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Ⅰ.INTRODUCTION1

Law in General: Its Classification and Sources1

The Sources of Law4

Enacted or Written Law5

Common or Unwritten Law6

Commercial Law and Its Study7

What May Be Acquired by a Study of Business Law8

PART Ⅰ LAW OF CONTRACT13

Ⅱ.CONTRACT DEFINED13

Definition14

Kinds of Contracts16

Validity of Contracts18

Ⅲ.THE FORMATION OF CONTRACTS: （1） PARTIES20

Party Defined20

1. Infants or Minors20

2. Insane Persons25

3. Drunkards26

4. Married Women27

Ⅳ.THE FORMATION OF CONTRACTS: （2） OFFER AND ACCEPTANCE29

Introductory29

A Serious Intention to Enter into an Agree-ment Is Necessary30

The Offer and Acceptance Must Be Definitely Made33

Ignorance of Contract Terms Forms No Excuse35

Communication of Intention Is Necessary to Make an Offer36

Offer May Be Withdrawn Before Accept-ance38

Absence of Time Limit for Acceptance ImpliesReasonable Diligence39

Rejection or Counter Proposition Closes an Offer40

Acceptance of an Offer Bind’s Both Parties41

Ⅴ.THE FORMATION OF CONTRACTS: （3） REALITY OF CONSENT43

1. Mistake44

2. Fraud45

What Constitutes a Fraud45

Statement of Opinion Differing from the Statement of Fact45

Is Silence a Fraud?47

3. Duress or Force49

4. Undue Influence49

Ⅵ.THE FORMATION OF CONTRACTS: （4） CONSIDERATION AND （5） LEGALITY52

Definition and Necessity of Consideration52

The Inadequacy of Consideration Usually Has No Effect upon the Binding Force of Contract54

Insufficient Consideration Discussed55

1. Moral Consideration55

2. Past Consideration56

3. Impossible Consideration56

The Doing of a Legal Duty Is No Considera-tion57

Contracts Under Seal57

Legality of the Contract58

Particular Classes of Illegal Agreements58

Wager Contracts58

Contracts in Restraint of Trade59

Restraint of Marriage60

Injuring Public Service60

Usurious Agreement60

Sunday Agreement60

Ⅶ.THE FORM AND EXPRESSION OF A CONTRACT62

Introductory62

Oral Contracts62

Implied Contracts63

Written Contracts64

The Famous Statute of Frauds and Perjuries64

The Form of a Contract66

Contracts Under Seal67

The Parol Evidence Rule67

Ⅷ.THE TRANSFER AND DISCHARGE OF CONTRACTS69

The Transfer of Contracts69

1. Transfer by Subsequent Agreement70

2. Transfer by Operation of Law72

The Discharge of Contracts73

1. Discharge by Performance73

2. Discharge by Agreement74

3. Discharge by Breach74

4. Discharge by Impossible Performance75

a. Destruction of Subject Matter76

b. Changed Laws76

c. Death or Disability77

d. Act of Law77

e. Act of Parties77

5. Discharge Through the Operation of Law78

PART Ⅱ LAW OF AGENCY83

Ⅸ.THE FORMATION OF AGENCY83

Introduction83

Definition83

Classes of Agents83

1. Agency Created by Express Grant84

Power of Attorney85

2. Agency Implied from Conduct or Re-lationship86

A. From Conduct86

B. From Relationship86

3. Agency Presumed Through Estoppel87

4. Agency Created by Ratification87

Ⅹ.RIGHTS AND OBLIGATIONS OF PRIN-CIPALS89

Agnts and Their Parties89

1. The Agent’s Obligations Towards His Principal89

2. The Agent’s Obligations Towards Third Parties92

3. The Principal’s Obligations Towards His Agent93

4. The Principal’s Obligations Towards Third Parties95

5. The Obligations of the Third Parties Towards the Principal96

6. The Obligations of Third Parties To-wards the Agent97

ⅩⅠ.THE TERMINATION OF AGENCY99

1. Termination of Agency by Agree-ment99

2. Termination of Agency by Perform-ance99

3. Termination of Agency by Breach100

4. Termination of Agency by Impos-sibility101

5. Termination of Agency by Bankruptcy101

ⅩⅡ.MASTER AND SERVANT； OR EM-PLOYER AND EMPLOYEE102

Duties of the Master102

The Master’s Liability104

How a Servant May Be Discharged106

1. Willful Disobedience of Reasonable and Lawful Order106

2. Gross Moral Misconduct106

3. Incompetency or Permanent Disability106

4. Habitual Neglect in Performance of Duties107

PART ⅢLAW OF SALES111

ⅩⅢ.DEFINITIONS AND EXPLANATIONS111

“Sales of Goods” as a Subdivision of Law111

Definition111

Sales Distinguished from Other Transactions113

Sales and Bailments Distinguished113

Sales and Gifts Distinguished114

ⅩⅣ.WARRANTIES IN SALES116

Warranty Defined116

Express Warranties116

Caveat Emptor117

Implied Warranty118

a. Warranty of Title118

b. Warranty of Quality119

c. Sale by Description120

d. Sale by Sample120

Remedies for Breach of Warranty121

ⅩⅤ.THE TRANSFER OF OWNERSHIP123

1 . When the Title Passes to the Buyer123

Risk of Loss125

2. What Title Passes to the Buyer126

a. Negotiable Instruments127

b. Where the Owner Deceives the Third Person as to the Title127

c. Two Purchasers of the Same Goods127

ⅩⅥ.THE RIGHTS OF THE SELLER OF PERSONAL PROPERTY130

1. The Seller’s Right to Set Aside the Contract if the Buyer Has Been Guilty of Fraud130

2. The Seller’s Lien to Secure Payment of the Purchase Money132

3. The Seller’s Right of Stoppage in Transit133

ⅩⅦ.THE RIGHTS OF THE BUYER OF PERSONAL PROPERTY135

1. The Buyer’s Right to the Exact Performance According to the Agreement by the Seller135

2. The Seller’s Right to a Clear Title to the Property Purchased138

PART Ⅳ LAW OF NEGOTIABLE INSTRUMENTS141

ⅩⅧ.NATURE AND FORMS OF NEGOTI-ABLE INSTRUMENTS141

Nature and Origin of Negotiable Instru-ments141

Forms of Negotiable Instruments143

1. Promissory Notes143

Promissory Note Defined and Illustrated143

Parties to Promissory Notes144

Special Forms of Promissory Notes145

2. Bills of Exchange146

Bills of Exchange Defined and Il-lustrated146

Bills of Exchange in Sets147

Parties to Bills of Exchange147

Special Forms of Bills of Exchange147

Another Form of Bill of Exchange or Draft or a Trade Acceptance148

3. Checks148

Definition of Check148

Parties to Checks149

Rights of the Holder Against the Bank149

ⅩⅨ.REQUISITES OF NEGOTIABLE IN-STRUMENTS151

Purpose of Formal Requisities151

The Formal Requisites Stated151

1. What Is Meant by “ in Writing”151

2. What Is Meant by “ Unconditional or Absolute Promise”153

Reference to Transaction or Con-sideration154

Reference to a Particular Fund or Account155

3. What Is Meant by “A Certain Sum of Money ”155

4. What Is Meant by “ Payable on Demand ”157

5. What Is Meant by “ Determinable Future Time”157

6. What Is Meant by “ Payable to Bearer or to Order ”158

7. What Is Not Required160

ⅩⅩ.NEGOTIATION OF NEGOTIABLE PA-PERS162

Negotiation Defined162

Negotiation May Be Accomplished in Two Ways162

Kinds of Indorsements163

Indorsement in Blank163

Special Indorsement164

Qualified Indorsement166

Conditional Indorsement166

Restrictive Indorsement166

Indorser’s Warranties167

1. That the Instrument Is Genuine and in All Respects What It Purports to Be167

2. That He Has a Good Title to It167

3. That All Prior Parties Had Capacity to Contract167

4. That the Instrument Is at the Time of Indorsement Valid168

ⅩⅩⅠ.RIGHTS OF TRANSFEREE169

Holder in Due Course Must Take Paper by Proper Indorsement if It Is Necessary170

Holder in Due Course Must Give Value for the Instrument170

Holder in Due Course Must Acquire Paper in Good Faith171

Holder in Due Course Must Acquire Paper Before Due172

The Party Who Purchased the Paper from a Holder in Due Course Is a Holder in Due Course172

Right of a Holder in Due Course Against the Party Primarily Liable173

Classification of Defenses174

1. Personal Defenses174

Fraud in the Inducement174

Lack of Consideration175

Failure of Consideration and Breach of Contract175

Payment Before Maturity176

Set-off176

Theft or Lack of Delivery177

2. Real Defenses177

Want of Capacity to Make a Binding Contract178

Forgery Is a Good Defense that Can Be Made Against a Holder in Due Course178

Fraud in the Inception or Execution178

Material Alteration179

ⅩⅩⅡ.LIABILITY OF PARTIES181

Parties Primarily Liable181

Maker of a Note181

Acceptor of a Bill181

Parties Secondarily Liable181

Transferors182

Drawer of a Bill183

Drawer of a Check183

Contract of Accommodation Parties183

Liability of Accommodation Party184

Acceptance for Honor184

ⅩⅩⅢ.PROCEDURE TO CHARGE PARTIES SECONDARILY LIABLE186

General Statement186

Presentment for Payment187

Presentment Required187

Day for Presentment188

Place of Presentment188

Presentment — by Whom189

Presentment—to Whom189

Presentment for Payment Excused189

Presentment for Payment Waived189

Notice of Dishonor 19oThe Requirement Stated 19oTo Whom to Be Given191

By Whom to Be Given191

How Given191

Due Notice by Mail192

Where to Be Sent192

Notice Dispensed with193

Protest of Bills of Exchange193

Inland Bill—Foreign Bill193

Certificate of Protest194

By Whom Protest Is to Be Made194

Time of Protest195

Place of Protest195

Protest for Better Security195

Waiver of Protest195

Protest Dispensed with195

Delay in Making Protest Excused196

ⅩⅩⅣ.DISCHARGE OF NEGOTIABLE IN-STRUMENTS197

Meaning of Discharge197

Discharge of the Paper Itself197

Discharge by Payment197

Payment of Party Accommodated197

By Intentional Cancellation by the Holder198

By Acquisition of the Paper at or After Maturity by the Principal Debtor198

Discharge of Parties Secondarily Liable198

In General198

Failure to Present for Payment199

Intentional Cancellation of Signature by Holder199

By Valid Tender of Payment by Prior Party199

By Release of Principal Debtor199

By Extension of Time of Payment199

PART Ⅴ LAW OF PARTNERSHIP203

ⅩⅩⅤ.THE NATURE AND FORMATION OF PARTNERSHIPS203

Introductory Comments203

Business Associations203

Partnership Defined203

Sharing in Profits Not Enough to Con-stitute a Partnership204

Partners Must Be Mutual Owners205

Partners Are All Liable as Principals206

Partnerships Are on the Personal Basis207

Who May Be a Partner207

Partnerships Classified207

An Ordinary Partnership207

A Limited Partnership208

A Joint Stock Company208

The Various Kinds of Partners208

1. Ostensible Partners208

2. Nominal Partners208

3. Secret Partners208

4. Silent Partners208

5. Dormant or Sleeping Partners209

How Formed209

Articles of Copartnership210

The Contract211

The Firm Name212

Partnership Property: Capital213

ⅩⅩⅥ.THE RIGHTS AND OBLIGATIONS OF PARTNERS215

The Relation of a Partner Towards His Fellows as a Principal of the Firm215

Good Faith Between Partners215

Partners Are Co-owners of the Firm’s Property216

The Rule of the Majority217

Partners Cannot Compete217

A Partner’s Right to Deal with the Firm218

The Authority of a Partner as an Agent of the Firm218

General Discussion218

Power of a Partner to Buy and Sell219

Right of Partners to Buy and Sell upon Credit220

Each Partner Is Liable for the Tort Committed by Other Partners220

Limitations of Partners’ Authority220

Partnership Accounts221

Incoming Partners221

Outgoing Partners222

Secret Partners222

A Partner’s Obligations to Firm Credi-tors222

Right to Fellow Assets of Any Partner222

Contests Between the Creditors of the Firm and the Creditors of the Indi-vidual Partner223

ⅩⅩⅦ.THE TERMINATION OF PARTNER-SHIPS225

Causes of Dissolution225

1. Dissolution by Act of Parties225

a. Dissolution by Lapse of Time225

b. Dissolution by Mutual Agree-ment226

c. Dissolution by the Transfer of a Partner’s Interests226

2. Dissolution by Operation of Law226

a. Dissolution by Death of a Partner226

b. Dissolution by Bankruptcy226

3. Dissolution by Court Decree227

Disposition of Assets upon Dissolution227

PART Ⅵ LAW OF CORPORATION231

ⅩⅩⅧ.CORPORATIONS DISCUSSED IN GENERAL231

The Corporation as a Legal Person231

Powers of a Corporation in General232

A Charter Essential232

Corporations de Facto and de Jure233

The Purposes of Incorporation233

Kinds of Corporations234

How Corporations Are Formed235

Capital Stock236

ⅩⅩⅨ.THE POWERS OF A CORPORATION238

The Powers Inherent in Corporate Ex-istence238

In General238

Power to Sue and Be Sued, to Contract,and to Own Property238

Power to Commit Crimes238

Power to Commit Tort238

Express Charter Powers239

In General239

Statement of Powers239

Implied Powers239

Implied Power to Do All that Is Necessary to Accomplish the Main Purpose for Which the Corporation Is Created240

Implied Power to Own Real Estate240

Implied Powers to Borrow and Lend Money240

Effect of Ultra Vires241

Right of Stockholders to Prevent Ultra Vires241

Right of Either Party to an Executory Contract Ultra Vires to Repudiate It241

Where Benefits Have Been Received by a Corporation241

ⅩⅩⅩ.THE CORPORATE STRUCTRE243

The Charter243

The By-laws243

The Stockholders243

The Directors245

The Executive Officers246

The President246

The Secretary246

The Treasurer247

Other Officers247

The Employed Staff247

ⅩⅩⅩⅠ.THE RIGHTS AND OBLIGATIONS OF STOCKHOLDERS249

Their Rights249

A Stockholder’s Right to Dividends249

A Stockholder’s Right to Subscribe for New Stock249

A Stockholder’s Right toVote at Corporate Meetings250

A Stockholder’s Right to Inspect the Company’s Book and Interfera in the Management of Its Affairs250

Their Obligation251

Their Liability on Stock Subscription251

ⅩⅩⅩⅡ.THE TERMINATION OF CORPORA-TIONS254

1.Termination of Corporation by Agerrment254

2.Termination of Corporation by Performance255

3.Termination of Corporation by Breach255

4.Termination of Corporation by Imppossibility255

5.Termination of Corporation by Bankruptcy or Insolvency256

Comparative Difference Between Part-nership and Corporation257

PART Ⅶ LAW OF INSURANCE263

ⅩⅩⅩⅢ.INSURANCE DISCUSSED IN GENERAL263

Insuiance Terms in Common Use264

Kinds of Companies265

Kinds of Insuiance265

1.Property Insuiance265

a.Fire Insuiance266

b.Marine Insuiance266

c.Casualty Insuiance266

2.Personal Insuiance266

a.Life Insuiance266

b.Accident Insuiance266

c.Credit Insuiance266

d.Employer's Liability Insuiance266

e.Automobile Liability Insuiance266

ⅩⅩⅩⅣ.FIRE INSURANCE268

Insuiable Interest Necessary268

Utmost Good Faith Required269

Assignment of Interest in the PolicyV271

Notice and Proof of Loss271

ⅩⅩⅩⅤ.LIFE INSURANCE273

Kind of Policies273

1.Straight Life273

2.Term Insurance273

3.Limited Payment274

4.Annuity Insurance274

Insurable Interest274

Warranty,Representation,and Concealment275

Suicide and Execution for Crime276

Notice and Proof of Death277

ⅩⅩⅩⅥ.SUNDRY INSURANCE CONTRACTS278

Marine Insurance278

Accident Insurance279

Burglary Insuiance280

Plate Glass Insuiance280

Automobile Insuiance280