MCCCD Official Course Competencies:

LAS204  2008 Spring – 2009 Summer II

Business Law for Paralegals

1.

Classify contracts by type, method of formation, explicitness, formality, extent of completion, and enforceability. (I)

2.

Explain the analytical steps used to determine whether a valid, enforceable contract has been formed. (II)

3.

Describe the requirements for making an offer and accepting an offer to form a binding contract. (II)

4.

Explain the termination of an offer by revocation, rejection, or operation of law. (II)

5.

Evaluate contracts to determine whether the parties gave consideration, possessed capacity, and acted voluntarily to accomplish a legal purpose. (II)

6.

Prepare written contracts satisfying the legal requirements of the general contract law and the Uniform Commercial Code. (III, IV)

7.

Evaluate performance of contractual duties to determine whether a breach of contract has occurred. (III, VI)

8.

Compare and contrast a contract formed under general common law with a contract formed under the Uniform Commercial Code. (III, IV)

9.

Describe the contract rights of third parties, including creditor-beneficiaries, donee-beneficiaries, and assignees. (V)

10.

Describe the remedies available in the event of a breach of contract. (VI-VIII)

11.

Explain the methods by which monetary damages are calculated for various types of breach of contract. (VII, VIII)

12.

Compare and contrast the formation and operation of the different forms of business organizations, including Sole Proprietorships, General Partnerships, Limited Partnerships, Corporations, and Limited Liability Companies. (IX-XIV)

13.

Evaluate the benefits and disadvantages of each of the different forms of business organization. (IX-XIV)

14.

Explain the laws establishing the liability of each of the participants in each of the different forms of business organization. (IX-XIV)

15.

Describe the effect of the Federal Income Taxation laws applicable to each of the different forms of business organization. (IX-XIV)

16.

Explain the methods of financing a corporation by means of equity securities and/or debt securities. (XII)

17.

Compare and contrast the characteristics of common stock and preferred stock. (XII)

18.

Compare and contrast the key provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934, as well as state securities legislation. (XIV)

MCCCD Official Course Outline:

LAS204  2008 Spring – 2009 Summer II

Business Law for Paralegals

I. Classification of Contracts

A. Bilateral or unilateral

B. Express or implied

C. Formal or informal

D. Executory or executed

E. Valid, void, or voidable

II. Elements of a Contract

A. Offer

1. Contractual intent

2. Communication to offeree

3. Certainty of material terms

B. Acceptance

1. Varying the terms of the offer

2. Method of acceptance

3. Termination of the offer

a. Revocation

b. Rejection

c. Operation of law

C. Consideration

1. Types

a. Legal benefit

b. Legal detriment

2. Absence of consideration

a. Past consideration

b. Moral obligation

c. Gratuitous promises

d. Illusory contracts

e. Pre-existing duty

3. Special situations

a. Promissory estoppel

b. Accord and satisfaction

c. Charitable subscriptions

d. Debtor's promises

e. Guarantees

f. Formal contracts and negotiable instruments

D. Legality of subject matter

E. Contractual capacity

1. Age

2. Mental competence

3. Alcohol and drug impairment

F. Intent and voluntariness

1. Fraud

2. Misrepresentation

3. Duress

4. Mistake

a. Mutual

b. Unilateral

III. Contract Provisions

A. The Statute of Frauds

1. Contracts for an interest in real estate

2. Contracts in consideration of marriage

3. Contracts not to be performed within one year

4. Guarantees

5. Contracts for the sale of goods

6. Executor's promise to pay decedent's debts

B. Covenants

C. Conditions

1. Types of conditions

a. Precedent

b. Subsequent

c. Concurrent

2. Creation of conditions

a. Express

b. Implied-in-fact

c. Implied-in-law

D. Rules of construction

E. The Parol Evidence Rule

IV. The Uniform Commercial Code (UCC)

A. Article I: General Provisions

1. Applicability of UCC and common law

2. Variance of UCC provisions by agreement

3. Statutory intent and construction

4. Implied obligations

a. Good faith

b. Commercial reasonableness

c. Custom and usage

B. Article II: Sales

1. Applicability

a. Sales and leases

b. Goods

c. Mixed transactions

2. Contractual provisions

a. Warranties

b. Risk of loss

3. Remedies

a. Seller's

b. Buyer's

C. Article IX: Secured Transactions

1. Attachment of security interest

2. Perfection of security interest

3. Priorities among secured parties

V. Third Party Contract Rights

A. Third party beneficiaries

1. Creditor-beneficiaries

2. Donee-beneficiaries

B. Assignment of contracts

1. Assignment of benefits

2. Delegation of duties

VI. Discharge of Obligations

A. Excuse of conditions

B. Performance of obligations

C. Breach of contract

1. Minor

2. Substantial

D. Mutual agreement

E. Impossibility

F. Supervening illegality

G. Death of the parties

H. Destruction of subject matter

I. Frustration of purpose

VII. Remedies

A. Legal remedies

1. Compensatory damages

2. Punitive damages

3. Consequential damages

4. Liquidated damages

5. Nominal damages

B. Equitable remedies

1. Injunction

2. Specific performance

3. Rescission and restitution

4. Reformation

5. Quasi contract: Quantum meruit

VIII. Checklist of Clauses in Drafting Contracts

A. Essential terms

B. Special provisions

1. Waivers

2. Covenants not to compete

3. Severability

4. Time is of the essence

5. Remedies

6. Jurisdiction

7. Arbitration

IX. Sole Proprietorships

A. Characteristics

B. Formation

C. Liability of the sole proprietor

D. Taxation of the sole proprietor

E. Termination

X. General Partnerships

A. Characteristics

B. Formation and operation

1. The Uniform Partnership Act

2. The Partnership Agreement

3. Management of the Partnership

C. Ownership of partnership property

D. Liability of partners and the partnership

E. Taxation of the partnership

F. Distribution of profits and losses

G. Dissolution, winding up, and termination

XI. Limited Partnerships

A. Characteristics

B. Formation and operation

1. The Revised Uniform Limited Partnership Act

2. The Certificate of Limited Partnership

3. The Limited Partnership Agreement

4. Management of the limited partnership

C. Liability of partners and the limited partnership

D. Taxation of the limited partnership

E. Dissolution, winding up, and termination

XII. Corporations

A. Characteristics

B. The Model Business Corporation Act

C. Types of corporations

1. Business

2. Professional

3. Nonprofit

4. Close

D. Formation of corporations

1. Pre-incorporation activities

a. Role of the promoter

b. Subscriptions for shares

2. Filing procedures

3. Articles of Incorporation

4. Post-incorporation activities

a. Organizational meeting

b. Election of officers

c. Adoption of by-laws

E. Financing the corporation

1. Equity securities

a. Authorized, issued, outstanding, and treasury shares

b. Common stock

c. Preferred stock

2. Debt securities

a. Secured and unsecured

b. Notes, bonds, and debentures

F. Ownership and management structure

1. Role of the shareholders

2. Role of the directors

3. Role of the officers

G. Liability of the participants

1. Shareholders

2. Directors and officers

H. Taxation of corporations

1. Federal income taxation

2. Double taxation

3. Subchapter selection

I. Dissolution, winding up, and termination

1. Voluntary dissolution

2. Involuntary dissolution

3. Winding up and liquidation

XIII. Limited Liability Companies

A. Characteristics

B. Formation and operation

C. Liability of participants

D. Taxation of the Limited Liability Company

XIV. Securities Regulation

A. Definition of a security

B. Federal legislation

1. Securities Act of 1933

2. Securities Exchange Act of 1934

C. State legislation