University of Wisconsin Law School | Law In Action



Business Organizations I Spring 2015Mondays/Wednesdays 10:30am-11:50amRoom 5240Professor Lisa T. Alexander ltalexander@wisc.eduOffice #: 6110Office Hrs: Tuesdays 3:30pm-4:30pm & Wednesdays 1:00pm-2:00pm or By AppointmentCourse Description: This course covers the fundamental principles of the law of agency, general partnerships and hybrid business entities (LLCs & LPs), including an extended treatment of closely held corporations (i.e., businesses with a small number of owners). The course will also briefly cover non-profit organizations, cooperatives and business forms for social entrepreneurship. Publicly traded corporations are examined in Business Organizations II and are not covered in any substantial detail in this course. Required Materials: Klein, Ramseyer, Bainbridge, Business Associations (8th ed. 2012) (“KRB”)Klein, Ramseyer, Bainbridge, 2014 Statutes and Rules (“Statute Book”)Handouts (Distributed During Class and/or on Moodle Course Website)Coordination & Coverage: Whenever a section of the Restatements or Default Statutes is mentioned in our Casebook, Syllabus and Handouts distributed in class, you should skim/read that provision. Relevant Statutes and Rules are available in the (“Statute Book”) mentioned above. Grading: Final Exam: Your grade in this course will be based primarily upon your performance on your final exam. The final exam will be a scheduled proctored final exam. The final exam is open book, however, it will be open book/closed mode, so if you choose to buy e-books you will not have access to those e-books during the exam. If you would like to have your book during the exam, please purchase a hard copy or loose-leaf version to the extent they are available. The exam will likely consist of Multiple Choice Fact Pattern/Essay QuestionParticipation Counts: This course is designed to foster open discussion, so I encourage your voluntary participation throughout the course. However, you will be required to participate during specific days where you will be “on call” with a panel of approximately 10 other students. During the days you are “on call” you will be primarily responsible, along with your other colleagues on the panel, for having read and digested the assigned material and you will be evaluated on your ability to participate meaningfully in the discussion and to respond to my questions. The panels will be assigned after the first few days of class. I reserve the right to bump up individuals’ grades by approximately one grade over their examination grade for sustained high quality participation when on call and when volunteering. Similarly, I reserve the right to downgrade individuals for consistent absences or poor participation when on call.Drafting Exercise 2Ls and 3Ls who choose to take the course for 4 credits, in addition to attending classes and taking the final exam, will have to complete a professional skills drafting exercise to draft a corporate agreement based on a problem I give to you and to write a short memo on why you made the drafting choices you made. You will get feedback on this assignment. 1Ls can only take the course for 3 credits, and thus, they will not be required to do the exercise.Technology:Moodle Course Website: Business Organizations I Alexander Spring 2015. You should be able to enroll on the Moodle course website by the second class. Laptop Use in Class: You may use a laptop in class. However, internet surfing in class is discouraged other than to look up material we are discussing in the class. Being on the internet during class is distracting to your classmates and to me, not to mention disrespectful. If it appears to me that you are surfing, I will make a note of it and factor it into the calculation of your participation grade.Laptop Use for Exams: You will need a laptop in order to take the final exam. During these exams, your access to anything except a word processing document will be blocked by software installed before the exam. You are allowed to write your exams on blue books instead of a laptop. However, for the sake of legibility and fair grading, I would prefer that you take the exams on a laptop, if possible.Recording devices: Students may record the class for their own study purposes if they obtain prior permission from me. Such recordings are not to be made available to anyone outside of our class.Feedback: Throughout the semester, I encourage you to let me know if you are not satisfied with any aspect of the class. This is a cooperative venture with the goal of you learning as must as possible, if something is hindering your ability to learn, I’d like to know about it.Initial Assignments: Below are the initial assignments for the first week of class. These assignments cover our discussion of Agency Law. We will discuss cases during the first class and I will take volunteers until I have established the panel system. You will receive the rest of the syllabus for the course on before February 12th. AGENCY Week 1 -1/23Class 1 – January 21--Intro to Bus Orgs & Formation of an Agency RelationshipKRB 1 – 13 Gorton v. DotyGay Jenson Farms Co. v. Cargill, Inc.Skim Questions After the CasesRestatement (3) §1.01 (Statute Book)Restatement (3) §1.02 (Statute Book) Restatement (3) § 1.03 (Statute Book)Week 2 (1/26-1/28)Class 2 – January 26-- Consequences of an Agency Relationship: Contract KRB 14 –19 and Handout on Moodle Courseweb [Actual Authority, Implied Authority & Apparent Authority]Mill Street Church of Christ v. Hogan Three-Seventy Leasing Corp. v. Ampex Corp.Lind v. Schenley Indus. (Handout on Moodle)Skim Questions After the CasesRestatement (2) §§ 7, 8-8B, §26-27, 35 §6.01-6.03 (Statute Book)Restatement (3) § 2.01-2.06; §6.01 (Statute Book)Class 3—January 28--Consequences of Creating an Agency Relationship: Ratification and Estoppel KRB 20-31Watteau v. FenwickBotticello v. StefanoviczHoddeson v. Koos Bros. Skim Questions After the CasesRestatement (2) §§ 8B, 82Restatement (3) § 2.05, §§4.01-4.08Week 3 (2/2-2/4)Class 4—February 2--Consequences of Creating an Agency Relationship: Tort-Master/Servant vs. Independent ContractorKRB 35-47 [Franchise Discussion]Humble Oil & Refining Co. v. MartinHoover v. Sun Oil Co. Murphy v. Holiday Inns, Inc.Skim Questions After the CasesRestatement (2) §§1-2; §§219(1), (2), §220Restatement (3) §§ 2.04Class 5—February 4--Consequences of Creating an Agency Relationship: TortKRB 52-59; 64-68 [Scope of Employment & Liability of Independent Contractor]Ira S. Bushey & Sons, Inc. v. United StatesManning v. GrimselyMajestic Realty Associates, Inc. v. Toti Contracting Co.Skim Questions After the CasesRestatement (2) §§ 219(1)(2), 220(2), 228, 229,Restatement (3) §§ 7.01-7.07WEEK 4 (Class 6 – February 9-- Agents as Fiduciaries KRB 69-75 [Duty of Loyalty]Reading v. RegemRash v. J.V. Intermediate, LTD. Restatement (2) § 13, 387, 388, 404Restatement (3) §§ 8.01-8.15 Class 7-- Agency Quiz – February 11 I will hand out an agency quiz the evening before and we will go over the quiz in class to review agency concepts. ................
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