOWA PA.
NEVADA NEBR. N.J.
OHIO DEL.
UTAH ILL. IND.
CALIF. COLORADO W.VA. MD.
KANSAS MO. VA.
KY.
N. CAR.
TENN.
ARIZONA OKLA.
N. MEXICO ARK. S. CAR.
MISS. ALA. GA. Pacific

North Western
TEXAS
South Western
LA. North Eastern
FLA. Atlantic
ALASKA South Eastern
Southern
HAWAII

Case Citations After appellate decisions have been published, they are normally referred
to (cited) by the name of the case and the volume, name, and page number of the report-
er(s) in which the opinion can be found. The citation first lists information from the state’s
official reporter (if different from the National Reporter System), then the National Reporter,
and then any other selected reporter. (Citing a reporter by volume number, name, and page
number, in that order, is common to all citations.) When more than one reporter is cited for
the same case, each reference is called a parallel citation.
Note that some states have adopted a “public domain citation system” that uses a some-
what different format for the citation. For example, in Oklahoma, an Oklahoma court deci-
sion might be designated “2020 OK 4,” meaning that the decision was the 4th decision
issued by the Oklahoma Supreme Court in 2020. A parallel citation to the Pacific Reporter
also would be included after the Oklahoma public domain citation.
Consider the following citation: NetScout Systems, Inc. v. Gartner, Inc., 334 Conn. 396,
223 A.3d 37 (2020). The opinion in this case can be found in Volume 334 of the official
Connecticut Reports, on page 396. The parallel citation is to Volume 223 of the Atlantic
Reporter, Third Series, on page 37.
When I present opinions in this text (starting in Chapter 2), in addition to the reporter,
I give the name of the court hearing the case and the year of the court’s decision. Sample
citations to state court decisions are listed and explained in Exhibit 1A–2.
Federal Court Decisions

Federal district (trial) court decisions are published unofficially in the Federal Supplement
(F.Supp., F.Supp.2d, or F.Supp.3d), and opinions from the circuit courts of appeals (federal review-
ing courts) are reported unofficially in the Federal Reporter (F., F.2d, or F.3d). Cases concerning
federal bankruptcy law are published unofficially in the Bankruptcy Reporter (Bankr. or B.R.).
The official edition of United States Supreme Court decisions is the United States Reports
(U.S.), which is published by the federal government. Unofficial editions of Supreme Court
cases include the Supreme Court Reporter (S.Ct.) and the Lawyers’ Edition of the Supreme
Court Reports (L.Ed. or L.Ed.2d). Sample citations for federal court decisions are also listed
and explained in Exhibit 1A–2.
Unpublished Opinions
Many court opinions that are not yet published or that are not intended for publication can be
accessed through Westlaw® (abbreviated in citations as “WL”), an online legal database. When
no citation to a published reporter is available for cases cited in this text, I give the WL citation
(such as 2020 WL 399117, which means it was case number 399117 decided in the year 2020).
Sometimes, both in this text and in other legal sources, you will see blanks left in a cita-
tion. This occurs when the decision will be published, but the particular volume number or
page number is not yet available.
Old Cases
On a few occasions, this text cites opinions from old, classic cases dating to the nineteenth
century or earlier. Some of these cases are from the English courts. The citations to these
cases may not conform to the descriptions given above.
Reading and Understanding Case Law

The cases in this text have been condensed from the full text of the courts’ opinions and
paraphrased by the authors. For those wishing to review court cases for future research
projects or to gain additional legal information, the following sections will provide useful
insights into how to read and understand case law.

Exhibit 1A–2 How to Read Citations
STATE COURTS
304 Neb. 848, 937 N.W.2d 190 (2020)a
N.W. is the abbreviation for the publication of state court decisions

rendered in the North Western Reporter of the National Reporter System.
2d indicates that this case was included in the Second Series of that
reporter.
Neb. is an abbreviation for Nebraska Reports, Nebraska’s official reports of the

decisions of its highest court, the Nebraska Supreme Court.
44 Cal.App.5th 437, 257 Cal.Rptr.3d 671 (2020)
Cal.Rptr. is the abbreviation for the unofficial reports—titled California Reporter—

of the decisions of California courts.
179 A.D.3d 1476, 117 N.Y.S.3d 408 (2020)
N.Y.S. is the abbreviation for the unofficial reports—titled New York

Supplement—of the decisions of New York courts.
A.D. is the abbreviation for the New York Appellate Division Reports, which hears appeals
from the New York Supreme Court—the state’s general trial court. The New York Court
of Appeals is the state’s highest court, analogous to other states’ supreme courts.
71 Va.App. 385, 837 S.E.2d 54 (2020)
Va.App. is the abbreviation for Virginia Court of Appeals Reports, Virginia's official reports
of the decisions of its court of appeals.
FEDERAL COURTS
___ U.S. ___ , 140 S.Ct. 582, 205 L.Ed.2d 419 (2020)
L.Ed. is an abbreviation for Lawyers’ Edition of the Supreme

Court Reports, an unofficial edition of decisions of the
United States Supreme Court.
S.Ct. is the abbreviation for Supreme Court Reporter, an unofficial edition

of decisions of the United States Supreme Court.
U.S. is the abbreviation for United States Reports, the official edition of the
decisions of the United States Supreme Court. The blank lines in this citation (or
any other citation) indicate that the appropriate volume of the case reporter has
not yet been published and no page number is available.
a. The case names have been deleted from these citations to emphasize the publications. It should be kept in mind, however, that the name of a case
is as important as the specific page numbers in the volumes in which it is found. If a citation is incorrect, the correct citation may be found in a
publication’s index of case names. In addition to providing a check on errors in citations, the date of a case is important because the value of a recent
case as an authority is likely to be greater than that of older cases from the same court.
(Continued)

Exhibit 1A–2 How to Read Citations—Continued
FEDERAL COURTS (Continued)
951 F.3d 728 (6th Cir. 2020)
6th Cir. is an abbreviation denoting that this case was decided in the
U.S. Court of Appeals for the Sixth Circuit.
___ F.Supp.3d ___ , 2020 WL 614653 (W.D.Wash. 2020)
W.D.Wash. is an abbreviation indicating that the U.S. District Court for the
Western District of Washington decided this case.
WESTLAW® CITATIONSb
2020 WL 1286224
WL is an abbreviation for Westlaw. The number 2020 is the year of the document that can be found with this citation in the
Westlaw database. The number 1286224 is a number assigned to a specific document. A higher number indicates that a document
was added to the Westlaw database later in the year.
STATUTORY AND OTHER CITATIONS
18 U.S.C. Section 1961(1)(A)
U.S.C. denotes United States Code, the codification of United States

Statutes at Large. The number 18 refers to the statute’s U.S.C. title number
and 1961 to its section number within that title. The number 1 in parentheses
refers to a subsection within the section, and the letter A in parentheses
to a subsection within the subsection.
UCC 2–206(1)(b)
UCC is an abbreviation for Uniform Commercial Code. The first number 2 is

a reference to an article of the UCC, and 206 to a section within that article.
The number 1 in parentheses refers to a subsection within the section, and
the letter b in parentheses to a subsection within the subsection.
Restatement (Third) of Torts, Section 6
Restatement (Third) of Torts refers to the third edition of the American

Law Institute’s Restatement of the Law of Torts. The number 6 refers to a
specific section.
17 C.F.R. Section 230.505
C.F.R. is an abbreviation for Code of Federal Regulations, a compilation of

federal administrative regulations. The number 17 designates the regulation’s
title number, and 230.505 designates a specific section within that title.
b. Many court decisions that are not yet published or that are not intended for publication can be accessed through Westlaw, an online legal database.

Case Titles and Terminology

The title of a case, such as Adams v. Jones, indicates the names of the parties to the lawsuit. The
v. in the case title stands for versus, which means “against.” In the trial court, Adams was
the plaintiff—the person who filed the suit. Jones was the defendant.
If the case is appealed, however, the appellate court will sometimes place the name of the
party appealing the decision first, so the case may be called Jones v. Adams. Because some
reviewing courts retain the trial court order of names, it is often impossible to distinguish
the plaintiff from the defendant in the title of a reported appellate court decision. You must
carefully read the facts of each case to identify the parties.
The following terms and phrases are frequently encountered in court opinions and legal
publications. Because it is important to understand what these terms and phrases mean, I
define and discuss them here.
Parties to Lawsuits The party initiating a lawsuit is referred to as the plaintiff or petitioner,
depending on the nature of the action, and the party against whom a lawsuit is brought
is the defendant or respondent. Lawsuits frequently involve more than one plaintiff and/or
defendant.
When a case is appealed from the original court or jurisdiction to another court or jurisdic-
tion, the party appealing the case is called the appellant. The appellee is the party against whom
the appeal is taken. (In some appellate courts, the party appealing a case is referred to as the
petitioner, and the party against whom the suit is brought or appealed is called the respondent.)
Judges and Justices The terms judge and justice are usually synonymous and are used
to refer to the judges in various courts. All members of the United States Supreme Court,
for instance, are referred to as justices. Justice is the formal title usually given to judges of
appellate courts, although this is not always the case. In New York, a justice is a judge of
the trial court (which is called the Supreme Court), and a member of the Court of Appeals
(the state’s highest court) is called a judge. The term justice is commonly abbreviated to J.,
and justices to JJ. A Supreme Court case might refer to Justice Sotomayor as Sotomayor, J., or
to Chief Justice Roberts as Roberts, C.J.
Majority Opinion A court opinion
Decisions and Opinions Most decisions reached by reviewing, or appellate, courts are that represents the views of the
majority (more than half) of the judges
explained in written opinions. The opinion contains the court’s reasons for its decision, the
or justices deciding the case.
rules of law that apply, and the judgment. You may encounter several types of opinions as
you read appellate cases, including the following: Concurring Opinion A court
opinion by one or more judges or
• When all the judges (or justices) agree, a unanimous opinion is written for the justices who agree with the majority
entire court. but want to make or emphasize
• When there is not unanimous agreement, a majority opinion is generally written. It a point that was not made or
emphasized in the majority’s opinion.
outlines the views of the majority of the judges deciding the case.
• A judge who agrees (concurs) with the majority opinion as to the result but not Dissenting Opinion A court
as to the legal reasoning often writes a concurring opinion. In it, the judge sets out opinion that presents the views of
the reasoning that he or she considers correct. one or more judges or justices who
disagree with the majority’s decision.
• A dissenting opinion presents the views of one or more judges who disagree with
the majority view. Plurality Opinion A court opinion
that is joined by the largest number
• Sometimes, no single position is fully supported by a majority of the judges of the judges or justices hearing the
deciding a case. In this situation, there may be plurality opinion. This is the opinion case, but less than half of the total
that has the support of the largest number of judges, but the group in agreement number.
is less than a majority.
Per Curiam Opinion A court
• Finally, a court occasionally issues a per curiam opinion (per curiam is Latin for “of opinion that does not indicate which
the court”), which does not indicate which judge wrote the opinion. judge or justice authored the opinion.

A Sample Court Case

Knowing how to read and analyze a court opinion is an essential step in undertaking accurate
legal research. The cases within this text have already been analyzed and partially briefed by
the author. The essential aspects of each case are presented in a convenient format consisting
of three sections: Background and Facts, In the Words of the Court (which feature excerpts from
the court’s opinion), and Decision and Remedy.
In addition to this basic format, each case is followed by one or two critical-thinking
questions regarding some issue raised by the case. I offer these questions as tools to help you
develop your critical-thinking and legal-reasoning skills. What If the Facts Were Different?
questions alter the facts slightly and ask you to consider how this would change the outcome.
A section entitled Impact of This Case on Today’s Legal Environment concludes each Classic
Case in this text to indicate the significance of the case for today’s legal landscape.
In the excerpted cases throughout this text, you will note that triple asterisks (* * *) and
quadruple asterisks (* * * *) frequently appear in the court’s opinion. The triple asterisks
indicate that I have deleted a few words or sentences from the opinion for the sake of read-
ability or brevity. Quadruple asterisks mean that an entire paragraph (or more) has been
omitted. Additionally, when the opinion cites another case or legal source, the citation to
the case or source has been omitted, again for the sake of readability and brevity. Lastly,
whenever I present a court opinion that includes a term or phrase that may not be readily
understandable, a bracketed definition or paraphrase has been added.
Exhibit 1A–3 illustrates the various elements contained in a court opinion that is from
an actual case that the United States Court of Appeals for the Sixth Circuit decided in 2020.
Exhibit 1A–3 A Sample Court Case

This section contains the citation—the ADELMAN’S TRUCK PARTS CORP. v. JONES TRANSPORT
name of the case, the name of the court that
heard the case, the year of the decision, and United States Court of Appeals, Sixth Circuit
reporters in which the court’s opinion can
be found. 797 Fed.Appx. 997 (2020).
This line provides the name of the judge (or
JOHN K. BUSH, Circuit Judge.
justice) who authored the court’s opinion.
****
The court divides the opinion into sections.
The first section summarizes the facts of I.
the case.
****
Don Jones is a small business owner who operated a trucking company [when he] decided
Horsepower is a unit of power equal to to replace a motor in his truck. The engine that Jones set out to replace was a Caterpillar
745.7 watts or 33,000 foot-pounds per
minute. C-7 motor, serial number WAX 51440, and was capable of 250 horsepower. Jones called
Adelman’s [Truck Parts Corporation] regarding purchasing a used motor, and during the
telephone call, Jones gave Adelman’s the serial number of the motor he had been using,
and Adelman’s told Jones they had an engine that would meet Jones’s needs. Based on this
conversation, Jones apparently expected that he would be receiving an engine capable of

Exhibit 1A–3 A Sample Court Case—Continued

To be enforceable, an agreement for a sale 250 horsepower. Jones agreed, in writing, to pay $5,000 for the replacement motor and an
of goods for $500 or more must generally
be in writing. additional $304 for freight charges. Importantly, the signed Purchase Agreement did not
specify the horsepower of the motor. Rather, the Purchase Agreement indicated only that the
A purchase agreement is a sales contract, in
which the ownership of property is, or will purchase was for a “USED CATERPILLAR C-7 MOTOR.”
be, transferred for a fixed sum.
Jones was disappointed to find that the motor he received was capable of only
190 horsepower, not 250 horsepower. The day he received the motor, he called Adelman’s
and notified it that it had sent the wrong engine. Adelman’s told Jones that it did not have
a 250-horsepower Caterpillar C-7 motor in stock. It said Jones’s only option if he was not
A restocking fee is an amount of money satisfied with the motor was to return it for a refund, minus a 20 per cent restocking fee
charged by a seller to accept returned
goods and refund the price of the goods to [as provided in the Purchase Agreement]. Jones decided to keep the 190-horsepower motor
the buyer.
and instructed his mechanic to install it in his truck.
After the motor was installed, but before Jones ran the motor, Jones’s mechanic removed
the oil pan from the motor, and found a large broken-off piece of a piston lying inside. The
mechanic also found that the cylinder wall, which is part of the engine block, had been
A breach of contract is the violation of a badly scored. After the broken-off piece of a piston was found, Adelman’s offered Jones a
contractual obligation by failing to perform
it, by repudiating it, or by interfering with full refund of the purchase price with the 20 per cent restocking fee waived.
another party’s performance.
* * * Jones declined this offer.
Moved for summary judgment means that a
party filed a motion (applied to the court to Jones then filed a [claim] for breach of contract [in a federal district court]. The parties
obtain an order) for the entry of a judgment
without a trial because there was no gen- next moved for summary judgment. In Adelman’s motion for summary judgment, it argued
uine issue of fact for the court to decide.
Damages is money claimed, or ordered to be that * * * Jones * * * was limited by the exclusive-remedies provision of the Purchase Agree-
paid, as compensation for a loss or an injury.
ment, and he could thus not seek recovery of any damages beyond the purchase price of the
Nonconforming goods are goods that fail to
meet the specifications of a contract, allow- motor. * * * In Jones’s motion for * * * summary judgment, he argued that * * * the motor
ing the buyer to reject them or revoke their
acceptance. he received was nonconforming, and because Adelman’s could not provide a replacement
250-horsepower motor, the exclusive-remedies provision failed of its essential purpose. Thus,
To appeal is to request an appellate court to Jones claimed, he was free to seek all potential damages * * * . The district court granted
review the decision of a lower court.
Adelman’s motion and denied Jones’s motion. Jones appealed to [the U.S. Court of Appeals
for the Sixth Circuit].

(Continues)


The second major section of the opinion
****
responds to the party’s appeal.
II.
****
The district court * * * properly rejected Jones’s breach of contract claim. We need not
A remedy is a means of enforcing a right or decide whether the motor that Jones received was nonconforming, because even if it was,
preventing or recovering for a wrong.
Adelman’s gave Jones the remedy that he was due under the exclusive-remedies provision
of the Purchase Agreement. That provision states:
* * * BUYER’S EXCLUSIVE REMEDY RELATING TO THE GOODS SHALL
BE LIMIITED SOLELY TO EITHER SELLER’S RETURN OF THE PURCHASE
AMOUNT UPON [BUYER’S] RETURN OF THE NONCONFORMING GOODS
OR SELLER’S REPAIR, CORRECTION AND/OR REPLACEMENT OF ANY OF
THE GOODS WHICH ARE * * * NONCONFORMING.
There is no dispute that Adelman’s offered Jones the ability to return the motor. In fact,
Consequential damages are damages that
do not arise directly from a wrongful act, Adelman’s offered to waive the handling charge, which it was not legally required to do.
such a breach of contract, but result indi-
rectly from it. Jones tries to bypass the exclusive-remedies provision and seek consequential damages,
claiming that the provision fails of its essential purpose. The general rule is that a seller
may legitimately limit the buyer’s remedies to return of the goods and repayment of the
purchase price or to repair and replacement of nonconforming goods or parts. However,
where circumstances cause an exclusive or limited remedy to fail of its essential purpose,
A reasonable time, with respect to the per- consequential damages may be available. Such provisions generally fail only where the
formance of a contract, is the time needed
to do what the contract requires. seller is unable or unwilling to comply within a reasonable time. Put differently, an
exclusive-remedies provision fails of its essential purpose if it deprives the purchaser of
The substantial value of a bargain is the substantial value of its bargain, leaving the purchaser without a remedy.
represented by the successful completion
of the primary or necessary terms of the Here, Jones was not left without a remedy—he could have returned the motor to
agreement.
Adelman’s as the Purchase Agreement specified. He chose not to. Jones appears to argue that
the exclusive-remedies provision failed of its essential purpose because it left him with only


one remedy instead of two—that is, he could return the motor but he could not replace it.
He notes that he asked Adelman’s to replace his 190-horsepower motor with a conforming
250-horsepower motor, and Adelman’s told him that it had no 250-horsepower motor in
stock. Jones claims that at the moment Adelman’s told him that it did not have a 250-horse-
power replacement motor, the Purchase Agreement’s exclusive-remedies provision failed of
its essential purpose, opening the door for Jones to seek consequential damages.
* * * Where the seller is unwilling to both repair and replace within a reasonable time,
then the exclusive-remedies provision fails of its essential purpose. Here, * * * one of
To afford in this context is to provide.
the remedies afforded by Adelman’s to Jones under the Purchase Agreement was timely
offered—he could return the motor. Jones simply refused to accept that remedy. Because
Jones was afforded the remedy that he was due under the exclusive-remedies provision—
he could return the motor—we agree with the district court that the exclusive-remedies
provision in the Purchase Agreement did not fail of its essential purpose.
****
In the third major section of the opinion, the III.

court states its decision.
For the foregoing reasons, we AFFIRM the judgment of the district court.
To affirm a lower court’s ruling is to validate
the decision and give it legal force.
How to Brief Cases

Knowing how to read and understand court opinions and the legal reasoning used by the
courts is an essential step in performing legal research. A further step is “briefing,” or sum-
marizing, the case. Briefing cases facilitates the development of critical-thinking skills that
are crucial for businesspersons when evaluating relevant business law.
Legal researchers routinely brief cases by reducing the texts of the opinions to their
essential elements. Generally, when you brief a case, you first summarize the background
and facts of the case, as the authors have done for most of the cases presented in this text.
You then indicate the issue (or issues) before the court. An important element in the case
brief is, of course, the court’s decision on the issue and the legal reasoning used by the court
in reaching that decision.
There is a fairly standard procedure that you follow to “brief” any court case. You must
first read the case opinion carefully. When you feel that you understand the case, you can

prepare a brief of it. Although the format of the brief may vary, typically it will present the
essentials of the case under headings such as the following:
1. Citation. Give the full citation for the case, including the name of the case, the court
that decided it, and the year it was decided.
2. Facts. Briefly indicate (a) the reasons for the lawsuit, (b) the identity and arguments
of the plaintiff(s) and defendant(s), respectively, and (c) the lower court’s decision—
if the decision is from a reviewing court.
3. Issue. Concisely phrase, in the form of a question, the essential issue before the court.
(If more than one issue is involved, you may have two—or even more—questions.)
4. Decision. Indicate here—with a “yes” or “no,” if possible—the court’s answer to the
question (or questions) in the Issue section.
5. Reason. Summarize as briefly as possible the reasons given by the court for its decision
(or decisions) and the case or statutory law relied on by the court in arriving at its
decision.
See this chapter’s Building Analytical Skills feature for a sample case brief and a discussion
of how the brief relates to the IRAC method of legal reasoning.
Case Briefing and IRAC Legal Reasoning Building Analytical

Skills
H ere is a sample case brief of the opinion
shown in Exhibit 1A–3.
have a 250-horsepower Caterpillar C-7
motor in stock. Under the purchase
agreement, Jones’s only option was to
1. Citation. Adelman’s Truck Parts Corp.
return the motor for a refund, minus a
v. Jones Transport, United States
20 percent restocking fee, which Adel-
Court of Appeals, Sixth Circuit, 797
man’s offered to waive. Jones refused
Fed.Appx. 997 (2020). Fed.Appx. is the
the offer and filed a claim in a federal
abbreviation for Federal Appendix, a
district court against Adelman’s for
case law reporter that includes judicial of the purchase price, or to the repair
opinions of the U.S. courts of appeals breach of contract.
and replacement of goods that do not
that are not selected for publication in The court issued a summary
conform to the parties’ contract.
the Federal Reporter. judgment in Adelman’s favor. Jones
Here, the purchase agreement
2. Facts. Don Jones, the owner and appealed to the U.S. Court of Appeals
between Adelman’s and Jones stated:
operator of Jones Transport, a small for the Sixth Circuit, arguing that the
“BUYER’S EXCLUSIVE REMEDY
trucking company, ordered a used remedy provision in the purchase
RELATING TO THE GOODS SHALL BE
Caterpillar C-7 motor from Adelman’s agreement was unenforceable.
3. Issue. Did Adelman’s afford Jones the LIMIITED SOLELY TO EITHER SELL-
Truck Parts Corporation. The purchase
remedy that he was due? ER’S RETURN OF THE PURCHASE
agreement did not specify the motor’s
4. Decision. Yes. The U.S. Court of AMOUNT UPON [BUYER’S] RETURN
horsepower. Expecting that it would
be capable of 250 horsepower, Jones Appeals for the Sixth Circuit affirmed OF THE NONCONFORMING GOODS
was disappointed to find that the the lower court’s judgment. “Because OR SELLER’S REPAIR, CORRECTION
motor delivered was capable of only Jones was afforded the remedy that AND/OR REPLACEMENT OF ANY
190 horsepower. Jones’s mechanic he was due . . . we agree with the dis- OF THE GOODS WHICH ARE . . .
also found a broken piston in the oil trict court.” NONCONFORMING.”
pan and a badly scored cylinder wall 5. Reason. A seller may legitimately Adelman’s gave Jones the remedy
in the engine block. Jones contacted limit a buyer’s remedies to the return provided in the purchase agreement
Adelman’s and was told that it did not of purchased goods and a repayment by offering Jones the opportunity to

return the motor. The agreement’s The Facts section identifies the plaintiff laws and judicial principles that the court
exclusive-remedy provision would and the defendant. On the claim highlighted applied in coming to the conclusion arrived
have been unenforceable if it had in this brief, the plaintiff is Don Jones, and at in the case. In this case, the Rule of Law
deprived Jones of the value of the Adelman’s Truck Parts Corporation is the included the principles of contract law that
deal by leaving him without a rem- defendant. The Facts section also describes define the legitimate limits a seller may
edy. But Jones was not left without a the events that underlie the parties’ dispute place on a buyer’s remedies in their purchase
remedy—he could have returned the and the allegations that one or both parties agreement.
motor to Adelman’s as the agreement assert to support their request for a favorable The Reason section also explains the
specified. He chose not to. resolution. Because this case is a decision of court’s Application of the law to the facts in
one of the U.S. courts of appeals, the lower the case. The purchase agreement between
Analysis: The sections in a case brief court’s ruling, the party appealing, and the Adelman’s and Jones included a limit on the
include the information necessary to per- appellant’s contention on appeal are included. buyer’s remedies to a refund of the price on a
form IRAC legal reasoning. (IRAC stands for It is important to carefully state the issue return of nonconforming goods to the seller.
Issue, Rule of Law, Application, and Conclu- so that you can look for the appropriate Rule This provision would have been unenforce-
sion.) The first step in applying the IRAC legal of Law that will guide the court’s decision. In able if it had left Jones without a remedy, but
reasoning method is to frame the issue. You this case, the court considers whether Jones the court reasoned that this was not the case.
need to understand the relevant facts, iden- was afforded the remedy that he was due This reasoning led the court to arrive at
tify the parties, and determine the specific under the parties’ agreement. the Conclusion that Adelman’s had given
issue presented in the case. You will find Jones the remedy provided in the agreement
this information in the first two sections of Result and Reasoning: The Reason by offering him the opportunity to return the
the brief. section includes references to the relevant motor for a full refund.

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Unit 3 The Employment and Business

Unit 1 The Foundations 1

Torts and Product Liability 121 Cyber Crime 172

Criminal Law and Cyber Crime 152 Space Law 196

Unit 2 The Commercial Environment 205

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Case 8.2: LEGO A/S v. ZURU, Inc. 220 Chapter 11

Legality 273 Case 13.2: In re Dykes 363

E-Contracts 276 Chapter 11—Reorganization 364

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Unit 3 The Employment and Business Environment 377

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Chapter 19 ■■ Landmark in the Legal Environment: Changes to

Unit 4 The Regulatory Environment 553

Judicial Deference to Agency Decisions 566

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Chapter 24 Case 24.3: TransWeb, LLC v. 3M Innovative Properties Co. 653

The Clayton Act 647 with Sample Answer A–6

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1 Law and Legal Reasoning

7 International and Space Law

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1–1 Business Activities and the Legal Environment

Courts and Sales and

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1–2 Sources of American Law

1–2a Constitutional Law

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1–2b Statutory Law

Applicability of Statutes A federal statute, of course, applies

contact with an undocumented immigrant. Then, immigration

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1–2c Administrative Law

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Rulemaking A major function of an administrative agency is rulemaking—­

4. 5 U.S.C. Sections 551–706.

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1–2d Case Law and Common Law Doctrines

1–3 The Common Law

1–3a Early English Courts

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1–3b Stare Decisis

6. Pronounced stahr-ee dih-si-sis.

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The Power of Precedent Managerial Strategy

R oberta owns and manages an independent

9. Rule 32.1 of the Federal Rules of Appellate Procedure.

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1–3c Equitable Remedies and Courts of Equity

Remedies in Equity Equity is a branch of law—founded on notions of justice and fair

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Exhibit 1–2 Procedural Differences between an Action at Law and an Action in Equity

Equitable Maxims Landmark in the

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Rulemaking A major function of an administrative agency is rulemaking—

Exhibit 1–2 Procedural Differences between an Action at Law and an Action in Equity

_ F.Supp.3d _ , 2020 WL 614653 (W.D.Wash. 2020)