Cabinet d'avocats
nous
répondrons
à vos messages
INTRODUCTION TO AMERICAN
BUSINESS
LAW
last updated September,
2008
This two-semester course (36 + 36 class hours) is intended for third year students and is given is English.
The objective is to introduce students to the fundamental legal concepts that reflect American values in a business context. The case method is used to immerse students in the empiricism that characterizes the Anglo-American legal family. The cases studied are from American courts throughout their history, from the federal courts and those of numerous States, including many by leading jurists. Emphasis is placed on inter-disciplinary relations between law and ethics, as well as between law and economics. Frequent references are made to French and European Union law to highlight American specificities. Emphasis is placed on empiricial, inductive approaches, often using economic reasoning to address problems of interest to all legal systems. Students are encouraged to compare the results in American law with the solutions adopted in their national legal systems.
During the first semester, students are introduced to the main concepts of the American legal system, in particular, constitutional law, criminal law, tort law, and contract law.
In the second semester, attention is concentrated on the the management of legal risks and cooperate governance through the law of business organizations: their formation, financing, management, transfer, and disappearance.
The first part of the course is not a prerequisite for the second. Students can benefit fully from and succeed in the second semester program without having taken the first part of the program.
Class discussions are focused on the cases and other materials posted on this site.
For additional reading, students are referred to Roger LeRoy Miller and Gaylord A. Jentz, Fundamentals of Business Law, West, New York, 2002, in particular Unites 1, 2 and 3 with respect to the first semester, and Unit 8 for the second semester.
Evaluation is based on :
- class participation as attested in particular by submissions of case studies at the start of each class at which the student is present and
- a final written exam emphasizing the
application
of the rules learned to hypothetical cases in the manner used in
class
discussions (two hours, closed book).
OUTLINE
PART ONE - THE
AMERICAN
LEGAL ENVIRONMENT
Federalism:
Suprem
e
Court Continues Pro-Business Stance
UCC
Found to Trump Contracts on New York Bank Transfers
Religion and State:
Eminen
t
Domain Proceedings Run Up Against Religious Freedom Arguments in
Fla. Case
Supreme
Court Sides With Church in Hallucinogenic Tea Dispute
9th
Circuit Overturns Marijuana Cultivation Conviction of 'Guru of
Ganja'
Church
Leader, Wife Claim Peyote Prosecution Violated Their Religious
Rights
11th
Circuit Sends Evolution Sticker Case Back to District
Court
For
9th Circuit, Less Means More
Plaque
of Ten Commandments May Stay on Courthouse Wall
Job
Bias Case Tests Religious Privacy Rights
Minorities:
Minority
Enrollment at Law Schools Is Faltering
Class
Action Accuses Dell's Finance Arm of Discrimination
The
Pigment Perplex
High
Court Upholds Admissions Policy at Michigan Law School
Morgan
Stanley Backs Out of Bias Suit
Affirmative
problem in choice of law school dean
Battle
Over Expected to Expand Reconsidering
Race
Will
Affirmative Action Pass the Test?
Affirmative
action debate
Precedent:
At
Issue in 'Exxon' Case: How Decisive Is Stare Decisis?
2. - Jurisdiction
Cases: International Shoe - Yahoo - Cudahy - Upjohn - United Paperworkers
Topical issues:
Cases: Mills - Rojas - Falcone - Morissette - Park
Topical issues:
Death penalty
Stop
Ga. Death Penalty Until Problems Solved, Report SaysSupreme
Court Allows Challenges to Lethal InjectionsSupreme
Court Upholds Arizona Insanity LawAlito
Breaks Tie to Uphold Kansas Death Penalty Law
Civil liberties
3
strikes law stricken down by Supreme Court
9th
Circuit Judge Bucks Three Strikes Rules
'Miranda'
Violation Voids Conviction
Terrorism
Supreme
Court Invalidates Guantanamo Detainee Tribunals
ABA
Demands Legal Rights for Enemy Combatants
Michael
Chertoff's Closing Argument
Terrorism's
hard case
Caught
in the Balance
Free speech
Comedian
Leno Sued for 'Sperm Donor' Joke
Federal
Judge: Calif. Billboard Law Limits Free Speech
N.Y.
Appellate Court Rejects Suit Over Leno's Mocking Display of
PhotoFederal
Judge Strikes Down Pledge and Anthem Law
Supreme
Court Won't Hear Nike Free Speech Case
Supreme
Court Will Take Up Nike's Free Speech Rights
States
May Outlaw Cross Burning, Supreme Court Rules
Privacy
Former
Student Sues Over Revealing Yearbook Photo
Pot
Advocates Notch California Supreme Court Win
Public
Schools and Drug Testing
Law and morals
Feds
Seek Google Records in Porn Probe
Judge
Criticized for Granting Probation on Basis of Sex Offender's
Short Stature
At
3rd Circuit, Topless Bar Topples Lewdness Law
Courthouse
Personnel Testify to Judge's Use of Devices During Trial, but
None Sexual
Court
Upholds 10-Year Term for Oral Sex Between Teens
N.Y.
High Court Ends Same-Sex Marriage Fight
9th
Circuit Panel: Overseas Sex With Minor Subject to
Regulation
8th
Circuit: Ban on Sexy Highway Billboards Is
Unconstitutional
3rd
Circuit Again Declares COPA Unconstitutional
9th
Circuit: Feds Can't Try Child Porn
U.S.
Supreme Court Strikes Down Law Banning Gay Sex
Consenting
Adults
Scalia
Lashes 'Law-Profession Culture'
4. - Torts
Cases:
Lester
-
Eckenrode
-
Hooper
-
MacPherson
-
Palsgraff
- Spano
Topical issues:
Asbestos
Philad
elphia
Jury Awards $25.2 Million in Asbestos Case
Case
Nets $10.3 Million Verdict
Plaintiffs
Win $10M in Punitives
Tobacco
Federal
Judge Rules Tobacco Firms Deceived Smokers and Violated
Racketeering Laws
Ill.
Supreme Court Won't Reconsider Decision to Toss $10 Billion
Cigarette Verdict
Tobacco
Victory: Beginning of the End?
Reversal
of $145 Billion Punitives Verdict for Fla. Smokers
Upheld
Tobacco
case
Medical malpractice
Study:
Four out of 10 Medical Malpractice Cases Are
Groundless
Ohio
Justices Rule That Parents Can Sue Doctors for Overlooked Genetic
Disorders
Web
Site Encourages Blacklist of Med-Mal Plaintiffs
Damages
Ford
Spared Liability for Defect in Retrofitted Truck Rear
Bumper
Judge
Gives Final OK to $1.075 Billion Exxon Settlement
Testimony
on Lost Wages OK'd in Fatal Accident Case
Plaintiffs
Seek $2 Billion in Massive Toxic Tort Suit Against
Ford
Supreme
Court Will Hear Case on High Punitive Damages
Judge
Finds Three Minutes of Suffering in Fatal Fire Does Not Equal $3M
in Damages
Suit
Against Infants' Tylenol Gets $5 Million Verdict
N.J.
Court Overturns $105M Verdict Against Stadium Beer
Vendor
5. - Administrative Law
Topical issues
N.Y.
Judges Allow Illegals to Maintain Claims for Lost
Earnings
FCC
Eases Media Ownership RulesDOJ,
SEC Square Off Over Antitrust Actions
PART TWO - CONTRACTS
1. - Introduction
Cases:
Woolley-
Munple
- Linder
-
Marvin
Topical issues:
Bonds
Ball Fight: 'Rules of Society'
DirectTV
suing consumer pirates
At-Will
Doctrine Is Not Applied to Associate's Suit Against
Firm
Calif.
High Court: No Mystery to Employee's 'At Will'
Contract
2. - The Agreement
Cases:
Lucy
-
Lefkowitz
-
Dataserv
-
Hobbs
Topical issues:
Web
Site Enjoined From Posting Confidential Documents
Wikile
aks.org
allows whistleblowers to anonymously post government and
corporate documents
New
Front in University's War Over Whistleblowing
3. - Consent
Cases:
Vokes
-
Reed
-
Hodge
-
Konic
-
Gastonia
Topical issues:
Calif.
Supreme Court: Ballplayer Can't Sue for Bean Ball
Panel
Rules Hurt Olympic Skater Assumed 'Inherent Risk' of
Sport
Sports
Fans, Take Heart, It's Still Legal to Heckle the Ref
Medical
consent case costs doctors $9.7M
Expectations
Clash in Dating Service Lawsuits
4. - Form
Cases:
Wilson
-
Kozloswki
-
Miller
-
Gerwin
Topical issues:
For
want of a signature, $ 500,000 lost
5. - Consideration
Cases:
DiCello
-
Denney
-
Burgess
-
Red
Owl
-
Topical issues:
Non-Reliance
Pacts Don't Foreclose Reliance Claims Under Securities
Act
6. - Legality
Cases:
Bates
-
Bovard
-
Mattis
-
Casper
-
Topical issues:
C
ompressed
Data; Online Bets Are Becoming Harder to Collect
7. - Third parties
Cases:
Flattery
-
Kornblut
-
Nolan
-
Rose
8. - Discharge of obligations
Cases:
Salve
-
Haven
-
Yates
-
Madison
Square Building Boxing
Topical issues
Insurer's
obligation to defend over computer damage
WTC
Insurance Dispute Becoming Increasingly Complex
9. - Remedies
Cases:
Wendt
-
Austin
-
Shirley
-Carnera
Topical issues:
No
Punitive Damages When Liability Is Unclear
ChevronTexaco
Subsidiary Hit With $33.8M Punitive Damages Verdict
Insuring
for Punitive Damages Doesn't Violate Public Policy
Juror
Anger Leads to Larger Punitive Awards
ExxonMobil
Wins $416.8M Jury Verdict
High
Court Puts the Brakes on Large Punitive Damage Awards
California
Justices Give Lawyers a Pass on Punitives
PART THREE - LAW OF BUSINESS ORGANIZATIONS
1. - Agency
1.1. - Introduction
Cases:
Pro
Golf - Reyes -
Chester
-
Wolfe
1.2. - Agency liabilities
Cases:
Kanavos
-
Simmons
- O'Boyle
-
Detroit
Pure Milk
2. - Partnership
Uniform
legislation:
Uniform
Partnership Act-Full Text
Uniform
Limited Partnership Act-Full Text
2.1. - Formation
Cases:
Chaiken
-
Herbst
- Stein
-
Zinke
2.2. - Operation and termination
Cases:
Gilroy
-
Mitchell
- Garett -
Alzado
3. - Corporations
3.1. - Formation
Cases:
Bellotti
-
Jai-Alai
- RKO - Stanley - Cranson
3.2. - Corporate finance
Cases:
U.S.
Steel -
Henry Ford -
Wanland
-
Weller
3.3. - Corporate powers
Cases
Cross
-
Pillsbury
- Farber
-
Speigel
3.4. - Securities regulation
Cases
Reves
-
World-Wide
Coin Investments - Dirks
-
Levinson
Topical issues:
Insider trading
SEC Dealt Blow in Key Insider Trading Case
Enron
Vinson
& Elkins Lawyer Says Firm Investigated Enron
Complaints
Judge
Gives Final Approval to $6.6B Enron Settlement
Coughl
in
Stoia Bags $688 Million in Enron Fees
Legal
Observers Divided on Odds of Successful Appeal in Enron
Case
Vinson
& Elkins to Pay Enron $30 Million to Settle Claims
Fraud
Coke
Settles Fraud Suit for $137.5 Million
Apple
to Settle Backdating Case for $14 Million
Will
More Lawyers Be Indicted Over Alleged Ernst & Young Tax
Shelter Fraud?
Tax
Shelter Case That Snared Former Arnold & Porter Partner Not
Done Yet
Bank
of America in $4.5 Billion Auction-Rate Settlement
$300M
Stock Manipulation Suit
Martha
Stewart, Adviser Indicted
Fraud
Claims Proceed Against Deloitte Touche
Feds
Arrest Former GC of U.S. Wireless
Massachusetts
Charges Credit Suisse Boston
3.5. - Evolutions of the corporation
Cases
American
Leasing Corp. -
Judas Priest
- D. H. Holmes
Co.
3.6. - Abuse of monoply power
Cases
Dupont-
Aluminum
Company of America - Eastman
Kodak
4. - Law and ethics
Cases:
Seaman's
-
Union
Pacific -
Pierce
-
Soldano
Topical issues:
Social issues and lawyers:
Gay
Rights a Personal Issue for High Court Advocate
Despite
'93 Report, Substance Abuse Persists at Law Schools
Women in the legal profession:
Women
General Counsels
Law's
Not Like the Sports World
Cracks
in the Ceiling
Original sources of law
Cabinet d'avocats