Jurisdiction and Business Ethics in Civil Disputes and Contracts - Prof. K. Turner, Study notes of Business and Labour Law

Download Jurisdiction and Business Ethics in Civil Disputes and Contracts - Prof. K. Turner and more Study notes Business and Labour Law in PDF only on Docsity! CHAPTER 3: Civil Dispute Resolution I. Jurisdiction: Power of a court to hear and decide a case; Not every court has the Power to do so. If you go to a court that does not have jurisdiction, the case will be dismissed. A. State Court (Each state has one) i. Subjective matter jurisdiction: Only have the power to hear specific cases (Small claims court only has the power to hear cases under $5,00) ii. Personal Jurisdiction: Jurisdiction over the parties bound by the court 1. The defendant voluntarily subjects himself to the courts order in that state. a. The defendant enters a contract “Forum Selection Clause” that says you are subject to the state of a contract b. The defendant fails to challenge the courts personal jurisdiction by saying “You do not have personal jurisdiction” 2. The defendant is a resident of that state 3. The defendant is served with “process” in the state (Complaint and summons) 4. “Specific Jurisdiction”: The defendant does business, enters/breaches a K or commits a tort in the state and the lawsuit relates to that conduct. 5. “General Jurisdiction”: The defendant has “sufficient minimum contacts” a. Exception: Does not include social ecents iii. In Rem Jur: Real Esate 1. The court can determine ownership of real estate located within their state even though it may impact something whom they don’t have personal jurisdiction over. B. Federal Courts: Not every case can be heard in the Federal Court i. Subject Matter: The power to address the subject matter of the case 1. Exclusive SMJ: a. Federal Crimes must go to the federal Court b. Bankruptcy c. Intellectual property (Patents, trademarks, etc) 2. Concurrent SMJ: Can go to either the federal court or the state court a. Federal Question Jurisdiction b. Diversity Jurisdiction i. A resident of 1 state/country sues a resident of a different state/country and must be > $75,000 CHAPTER 6: Business Ethics I. Moral Philosophies A. Ethical Fundamentalism: Approach that when deciding what to do, you look to some external source that dictates what is right and what is wrong. -External Source: Codes of Conduct B. Ethical Relativism: There is NO absolute morality. Rather you need to look at the culture or the circumstance of the decision. Draw backs: Always try to justify your behavior. C. Teology: (Outcome based) What matters is the consequences of your action. Consequences dictate what is right and what is wrong 1. Egoism: Maximize your self interest- That is the right thing to do. 2. Utilitarianism: Outcome based. Under this theory, what is right is what is the greatest good for the greatest number. a.Costs/Benefits b.Strengths 1. Efficient 2. Objective 3. Suitable for businesses c.Weakness 1. Ignores rights/justice 2. Problems of measurement D. Deontology: (Duties/ Rights based) 1. Kant: a.Golden Rule: Do unto others as you would like done unto you b.Right to be treated as an “End” 2. Social Justice/ Fairness: What is ethical is what is fair a. “Veil of Ignorace”: We should look at what a group of hypothetical people and their job is to distribute in a veil of ignorance ( Not knowing their capabilities ) 3. Duty of Care: The idea is that we have a higher duty of care to those whom we have a relationship (vs. utilitarianism). 4. Virtue Ethics: Idea that when deciding what to do, you would act in a virtuous way (Honesty, respectful, hardworking, loyal). I. Offer : Made by the offeror A. Elements a. Must have evidence that the offeror objectively intends to be bound i. Objectively intends: What your intent APPEARS to be bound ii. Subjectively intends: What you really meant (Does not count in court) b. AND definite/ reasonable certainty as to material (most important terms) i. Can you identify the parties, subject matter, is consideration spelled out?, quanity ($$$). [Unless both sides subsequently act as though they are in a K] c. AND communication from offeror to offeree directly B. Specific Offer Rules: a. Ads are NOT offers. They are simply providing information about a product. i. Exception: High specific regarding the nature/ # of goods/ services and what offeree must do to accept. b. Auctions are NOT offers. i. Exception: Auctioneers reserve the right to reserve. Unless auctioneer says “Will sell to the highest offer”, because this is specific. c. Rewards ARE offers to enter unilateral K’s because they are very specific. i. Unless you didn’t know a reward was being given out (Communication is missing) C. Duration/Termination of Offers a. Expiration i. Terms of offer: “Offeror is the Master of their offer” offeror gets to say when offer will end. ii. OR “Reasonable Time”: Depends on the time b. Revocation ( Cancellation ): An offeror can revoke offer any time prior to the acceptance. This is true even if they said they were going to keep the offer open. i. Recovation is effective when it is “received” 1. Exception: Offer to the general public ii. Exceptions to the General Revocation Rule: 1. Option K: Offeree pays offeror to keep the offer open 2. Firm Offer for the sale of goods, U.C.C iii. Irrevocable for time stated (max= 3months) 1. Offeror is a “merchant”, regularly sells the item 2. Signed/ Written 3. States that it will be held open iv. C.I.S.G. (Commercial deals). 1. Doesn’t have to be a merchant and doesn’t have to be written. 2. An offer indicated it would be held open. 3. OR offeree acted in “reasonable” reliance on offer being held open 4. OR Offer to enter a unilateral K. (You perform) a. Once the offeree begins performance, the offer is irrevocable for the amount it would “reasonably take them to finish” c. Promissory Estoppel i. Offeror made an offer (Promisor/Promisee) ii. Acted in reliance iii. Offeree suffered consequences iv. Offeror must compensate the offeree d. Rejection: Not interested in the offer. The K is overwhen the other party rejects. e. Counteroffer: Not a K f. Death Incapacity g. Destruction (House is destroyed) h. Subsequent Illegality II. Acceptance (Valid Acceptance)? A. Elements a. Evidence must indicate that Offeree intends to be bound b. AND “On the terms” of the offer i. Common Law (Real Estate): 1. Mirror Image Rule: In order to be valid, it must mirror the offer on every important term ii. U.C.C. “Battle of the Forms” 1. Is there a K? a. Definite and Timely expression of acceptance created a binding K EVEN if it adds or changes a term(s) of the offer. UNLESS the acceptance is expressly conditioned on offeror agreeing to the added and/or changed terms. 2. What are the terms of the K? a. Unless both parties are merchants, terms of the K = terms of the offer b. If both parties are merchants i. Changed terms are not automatically included unless 1. Offeror objects 2. OR Original offer limited acceptance to its terms. iii. C.I.S.G 1. Definite and timely expression of acceptance creates a binding K even if it adds/changes term(s) a. Unless: i. Acceptance is expressly conditioned ii. Or Offeroror Objects iii. Or Original Offer limited acceptance iv. The added/ changed term(s) is material III. Communication A. Method i. “Offeror is the Master of their Offer” ii. Or “Reasonable” method 1. When effective? a. Offeror is master of their offer b. Or Mailbox rule: Timely acceptance properly dispatched via stipulated/reasonable method is effective upon dispatch 2. Silence is not acceptance unless a. Offeree imposes a duty to respond b. OR Course of Conduct/ Prior to dealins. 3. CISG: Acceptance is effective upon receipt.