Business Law/Contracts – BUSG 2305
Fall Semester 2012
CRN: 83501
A, Course Overview:
This course is aimed to introduce students the basic but practical knowledge of business law.
The central of this course, therefore, places on the most relevant parts of business laws which
are: (1) Tort Law; (2) Contracts Law; (3) Agency law and (4) Business Organization law.
Certainly, only key knowledge of law that future businessman/woman should have some
certain basic understanding, are introduced in this course.
In addition, this course also targets at enhancing student’s senses of justice and business
ethics. For those reasons, a number of ethical considerations to promote the idea of peaceable
living and working, equality, sustainable development, and the responsibility of business to
the broader society will be addressed.
The comparative law approach will be pioneered in a number of topics. The main task is to
introduce comparable Vietnam law in addition to the US law to bring you with relevant and
practical legal knowledge. Students are expect to use English version of Vietnamese laws
B, Class time:
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Mon: 14:40 – 16:10, 16:20 – 17:50
Room: 201 – Saigontech Tower, Quang Trung campus
C, Instructors Information:
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Phan Dinh Tuan Anh
Email: tuananh@thien-an.co
D, Student Learning Outcomes (SLOs):
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SLO 1: Comprehend the importance law, social responsibility and ethics in business
and life- to foster student’s spirit of law, the sense of fairness, justice
SLO 2: Demonstrate the abilities to understanding legal & ethical concepts and their
reasons.
SLO 3: Demonstrate abilities of applying a range of legal concepts and ethical
principles to solve transactional and strategic issues/disputes in businesses and life.
SLO 4: Explain and describe how to operate a business in a non-negligent manner,
in accordance with requirements of a general tort law, business law and business
ethics (specifically operating a business in a non-tortuous manner)
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SLO 5: Discuss how to settle a disputes a minimize time spent in expensive litigation.
SLO6: Demonstrate professional English communication skills by conducting oral
presentations, leading group discussions, reading case law, and submitting wellstructure essays with citation.
SLO 7: To understand about the content and the practical application of the
comparable Vietnamese law with the topic of US Law.
E, Course Material:
Textbook:
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Kubsek, Browne, Herron, Mayer, Barkacs, Dhoogle, Williamson 2009, Dynamic
Business Law, Mcgraw-hill
Vietnam Laws library: www.luatvietnam.vn/
References books on ethics:
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Boatright.J 2006, Ethics and The Conduct of business, Pearson Hall
Thiroux & Krasemann 2009, Ethics: Theory and Practice
H.H Dalai Lama 1999, Ethics for the New Millennium
F, Anti-plagiarism Policy:
This course requires student to follow either Harvard style or Foot-notes system to avoid
plagiarism in all assignment. Assignment which is identified with serious and deliberate
plagiarism will be assessed as “fail”.The length of direct quotations from case law and
other material should not exceed 25% the total length of your assignment. Without
appropriate excuse, 5% total mark deduction will be applied for everyday of late submission
and 100% deduction will be applied for the submission after the fourth day from the deadline.
If you have any further question about citation systems, please do not hesitate to seek
assistance from English department or from the course instructor.
G, Assessments:
Student performance will be assessed by the completion the following assessment:
1.
2.
3.
4.
5.
Class Participation:
Class Exercises (5 assignments x 6% each):
Group Presentation:
Mid-term Exam:
Final Exam:
10%
30%
10%
25%
25%
Total:
100%
(For the assignment schedule, please see the syllabus)
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1. Class Participation (10%):
For this assessment, students’ performance is assessed based on student’s participation in
class discussion. This assessment has two forms of (1) Group Discussions and (2) Lecture
participation:
(i) Group Discussions: Students are required to work in small groups in order to answer
questions raised by the instructor regarding: case law or other legal issues.
(ii) Lecture participation: Students are also required to give the input to the lectures.
2. Class Exercises (30%):
There will be five small assignments, 6% each, will be assigned to you during the course.
Students can choose to do this assignment in group with the maximum member of 5 students
per group. Students are expected to try their best to comply with anti-plagiarism policy.
3. Group Presentation (10%):
Every group is required to present their work in Class Exercises in front of the class once.
The aim of this assessment is to examine the co-operation ability of students when dealing
with legal issues as well as their ability to present and defend their arguments before the
public
The same plagiarism policy applied for this assignment as for the class exercises.
4. Mid-term exam (25%):
The Mid-term exam consists of two parts: multiple choice questions section (30%) and essay
section (70%). Please try your best to obey the examination rules as there will be no tolerance
for cheating of any kind.
5. Final exam (25%):
The Final exam consists of two parts: multiple choice questions section (30%) and essay
section (70%). Please try your best to obey the examination rules as there will be no tolerance
for cheating of any kind.
The final grade will be evaluated based on the final score as below:
Grade
A
B
C
D
F
Final Score
90-100
80-89
70-79
60-69
0-59
The passing grade of this course is D.
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H, The syllabus:
Week 1
Lecture 1: Introduction To law and Ethics Reasoning
Required reading:
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An Introduction to Dynamic Business Law (Chp.1, textbook)
Business Ethics ( Chp.2, textbook)
Topics:
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Course Overview
Introduction to the structure of the US legal system (US Constitution),
Vietnam legal system (Vietnam Constitution)
Justice, rule of law, human right, and corporate social responsibility
Legal and ethical reasoning
Introduction to the course's objectives, course structure, teaching and
studying approach
Learning Objectives:
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To have an overview of law and different legal systems (SLO 1,7)
To have understanding of teaching and studying methods in this class.
To be capable of identifying approaches for legal reasoning and ethical
reasoning (SLO 2,7)
Week 2
Lecture 2: Tort Law I
Negligent and Strict Liability
Required reading:
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
Tort Law (Chp.8, text book)
Negligence and Strict Liability (Chp.9, textbook)
Additional:
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Boatright 2006, (Chp.1)
Thiroux & Krasemann 2009 (Chp.1)
Topics:
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Introduction to Tort law ( Intentional Torts vs. Unintentional Torts),
classification of Intentional Torts
Damages available in Tort Cases
Elements of Negligence ( Duty of care, Breach of Duty, Causation,
Damages)
Plaintiff’s Doctrines
Defences to Negligent
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Strict liability
Introduction on ethics
Learning Objectives:
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To demonstrate the ability in identifying and reasoning in Tort cases
(Negligent and Strict liability) (SLO 2)
To understand the strategy to minimize the Tort-risks ( specifically
Negligent risk) in conducting business (SLO4)
To be able to synthesize and to apply the studied knowledge (with legal
and ethical reasoning) to solve disputes in some practical cases and
(SLO3)
To understand the nature of Ethical Issues in Business World and
apprehend why business manager should be moral (SLO 1)
To understand about the content and the practical application of the
comparable Vietnamese law with the topic of US Law. (SLO 7)
Week 3
Lecture 3: Tort Law II
Product Liability
Required reading:
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Product liability (Chp.10, textbook)
Additional:
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Boatright 2006 (Chp.2)
Thiroux & Krasemann 2009 (Chp.2)
Topics:
Product Liability:
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Theories about the liability for defective products
Strict Product Liability
Warranty
Market Share liability
Learning Objectives:
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To understand the application of Tort law in the context of product
liability and its implication for firm. (SLO2)
To be able to synthesize and to apply the studied knowledge (with legal
and ethical reasoning) to solve disputes in some practical basic cases
and (SLO3)
To know to how reduce the risk of product liability from manufacturebusiness perspective and from consumer perspectives. (SLO 4)
To understand the basic theory of morality and its application in
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business: Utilitarianism (SLO 5)
To understand about the content and the practical application of the
comparable Vietnamese law with the topic of US Law. (SLO 7)
Class Exercise I (SLO1,2,3,4&6)
Week 4
Lecture 4: Contract Law
Agreement
Required reading:
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Introduction to Contracts (Chp.13, textbook)
Agreement ( Chp.14, textbook)
Introduction to Sales and Lease Contract (Chp.21, textbook)
Additional:
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Boatright 2006 (Chp.3)
Thiroux & Krasemann 2009 (Chp.3)
Topics:
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Definition and classification of contract
Offer & Acceptance framework
UCC law version of Offer& Acceptance framework
Unilateral Contract and Quasi Contract
Learning Objectives:
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To understand different classification of Contract and the legal
framework governing contract law. (SLO2)
To demonstrate the ability to conduct legal reasoning in order to
identify valid and invalid contract. (SLO 3)
To be aware of issue should take into account in concluding a valid
contract and avoid costly litigation later (SLO3 & SLO 5)
To be able to synthesize and to apply the studied knowledge (with legal
and ethical reasoning) to solve disputes in some practical cases (SLO3)
To understand the basic theory of morality and its application:
Deontology (SLO1)
To understand about the content and the practical application of the
comparable Vietnamese law with the topic of US Law. (SLO 7)
Class exercise II ( SLO1, 2,3,6)
Week 5
Lecture 5: Contract Law
Consideration
Required reading:
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Consideration (Chp.15)
Additional:
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Boatright 2006 (Chp.3)
Thiroux & Krasemann 2009 (Chp.4)
Topics:
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Definition and rules regarding consideration
Promissory estoppels
Illusory promise
UCC law regarding consideration
Liquidated debt and unliquidated debt
Accord and Satisfactory
Learning Objectives:
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To understand different rules relating to consideration- the crucial
element of the law of contract (SLO2)
To apply this knowledge to practical cases (SLO 3)
To be aware of issue should take into account in concluding a valid
contract and avoid costly litigation later (SLO3 & SLO 5)
To understand the basic theory of morality and its application: Virtue
Ethics (SLO1)
To understand about the content and the practical application of the
comparable Vietnamese law with the topic of US Law. (SLO 7)
Week 6
Lecture 6: Contract Law II
Capacity-Legality-Legal Assent
Required reading:
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Capacity and Legality (Chp. 16, textbook)
Legal Assent (Chp.17, textbook)
Additional:
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Thiroux & Krasemann 2009 (Chp.5)
Topics:
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Legal Capacity: Minor
Restraint of trade
Exculpatory Clause
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Mistake
Misrepresentation
Undue influence/Duress
Learning Objectives:
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To demonstrate the ability to conduct basic legal reasoning in order to
identify void and avoidable contract based on Capacity, Legality,
mistake, misrepresentation. (SLO2)
To be aware of issues which should be taken into account in
concluding a valid and performing contract and avoid expensive
litigation (SLO 3 & 5)
To be able to synthesize and to apply the studied knowledge (with legal
and ethical reasoning) to solve disputes in some practical cases) (SLO
3
To understand the basic theory of morality and its application:
Absolutism versus Relativism (SLO 1)
To understand about the content and the practical application of the
comparable Vietnamese law with the topic of US Law. (SLO 7)
Week 7:
Consolidation + Exercises
Week 8
Mid-term Exam
Tort Law and Contract Law
Multiple Choice: Closed Book
Essay Exam: Open Books and Permitted Materials
Week 9
Lecture 7: Contract Law
Performance Obligation for Sale contract
Required reading:
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Performance and Obligation under sale and lease (Chp.23, textbook)
Additional:
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Boatright 2006 (Chp.4)
Topics:
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Performance obligation under UCC law perfect tender rule & good
faith
Exception to perfect tender rule
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Learning Objectives:
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To understating contractual performance obligation under UCC law
and CISG law, the obligation of party after the delivery. (SLO 2)
To be able to apply this knowledge in the process negotiating and
drafting contract and avoid expensive litigation (SLO 3 & 5)
To be able to synthesize and to apply the studied knowledge (with legal
and ethical reasoning) to solve disputes in some practical case. (SLO
3)
To be able to apply solve ethical theories in business issue: Whistleblowing (SLO 1)
To understand about the content and the practical application of the
comparable Vietnamese law with the topic of US Law. (SLO 7)
Class exercise III (SLO 1,2,3,5,6)
Lecture 8: Contract Law
Remedies for Breach of contract
Week 10
Required reading:
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Discharge and Remedies (Chp.20, textbook)
Remedies for Breach of Sale and Lease Contract (Chp.24, textbook)
Boatright 2006 (Chp.13)
Topics:
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Discharge a contract (performance/ material breach/ mutual agreement,
operation of law)
Remedy
Issues in Vietnamese contract Law
Brief overview about performance obligations of sale and lease
contract & Remedy framework available for breach of sale and lease
contract
Learning Objectives:
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To understand different scenarios to discharge a contract along with
remedy framework available (SLO2)
To comprehend some basic strategies in drafting contract to deal with
the issue of breach of contract and remedy with the aim of avoiding
disputes and expensive litigation (SLO 3 & 5)
To be able to synthesize and to apply the studied knowledge (with legal
and ethical reasoning) to solve disputes in some practical cases (SLO
3)
To be able to apply solve ethical theories in business issue: Ethics and
Corporations (SLO 1)
To understand about the content and the practical application of the
comparable Vietnamese law with the topic of US Law. (SLO 7)
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Week 11
Lecture 9: Sale contract
Warranties
Required reading:
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Warranties (Chp.25, textbook)
Additional:
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Boatright 2006 (Chp.14)
Topics:
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Brief overview about performance obligations of sale and lease
contract & Remedy framework available for breach of sale and lease
contract
Learning Objectives:
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To have a brief overview of different kind of warranties and its
legal/ethics implication (SLO 1, 2)
To have understand of how to organize and to conduct business in
compliant with warranties liabilities and avoid expensive litigation
(SLO 4 & 5)
To apply knowledge to solve disputes in some basic cases (SLO 3)
To understand about the content and the practical application of the
comparable Vietnamese law with the topic of US Law. (SLO 7)
Class exercise IV (SLO 1,2,3,6)
Week 12
Lecture 10: Agency Law
Reading:
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Agency Formation and Duties (Chp.33, textbook)
Liability to Third Parties and Termination (Chp.34, textbook)
Additional:
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Thiroux & Krasemann 2009 (Chp.16)
Topics:
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How is an agency relationship created?
What are the duties of agent and the duties of principal?
What are the contractual liabilities of principal and the agent?
How does tort legality apply to the agent relationship?
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How can agency relationships be terminated?
Learning Objectives:
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To understand the basic concept: of agency relationship, and the right
of duties of agent and principals, the liabilities of agent and principal’s
to the third-parties; and know how to lawfully terminate the agency
relationship. (SLO 2)
To be able to synthesize and to apply the studied knowledge (with legal
and ethical reasoning) to solve disputes in some practical cases of
agency relationship. (SLO 3)
To understand some ethical and legal aspects in order to established
harmonious and sustainable agent-principle relationship (SLO 4 & 1)
To be able to apply solve ethical theories in business issue:
Environmental Ethics (SLO1)
To understand about the content and the practical application of the
comparable Vietnamese law with the topic of US Law. (SLO 7)
Class Exercise V ( SLO 1,2,3,4,6)
Week 13
Lecture 11: The Laws of business Organization
Reading covers:
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Form of Business Organization (Chp.35, textbook)
Partnership: Nature, Formation and Operation (Chp.36, textbook)
Additional:
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Boatright 2006 (Chp.5)
Topics:
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Introduction to major form of business organizations
Nature, Formation of Partnership
Interaction between Partners and between Partner and Third
Learning Objectives:
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To understand the strengths, the differences and the application of
different business form (SLO 2)
To have a critical awareness of the nature of partnership; to know the
issues in forming a partnership, and to understand the liability of
partner toward each other and to the third party (SLO2)
To have a critical awareness of corporation, its classification,
characteristics and power, to know the issues in forming a partnership,
and to understand the liability of shareholder, director and shareholder
toward each other and to the third party (SLO2)
To be able to apply solve ethical theories in business issue: TradePage 11 of 13

Week 14
secret and conflicts of interest (SLO 1& 4)
To understand about the content and the practical application of the
comparable Vietnamese law with the topic of US Law. (SLO 7)
Lecture 12: The Laws of business organization/ Consolidation
Consolidation + Exercises
Reading covers:
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Corporation: Formation and Financing (Chp.38)
Corporation: Director, Officers, and Shareholder (Chp.39)
Topics:
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Corporate nature and power
Characteristics and classification of Corporations
Legal process of forming a corporation
Corporate financing
Role, duties, liability and rights of Director, officers, and shareholder
Broad overview about merger & acquisition (purchase of asset, stock
and takeovers process)
Issue in Vietnam law on Corporation
Learning Objectives:
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Week 15
To get understanding of corporation, its classification, characteristics
and power (SLO2)
To understand the position and the interactions among directors,
officers and shareholders within a corporation and solve some basic
issues (SLO2 &3)
To understand the legal aspect of forming and financing new
corporation (SLO2)
To have awareness of legal aspect of merger and acquisition process
(purchase of asset, stock, and takeovers) (SLO2)
To understand about the content and the practical application of the
comparable Vietnamese law with the topic of US Law. (SLO 7)
Final Exam
Multiple Choice: Closed Book
Essay Exam: Open Book and Permitted Materials
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Week 16
Exam Marking-Scheme Explanation and Final Discussion
Main-text:
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Final Exam paper
Additional:
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H.H Dalai Lama, Ethics for the New Millennium
H.H Dalai Lama, beyond religion, Ethics of Our time
Topic:
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Questions and answers about the final exam
Presentation
Discussion about contemporary ethic issues
Learning Objectives:
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Apply legal and ethical reasoning to solve practical business issues
(SLO3)
Improve presentation skill ( written and spoken communication) in
term of logical and professionalism (SLO6)
To understand the some key ethical issue for the 21st century (SLO1)
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