After an introduction to the law and the legal system, the first part of the semester will be totally focused on Contract Law (definition of a contract; the basic requirements of a contract; types of contracts; requirements of the offer and of  the acceptance; consideration; capacity (minors, intoxicated persons, mentally incompetent persons); legality (contracts contrary to statute, contracts contrary to public policy, the effect of illegality); voluntary consent; mistakes; fraudulent misrepresentation; undue influence; duress; the statute of frauds; the parol evidence rule; assignments and delegations; third party beneficiaries; contract discharge and remedies). 

The second part of the semester will firstly deal with performance and breach of an obligation, warranty and product liability, and then it will be focused on Corporate Law (sole proprietorships; partnerships and limited liability companies: advantages and disadvantages of each form of business and  formation, rights, duties, termination of each form of business; formation, termination, management and ownership of a corporation); finally it will be treated at the end the very challenging topics of Secured Transactions and Bankruptcy.

On successful completion of the course, students will understand the common law of contracts (offer and acceptance, consideration, capacity, legality, voluntary consent, mistakes and other contract defects, written contracts, third party rights, contract discharge and remedies). Students will also know the main issues linked to performance and breach, warranties and product liability, and the legal characteristics of partnerships, limited partnerships, and corporations (including limited-liability companies).  Finally, students will be familiar with secured transactions and the law of bankruptcy.

Each lecture includes several hypothetical questions which students are called on to answer and weekly quizzes to verify the ability of students to connect a variety of facts to the theoretical issues, and students are expected to prepare oral presentations of cases.  In this way, students learn to apply legal concepts to actual situations, and to structure transactions to obtain desired results.  In addition, students (in groups) will investigate a specific area of law of interest to them, write a research paper on that topic, and make a class presentation at the conclusion of the course.  Furthermore, students will work in small groups to prepare a team presentation on an assigned topic/case study. Finally, upon successful completion of the course students shall be able to read a case and analyze the facts from the legal point of view, trying to solve the case applying the principles of law discussed in class.

ATTENDANCE REQUIREMENTS AND EXAMINATION POLICY







You cannot make-up a major exam (midterm or final) without the permission of the Dean’s Office. The Dean’s Office will grant such permission only when the absence was caused by a serious impediment, such as a documented illness, hospitalization or death in the immediate family (in which you must attend the funeral) or other situations of similar gravity. Absences due to other meaningful conflicts, such as job interviews, family celebrations, travel difficulties, student misunderstandings or personal convenience, will not be excused. Students who will be absent from a major exam must notify the Dean’s Office prior to that exam. Absences from class due to the observance of a religious holiday will normally be excused. Individual students who will have to miss class to observe a religious holiday should notify the instructor by the end of the Add/Drop period to make prior arrangements for making up any work that will be missed. 

 Persistent absence or tardiness precludes satisfactory performance in the course, and jeopardizes that part of the grade which is based on class participation. Students are expected to arrive at class on time; students are responsible for all material covered by the syllabus and/or discussed in class, whether or not they are actually present in class. Only two unjustified abcences will be excused. Starting from the third unjustified absence onwards, the part of the grade referring to class partecipation will be decreased of 5% for each absence.

WEEK 1 – Introduction to the law and our legal system, introduction to contracts -  chapters 1 and 11

 Sources of American law, civil law versus criminal law, international law, definition of a contract, the basic requirements of a contract, types of contracts.

WEEK 2 – Offer and acceptance, consideration – chapters 12 and 13

Requirements of the offer, termination of the offer, acceptance, legal sufficiency of consideration, adequacy of consideration, preexisting duty, past consideration, problems concerning consideration. 

WEEK 3 – Capacity, legality, voluntary consent, mistakes and other contract defects – chapters 14 and 15

Minors, intoxicated persons, mentally incompetent persons, contracts contrary to statute, contracts contrary to public policy, the effect of illegality, mistakes, fraudulent misrepresentation, undue influence, duress.

WEEK 4 – Written contracts, third party rights – chapters 16 and 17

The statute of frauds, the parol evidence rule, assignments and delegations, third party beneficiaries.

WEEK 5 – Contract discharge and remedies – chapters 18 and 19

Contract discharge, contract remedies, sales of goods, leases of goods, sales and lease contracts

WEEK 6 – Performance and breach, warranties and product liability – chapters 7, 22, and 23

Good faith and commercial reasonableness, obligations of the seller or lessor, obligations of the buyer or lessee, anticipatory repudiation, remedies of seller or lessor, remedies of buyer or lessee, statute of limitations, warranties, product liability.

WEEK 7 – Review and Midterm - chapters 1, 7, from 11 to 19, 22 and 23

WEEK 8 – Business organizations: sole proprietorships, partnerships and limited liability companies – chapters 36, 37 and 38

Advantages and disadvantages of each form of business, formation, rights, duties, termination.

WEEK 9 – Formation and termination of a corporation – chapter 39

 Classification of corporations, corporate formation, corporate powers, corporate financing

WEEK 10 - Management and ownership of a corporation – chapters 40 and 41

 Corporate management: directors and officers; corporate ownership:  shareholders.

 WEEK 11 – Secured transactions – chapter 29 and 39 

The terminology of secured transactions, creating a security interest, perfecting a security interest, the scope of a security interest, priorities among security interests, rights and duties of debtor and creditor, default.

WEEK 12 – The extent to which we can cover the material of week 12 will depend on the number of students in the class and the number of research paper presentations (Bankruptcy – chapter 31) 

(The bankruptcy code, Chapter 7 liquidation, Chapter 11 reorganizations, Chapter 13 adjustments).

WEEKS 13 and 14– class presentations of research papers and review