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User:Jukeboksi/BBA studies/Law backported to Wikipedia (edit)

Revision as of 15:51, 15 September 2015

6 bytes added ,  15 September 2015
Moved Business Negotiations and Contracts up front without modifications
(moved type of business entity up to front because one should be aware of these things in order to get into business)
(Moved Business Negotiations and Contracts up front without modifications)
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Further information: [[w:Types of business entities]] ( Contains list for all types of businesses for all [[w:locale]]s )
Further information: [[w:Types of business entities]] ( Contains list for all types of businesses for all [[w:locale]]s )
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= Business Negotiations and Contracts =
== Business Negotiations and Contracts - Lesson 1 - About forming contracts ==
In '''[[w:common law|common law]]''' ( [[w:fi:tapaoikeus]] ) legal systems, a '''[[w:contract|contract]]''' is an agreement having a lawful object entered into voluntarily by two or more [[w:party (law)|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 [[w:legal capacity|legal capacity]] who exchange '''[[w:consideration|consideration]]''' to create "mutuality of obligation." ( Wikipedia )
'''[[w:Offer and acceptance|Offer and acceptance]]''' are elements required for the formation of a legally binding [[w:contract|contract]]: the expression of an offer to contract on certain terms by one person (the '''[[w:offeror|offeror]]''') to another person (the '''[[w:offeree|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) '''[[w:consideration|consideration]]''' and (ii) an '''[[w:intention to be legally bound|intention to create legal relations]]'''. ( Wikipedia )
'''[[w:Consideration|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 '''[[w:counter offer|counter offer]]''' is regarded by law to be a '''rejection''' of the original offer.
* '''[[w:Express contract|Express contract]]''' vs. '''[[w:Implied-in-fact contract|Implied-in-fact contract]] or implicit contract'''
* A '''[[w:third party beneficiary|third party beneficiary]]''' ( [[w:fi:Kolmas osapuoli]] ), in the [[w:law|law]] of [[w:contract|contract]]s, is a person who may have the right to sue on a contract, despite not having originally been an active [[w:party (law)|party]] to the contract. ( Wikipedia )
* An '''[[w:unenforceable|unenforceable]]''' contract or transaction is one that is valid, but which the court will not enforce. ( Wikipedia )
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== Business Negotiations and Contracts - Lesson 2 - A proper offer ==
A proper offer is:
:# Valid
:# Detailed
:# Specifically adressed
[[w:Contract of sale|Sale of Goods]] legislation and [[w:United Nations Convention on Contracts for the International Sale of Goods|United Nations Convention on Contracts for the International Sale of Goods]] affect sales of goods
[[w:UNIDROIT|UNIDROIT]] is the [[w:International Institute for the Unification of Private Law|International Institute for the Unification of Private Law]]
----
== Business Negotiations and Contracts - Lesson 3 - Breach of contract ==
'''[[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 )
----
== Business Negotiations and Contracts - Lesson 4 - Delivery terms ==
* The '''[[w:Incoterms|Incoterms]]''' rules or International Commercial Terms ( [[w:fi:Incoterm]] ) are a series of pre-defined commercial terms published by the [[w:International Chamber of Commerce|International Chamber of Commerce]] (ICC) that are widely used in International [[w:commercial transaction|commercial transaction]]s or [[w:procurement|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 )
::* '''[[w:Risk of loss|Risk of loss]]''' is a term used in the [[w:law|law]] of [[w:contract|contract]]s 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''?
# [[w:Law|Applicable law]]
# [[w:Contract|Contract]]
# [[w:Breach of contract|Breach of contract]] ( breaching party is liable )
# [[w:Delivery (commerce)|Delivery]] by [[w:common carrier|common carrier]] other then [[w:sales|seller]] ( loss of risk is transferred to buyer when delivery is completed as agreed in the contract ) ( Teacher )
== Business Negotiations and Contracts - Lesson 4.5 - Confidentiality ==
* '''[[w:Confidentiality|Confidentiality]]''' ( [[w:fi:Vaitiolovelvollisuus]] ) is a set of rules or a promise that limits access or places restrictions on certain types of information. ( Wikipedia )
* A '''[[w:non-disclosure agreement|non-disclosure agreement]]''' ('''NDA''') ( [[w:fi:Salassapitosopimus]] ), [...] is a [[w:law|legal]] [[w:contract|contract]] between at least two [[w:party (law)|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. ( Wikipedia)
----
== Business Negotiations and Contracts - Lesson 5 - Damages ==
* '''remedy''' == '''[[w:Financial compensation|compensation]]''' == '''[[w:damages|damages]]''' ( [[w:fi:vahingonkorvaus]] )
* '''damage''' ( [[w:fi:vahinko]] ) != '''[[w:damages|damages]]'''
'''[[w:pecuniary|pecuniary]]''' ( money )  vs. non-monetary relief
'''[[w:expectation damages|expectation damages]]''' are [[w:damages|damages]] recoverable from a [[w:breach of contract|breach]] of [[w:contract|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 '''[[w:Proximate_cause#Foreseeability|foreseeability]]'''. It determines if the harm resulting from an action was reasonably able to be predicted. ( Wikipedia )
'''[[w:General damages|General damages]]''', sometimes styled [[w:hedonic damages|hedonic damages]], compensate the claimant for the non-monetary aspects of the specific harm suffered. ( Wikipedia )
* In [[w:contract law|contract law]], '''rescission''' ( [[w:fi:purkaminen]] ) ( verb [[w:rescind|rescind]] ( purkaa )) 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 ''[[w:status quo|status quo]] ante''). ( Wikipedia )
'''[[w:Status quo ante|Status quo ante]]''' is [[w:Latin|Latin]] for "the way things were before" and incorporates the term [[w:status quo|status quo]]. ( Wikipedia )
The law of '''[[w:restitution|restitution]]''' is the law of gains-based recovery.  It is to be contrasted with the '''[[w:damages|law of compensation|]]''' , which is the law of loss-based recovery. ( Wikipedia )
In [[w:criminal law|criminal law]], '''[[w:fraud|fraud]]''' ( [[w:fi:Petos]] ) is [[w:Intent (law)|intentional]] ( [[w:fi:tahallisuus]] ) [[w:deception|deception]] made for personal gain or to damage another individual;  the related adjective is '''fraudulent''', and verb is '''defraud''' ( Wikipedia )
----
== Business Negotiations and Contracts - Lesson 6 - Power of attorney ==
A '''[[w:power of attorney|power of attorney]]''' ('''POA''') or '''letter of attorney''' ( [[w:fi:valtakirja]], valtuutus ) 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. ( Wikipedia )
== Business Negotiations and Contracts - 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
* an offer => offeror - offeree
* a lease => lessor - lessee
* '''statute''' == law/rule
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= Business Negotiations and Contracts =
== Business Negotiations and Contracts - Lesson 1 - About forming contracts ==
In '''[[w:common law|common law]]''' ( [[w:fi:tapaoikeus]] ) legal systems, a '''[[w:contract|contract]]''' is an agreement having a lawful object entered into voluntarily by two or more [[w:party (law)|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 [[w:legal capacity|legal capacity]] who exchange '''[[w:consideration|consideration]]''' to create "mutuality of obligation." ( Wikipedia )
'''[[w:Offer and acceptance|Offer and acceptance]]''' are elements required for the formation of a legally binding [[w:contract|contract]]: the expression of an offer to contract on certain terms by one person (the '''[[w:offeror|offeror]]''') to another person (the '''[[w:offeree|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) '''[[w:consideration|consideration]]''' and (ii) an '''[[w:intention to be legally bound|intention to create legal relations]]'''. ( Wikipedia )
'''[[w:Consideration|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 '''[[w:counter offer|counter offer]]''' is regarded by law to be a '''rejection''' of the original offer.
* '''[[w:Express contract|Express contract]]''' vs. '''[[w:Implied-in-fact contract|Implied-in-fact contract]] or implicit contract'''
* A '''[[w:third party beneficiary|third party beneficiary]]''' ( [[w:fi:Kolmas osapuoli]] ), in the [[w:law|law]] of [[w:contract|contract]]s, is a person who may have the right to sue on a contract, despite not having originally been an active [[w:party (law)|party]] to the contract. ( Wikipedia )
* An '''[[w:unenforceable|unenforceable]]''' contract or transaction is one that is valid, but which the court will not enforce. ( Wikipedia )
----
== Business Negotiations and Contracts - Lesson 2 - A proper offer ==
A proper offer is:
:# Valid
:# Detailed
:# Specifically adressed
[[w:Contract of sale|Sale of Goods]] legislation and [[w:United Nations Convention on Contracts for the International Sale of Goods|United Nations Convention on Contracts for the International Sale of Goods]] affect sales of goods
[[w:UNIDROIT|UNIDROIT]] is the [[w:International Institute for the Unification of Private Law|International Institute for the Unification of Private Law]]
----
== Business Negotiations and Contracts - Lesson 3 - Breach of contract ==
'''[[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 )
----
== Business Negotiations and Contracts - Lesson 4 - Delivery terms ==
* The '''[[w:Incoterms|Incoterms]]''' rules or International Commercial Terms ( [[w:fi:Incoterm]] ) are a series of pre-defined commercial terms published by the [[w:International Chamber of Commerce|International Chamber of Commerce]] (ICC) that are widely used in International [[w:commercial transaction|commercial transaction]]s or [[w:procurement|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 )
::* '''[[w:Risk of loss|Risk of loss]]''' is a term used in the [[w:law|law]] of [[w:contract|contract]]s 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''?
# [[w:Law|Applicable law]]
# [[w:Contract|Contract]]
# [[w:Breach of contract|Breach of contract]] ( breaching party is liable )
# [[w:Delivery (commerce)|Delivery]] by [[w:common carrier|common carrier]] other then [[w:sales|seller]] ( loss of risk is transferred to buyer when delivery is completed as agreed in the contract ) ( Teacher )
== Business Negotiations and Contracts - Lesson 4.5 - Confidentiality ==
* '''[[w:Confidentiality|Confidentiality]]''' ( [[w:fi:Vaitiolovelvollisuus]] ) is a set of rules or a promise that limits access or places restrictions on certain types of information. ( Wikipedia )
* A '''[[w:non-disclosure agreement|non-disclosure agreement]]''' ('''NDA''') ( [[w:fi:Salassapitosopimus]] ), [...] is a [[w:law|legal]] [[w:contract|contract]] between at least two [[w:party (law)|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. ( Wikipedia)
----
== Business Negotiations and Contracts - Lesson 5 - Damages ==
* '''remedy''' == '''[[w:Financial compensation|compensation]]''' == '''[[w:damages|damages]]''' ( [[w:fi:vahingonkorvaus]] )
* '''damage''' ( [[w:fi:vahinko]] ) != '''[[w:damages|damages]]'''
'''[[w:pecuniary|pecuniary]]''' ( money )  vs. non-monetary relief
'''[[w:expectation damages|expectation damages]]''' are [[w:damages|damages]] recoverable from a [[w:breach of contract|breach]] of [[w:contract|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 '''[[w:Proximate_cause#Foreseeability|foreseeability]]'''. It determines if the harm resulting from an action was reasonably able to be predicted. ( Wikipedia )
'''[[w:General damages|General damages]]''', sometimes styled [[w:hedonic damages|hedonic damages]], compensate the claimant for the non-monetary aspects of the specific harm suffered. ( Wikipedia )
* In [[w:contract law|contract law]], '''rescission''' ( [[w:fi:purkaminen]] ) ( verb [[w:rescind|rescind]] ( purkaa )) 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 ''[[w:status quo|status quo]] ante''). ( Wikipedia )
'''[[w:Status quo ante|Status quo ante]]''' is [[w:Latin|Latin]] for "the way things were before" and incorporates the term [[w:status quo|status quo]]. ( Wikipedia )
The law of '''[[w:restitution|restitution]]''' is the law of gains-based recovery.  It is to be contrasted with the '''[[w:damages|law of compensation|]]''' , which is the law of loss-based recovery. ( Wikipedia )
In [[w:criminal law|criminal law]], '''[[w:fraud|fraud]]''' ( [[w:fi:Petos]] ) is [[w:Intent (law)|intentional]] ( [[w:fi:tahallisuus]] ) [[w:deception|deception]] made for personal gain or to damage another individual;  the related adjective is '''fraudulent''', and verb is '''defraud''' ( Wikipedia )
----
== Business Negotiations and Contracts - Lesson 6 - Power of attorney ==
A '''[[w:power of attorney|power of attorney]]''' ('''POA''') or '''letter of attorney''' ( [[w:fi:valtakirja]], valtuutus ) 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. ( Wikipedia )
== Business Negotiations and Contracts - 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
* an offer => offeror - offeree
* a lease => lessor - lessee
* '''statute''' == law/rule
----


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