User:Jukeboksi/BBA studies/Law: Difference between revisions

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    == Business Negotiations and Contracts - Week 46 ==
    == Business Negotiations and Contracts - Week 46 ==


    '''[[w:Breach of contract|Breach of contract]]''' is a [[w:legal|legal]] [[w:cause of action|cause of action]] in which a [[w:binding agreement|binding agreement]] or bargained-for exchange is not honored by one or more of the parties to the contract by non-performance or interference with the other party's performance. ( Wikipedia )
    '''[[w:Breach of contract|Breach of contract]]''' ( [[w:fi:sopimusrikkomus]] tai sopimusrikko ) is a [[w:legal|legal]] [[w:cause of action|cause of action]] in which a [[w:binding agreement|binding agreement]] or bargained-for exchange is not honored by one or more of the parties to the contract by non-performance or interference with the other party's performance. ( Wikipedia )
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    Revision as of 18:04, 26 November 2014

    “Law is a system of rules and guidelines which are enforced through social institutions to govern behavior”

    “In law particular case interpretations are deduced from the general law.”

    ~ Teacher on application of laws

    How laws are structured / how to refer to law

    • Luku n == chapter n
      • Pykälä ( § ) n == section n
        • Momentti( 1,2,3.. ) == moment ( 1,2,3.. )

    Where to find the law

    Business Law

    Commercial law, also known as business law is the body of law that applies to the rights, relations, and conduct of persons and businesses engaged in commerce, merchandising, trade, and sales.

    It is often considered to be a branch of civil law (common law) ( w:fi:Yksityisoikeus ) and deals with issues of both
    private law ( w:fi:Yksityisoikeus myös ) and
    public law ( w:fi:Julkisoikeus ). ( Wikipedia )

    Obs. w:Civil law (common law) != w:Civil law (legal system)

    Yritysjuridiikka ( Commercial law practice ) on kauppatieteellinen tieteenala, jonka tarkoituksena on tutkia fi:liiketoimintaa ja sen päätöksentekoa oikeudellisesta näkökulmasta.( Suomenkielinen Wikipedia )

    This article outlines commercial law and contains among other things

    Business Law classes

    Lesson 1 - Introduction

    Levels of negligence

    • Minor negligence ( lievä tuottamus, vähäinen huolimattomuus, vähäinen varomattomuus, vähäinen tuottamus )
    • w:Negligence ( huolimattomuus, varomattomuus, tuottamus) ( The area of tort law known as negligence involves harm caused by carelessness, not intentional harm. ( Wikipedia )
    • w:Gross negligence is a legal concept which means serious carelessness. ( törkeä huolimattomuus, törkeä varomattomuus, törkeä tuottamus )( Wikipedia )
    • Willful intention ( tahallinen, harkittu )

    w:Corporate law (also called "company" or "corporations" law) is the study of how w:shareholders, directors, w:employees, w:creditors, and other stakeholders such as w:consumers, the w:community and the environment interact with one another.

    Corporate law is a part of a broader w:companies law (or law of business associations).

    Relevant corporate laws in Finland are

    Lesson 2 - Compensation law, product liability

    • Compensation law
    • In law, Damages ( w:fi:vahingonkorvaus )are an award, typically of money, to be paid to a person as compensation for loss or injury;. ( Wikipedia )
    • w:Product liability ( w:fi:Tuotevastuu is the area of law in which manufacturers, distributors, suppliers, retailers, and others who make products available to the public are held responsible for the injuries those products cause. ( Wikipedia )
    • w:Force majeure ( w:fi:Force majeure ) is a common clause in contracts that essentially frees both parties from liability or obligation when an extraordinary event or circumstance beyond the control of the parties, such as a war, strike, riot, crime, or an event described by the legal term act of God (such as hurricane, flooding, earthquake, volcanic eruption, etc.), prevents one or both parties from fulfilling their obligations under the contract. ( Wikipedia )

    Making a contract:

    1. ) Preparatory stage
    2. ) Contract period
    3. ) End of contract
    w:Boilerplate (text) is any text that is or can be reused in new contexts or applications without being changed much from the original. ( Wikipedia )

    Protecting w:intellectual property( w:fi:Immateriaalioikeus ) :

    1. ) A patent (/ˈpætənt/ or /ˈpeɪtənt/) ( w:fi:Patentti ) is a form of intellectual property. It consists of a set of w:exclusive rights granted by a w:sovereign state to an inventor or their assignee for a limited period of time, in exchange for the public disclosure of the invention.
    2. ) An w:Utility model ( small patent )( w:fi:Hyödyllisyysmalli )
    3. ) A w:trademark ( w:fi:Tavaramerkki ) is a recognizable sign, design or expression which identifies products or services of a particular source from those of others. ( Wikipedia )

    Lesson 3 - Contract law

    Topics: Contract law ( w:fi:Sopimusoikeus ) deals with w:contracts

    • A w:waiver ( toimenpiteestä luopuminen ) is the voluntary relinquishment or surrender of some known right or privilege. ( Wikipedia )
    • w:Good faith ( w:fi:Bona fide ) - In w:law, bona fides denotes the mental and moral states of honesty and conviction regarding either the truth or the falsity of a proposition, or of a body of opinion; likewise regarding either the rectitude or the depravity of a line of conduct. ( Wikipedia )
    • w:Labour law (also called labor law or employment law) ( w:fi:työoikeus ) is the body of laws, administrative rulings, and precedents which address the legal rights of, and restrictions on, w:working people and their organizations. ( Wikipedia )
    Rescission is the unwinding of a transaction. This is done to bring the parties, as far as possible, back to the position in which they were before they entered into a contract (the w:status quo ante). ( Wikipedia )
    • w:Collective bargaining ( kollektiivinen neuvottelu ) is a process of negotiations between employers and a group of employees aimed at reaching agreements that regulate working conditions. ( Wikipedia )

    Lesson 4 - Consumer law, companies law

    Topics: Contract law continues, marketing and Consumer Law ( redirects to w:Consumer protection ), Companies law

    w:Corporate law is a subset of companies law relating to incorporated bodies.
    • w:Consumer protection ( w:fi:Kuluttajansuojalaki ) it consists of laws and organizations designed to ensure the rights of consumers as well as fair trade competition and the free flow of truthful information in the marketplace. ( Wikipedia )
    • w:Articles of association ( w:fi:yhtiöjärjestys ) is a document which, along with the memorandum of association (in cases where the memorandum exists) form the company's constitution, defining the responsibilities of the directors, the kind of business to be undertaken, and the means by which the shareholders exert control over the board of directors. ( Wikipedia )
    • w:Preferred stock (also called preferred shares,preference shares or simply preferreds) ( w:fi:etuoikeutettu osake ) is an equity security with properties of both an equity and a debt instrument, and is generally considered a hybrid instrument. ( Wikipedia )

    Lesson 5 - Wrap up

    Topics: w:Company law continues, wrap-up

    Exam

    Final examination

    International Law

    “Private international law concerns relations across different legal jurisdictions between persons, and sometimes also companies, corporations and other legal entities”

    ~ Wikipedia on Private international law according to Conflict of laws )

    “Public international law ( w:fi:Kansainvälinen oikeus concerns the structure and conduct of sovereign states; analogous entities, such as the Holy See; and intergovernmental organizations. To a lesser degree, international law also may affect multinational corporations and individuals, an impact increasingly evolving beyond domestic legal interpretation and enforcement.”

    “International law is the set of rules generally regarded and accepted as binding in relations between states and between nations. It serves as a framework for the practice of stable and organized international relations. International law differs from state-based legal systems in that it is primarily applicable to countries rather than to private citizens.”


    Week 44

    • In law, comity specifically refers to legal reciprocity—the principle that one jurisdiction will extend certain courtesies to other nations (or other jurisdictions within the same nation), particularly by recognizing the validity and effect of their executive, legislative, and judicial acts. ( Wikipedia )
    • A w:supranational union is a type of multi-national organization where negotiated power is delegated to an authority by governments of member states. ( Wikipedia )

    Week 45

    Obs. In Finland ( Civil law ) you can be made to pay the legal fees of the winning party. In USA ( common law ) you don't have to.

    Week 46 - Intellectual property

    Under intellectual property law, owners are granted certain exclusive rights to a variety of intangible assets, such as musical, literary, and artistic works; discoveries and inventions; and words, phrases, symbols, and designs.
    Common types of intellectual property rights include copyright, trademarks, patents, industrial design rights, trade dress, and in some jurisdictions trade secrets. ( Wikipedia )
    • Copyright ( w:fi:Tekijänoikeus ) is a legal concept, enacted by most governments, giving the creator of an original work exclusive rights to it, usually for a limited time, with the intention of enabling the creator of intellectual wealth (e.g. the photographer of a photograph or the author of a book) to get compensated for their work and be able to financially support themselves. ( Wikipedia )
    • A patent ( w:fi:Patentti ) is a set of exclusive rights granted by a sovereign state to an inventor or their assignee for a limited period of time, in exchange for the public disclosure of the invention. An invention is a solution to a specific technological problem, and may be a product or a process. ( Wikipedia )
    • Copyright does not protect the idea. A patent does. ( Teacher )
    also petty patent aka utility model ( w:fi:Hyödyllisyysmalli ) exists.

    Week 47

    • A mortgage ( w:fi:kiinnitys ) is a security interest in real property held by a lender as a security for a debt, usually a loan of money. A mortgage in itself is not a debt, it is the lender's security for a debt. It is a transfer of an interest in land (or the equivalent) from the owner to the mortgage lender, on the condition that this interest will be returned to the owner when the terms of the mortgage have been satisfied or performed. In other words, the mortgage is a security for the loan that the lender makes to the borrower. ( Wikipedia )
    • Security interest w:fi:vakuus is a property interest created by agreement or by operation of law over assets to secure the performance of an obligation, usually the payment of a debt ( Wikipedia )
    Equitable charge confers a right on the secured party to look to (or appropriate) a particular asset in the event of the debtor's default, which is enforceable by either power of sale or appointment of a receiver. ( Wikipedia ) It is a form of security interest. [ ... ] Where security equivalent to a charge is given by a natural person (as opposed to a corporate entity) it is usually expressed to be a bill of sale, and is regulated under applicable bills of sale legislation.

    Week 49

    Additional reading regarding risks

    In addition to financial risks, there are five broad categories of investment risks known as five risks. ( Wikipedia )

    Business Negotiations and Contracts

    Business Negotiations and Contracts - Week 44

    Terminology / vocabulary

    • covenant == an agreement w/a specific promise to do or not to do something
    non-competition covenant
    • whereas == in contrast
    • injunction == obligation
    • breach == to break a boundary, to violate, to not fulfill
    • rescind cancel w/ effect of being the same position as before signing the contract
    • unwarranted == uncalled for, unjustified
    • contention == disagreement
    contentious ( adj. )
    • efficacious == effective

    Counter offer is interpreted as rejection of offer.

    • an offer => offeror - offeree
    • a lease => lessor - lessee
    • statute == law/rule

    About contracts

    In common law ( w:fi:tapaoikeus ) legal systems, a contract is an agreement having a lawful object entered into voluntarily by two or more parties, each of whom intends to create one or more legal obligations between them.

    The elements of a contract are "offer" and "acceptance" by "competent persons" having legal capacity who exchange consideration to create "mutuality of obligation." ( Wikipedia )

    Offer and acceptance are elements required for the formation of a legally binding contract: the expression of an offer to contract on certain terms by one person (the offeror) to another person (the offeree), and an indication by the offeree of its acceptance of those terms. The other elements traditionally required for a legally binding contract are (i) consideration and (ii) an intention to create legal relations. ( Wikipedia )

    Consideration is the concept of legal value in connection with contracts. It is anything of value promised to another when making a contract. It can take the form of money, physical objects, services, promised actions, abstinence from a future action, and much more. ( Wikipedia )

    A third party beneficiary ( w:fi:Kolmas osapuoli ), in the law of contracts, is a person who may have the right to sue on a contract, despite not having originally been an active party to the contract. ( Wikipedia )

    An unenforceable contract or transaction is one that is valid, but which the court will not enforce. ( Wikipedia )

    Business Negotiations and Contracts - Week 45

    A proper offer is:

    1. Valid
    2. Detailed
    3. Specifically adressed

    Sale of Goods legistlation and United Nations Convention on Contracts for the International Sale of Goods affect sales of goods

    UNIDROIT is the International Institute for the Unification of Private Law

    Business Negotiations and Contracts - Week 46

    Breach of contract ( w:fi:sopimusrikkomus tai sopimusrikko ) is a legal cause of action in which a binding agreement or bargained-for exchange is not honored by one or more of the parties to the contract by non-performance or interference with the other party's performance. ( Wikipedia )

    Business Negotiations and Contracts - Week 47 - self learning for assignments

    No class. Assignements.

    Business Negotiations and Contracts - Delivery terms

    • The Incoterms rules or International Commercial Terms are a series of pre-defined commercial terms published by the International Chamber of Commerce (ICC) that are widely used in International commercial transactions or procurement processes. A series of three-letter trade terms related to common contractual sales practices, the Incoterms rules are intended primarily to clearly communicate the tasks, costs, and risks associated with the transportation and delivery of goods. ( Wikipedia )
    • Risk of loss is a term used in the law of contracts to determine which party should bear the burden of risk for damage occurring to goods after the sale has been completed, but before delivery has occurred. ( Wikipedia )

    What triggers transfer of ownership and risk of loss?

    1. Applicable law
    2. Contract
    3. Breach of contract ( breaching party is liable )
    4. Delivery by common carrier other then seller ( loss of risk is transferred to buyer when delivery is completed as agreed in the contract ) ( Teacher )

    Business Negotiations and Contracts - Confidentiality

    • Confidentiality is a set of rules or a promise that limits access or places restrictions on certain types of information. ( Wikipedia )
    • A non-disclosure agreement (NDA), also known as a confidentiality agreement (CA), confidential disclosure agreement (CDA), proprietary information agreement (PIA), or secrecy agreement, is a legal contract between at least two parties that outlines confidential material, knowledge, or information that the parties wish to share with one another for certain purposes, but wish to restrict access to or by third parties.

    Business Negotiations and Contracts - Week 49

    remedy == compensation == damages

    damage != damages

    pecuniary ( money ) vs. non-monetary relief

    expectation damages are damages recoverable from a breach of contract by the non-breaching party. It originates from an injured party's interest in realizing the value of the expectancy that was created by the promise of the other party. ( Wikipedia )

    The most common test of proximate cause under the American legal system is foreseeability. It determines if the harm resulting from an action was reasonably able to be predicted. ( Wikipedia )

    general damages

    to rescind:

    In contract law, rescission has been defined as the unmaking of a contract between parties. Rescission is the unwinding of a transaction. This is done to bring the parties, as far as possible, back to the position in which they were before they entered into a contract (the status quo ante). ( Wikipedia )

    Status quo ante is Latin for "the way things were before" and incorporates the term status quo. ( Wikipedia )

    The law of restitution is the law of gains-based recovery. It is to be contrasted with the law of compensation|, which is the law of loss-based recovery. ( Wikipedia )

    In criminal law, fraud is intentional| deception made for personal gain or to damage another individual; the related adjective is fraudulent, and verb is defraud ( Wikipedia )

    Business Negotiations and Contracts - Week 50

    A power of attorney (POA) or letter of attorney is a written authorization to represent or act on another's behalf in private affairs, business, or some other legal matter, sometimes against the wishes of the other's.

    Types of business entity in a nutshell

    A business ( w:fi:yritys )may be one of the following:

    "All companies are businesses, but not all businesses are companies." -- jubo-jubo

    the owners are never liable for it's liabilities.
    • Non-incorporated ( w:fi:henkilöyhtiö ) there is at least one person who has personal liability for the liabilities of the business. The w:silent partner ( hiljainen yhtiömies ) in a limited partnership does not have liability for the businesses liabilities.

    Examples of three competing players using different forms of business can be found in Finnish daily

    • The S-group customer owned cooperative
    • the K-Group is a PLC ( Kesko Oyj ) with Ltd's owned by the merchants.
    • Parent company of w:Lidl is a w:Stiftung ( w:fi:Säätiö ) and Lidl Suomi is a limited partnership

    Further information: w:Types of business entities ( Contains list for all types of businesses for all w:locales )

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