University of St. Thomas
School of Law
Prof. Szto
Office: 423
Email: szto5501@stthomas.edu
Law 700 (4 credits)
Mondays and Wednesdays, 10-11.55am
Room 446
Business Associations
Syllabus—Spring 2011
Course Description
This course introduces basic concepts in agency and partnership law as well as
the law of corporations under the Model Business Corporation Act. We will
examine fundamental legal rights and duties between corporate shareholders,
directors and officers. We will cover the legal issues of both closely held and
publicly held corporations, as well as those of hybrid organizations like limited
liability partnerships and limited liability companies. We will briefly touch on
fundamentals of corporate finance and federal regulation of corporate share
trading.
Learning Objectives
a)
b)
c)
d)
Fundamental principles of justice in business associations law;
Role of business counsel;
Case and statutory analysis, legal reasoning, and problem-solving;
Collaborative learning and public communication skills.
Required Texts & Supplement
(1) Daniel S. Kleinberger, Agency, Partnerships, and LLCs: Examples &
Explanations, Third Edition, Aspen Law & Business. ISBN: 978-0-7355-5856-4
(2) Hamilton, Macey, Moll, Corporations including Partnerships and Liability
Liability Companies (Eleventh Edition). ISBN: 978-0-314-20516-2. West
Publishing.
(3) O'Kelley and Thompson, Corporations and Other Business Associations
Selected Statutes, Rules, and Forms, 2010. Aspen Press ISBN:
9780735590625.
Learning Environment/Community and Procedures
Welcome to Business Associations!
Pedagogy
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Our class includes case and statutory discussions, explanations of legal
principles and class exercises, including ungraded quizzes (may be
unannounced).
Participation
Attendance, punctuality, and preparedness are required.
I will call on students regularly. I also love students volunteering and
sharing their expertise and experiences. If there is a particular case or topic that
you would like to volunteer for, please let me know. We will also use
collaborative group exercises and role-plays. If you cannot hear another
speaker, please let the class know.
You may also participate in an optional group presentation (five people
may form a group), which will count towards evaluation of your participation (see
below). These should relate to a specialized topic in business associations.
Depending on the topic and number of participants, presentations may be 15-20
minutes in length.
If you have any special circumstances concerning participation, please
also let me know so we can arrange the appropriate accommodations.
Name Cards
To facilitate participation and getting to know each other, please always
display a name card in class. Nonuse of a name card will be included in
evaluation of your participation
You may also have an opportunity to give a “Last Minute Intro.” We will
also have optional lunches to foster our community.
Profile Forms
A Profile Form will be available on Blackboard after classes begin. Kindly
submit one with photograph in hard copy by Wednesday, March 2. Late
submission or non-submission will affect evaluation of your participation. At your
discretion, in addition to providing me a hard copy, you may also post this on
Blackboard for class viewing.
Attendance
We will take attendance beginning Wednesday, February 2. A seating chart
will also be available after that time. You may not miss more than five classes.
Attendance will be verified by signatures on sign-in sheets.
If you exceed the number of permitted absences, you may be
administratively withdrawn from the course. Accommodations may be made for
students who must be absent for religious reasons and in cases of truly
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compelling hardship. Please inform me of this as soon as possible in person and
by email to szto5501@stthomas.edu
Laptop use/Technology
Laptops may be used for taking notes and directed class exercises. Laptop
privileges may be withdrawn for using laptops for other purposes. No other
technology may be used.
Grading
Your final grade will be based on a closed book final examination at the
end of the semester. The format of the exam will be essay and multiple-choice. I
may adjust your grade up or down a half-step (e.g., B+ to A-) for either superior
or inferior class participation (e.g., attendance, punctuality, preparedness,
volunteering and noncompliance with laptop/technology policy).
As noted above, participants have the option of making group
presentations on specialized corporation topics. These presentations will be
considered in evaluating class participation. Groups may consist of five people.
Feedback
You will have an opportunity to provide formal feedback mid-way and at
the end of the course. Please let me know if you have any questions, comments
or suggestions at any other time!
Office Hours
Office hours are Mondays and Wednesdays, 2.00-2.45pm, 4.45-5.45pm,
and by appointment.
This syllabus is subject to change.
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Assignments
I. Agency Law
1) Wednesday, January 19
Introduction to Business Associations
Formation of the Agency Relationship
Hamilton, p.1-6, 15-17
Kleinberger, Chapter 1:1-18
2010 O’Kelley and Thompson Statutory Supplement, Restatement (2d)
Agency, Sect. 1 & 15. Restatement (3rd) Agency, Sections 1.01 through
1.04.
2) Monday, January 24
Duties and Obligations of Agents and Principals
Kleinberger, Chapter 4: 137-149; 155-159
Restatement (2nd) Agency, Sections 376-440 that are in Supplement (no
need to read sections that are missing from Supplement)
Restatement (3rd) Agency, Sections 8.01-8.15.
3) Wednesday, January 26
Binding the Principal in Contract
Kleinberger, Chapter 2: 19-45; 50-64
Restatement (2d) Agency, 4, 7, 8, 8A, 26, 27, 33, 140, 161, 320-322, 326,
329, 331
Restatement (3rd) Agency, 2.01-2.07, 3.01-3.05, 4.01-6.10
4) Monday, January 31
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Binding the Principal in Tort
Kleinberger, Chapter 3: 89-119
Restatement (2nd) Agency §219, 220, 343
Restatement (3rd) Agency §7.01, 7.02, 7.03
5) Wednesday, February 2
Termination of the Agency Relationship
Distinguishing Agency from Other Relationships
Agent’s Liability on Contract to Third Party
Kleinberger, Chapter 4: 149-153; Chapters 5 & 6: 177-189; 195-206
Restatement (2nd) Agency §117, 118, 119, 396
Restatement (3rd) Agency §3.06, 3.07, 3.08, 3.09, 3.10, 3.11
II. Sole Proprietorships, Partnerships and Limited Liability Companies
6) Monday, February 7
Sole Proprietorships
The General Partnership: Introductory Concepts
Hamilton, Chapter 1, p.1-6; 9-11; Chapter 3, p. 39-40
Kleinberger, Chapters 7: 215-237
Supplement: Uniform Partnership Act (1914) [UPA] §6, 7, 9, 18
Uniform Partnership Act (1997) [RUPA] §201, 202
7) Wednesday, February 9
The General Partnership: Management Issues and Fiduciary Duties
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Kleinberger, Chapter 9: 269-300 (skim)
Hamilton, Chapter 3, Management—Summers v. Dooley (p.51), National
Biscuit Co. v. Stroud (p. 53)
Fiduciary Duties-Meinhard v. Salmon (p.76); Bane v. Ferguson (p.89)
UPA §18-22
RUPA §401, 403, 404
8) Monday, February 14
General Partnership: Power to Bind the Partnership
Inadvertent Partnerships
Kleinberger, Chapter 10: 311-327 (skim)
Hamilton, Roach v. Mead (p.71); Martin v. Peyton (p.40); Smith v. Kelley
(p.49)
UPA §9, 12, 13, 14, 15, 16, 17
9) Wednesday, February 16
General Partnership: Dissolution
Kleinberger, Chapter 11, skim p. 347-382
Hamilton, p. 109-111, 133-135 Collins v. Lewis (p.111), Meehan v.
Shaughnessy (p.95)
Expulsion—Bohatch v. Butler & Binion (p.123)
UPA §29-43
10) Monday, February 21
Limited Partnerships
Limited Liability Partnerships
Limited Liability Limited Partnerships
Introduction to Limited Liability Companies
Hamilton, 1106-1119; 1163-1169; 1179-1181; 1182-1192
Kleinberger, Chapters 12 (skim 425-450) and 13 (skim 455-467)
11) Wednesday, February 23
Limited Liability Companies
Kleinberger. Chapters 14 (skim p.469-500) and Chapter 15 (skim p.505545)
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Hamilton, 1182-1192, 1295-1296, Taghipour v. Jerez (p.1193), Premier v.
Sieg (p. 1215), VGS v. Castiel (p. 1236), Poore (p. 1290)
Further Assignments to be posted