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Law and Business
LAW 603
Peter Wilson

Chapter 14: Special Contracts: Negotiable Instruments (pg. 2) o Legal requirements for sole proprietorships The Bills of Exchange Act General partnerships Types of negotiable instruments o Characteristics of general partnerships o Cheques o Partnership legislation and partnership o Bills of exchange agreements o Promissory notes o Creating a partnership Negotiation o Risk and liability in general partnerships o Internal organization of the partnership o Methods of negotiation o Liability o Dissolution of partnerships o Forms of endorsement Limited partnerships corporations Defenses o Incorporation process o Characteristics of corporations o Types of parties o Personal defenses Chapter 22: Legal Rules of Corporate Governance (pg. 12) o Defect in title defenses Management and control of the corporation o Real defenses How shareholders exercise power Consumer bills and notes o Shareholders access to information Chapter 15: Real Property: Interests and Leases (pg. 4) o Shareholders agreements Interests in land Share transfers o Estates in land Shareholder remedies o Non-possessory interests in land o Derivative action Leases o Oppression o Duration o Other shareholder remedies o Assignments and subleases How directors and officers exercise power o Commercial leases o Directors o Residential leases o Officers Chapter 16: Real Property: Sales and Mortgages (pg. 5) Managements duties to the corporation Registration systems o Fiduciary duty o Registry system o Duty of care o Land titles system o Protection for creditors o Unregistered interests Other sources of personal liability for directors and officers Land sales Managing liability risk for directors and officers o Risk management Securities regulation o Agreement of purchase and sale Corporate governance in practice o Closing Corporate liability o Remedies o Liability in contract Mortgages o Liability in crimes o Nature of mortgages o Liability in tort o Terms of the contract Chapter 23: Secured Transactions (pg. 15) o Remedies for default How security interests are created Chapter 17: Personal Property: Bailment and Insurance (pg. 7) o Granting a security interest in a specific asset Acquiring personal property rights o Granting a security interest in all of the debtors Losing personal property rights assets Bailment o Special security interests of banks o Liability of bailors Provincial rules for secured transactions o Liability of bailees o Facilitating risk management for creditors o Sub-bailment o Scope of application Personal property, risk management, and insurance o Protecting security interests under PPS o Scope of coverage legislation o Indemnification o Priorities under PPS legislation o Insurable interest o Security interests when collateral is transferred o Excessive and insufficient insurance o Enforcement of security interests o Subrogation Special rules for consumers guarantees o Other forms of business insurance Chapter 24: Dealing with Bankruptcy and Insolvency (pg. 17) Chapter 20: Agency and Other Methods of Carrying on Business Authority to regulate bankruptcy (pg. 8) Bankruptcy and insolvency law Basic rules of agency o Bankruptcy and insolvency under the Bankruptcy o Creation of an agency relationship and Insolvency Act Corporate and consumer bankruptcy o When is the principle liable? o The scope of an agents authority Officials involved in bankruptcy procedures o When is the agent liable? o Superintendent of bankruptcy and official receivers o The agents duties to the principle o Trustee in bankruptcy o The principles duties to the agent o Bankruptcy court o Registrar in bankruptcy o Termination o Inspectors o Risk management issues Business relationships in which agency issues arise The process of bankruptcy o Assignment into bankruptcy by the debtor o Joint ventures and strategic alliances o Application by creditors for a bankruptcy order o Distributions o Distribution of assets o Franchises o Settlements and preferences o Agents governed by special statutes o Director liability Chapter 21: Basic Forms of Business Organization (pg. 10) Proposals Sole proprietorships o Form and approval requirements Other statutes dealing with financial distress and failure 2 Chapter 14: Negotiable Instruments Overview o Contemporary commercial and consumer transactions make it impractical and inefficient for parties to purchase all types of goods and services directly and immediately for cash o A negotiable instrument is a species of contract that permits consumer and commercial transactions to proceed without having to provide immediate payment in cash Cheques, promissory notes, bills of exchange Negotiable Instrument: Unique Form of Contract o Negotiable instrument: conceptually somewhere between a contract and money o Like a contract: an obligation by one party to another party to pay money o Not like a contract Consideration Usual rule: consideration (a promise to
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