Laws Affecting Business

ASM TOWHEED

Assignment On Laws Affecting Businesses

Prepared for: Professor ABU HOSSAIN SIDDIQUE

Department of International Business University of Dhaka

Prepared by: ASM TOWHEED

ID: 8001312006 Course name: Introduction to Business Course no: EIB501 Department of International Business University of Dhaka

Date: 21st Dec 2013

Assignment On Laws Affecting Businesses

What is Law? A law is a standard or rule established by a society to govern the behavior of its member. Law is the system of rules which a particular country or community recognizes as regulating the actions of its members and which it may enforce by the imposition of penalties. When discussing law and morality or law and justice, it is important to define the terms, from the below you will probably decide it is not possible to define what law IS, but it is possible to describe what it does and what rules apply. This is essentially a philosophical question, which probably has no answer, but some theorists have attempted to do so. Similarly, there is no agreement what morality is, or justice IS and there are various schools of thought. We shall be looking at the writings and thoughts of philosophers and jurists (legal scholars) each named person should be considered as an authority in his field whose opinions are worthy of respect. It is possible to describe law as the body of official rules and regulations, generally found in constitutions, legislation, judicial opinions, and the like, that is used to govern a society and to control the behaviour of its members, so Law is a formal mechanism of social control. Legal systems are particular ways of establishing and maintaining social order.

Assignment On Laws Affecting Businesses

Business Law Business persons are part of the society, numerous and varied laws regulate the activities of all business and everyone involved in the business from owner to manager to employee. Law involves many elements; like torts, contracts, sales, agency, property, bankruptcy and negotiable instruments. Also the labor law of a country is very important for a business to run in a curtain country. Laws That Affect Businesses Businesses can choose from many different models, styles and types of growth, but they are still structured and directed by government regulation. A large number of laws affect businesses, defining illegality and misconduct or setting financial and operational codes for a business to follow. The many business laws can be divided into several primary groups, depending on what aspect of the business they affect. The law of Trots A tort, in common law jurisdictions, is a civil wrong which unfairly causes someone else to suffer loss or harm resulting in legal liability for the person who commits the tortious act, called a tortfeasor. Although crimes may be torts, the cause of legal action is not necessarily a crime as the harm may be due to negligence which does not amount to criminal negligence. The victim of the harm can recover their loss as damages in a lawsuit. In order to prevail, the plaintiff in the lawsuit must show that the actions or lack of action was the legally recognizable cause of the harm. The equivalent of tort in civil law jurisdictions is delict. Legal injuries are not limited to physical injuries and may include emotional, economic, or reputational injuries as well as violations of privacy, property, or constitutional rights. Torts comprise such varied topics as auto accidents, false imprisonment, defamation, product liability, copyright infringement, and environmental pollution (toxic torts). While many torts are the result of negligence, tort law also recognizes intentional torts, where a person has intentionally acted in a way that harms another, and in a few cases (particularly for product liability in the United States) "strict liability" which allows recovery without the need to demonstrate negligence. The primordial origin of torts and crimes at common law was a system of compensation for wrongs, with no clear distinction between crimes and other wrongs. In Anglo-Saxon law, wrongs required payment of bt (literally, 'remedy') to wronged person or their clan, and wte (literally, 'blame, fault') paid to the king, based upon a victim's worth (weregild); these were also intended to prevent blood feuds. Items or creatures which caused death were also destroyed as deodands. The trespass action was a distinctive early tort in which damages were paid to the victim; if no payment was made, the defendant was imprisoned. Although the details of its exact origin are unclear, it became popular around 1250 and it may have arisen either out of the "Appeal of Felony" or disseizing or replevin. Later, after the Statute of Westminster 1285, the "trespass on the case" action arose for when the defendant did not direct force. The English Judicature Act passed 1873 through 1875 abolished the separate actions of trespass and trespass on the case. In 1401, the English case Beaulieu v Finglam imposed strict liability for the escape of fire; additionally, strict liability was imposed for the release of cattle. Negligently handling fire was of particular importance in these societies given capacity for destruction and relatively limited firefighting resources. Liability for common carrier, which arose around 1400, was also emphasized in the medieval period. Unintentional injuries were

Assignment On Laws Affecting Businesses relatively infrequent in the medieval period. As transportation improved and carriages became popular in the 18th and 19th centuries, however, collisions and carelessness became more prominent in court records. In general, scholars of England such as William Blackstone took a hostile view to litigation, and rules against champerty and maintenance and vexatious litigation existed. The restriction on assignment of a cause of action is a related rule based on public policy. Tort law is different from criminal law in that: 1. Torts may result from negligent but not intentional or criminal actions 2. Tort lawsuits have a lower burden of proof such as preponderance of evidence rather than beyond a reasonable doubt. Sometimes a plaintiff may prevail in a tort case even if the person who caused the harm was acquitted in an earlier criminal trial. For example, O.J. Simpson was acquitted in criminal court and later found liable for the tort of wrongful death. The law of torts for various jurisdictions has developed independently. In the case of the United States, a survey of trial lawyers pointed to several modern developments, including strict liability for products based on Greenman v. Yuba Power Products, the limitation of various immunities (e.g. sovereign immunity, charitable immunity), comparative negligence, broader rules for admitting evidence, increased damages for emotional distress, and toxic torts and class action lawsuits. However, there has also been a reaction in terms of tort reform, which in some cases have been struck down as violating state constitutions, and federal preemption of state laws. Modern torts are heavily affected by insurance and insurance law, as most cases are settled through claims adjustment rather than by trial, and are defended by insurance lawyers, with the insurance policy, a deep pocket limit setting a ceiling on the possible payment. In the comparative law of modern tort law, common law jurisdictions based upon English tort law are more similar to each other than civil law jurisdiction, which may be based on the Roman concept of delict, but significant differences exist even in common law countries. For example, in England attorney fees of the winner are paid by the loser (the English rule versus the American rule of attorney fees). Common law systems include United States tort law, Australian tort law, Canadian tort law, Irish tort law, and Scots Law of Delict. Israeli law of rabbinic damages is another example although tort law in Israeli law is technically similar to English law as it was enacted by British Mandate of Palestine authorities in 1944 and took effect in 1947. There is more apparent split between the Commonwealth countries (principally England and including Canada and Australia) and the United States, although Canada may be more influenced by the United States due to its proximity. The United States has been perceived as particularly prone to filing tort lawsuits even relative to other common law countries, although this perception has been criticized and debated. As of 1987, class actions were relatively uncommon outside of the United States. As of 1987, English law was less generous to the plaintiff in the following ways: contingent fee arrangements were restricted, English judges tried more decisions and set damages rather than juries, wrongful death lawsuits were relatively restricted, punitive damages were relatively unavailable, the collateral source rule was restricted, and strict liability, such as for product liability, was relatively unavailable. England's welfare state, such as free healthcare through National Health Service, may limit lawsuits. On the other hand, as of 1987 England had no workers compensation

Assignment On Laws Affecting Businesses system and lawsuits due to workplace injuries were relatively common and facilitated by trade unions, whereas in the United States the system of workers compensation insurance prohibits lawsuits against the employer although lawsuits against third-parties such as manufacturers does occur. The United States also has faced a rise in no-fault insurance for automobile liability in several states. In England, ombudsmen may also take cases which could alternatively become tort lawsuits. When comparing Australia and the United States, Australia's tort law is similarly state law; however, there is a federal common law for torts unlike the United States. The influence of the United States on Australia has been limited. The United States may have influenced Australia's development of strict liability for products indirectly through legislation affected by European Union, and in the 1990s class actions were introduced in Australia. Australia has universal healthcare and 'welfare state' systems which also limit lawsuits. In New Zealand, a no-fault accident compensation system has limited the development of personal injury torts. Torts may be categorized in several ways, with a particularly common division between negligent and intentional torts. Quasi-torts may be used to refer to torts which are similar but somewhat different than typical torts. Particularly in the United States, "collateral tort" is used to refer to torts in labor law such as intentional infliction of emotional distress ("outrage"); or wrongful dismissal; these evolving causes of action are debated and overlap with contract law or other legal areas to some degree. The standard action in tort is negligence. The tort of negligence provides a cause of action leading to damages, or to relief, in each case designed to protect legal rights, including those of personal safety, property, and, in some cases, intangible economic interests or noneconomic interests such as the tort of negligent infliction of emotional distress. Negligence actions include claims coming primarily from car accidents and personal injury accidents of many kinds, including clinical negligence, worker's negligence and so forth. Product liability cases, such as those involving warranties, may also be considered negligence actions or, particularly in the United States, may apply regardless of negligence or intention through strict liability. Intentional torts include, among others, certain torts arising from the occupation or use of land. The tort of nuisance, for example, involves strict liability for a neighbor who interferes with another's enjoyment of his real property. Trespass allows owners to sue for entrances by a person (or his structure, such as an overhanging building) on their land. Several intentional torts do not involve land. Examples include false imprisonment, the tort of unlawfully arresting or detaining someone, and defamation (in some jurisdictions split into libel and slander), where false information is broadcast and damages the plaintiff's reputation. In some cases, the development of tort law has spurred lawmakers to create alternative solutions to disputes. For example, in some areas, workers' compensation laws arose as a legislative response to court rulings restricting the extent to which employees could sue their employers in respect of injuries sustained during employment. In other cases, legal commentary has led to the development of new causes of action outside the traditional common law torts. These are loosely grouped into quasi-torts or liability torts. Negligence is a tort which arises from the breach of the duty of care owed by one person to another from the perspective of a reasonable person. Although credited as appearing in the United States in Brown v. Kendall, the later English case of Donoghue v Stevenson [1932] brought England into line with the United States and established the 'tort of negligence' as opposed to negligence as a component in specific actions. In Donoghue, Mrs. Donoghue drank from an opaque bottle containing a decomposed snail and claimed that it had made her ill. She could not sue Mr. Stevenson for damages for breach of contract and instead sued for

Assignment On Laws Affecting Businesses negligence. The majority determined that the definition of negligence can be divided into four component parts that the plaintiff must prove to establish negligence. The elements in determining the liability for negligence are: The plaintiff was owed a duty of care through a special relationship (e.g. doctor-patient) or some other principle. There was a dereliction or breach of that duty. The tortfeasor directly caused the injury [but for the defendant's actions, the plaintiff would not have suffered an injury]. The plaintiff suffered damage as a result of that breach. The damage was not too remote; there was proximate cause to show the breach caused the damage In certain cases, negligence can be assumed under the doctrine of res ipsa loquitur (Latin for "the thing itself speaks"); particularly in the United States, a related concept is negligence per se. Proximate cause means that one must be able to show that the harm was caused by the tort one are suing for. The defense may argue that there was a prior cause or a superseding intervening cause. A common situation where a prior cause becomes an issue is the personal injury car accident, where the person reinjures an old injury. For example someone who has a bad back is injured in the back in a car accident. Years later he is still in pain. He must prove the pain is caused by the car accident, and not the natural progression of the previous problem with the back. A superseding intervening cause happens shortly after the injury. For example, if after the accident the doctor who works on one commits malpractice and injures you further, the defense can argue that it was not the accident, but the incompetent doctor who caused your injury. Intentional torts are any intentional acts that are reasonably foreseeable to cause harm to an individual, and that do so. Intentional torts have several subcategories: Torts against the person include assault, battery, false imprisonment, intentional infliction of emotional distress, and fraud, although the latter is also an economic tort. Property torts involve any intentional interference with the property rights of the claimant (plaintiff). Those commonly recognized include trespass to land, trespass to chattels (personal property), and conversion. An intentional tort requires an overt act, some form of intent, and causation. In most cases, transferred intent, which occurs when the defendant intends to injure an individual but actually ends up injuring another individual, will satisfy the intent requirement. Causation can be satisfied as long as the defendant was a substantial factor in causing the harm. A statutory tort is like any other, in that it imposes duties on private or public parties, however they are created by the legislature, not the courts. For example, the European Union's Product Liability Directive imposes strict liability for defective products that harm people; such strict liability is not uncommon although not necessarily statutory. As another example, in England common law liability of a landowner to guests or trespassers was replaced by the Occupiers' Liability Act 1957; a similar situation occurred in the U.S. State of California in which a judicial common law rule established in Rowland v. Christian was amended through a 1985 statute. Statutory torts also spread across workplace health and safety laws and health and safety in food. In some cases federal or state statutes may preempt tort actions, which is particularly discussed in terms of the U.S. FDA Preemption; although actions in the United States for medical devices are preempted due to Riegel v. Medtronic, Inc. (2008), actions for medical drugs are not due to Wyeth v. Levine (2009).

Assignment On Laws Affecting Businesses "Nuisance is traditionally used to describe an activity which is harmful or annoying to others such as indecent conduct or a rubbish heap. Nuisances either affect private individuals (private nuisance) or the general public (public nuisance). The claimant can sue for most acts that interfere with their use and enjoyment of their land. In English law, whether activity was an illegal nuisance depended upon the area and whether the activity was "for the benefit of the commonwealth", with richer areas subject to a greater expectation of cleanliness and quiet. The case Jones v Powell (1629) provides an early example, in which a person's professional papers were damaged by the vapors of a neighboring brewery. Although the outcome of this case is unclear,[20] Whitelocke of the Court of the King's Bench is recorded as saying that since the water supply in area was already contaminated, the nuisance was not actionable as it is "better that they should be spoiled than that the commonwealth stand in need of good liquor". In Rylands v. Fletcher (1868), strict liability was established for a dangerous escape of some hazard, including water, fire, or an animal as long as the cause was not remote. In Cambridge Water Co Ltd v Eastern Counties Leather plc (1994)), chemicals from a factory seeped through a floor into the water table, contaminating East Anglia's water reservoirs. Defamation is tarnishing the reputation of someone; it has two varieties, slander and libel. Slander is spoken defamation and libel is printed or broadcast defamation. The two otherwise share the same features: making a factual assertion for which evidence does not exist. Defamation does not affect or hinder the voicing of opinions, but does occupy the same fields as rights to free speech in the First Amendment to the Constitution of the United States, or Article 10 of the European Convention of Human Rights. Related to defamation in the U.S. are the actions for misappropriation of publicity, invasion of privacy, and disclosure. Abuse of process and malicious prosecution are often classified as dignitary torts as well. Business or economic torts typically involve commercial transactions, and include tortious interference with trade or contract, fraud, injurious falsehood, and negligent misrepresentation. Negligent misrepresentation torts are distinct from contractual cases involving misrepresentation in that there is no privacy of contract; these torts are likely to involve pure economic loss which has been less-commonly recoverable in tort. One criterion for determining whether economic loss is recoverable is the "foreseeability" doctrine. The economic loss rule is highly confusing and inconsistently applied. In 2010, the supreme court of the U.S. state of Washington replaced the economic loss doctrine with an "independent duty doctrine". Economic antitrust torts has been somewhat been submerged by modern competition law. However, in the United States, private parties are permitted in certain circumstances to sue for anticompetitive practices, including under federal or state statutes or on the basis of common law tortious interference, which may be based upon the Restatement (Second) of Torts 766. Federal laws include the Sherman Antitrust Act of 1890 followed by the Clayton Antitrust Act which restrict cartels and through Federal Trade Commission regulate mergers and acquisitions. In the European Union, articles 101 and 102 of the Treaty on the Functioning of the European Union apply but allowing private actions to enforce antitrust laws is under discussion. Negligent misrepresentation as tort where no contractual privity exists was disallowed in England by Derry v Peek [1889]; however, this position was overturned in Hedley Byrne v Heller in 1964 so that such actions were allowed if a "special relationship" existed between the plaintiff and defendant. United States courts and scholars "paid lip-service" to Derry; however, scholars such as William Prosser argued that it was misinterpreted by English courts.[25] The case of Ultramares Corporation v. Touche (1932) limited the liability of an auditor to known identified beneficiaries of the audit and this rule was widely applied in the United States until the 1960s. The Restatement (Second) of Torts expanded liability to "foreseeable" users

Assignment On Laws Affecting Businesses rather than specifically identified "foreseen" users of the information, dramatically expanding liability and affecting professionals such as accountants, architects, attorneys, and surveyors. As of 1989, most U.S. jurisdictions follow either the Ultramares approach or the Restatement approach. The tort of deceit for inducement into a contract is a tort in English law, but in practice has been replaced by actions under Misrepresentation Act 1967. In the United States, similar torts existed but have become superseded to some degree by contract law and the pure economic loss rule. Historically (and to some degree today), fraudulent (but not negligent) misrepresentation involving damages for economic loss may be awarded under the "benefit-of-the-bargain" rule (damages identical to expectation damages in contracts) which awards the plaintiff the difference between the value represented and the actual value. Beginning with Stiles v. White (1846) in Massachusetts, this rule spread across the country as a majority rule with the "out-of-pocket damages" rule as a minority rule. Although the damages under the "benefit-of-the-bargain" are described as compensatory, the plaintiff is left better off than before the transaction. The economic loss rule which emerged in the 20th century would eliminate these losses if applied strictly, which has led to preclusion of the tort or an exception to allow the tort if not related to a contract.

Assignment On Laws Affecting Businesses

The Law of Contract The law of contract is about the enforcement of promises. Not all promises are enforced by courts. To enforce a set of promises, or an agreement, courts look for the presence of certain elements. When these elements are present a court will find that the agreement is a contract. This is a somewhat artificial process. To a certain extent, courts will find that some agreements simply look like contracts and they then reason backward and find the elements necessary to form a contract. As a student you need to be aware of the elements required to constitute an enforceable contract. To say that we have a contract means that the parties have voluntarily assumed liabilities with regard to each other. The process of agreement begins with an offer. For a contract to be formed, this offer must be unconditionally accepted. The law imposes various requirements as to the communication of the offer and the acceptance. Once there has been a valid communication of the acceptance, the law requires that certain other elements (covered in Chapters 3 and 4 of this guide) are present. If these elements are not present, a court will not find that a contract exists between the parties. In the absence of a contract, neither party will be bound to the tentative promises or agreements they have made. It is thus of critical importance to determine whether or not a contract has been formed. The offer It is important to understand that it is not the subjective intentions of the parties that determine the legal effect of their words or actions but the objective inference from them. That is to say, the offer is interpreted according to an objective intention the interpretation the reasonable person in the position of the offeree would place upon the statement or action of the offeror. This is crucial in answering the basic question what is an offer? See Centrovincial Estates v Merchant Investors Assurance Company (1983) regarding the objective requirement. An offer is an expression of willingness to contract on certain terms. It must be made with the intention that it will become binding upon acceptance. There must be no further negotiations or discussions required. The nature of an offer is encapsulated by two cases involving the same defendant, Manchester City Council. The Council decided to sell houses that it owned to sitting tenants. In two cases, the claimants entered into agreements with the Council. The Council then resolved not to sell housing unless it was contractually bound to do so. In these two cases the question arose as to whether or not the Council had entered into a contract. In one case, Storer v Manchester City Council (1974), the Court of Appeal found that there was a binding contract. The Council had sent Storer a communication that they intended would be binding upon his acceptance. All Storer had to do to bind himself to the later sale was to sign the document and return it. In contrast, however, in Gibson v Manchester City Council (1979), the Council sent Gibson a document which asked him to make a formal invitation to buy and stated that the Council may be prepared to sell the house to him. Gibson signed the document and returned it. The House of Lords held that a contract had not been concluded because the Council had not made an offer capable of being accepted. Lord Diplock stated: The words may be prepared to sell are fatal, so is the invitation, not, be it noted, to accept the offer, but to make formal application to buy on the enclosed application form.

Assignment On Laws Affecting Businesses It is a letter setting out the financial terms on which it may be the council would be prepared to consider a sale and purchase in due course. An important distinction between the two cases is that in Storers case there was an agreement as to price, but in Gibsons case there was not. In Gibsons case, important terms still needed to be determined. It is very important to realise from the outset that not all communications will be offers. They will lack the requisite intention to be bound upon acceptance. If they are not offers, what are they? At this point, we will distinguish an offer from other steps in the negotiation process. Other steps in the negotiation process might include a statement of intention, a supply of information or an invitation to treat. We will examine these in turn. A statement of intention In this instance, one party states that he intends to do something. This differs from an offer in that he is not stating that he will do something. The case of Harris v Nickerson (1873) illustrates this point. The auctioneers advertisement was a statement that he intended to sell certain items; it was not an offer that he would sell the items. A supply of information In this instance, one party provides information to another party. He supplies the information to enlighten the other party. The statement is not intended to be acted upon. See Harvey v Facey (1893) where one party telegraphed, in response to the query of the other, what the lowest price was that he would accept for his property. An invitation to treat This is a puzzling term. An invitation to treat is an indication of a willingness to conduct business. It is an invitation to make an offer or to commence negotiations. Courts have considered whether or not a communication was an offer or an invitation to treat in a wide variety of circumstances. Communication of the offer To be effective an offer must be communicated: there can be no acceptance of the offer without knowledge of the offer. The reason for this requirement is that if we say that a contract is an agreed bargain, there can be no agreement without knowledge. There can be no meeting of the minds if one mind is unaware of the other. Stated another way, an acceptance cannot mirror an offer if the acceptance is made in ignorance of the offer. The authorities are, however, divided on the need to communicate the offer. In Gibbonsv Proctor (1891) a policeman was allowed to recover a reward when he sent information in ignorance of the offer of reward. The better view is thought to be expressed in the Australian case of R v Clarke (1927): there cannot be assent without knowledge of the offer; and ignorance of the offer is the same thing whether it is due to never hearing of it or forgetting it after hearing. The case of Tinn v Hoffman (1873) deals with the problem of cross-offers.

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Assignment On Laws Affecting Businesses Acceptance of the offer For a contract to be formed there must be an acceptance of the offer. The acceptance must be an agreement to each of the terms of the offer. It is sometimes said that the acceptance must be a mirror image of the offer. The acceptance can be by words or by conduct. See Brogden v Metropolitan Railway Company, where the offeree accepted the offer by performance. Acceptance occurs when the offerees words or conduct give rise to the objective inference that the offeree assents to the offerors terms: Day Morris Associates v Voyce (2003). If the offeree attempts to add new terms when accepting, this is a counter-offer and not an acceptance. A counter-offer implies a rejection of the original offer, which is thereby destroyed and cannot subsequently be accepted. See Hyde v Wrench (1840). Where the offeree queries the offer and seeks more information, this is neither an acceptance nor a rejection and the original offer stands. See Stevenson, Jacques & Co v McLean (1880). In some cases, the parties will attempt to contract on (differing) standard forms. In this instance, there will be a battle of the forms with offers and counter-offers passing to and fro. The Court of Appeal has held that the last shot wins this battle of the forms. See Butler Machine Tool v Ex-Cell-o (1979) and Tekdata Interconnections Ltd v Amphenol Ltd (2009). Communication of the acceptance The general rule is that acceptance is not effective until it is communicated to the offeror. This is sometimes expressed by saying that the acceptance cannot be made through silence. See Felthouse v Bindley (1862). The offeror cannot waive communication if that would be to the detriment of the offeree. This rule is not, however, an absolute rule (see Vitol SA v Norelf Ltd (1996)). The general rule is displaced in the case of a unilateral contract. A unilateral contract is one where one party makes an offer to pay another if that other party performs some act or refrains from some act. The other party need make no promise to do the act or refrain from the act. In these cases, acceptance of the offer occurs through performance and there is no need to communicate acceptance in advance of p erformance. An example of the offer of a unilateral contract is an offer of a reward for the return of a lost cat. In the case of Carlill v Carbolic Smoke Ball Company (1893) it was established that performance is the acceptance of the offer and there is no need to communicate the attempt to perform. Communication of the acceptance is waived because it would be unreasonable of the offeror to rely on the absence of a communication which would have been superfluous or which no reasonable person would expect to be made. Exceptions to the need for communication of the acceptance As we saw above, the general rule is that for an acceptance to be valid it must be communicated to the offeror. It must be brought to the offerors attention. To this general rule there are certain exceptions situations where the law does not require communication of the acceptance. One such exception concerning unilateral contracts was considered above. The other principal exception is the postal acceptance rule.

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Assignment On Laws Affecting Businesses Where the offeror has waived the requirement of communication As we have seen above, in certain circumstances the offeror may waive the necessity for communication. This is what occurred in Carlill v Carbolic Smoke Ball Co. A weakness to this exception is that it appears to be of limited application where there is a bilateral contract. In Felthouse v Bindley, the argument can be made that the uncle had clearly waived any need for the nephew to communicate his acceptance of the offer and yet the court held that the offer had not been accepted. The postal acceptance rule Communication by post gives rise to special practical difficulties. An offer is posted. The offeree receives the offer and posts her acceptance. The letter of acceptance will take several days to arrive. At what point is the acceptance good? If one waits until the offeror receives the letter, how will the offeree know when this is? The offeree has known from the time she posted the letter that she has accepted the offer. There is also the occasional problem of the letter that never arrives at its destination. To overcome these problems, the courts devised an exception to the general requirement of communication (which would have been that the acceptance is only good when the letter arrives). The exception was devised in the cases of Adams v Lindsell (1818) and Household Fire Insurance v Grant (1879). These decisions establish the postal acceptance rule, that is, that acceptance is complete when posted. This puts the risk of delay and loss on the offeror. It is important to understand that the rule is an exception to the general rule requiring communication. The postal acceptance rule will only prevail in certain circumstances. It will prevail where use of the post was reasonably contemplated by the parties or stipulated by the offeror. See Household Fire Insurance v Grant (1879). The postal acceptance rule will not allow a contract to be concluded by posting the acceptance where the letter is incorrectly addressed by the offeree. The offer may accept the risk of delay occasioned by the post but not the carelessness of the offeree: LJ Korbetis v Transgrain Shipping BV (2005). The operation of the postal acceptance rules creates practical difficulties. The greatest problem is that contracts can be formed without the offeror being aware of the contract. For example, an offeror makes an offer. Unbeknown to him, the offeree accepts. The offeror then revokes the offer before receiving the postal acceptance. The offeror contracts with another party over the same matter and then receives the postal acceptance from the original offeree. The offeror is now in breach of his contract with the original offeree. Partly because of these problems and partly because of technological advances (the post is no longer a such crucial method of communication), courts seem to be confining the scope of the postal acceptance rule. This is a rationale behind the decision in Holwell Securities v Hughes (1974). In this case, the postal acceptance rule did not apply because the offeror did not intend that it would apply. While this case is authority for the proposition that the terms of an offer must be met for acceptance to be valid, it also illustrates the reservations modern courts have over the postal acceptance rule.

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Assignment On Laws Affecting Businesses As modern forms of communication such as fax and email have become almost instantaneous, courts have shown a marked reluctance to extend the postal acceptance rule to these new forms of communication. However, in an early case involving a telegram, a form of the postal acceptance rule was applied. In later cases involving telexes, the courts refused to extend the application of the postal acceptance rules. See Entores v Miles Far East Corp (1955) and Brinkibon Ltd v Stahag Stahl (1982). These cases are also important for the principles they establish with respect to instantaneous forms of communication. English contract law awaits a case involving an almost instant aneous communication such as a fax or an email. It is clear that a contract can be formed through such mediums (see, for example, Allianz Insurance Co-Egypt v Aigaion Insurance Co SA (2008)). Because of the technology involved in both these forms of communication they are not entirely instantaneous. An email, in particular, may take some time to arrive at its destination, depending upon the route it takes to its recipient. As Poole has suggested there are two possible approaches to the email communication of the acceptance: postal analogy or receipt rule. Method of acceptance Sometimes an offeror may stipulate that acceptance is to be made using a specific method. See Eliason v Henshaw (1819) and Manchester Diocesan Council for Education v Commercial and General Investments (1970). In other cases the required method for communicating acceptance may also be inferred from the making of the offer. See Quenerduaine v Cole (1883). The problem that arises is this: if the offeree uses another method of acceptance, does this acceptance create a contract? The answer is that if the other method used is no less advantageous to the offeror, the acceptance is good and a contract is formed. This is the result unless the offeror stipulates a certain method of acceptance and further stipulates that only this method of acceptance is good. See Manchester Diocesan Council for Education v Commercial and General Investments (1970). The end of an unaccepted offer Offers do not exist indefinitely; open for an indeterminate time awaiting acceptance. Indeed, some offers may never be accepted. What we will consider at the conclusion of this chapter is what happens to an offer before it has been accepted. There is no legal commitment until a contract has been concluded by the acceptance of an offer. Change of mind Because there is no legal commitment until a contract has been formed, either party may change their mind and withdraw from negotiations. See Offord v Davies (1862) and Routledge v Grant (1828). In situations where an offeror has stipulated that the offer will be open for a certain time period, he or she can nevertheless withdraw the offer within this time period. This will not be the case, however, where the offeror is obliged (by a separate binding collateral contract) to keep the offer open for a specified period of

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Assignment On Laws Affecting Businesses time. For the revocation of an offer to be effective, there must be actual communication of the revocation. See Byrne v van Tienhoven (1880). It is not necessary for revocation to be communicated by the offeror. Communication to the offeree through a reliable source is sufficient. See Dickinson v Dodds (1876). If a condition in the offer is not fulfilled, the offer terminates Where the offer is made subject to a condition which is not fulfilled, the offer terminates. The condition may be implied. See Financings Ltd v Stimson (1962). In this case, the offeror purported to accept an offer to purchase a car after the car had been badly damaged. Death: if the offeror dies, the offer may lapse Again, a point on which the cases divide. On the one hand, Bradbury v Morgan (1862) 158 ER 877 (Ex) held that the deceased offerors estate was liable on the offer of a guarantee after the death of the offeror. However, obiter dicta in Dickinson v Dodds (1876) state that death of either party terminated the offer because there could be no agreement. The best view is probably that a party cannot accept an offer once notified of the death of the offeror but that in certain circumstances the offer could be accepted in ignorance of death. The death of an offeree probably terminates the offer in that the offerees personal representatives could not purport to accept the offer. Lapse of an offer The offeror may set a time limit for acceptance; once this time has passed the offer lapses. In many cases, the offeror can revoke the offer before the time period lapses provided that the offer has not been accepted. See Offord v Davies (1862). In cases in which no time period is stipulated for the offer, an offeree cannot make an offeror wait forever. The offeror is entitled to assume that acceptance will be made within a reasonable time period or not at all. What a reasonable time period is will depend upon the circumstances of the case. See Ramsgate Victoria Hotel v Montefiore (1866).

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Assignment On Laws Affecting Businesses The law of sales This law has the purpose of promoting the protection of customers and thereby contributing to the sound development of the national economy by prescribing the matters that financial product providers should explain to customers in the sale etc. of financial products, by making financial product providers liable to customers for damages where the customer is harmed by the financial product provider's failure to explain such matters, and establishing measures for ensuring that solicitations made by financial product providers in connection with the sale of financial products are proper. The sale of goods (governed by the Sale of Goods Act 1930) is the most common of all commercial contracts. Goods GOODS form the subject of a contract of sale. They mean every kind of movable property other than actionable claims & money, and include stock and shares, growing crops, grass and things attached to or forming part of the land which are agreed to be severed before sale or under the contract of sale. Sale & Quality of Goods In a sale of description, the buyer must get the described goods if he has not seen the goods and relies on the description alone.Where there is a contract for the sale of goods by description, there is an implied condition that the goods shall correspond with the description. Buyer Beware There is no protection for the buyer in relation to the quality of goods except in the following situations: Goods sold must be of merchantable quality. However, if the buyer has examined the goods, defects which such examination ought to have revealed would be exempted from the requirement of merchantable quality. If the buyer relied on the skill and judgment of the seller, the good should be fit for the purpose described by the buyer. Conditions & Warranties Warranty in its ordinary English meaning denotes a binding promise. Everyone knows what a man means when he says, I guarantee it, or I warrant it, or I give one my word for it. He means the he binds himself. Lawyers use it to denote a subsidiary term in a contract as distinct from a vital term which they call a condition. Therefore, if used in this technical sphere, condition is a vital term and warranty is a subsidiary term. Breach of Condition It is the essential part or vital term of a contract whose breach creates the option for the buyer to terminate the contract

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Assignment On Laws Affecting Businesses Breach of Warranty It is the subsidiary part of the contract. Its breach can only lead to a claim for damages but not to a repudiation of the contract. Implied Conditions Condition as to title Condition in a sale by description the buyer must get the described goods Condition in a sale by sample, the bulk must correspond with the sample. Conditions as to fitness & quality (in the following cases only; in other cases caveat emptor applies) o Buyer makes known to the seller the particular purpose for which he requires the goods. o Buyer relies on the skill & judgment of the seller (The sellers business is to supply such goods whether he is the manufacturer or producer or not) Condition as to merchantability (exception to the rule of caveat emptor) Where goods are bought by description from a seller who deals in goods of that description (whether he is manufacturer or producer or not), there is an implied condition that the goods shall be of merchantable quality. Merchantability means essentially that the goods must be fit for the ordinary purpose for which such goods are used. Condition as to merchantability when applied to food products, the condition of fitness of merchantability requires that the goods should be wholesome, i.e. fit for the purpose of consumption. Change of condition to warranty When a condition is reduced to the status of a warranty, the effect is not the condition becomes a warranty, but that the condition remains a condition, it is only the remedy which changes. Circumstances Circumstances are such that goods cannot be returned When the buyer has accepted the goods & intimates to the seller. When goods have been delivered to the buyer & he does any act in relation to them which is inconsistent with the ownership of the seller. In a sale or return, after the lapse of reasonable time, the buyer retains them for unreasonably long time without intimating, the seller that he has rejected them Sale & Transfer of Ownership Goods must be ascertained and specific for the transfer of ownership to take place. In the case of specific and ascertained goods, we should explore whether the contract provides in express or implied terms, on the passing of ownership. These terms should be applied. In the case of specific and ascertained goods, if the contract does not provide in either express or implied terms on the passing of ownership, the ownership is transferred to the buyer when the contract is made.

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Assignment On Laws Affecting Businesses The Law of Agency The law of agency is an area of commercial law dealing with a set of contractual, quasi-contractual and noncontractual relationships that involve a person, called the agent, that is authorized to act on behalf of another (called the principal) to create a legal relationship with a third party.[1] Succinctly, it may be referred to as the relationship between a principal and an agent whereby the principal, expressly or implicitly, authorizes the agent to work under his control and on his behalf. The agent is, thus, required to negotiate on behalf of the principal or bring him and third parties into contractual relationship. This branch of law separates and regulates the relationships between: Types of agent 1. Agents and principals 2. Agents and the third parties with whom they deal on their principals' behalf 3. Principals and the third parties when the agents purport to deal on their behalf. The common law principle in operation is usually represented in the Latin phrase, qui facit per alium, facit per se, i.e. the one who acts through another, acts in his or her own interests and it is a parallel concept to vicarious liability and strict liability in which one person is held liable in criminal law or tort for the acts or omissions of another. Authority An agent who acts within the scope of authority conferred by his or her principal binds the principal in the obligations he or she creates against third parties. There are essentially three kinds of authority recognized in the law: actual authority (whether express or implied), apparent authority, and ratified authority. Actual authority can be of two kinds. Either the principal may have expressly conferred authority on the agent, or authority may be implied. Authority arises by consensual agreement, and whether it exists is a question of fact. An agent, as a general rule, is only entitled to indemnity from the principal if he or she has acted within the scope of her actual authority, and may be in breach of contract, and liable to a third party for breach of the implied warranty of authority. In tort, a claimant may not recover from the principal unless the agent is acting within the scope of employment. Express actual authority Express actual authority means an agent has been expressly told he or she may act on behalf of a principal. Ireland v Livingstone [1872] LR 5 HL 395 Implied actual authority Implied actual authority, also called "usual authority", is authority an agent has by virtue of being reasonably necessary to carry out his express authority. As such, it can be inferred by virtue of a position held by an agent. For example, partners have authority to bind the other partners in the firm, their liability being joint and several, and in a corporation, all executives and senior employees with decision-making authority by virtue of their position have authority to bind the corporation. Hely-Hutchinson v Brayhead Ltd [1968] 1 QB 549

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Assignment On Laws Affecting Businesses Apparent authority (also called "ostensible authority") exists where the principal's words or conduct would lead a reasonable person in the third party's position to believe that the agent was authorized to act, even if the principal and the purported agent had never discussed such a relationship. For example, where one person appoints a person to a position which carries with it agency-like powers, those who know of the appointment are entitled to assume that there is apparent authority to do the things ordinarily entrusted to one occupying such a position. If a principal creates the impression that an agent is authorized but there is no actual authority, third parties are protected so long as they have acted reasonably. This is sometimes termed "agency by estoppel" or the "doctrine of holding out", where the principal will be estopped from denying the grant of authority if third parties have changed their positions to their detriment in reliance on the representations made. Liability of agent to third party If the agent has actual or apparent authority, the agent will not be liable for acts performed within the scope of such authority, so long as the relationship of the agency and the identity of the principal have been disclosed. When the agency is undisclosed or partially disclosed, however, both the agent and the principal are liable. Where the principal is not bound because the agent has no actual or apparent authority, the purported agent is liable to the third party for breach of the implied warranty of authority. Liability of agent to principal If the agent has acted without actual authority, but the principal is nevertheless bound because the agent had apparent authority, the agent is liable to indemnify the principal for any resulting loss or damage. Liability of principal to agent If the agent has acted within the scope of the actual authority given, the principal must indemnify the agent for payments made during the course of the relationship whether the expenditure was expressly authorized or merely necessary in promoting the principal's business. Duties An agent owes the principal a number of duties. These include: A duty to undertake the task or tasks specified by the terms of the agency (that is, the agent must not do things that he has not been authorized by the principal to do) A duty to discharge his duties with care and due diligence; and A duty to avoid conflict of interest between the interests of the principal and his own (that is, the agent cannot engage in conduct where stands to gain a benefit for himself to the detriment of the principal). An agent must not accept any new obligations that are inconsistent with the duties owed to the principal. An agent can represent the interests of more than one principal, conflicting or potentially conflicting, only after full disclosure and consent of the principal. An agent also must not engage in self-dealing, or otherwise unduly enrich himself from the agency. An agent must not usurp an opportunity from the principal by taking it for himself or passing it on to a third party.

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Assignment On Laws Affecting Businesses In return, the principal must make a full disclosure of all information relevant to the transactions that the agent is authorized to negotiate and pay the agent either a prearranged commission, or a reasonable fee established after the fact. The law of property Property law is the area of law that governs the various forms of ownership and tenancy in real property (land as distinct from personal or movable possessions) and in personal property, within the common law legal system. In the civil law system, there is a division between movable and immovable property. Movable property roughly corresponds to personal property, while immovable property corresponds to real estate or real property, and the associated rights and obligations thereon. The concept, idea or philosophy of property underlies all property law. In some jurisdictions, historically all property was owned by the monarch and it devolved through feudal land tenure or other feudal systems of loyalty and fealty. Though the Napoleonic code was among the first government acts of modern times to introduce the notion of absolute ownership into statute, protection of personal property rights was present in medieval Islamic law and jurisprudence,[1] and in more feudalist forms in the common law courts of medieval and early modern England. Property rights and rights to people Property rights are rights over things enforceable against all other persons. By contrast, contractual rights are rights enforceable against particular persons. Property rights may, however, arise from a contract; the two systems of rights overlap. In relation to the sale of land, for example, two sets of legal relationships exist alongside one another: the contractual right to sue for damages, and the property right exercisable over the land. More minor property rights may be created by contract, as in the case of easements, covenants, and equitable servitudes. A separate distinction is evident where the rights granted are insufficiently substantial to confer on the nonowner a definable interest or right in the thing. The clearest example of these rights is the license. In general, even if licenses are created by a binding contract, they do not give rise to property interests. Property rights and personal rights Property rights are also distinguished from personal rights. Practically all contemporary societies acknowledge this basic ontological and ethical distinction. In the past, groups lacking political power have often been disqualified from the benefits of property. In an extreme form, this has meant that people have become "objects" of propertylegally "things" or chattels. (See slavery.) More commonly, marginalized groups have been denied legal rights to own property. These include Jews in England and married women in Western societies until the late 19th century. The dividing line between personal rights and property rights is not always easy to draw. For instance, is one's reputation property that can be commercially exploited by affording property rights to it? The question of the proprietary character of personal rights is particularly relevant in the case of rights over human tissue, organs and other body parts.

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Assignment On Laws Affecting Businesses There have been recent cases of women being subordinated to the fetus, through the imposition of unwanted caesarian sections. English judges have recently made the point that such women lack the right to exclusive control over their own bodies, formerly considered a fundamental common-law right. In the United States, a "quasi-property" interest has been explicitly declared in the dead body. Also in the United States, it has been recognised that people have an alienable proprietary "right of publicity" over their "persona". The patent\patenting of biotechnological processes and products based on human genetic material may be characterised as creating property in human life. A particularly difficult question is whether people have rights to intellectual property developed by others from their body parts. In the pioneering case on this issue, the Supreme Court of California held in Moore v. Regents of the University of California (1990) that individuals do not have such a property right. Classification Property law is characterised by a great deal of historical continuity and technical terminology. The basic distinction in common law systems is between real property (land) and personal property (chattels). Before the mid-19th century, the principles governing the transfer of real property and personal property on intestacy were quite different. Though this dichotomy does not have the same significance anymore, the distinction is still fundamental because of the essential differences between the two categories. An obvious example is the fact that land is immovable, and thus the rules that govern its use must differ. A further reason for the distinction is that legislation is often drafted employing the traditional terminology. The division of land and chattels has been criticised as being not satisfactory as a basis for categorising the principles of property law since it concentrates attention not on the proprietary interests themselves but on the objects of those interests. Moreover, in the case of fixtures, chattels which are affixed to or placed on land may become part of the land. Real property is generally sub-classified into: 1. Corporeal hereditaments tangible real property (land) 2. Incorporeal hereditaments intangible real property such as an easement of way Possession The concept of possession developed from a legal system whose principal concern was to avoid civil disorder. The general principle is that a person in possession of land or goods, even as a wrongdoer, is entitled to take action against anyone interfering with the possession unless the person interfering is able to demonstrate a superior right to do so. In England, the Torts Act 1977 has significantly amended the law relating to wrongful interference with goods and abolished some longstanding remedies and doctrines. Transfer of property The most usual way of acquiring an interest in property is as the result of a consensual transaction with the previous owner, for example, a sale or a gift. Dispositions by will may also be regarded as consensual transactions, since the effect of a will is to provide for the distribution of the deceased person's property to

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Assignment On Laws Affecting Businesses nominated beneficiaries. A person may also obtain an interest in property under a trust established for his or her benefit by the owner of the property. It is also possible for property to pass from one person to another independently of the consent of the property owner. For example, this occurs when a person dies intestate, goes bankrupt, or has the property taken in execution of a court judgment. Priority Different parties may claim an interest in property by mistake or fraud, with the claims being inconsistent of each other. For example, the party creating or transferring an interest may have a valid title, but intentionally or negligently creates several interests wholly or partially inconsistent with each other. A court resolves the dispute by adjudicating the priorities of the interests. but according to the Indian property law it define the Transfer of property means an act by which a living person conveys property, in present or in future, to one or more other living persons, or to himself and one or more other living persons; and "to transfer property" is to perform such act. In this section "living person includes a company or association or body of individuals, whether incorporated or not, but nothing herein contained shall affect any law for the time being in force relating to transfer of property to or by companies, associations or bodies of individuals John Hardy from the Legal institute of England stated "For the title to be valid, we must incorporate the company or association for the living" This statement has been used thoroughly. Lease Historically, leases served many purposes, and the regulation varied according to intended purposes and the economic conditions of the time. Leaseholds, for example, were mainly granted for agriculture until the late eighteenth century and early nineteenth century, when the growth of cities made the leasehold an important form of landholding in urban areas. The modern law of landlord and tenant in common law jurisdictions retains the influence of the common law and, particularly, the laissez-faire philosophy that dominated the law of contract and the law of property in the 19th century. With the growth of consumerism, the law of consumer protection recognised that common law principles assuming equal bargaining power between parties may cause unfairness. Consequently, reformers have emphasised the need to assess residential tenancy laws in terms of protection they provide to tenants. Legislation to protect tenants is now common. The laws of Bankruptcy Bankruptcy is a legal status of a person or other entity that cannot repay the debts it owes to creditors. In most jurisdictions, bankruptcy is imposed by a court order, often initiated by the debtor. Bankruptcy is not the only legal status that an insolvent person or other entity may have, and the term bankruptcy is therefore not a synonym for insolvency. In some countries, including the United Kingdom, bankruptcy is limited to individuals, and other forms of insolvency proceedings (such as liquidation and administration) are applied to companies. In the United States, bankruptcy is applied more broadly to formal insolvency proceedings

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Assignment On Laws Affecting Businesses Modern law and debt restructuring The principal focus of modern insolvency legislation and business debt restructuring practices no longer rests on the elimination of insolvent entities but on the remodelling of the financial and organisational structure of debtors experiencing financial distress so as to permit the rehabilitation and continuation of their business. For private households, it is argued to be insufficient to merely dismiss debts after a certain period. It is important to assess the underlying problems and to minimise the risk of financial distress to re-occur. It has been stressed that debt advice, a supervised rehabilitation period, financial education and social help to find sources of income and to manage household expenditures better need to be equally provided during this period of rehabilitation (Reifner et al., 2003; Gerhardt, 2009; Frade, 2010). In most EU Member States, debt discharge is conditioned by a partial payment obligation and by a number of requirements concerning the debtor's behaviour. In the United States (US), discharge is conditioned to a lesser extent. Nevertheless, it should be noted that the spectrum is broad in the EU, with the UK coming closest to the US system (Reifner et al., 2003; Gerhardt, 2009; Frade, 2010). Other Member States do not provide the option of a debt discharge. Spain, for example, passed a bankruptcy law (ley concursal) in 2003 which provides for debt settlement plans that can result in a reduction of the debt (maximally half of the amount) or an extension of the payment period of maximally five years (Gerhardt, 2009); nevertheless, it does not foresee debt discharge. Fraud Bankruptcy fraud is a white-collar crime. While difficult to generalise across jurisdictions, common criminal acts under bankruptcy statutes typically involve concealment of assets, concealment or destruction of documents, conflicts of interest, fraudulent claims, false statements or declarations, and fee fixing or redistribution arrangements. Falsifications on bankruptcy forms often constitute perjury. Multiple filings are not in and of themselves criminal, but they may violate provisions of bankruptcy law. In the U.S., bankruptcy fraud statutes are particularly focused on the mental state of particular actions. Bankruptcy fraud is a federal crime in the United States. Bankruptcy fraud should be distinguished from strategic bankruptcy, which is not a criminal act, but may work against the filer. All assets must be disclosed in bankruptcy schedules whether or not the debtor believes the asset has a net value. This is because once a bankruptcy petition is filed, it is for the creditors, not the debtor, to decide whether a particular asset has value. The future ramifications of omitting assets from schedules can be quite serious for the offending debtor. In the United States, a closed bankruptcy may be reopened by motion of a creditor or the U.S. trustee if a debtor attempts to later assert ownership of such an "unscheduled asset" after being discharged of all debt in the bankruptcy. The trustee may then seize the asset and liquidate it for the benefit of the (formerly discharged) creditors. Whether or not a concealment of such an asset should also be considered for prosecution as fraud and/or perjury would then be at the discretion of the judge The law of negotiable instruments A negotiable instrument is a document guaranteeing the payment of a specific amount of money, either on demand, or at a set time with the payer named on the negotiable instrument.More specifically, it is a

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Assignment On Laws Affecting Businesses document contemplated by a contract, which warrants the payment of money without condition which may be paid on demand or at a future date. Examples of negotiable instruments include promissory notes, bills of exchange, bank notes and cheques. Although, some banknotes are not legal negotiable instruments such as current Federal Reserve Notes. Although passing for negotiable instruments most FRN's in circulation today are no longer legal negotiable instruments since the promise to pay or pay to the bearer on demand was taken off the notes near 1963. They no longer promise to pay dollars but claim to be dollars themselves. As payment of money is promised subsequently, the instrument itself can be used by the holder in due course as a store of value. The instrument can be transferred to a third party and it is the holder of the instrument who will ultimately get paid by the payer on the instrument. Transfers can happen at less than the face value of the instrument and this is known as discounting, this may happen for example if there is doubt about the payer's ability to pay. Negotiable instruments distinguished from other types of contracts A negotiable instrument can serve to convey value constituting at least part of the performance of a contract, albeit perhaps not obvious in contract formation, in terms inherent in and arising from the requisite offer and acceptance and conveyance of consideration. The underlying contract contemplates the right to hold the instrument as, and to negotiate the instrument to, a holder in due course, the payment on which is at least part of the performance of the contract to which the negotiable instrument is linked. The instrument, memorializing: 1. The power to demand payment 2. The right to be paid, can move For example, in the instance of a 'bearer instrument', wherein the possession of the document itself attributes and ascribes the right to payment. Certain exceptions exist, such as instances of loss or theft of the instrument, wherein the possessor of the note may be a holder, but not necessarily a holder in due course. Negotiation requires a valid endorsement of the negotiable instrument. The consideration constituted by a negotiable instrument is cognizable as the value given up to acquire it (benefit) and the consequent loss of value (detriment) to the prior holder; thus, no separate consideration is required to support an accompanying contract assignment. The instrument itself is understood as memorializing the right for, and power to demand, payment, and an obligation for payment evidenced by the instrument itself with possession as a holder in due course being the touchstone for the right to, and power to demand, payment. In some instances, the negotiable instrument can serve as the writing memorializing a contract, thus satisfying any applicable Statute of Frauds as to that contract. The holder in due course The rights of a holder in due course of a negotiable instrument are qualitatively, as matters of law, superior to those provided by ordinary species of contracts: The rights to payment are not subject to set-off, and do not rely on the validity of the underlying contract giving rise to the debt (for example if a cheque was drawn for payment for goods delivered but defective, the drawer is still liable on the cheque)

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Assignment On Laws Affecting Businesses No notice need be given to any party liable on the instrument for transfer of the rights under the instrument by negotiation. However, payment by the party liable to the person previously entitled to enforce the instrument "counts" as payment on the note until adequate notice has been received by the liable party that a different party is to receive payments from then on. Transfer free of equitiesthe holder in due course can hold better title than the party he obtains it from (as in the instance of negotiation of the instrument from a mere holder to a holder in due course) Negotiation often enables the transferee to become the party to the contract through a contract assignment (provided for explicitly or by operation of law) and to enforce the contract in the transferee-assignees own name. Negotiation can be effected by endorsement and delivery (order instruments), or by delivery alone (bearer instruments). Types of negotiable instruments Promissory notes and bills of exchange are two primary types of negotiable instruments. Promissory note Although possibly non-negotiable, a promissory note may be a negotiable instrument if it is an unconditional promise in writing made by one person to another, signed by the maker, engaging to pay on demand to the payee, or at fixed or determinable future time, certain in money, to order or to bearer. (see Sec.194)[5] Bank note is frequently referred to as a promissory note, a promissory note made by a bank and payable to bearer on demand. Introduction of Bill of exchange A bill of exchange or "draft" is a written order by the drawer to the drawee to pay money to the payee. A common type of bill of exchange is the cheque (check in American English), defined as a bill of exchange drawn on a banker and payable on demand. Bills of exchange are used primarily in international trade, and are written orders by one person to his bank to pay the bearer a specific sum on a specific date. Prior to the advent of paper currency, bills of exchange were a common means of exchange. Exceptions Under the Code, the following are not negotiable instruments, although the law governing obligations with respect to such items may be similar to or derived from the law applicable to negotiable instruments: Bills of lading and other documents of title, which are governed by Article 7 of the Code. However, under admiralty law, a bill of lading may either be a negotiable or 'order' bill of lading or a nonnegotiable or 'straight' bill of lading. Deeds and other documents conveying interests in real estate, although a mortgage may secure a promissory note IOUs Letters of credit, which are governed by Article 5 of the Code

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Assignment On Laws Affecting Businesses Labor Law Labor law mediates the relationship between workers (employees), employers, trade unions and the government. Collective labor law relates to the tripartite relationship between employee, employer and union. Second, individual labor law concerns employees' rights at work and through the contract for work. The labor movement has been instrumental in the enacting of laws protecting labor rights in the 19th and 20th centuries. Labor rights have been integral to the social and economic development since the Industrial Revolution. Contract of employment The basic feature of labour law in almost every country is that the rights and obligations of the worker and the employer between one another are mediated through the contract of employment between the two. This has been the case since the collapse of feudalism and is the core reality of modern economic relations. Many terms and conditions of the contract are however implied by legislation or common law, in such a way as to restrict the freedom of people to agree to certain things to protect employees, and facilitate a fluid labour market. In the U.S. for example, the majority of state laws allow for employment to be "at will", meaning the employer can terminate an employee from a position for any reason, so long as the reason is not an illegal reason, including a termination in violation of public policy. Minimum wage There may be law stating the minimum amount that a worker can be paid per hour. This varies country to country and depends on the living standard. The minimum wage is usually different from the lowest wage determined by the forces of supply and demand in a free market, and therefore acts as a price floor. Each country sets its own minimum wage laws and regulations, and while a majority of industrialized countries has a minimum wage, many developing countries have not. Living wage The living wage is higher than the minimum wage. All industrialized countries are discussing Living wage, while many developing countries are still grappling with minimum wage. Working time The law working time was made as people were sent to work longer than they could without a break. People could also not get wages for their extra work and to control this, this law was established so that workers would need to be working only for a particular time. Before the Industrial Revolution, the workday varied between 11 and 14 hours. With the growth of industrialism and the introduction of machinery, longer hours became far more common, with 1415 hours being the norm, and 16 not uncommon. Use of child labour was commonplace, often in factories. In England and Scotland in 1788, about two-thirds of persons working in the new water-powered textile factories were children. The eight-hour movement's struggle finally led to the first law on the length of a working day, passed in 1833 in England, limiting miners to 12 hours, and children to 8 hours. The 10-hour day was established in 1848, and shorter hours with the same pay were gradually accepted thereafter. The 1802 Factory Act was the first labor law in the UK.

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Assignment On Laws Affecting Businesses Health and safety Other labour laws involve safety concerning workers. The earliest English factory law was passed in 1802 and dealt with the safety and health of child textile workers. Occupational safety and health is an area concerned with protecting the safety, health and welfare of people engaged in work or employment. The goals of occupational safety and health programs include to foster a safe and healthy work environment. OSH may also protect co-workers, family members, employers, customers, and many others who might be affected by the workplace environment. Occupational safety and health can be important for moral, legal, and financial reasons. All organisations have a duty of care to ensure that employees and any other person who may be affected by the companies undertaking remain safe at all times. Moral obligations would involve the protection of employee's lives and health. Legal reasons for OSH practices relate to the preventative, punitive and compensatory effects of laws that protect worker's safety and health. OSH can also reduce employee injury and illness related costs, including medical care, sick leave and disability benefit costs. OSH may involve interactions among many subject areas, including occupational medicine, occupational hygiene, public health, safety engineering, industrial engineering, chemistry, health physics, industrial and organizational psychology, ergonomics, and occupational health psychology. Anti-discrimination Anti-discrimination law refers to the law on the right of people to be treated equally. Some countries mandate that in employment, in consumer transactions and in political participation people must be dealt with on an equal basis regardless of sex, age, race, ethnicity, nationality, sexual orientation, gender identity and sometimes religious and political opinions. Unfair dismissal International Labour Organization states that an employee "can't be fired without any legitimate motive" and "before offering him the possibility to defend himself". The court considered that the two-years period of "fire at will" (without any legal motive) was "unreasonable", and contrary to convention no. 158, ratified by France. Child labor Child labor was not seen as a problem throughout most of history, only becoming a disputed issue with the beginning of universal schooling and the concepts of laborers and children's rights. Child labor can be factory work, mining or quarrying, agriculture, helping in the parents' business, having one's own small business (such as selling food), or doing odd jobs. Ethical Treading Initiative The ETI Base Code is founded on the conventions of the International Labor Organization (ILO) and is an internationally recognized code of labor practice. 1. Employment is freely chosen There is no forced, bonded or involuntary prison labor.

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Assignment On Laws Affecting Businesses Workers are not required to lodge "deposits" or their identity papers with their employer and are free to leave their employer after reasonable notice. 2. Freedom of association and the right to collective bargaining are respected Workers, without distinction, have the right to join or form trade unions of their own choosing and to bargain collectively. The employer adopts an open attitude towards the activities of trade unions and their organizational activities. Workers representatives are not discriminated against and have access to carry out their representative functions in the workplace. Where the right to freedom of association and collective bargaining is restricted under law, the employer facilitates, and does not hinder, the development of parallel means for independent and free association and bargaining. 3. Working conditions are safe and hygienic A safe and hygienic working environment shall be provided, bearing in mind the prevailing knowledge of the industry and of any specific hazards. Adequate steps shall be taken to prevent accidents and injury to health arising out of, associated with, or occurring in the course of work, by minimizing, so far as is reasonably practicable, the causes of hazards inherent in the working environment. Workers shall receive regular and recorded health and safety training, and such training shall be repeated for new or reassigned workers. Access to clean toilet facilities and to potable water, and, if appropriate, sanitary facilities for food storage shall be provided. Accommodation, where provided, shall be clean, safe, and meet the basic needs of the workers. The company observing the code shall assign responsibility for health and safety to a senior management representative. 4. Child labor shall not be used There shall be no new recruitment of child labor. Companies shall develop or participate in and contribute to policies and programmers which provide for the transition of any child found to be performing child labor to enable her or him to attend and remain in quality education until no longer a child; "child" and "child labor" being defined in the appendices. Children and young persons under 18 shall not be employed at night or in hazardous conditions. These policies and procedures shall conform to the provisions of the relevant ILO standards.

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Assignment On Laws Affecting Businesses 5. Living wages are paid Wages and benefits paid for a standard working week meet, at a minimum, national legal standards or industry benchmark standards, whichever is higher. In any event wages should always be enough to meet basic needs and to provide some discretionary income. All workers shall be provided with written and understandable Information about their employment conditions in respect to wages before they enter employment and about the particulars of their wages for the pay period concerned each time that they are paid. Deductions from wages as a disciplinary measure shall not be permitted nor shall any deductions from wages not provided for by national law be permitted without the expressed permission of the worker concerned. All disciplinary measures should be recorded. 6. Working hours are not excessive Working hours comply with national laws and benchmark industry standards, whichever affords greater protection. In any event, workers shall not on a regular basis be required to work in excess of 48 hours per week and shall be provided with at least one day off for every 7 day period on average. Overtime shall be voluntary, shall not exceed 12 hours per week, shall not be demanded on a regular basis and shall always be compensated at a premium rate. 7. No discrimination is practiced There is no discrimination in hiring, compensation, access to training, promotion, termination or retirement based on race, caste, national origin, religion, age, disability, gender, marital status, sexual orientation, union membership or political affiliation. 8. Regular employment is provided To every extent possible work performed must be on the basis of recognized employment relationship established through national law and practice. Obligations to employees under labor or social security laws and regulations arising from the regular employment relationship shall not be avoided through the use of labor-only contracting, sub- contracting, or home-working arrangements, or through apprenticeship schemes where there is no real intent to impart skills or provide regular employment, nor shall any such obligations be avoided through the excessive use of fixed-term contracts of employment. 9. No harsh or inhumane treatment is allowed Physical abuse or discipline, the threat of physical abuse, sexual or other harassment and verbal abuse or other forms of intimidation shall be prohibited. Regulatory Laws Regulatory laws are standards that affect how businesses operate in specific situations. While most business laws are regulatory in some way, there are several categories of legislation that apply more to certain

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Assignment On Laws Affecting Businesses industries than others. These include environmental laws and building code laws set forth by both the federal government and state governments. There are also regulatory laws for international trade and most types of business licensing. Tax Laws Tax laws control how a business must report its financial status to the government. The IRS, for example, specifies many different methods that businesses must use when reporting income and expenses. The accrual method of accounting is required for businesses over a certain size and depreciation schedules must be chosen from a limited number of options, and additional methods have their own regulations. Many of these laws are in accordance with generally accepted accounting principles, but some are notable deviations, such as government-allowed depreciation schedules. Reporting Laws Reporting laws control how businesses must report their finances to investors and the government. These laws set standards that incorporated businesses must meet and are necessary for transparency purposes. Reporting laws are similar to tax laws but are more concerned with preventing fraud and misconduct. They are affected by legislation such as the Sarbanes Oxley Act. Advertising & Marketing Law Marketing and advertising ones products or services effectively is key to the success of ones business. However, all businesses have a legal responsibility to ensure that any advertising claims are truthful, not deceptive and that ones marketing activities dont break the law. The Federal Trade Commission (FTC) oversees and regulates advertising and marketing law in the United States. These laws can potentially impact many areas of ones business, including how you label your products, how you conduct email and telemarketing campaigns, any health and environmental claims you may make, as well as how you advertise to children. Below you will find links to useful FTC resources and guides that can help you understand these laws and how they apply to your business. Truth in Advertising and Marketing Claims Refer to this guide to learn how you can ensure your promotion activities are truthful and not deceptive. Areas covered include using endorsements in your marketing, advertising to children, Made in the USA labels and health and environmental claims. Industry Guides The FTC has some rules and compliance guides for specific industries including franchises, real estate, clothing manufacturers, and others. Check out this guide for information on laws that could affect your industry or business type. Telemarketing Learn how the National Do Not Call Registry and other laws impact your telemarketing efforts and how to comply. Email SPAM Planning an email campaign? The law is very specific on what email you can send and to whom. Learn more in this guide. Advertising Frequently Asked Questions (FAQs) Answers to small business owner FAQs about marketing and advertising law.

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Assignment On Laws Affecting Businesses Finance Law Antitrust, bankruptcy, and securities laws protect the financial interests of small businesses and individual investors. In this section, you will find an overview on these important laws and how to comply. If the business is facing bankruptcy, you will also find information on this process. Antitrust Laws Refer to this guide from the Federal Trade Commission for information on how antitrust laws work. Antitrust laws promote vigorous competition and protect consumers from anticompetitive mergers and business practices. Bankruptcy In addition to offering tips and resources that can help you avoid bankruptcy, check out this guide for an explanation of bankruptcy options, the process and the tax consequences. Securities Law If your business sells publicly traded securities, then you will need to comply with certain financial and reporting obligations. These include creating clear Securities and Exchange Commission (SEC) disclosure documents and complying with Sarbanes-Oxley. This guide from the SEC provides a gateway to information for smaller companies. Intellectual Property Law If youve got a great idea, logo, business name, or even an invention, you need to protect it. The steps involved in filing for patents, trademarks or copyrights are covered in this section, along with additional resources that can help you safeguard your intellectual properties, such as having employees or vendors sign non-disclosure agreements. Understand Intellectual Property and How to Protect your Business This business guide from STOPfakes.gov is an essential starting point for understanding your intellectual property rights and finding the right protection for your business. Applying for a Patent Learn more about how to apply for a patent through the U.S. Patent and Trademark Office (USPTO). Registering a Trademark or Service Mark Find out how to file for trademark or service mark protection for your business name, symbols and logos. Copyright your Work Books, movies, digital works, and musical recordings are all examples of copyrighted works. Refer to this guide from U.S. Copyright Office for more information on what protection copyright affords and the process of copyrighting your work. Online Business Law Whether selling on eBay, or operating an e-commerce site, there are several laws that you must comply with such as how and when to collect sales tax. Learn more about laws for online businesses. 1. Collecting Sales Tax Online If you run a business with a physical storefront, collecting sales tax is straightforward. You charge your customers the sales tax required by the jurisdiction where your business is located. For example, if you operate a retail store in Nashville, Tenn., you collect both state and local sales taxes from customers buying merchandise at your store. But suppose you start selling your products online. Does that mean you charge customers the same sales taxes that you do to those who are coming into your store? It depends.

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Assignment On Laws Affecting Businesses When to Collect Sales Tax Online If your business has a physical presence in a state, such as a store, office or warehouse, you must collect applicable state and local sales tax from your customers. If you do not have a presence in a particular state, you are not required to collect sales taxes. In legal terms, this physical presence is known as a "nexus." Each state defines nexus differently, but all agree that if you have a store or office of some sort, a nexus exists. If you are uncertain whether or not your business qualifies as a physical presence, contact your state's revenue agency. If you do not have a physical presence in a state, you are not required to collect sales taxes from customers in that state. This rule is based on a 1992 Supreme Court ruling in which the justices ruled that states cannot require mailorder businesses, and by extension, online retailers to collect sales tax unless they have a physical presence in the state. 2. International Online Sales Selling your products online allows for immediate entry into the global marketplace. However, shipping your product overseas presents a few challenges if you have little experience with taxes, duties, customs laws, and consumer protection issues involved with international commerce. If you are just getting started, the following resources will help you to understand legal and regulatory requirements when shipping overseas: Export.gov - E-Commerce Toolbox: This site brings together information and resources the U.S. Department of Commerce and other U.S. government agencies offer to U.S. businesses interested in using the Internet to export their products. Electronic Commerce: Selling Internationally - A Guide for Business Download Adobe Reader to read this link content: As members of the Organization for Economic Cooperation and Development, the United States and 28 other countries have signed on to guidelines that help protect consumer information on the Internet. Privacy Law For many companies, collecting sensitive consumer and employee information is an essential part of doing business. It is your legal responsibility to take steps to properly secure or dispose of it. Financial data, personal information from children, and material derived from credit reports may raise additional compliance considerations. In addition, you may have legal responsibilities to victims of identity theft. The Federal Trade Commission (FTC) regulates and oversees business privacy laws and policies that impact consumers. Check out the following guides from more information on how you can ensure you are compliant. Protecting Consumer Privacy In general, your online and offline privacy policy is your companys pledge to your customers about how you will collect, use, share, and protect the consumer data you collect from them. While not required by law, the FTC prohibits deceptive practices. Learn more in this FTC guide and read 7 Considerations for Crafting an Online Privacy Policy to help you develop yours.

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Assignment On Laws Affecting Businesses Protecting Childrens Privacy Online The law sets out specific guidelines about the online collection of personal information from children under 13. Refer to this guide to see if your site is compliant. Using and Disposing of Consumer and Employee Credit Reports Does your business use consumer or credit reports to evaluate customers creditworthiness? Do you consult reports when evaluating applications for jobs, leases, and insurance? Learn more about your responsibilities for handling this data. Enforcing Data Security and Preventing Identity Theft If you keep sensitive personal information about customers or employees in your files, you are required to have a sound security plan in place to collect only what you need, keep it safe, and dispose of it securely. Develop your plan with help from this FTC guide. Safeguarding Sensitive Financial Data Do you offer your customers financial products or services, like loans, investment advice, or insurance? Learn how to comply with information-sharing practices to safeguard sensitive data. Environmental Regulations Environmental regulations can impact a business at any time. Whether you produce products that could potentially harm the environment, are engaged in agricultural farming, or need to dispose of pollutants or hazardous or non-hazardous waste you must comply with the law. Businesses impacted by disasters such as flooding or fire, are also required to implement clean up plans to avoid pollutants entering and damaging the ecosystem. The Environmental Protection Agency and state agencies enforce environmental laws. To find out what laws impact your business and how you can comply, check out the resources below. EPA Environmental Laws and Regulations Search laws and compliance guides by topic and industry. EPA Small Business Guide Learn more about the laws that apply specifically to small businesses. State Environmental Laws Search this interactive map for information about federal laws that apply in your state, as well as links to your state government website for state-specific laws. Regulation of Financial Contracts If you are conducting business transactions outside of your state, such as borrowing money, leasing equipment, establishing contracts and selling goods, you need to comply with the Uniform Commercial Code (UCC). UCC consists of uniform rules coordinating and simplifying the sale of goods and other commercial transactions throughout the United States. Commercial transactions often occur across state lines. Goods, for example, may be manufactured in one state, distributed in another and sold to a customer in a third state. Banking and credit transactions often occur between financial institutions in one state and customers in another state. For small businesses, UCC comes into effect when borrowing money from an out of state lender or negotiating a lien. Here is what you need to know: Borrowing Money: UCC Filing Statements The Uniform Commercial Code or UCC, as it relates to lending, is a way for each state to have a consistent method of recording the security of a loan.

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Assignment On Laws Affecting Businesses When banks or SBA lenders make secured loans, or loans with collateral, they file a UCC-1 form with the state where the loan agreement is executed. This filing essentially makes the loan security, or collateral, a matter of public record. Without this filing, a lender could run into difficulties, laying claim to the collateral in case of default. Talk to your lender about the process of filing a UCC-1 form. Securing Liens and the UCC If your business provides goods or services on credit, Article 9 of the UCC provides a means for you to secure payment from your debtor. If you are in the construction business, the equivalent law is called a construction lien. Visit your states website for information on filing a lien or finance statement to ensure payment of credit under these laws. The laws vary from country to country, so you should consult an attorney on matters concerning UCC filings, liens and security agreements. Workplace Safety & Health Law As a business owner, providing workers with a safe and healthy workplace is critical to the wellbeing of your employees and the success of your business but it is also the law. Under the Occupational Safety and Health Act (OSHA), employers must provide a workplace free from recognized hazards that cause, or are likely to cause, death or serious physical harm to your employees. The following workplace safety and health resources from the U.S. Department of Labors Occupational Safety and Health Administration will help you understand requirements that apply to your business and how to comply. Find the Workplace Health and Safety Requirements that Apply to You Follow this step-by-step guide to pinpoint which OSHA requirements apply to your workplace and how you can comply. Request an On-Site Consultation Service Get free advice from trained state government staff at your place of work. State-Specific Requirements Some states do operate their own job safety and health programs. Check here to see which states have OSHA-approved plans and the standards they mandate. Training and Educational Programs Take advantage of a wide selection of training courses and educational programs offered by the Occupational Safety and Health Administration for employers.

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Assignment On Laws Affecting Businesses

Bibliography: 1. 2. 3. 4. 5. 6. 7. 8. Business for the 21st Century by Stevenj. Skinner and Jhon M. Ivancevich Elements of law of contract by University of London The business law faculty Legal Information Institute Cornell University school law Center for Policy Dialog Bangladesh Ministry of Labor and Employment Ethical Trading Initiative International Labor Organization

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