ICCSSL Business Law cheat sheet

Common-law formation requires offer, acceptance, consideration, capacity, and legality; UCC Article 2 sales of goods require only offer, acceptance, and consideration.

Mailbox rule: acceptance is effective on dispatch for ordinary contracts; an option is irrevocable only with consideration or a UCC 2-205 firm offer (merchant, signed writing, three months maximum).

UCC 2-207: a definite and seasonable expression of acceptance forms a contract even on different terms; between merchants, additional terms enter unless they materially alter the deal, are objected to, or the offer limited acceptance.

Statute of Frauds categories requiring a signed writing: marriage, one year or more, land, executor promises, suretyship, and goods of $500 or more; signature of the party to be charged is required.

Parol evidence rule excludes prior or contemporaneous agreements contradicting a fully integrated writing; exceptions include ambiguity, fraud, condition precedent, and course of performance or dealing.

Defenses to enforcement: fraud in the factum versus fraud in the inducement, duress, undue influence, mutual mistake, unconscionability, illegality, incapacity, and Statute of Frauds.

Unconscionability generally requires procedural unfairness (surprise, unequal bargaining power) plus substantive oppression (excessive price, one-sided terms) at the time of contracting.

Liquidated damages are enforceable when damages were difficult to estimate at contracting and the stipulated sum is a reasonable forecast; otherwise the clause is an unenforceable penalty.

Anticipatory repudiation must be clear and unequivocal; the non-breaching party may treat it as breach, suspend performance, or await performance for a commercially reasonable time.

Sole proprietorships and general partnerships impose unlimited personal liability; corporations and LLCs shield owners absent veil piercing.

UPA default rules: equal profit sharing, majority vote on ordinary matters, unanimous consent for fundamental changes, and joint and several liability for torts.

Limited partners lose limited liability if they participate in control; LLC members are shielded and a charging order is often the exclusive remedy of a member's personal creditor.

Business judgment rule presumes directors acted in good faith, on an informed basis, and without conflicting interest; the plaintiff bears the burden of rebutting the presumption.

Fiduciary duties are care and loyalty; loyalty covers self-dealing, corporate opportunity, and insider trading, while duty of care claims are exculpable in Delaware but loyalty claims are not.

Veil piercing factors: alter ego, commingling of funds, undercapitalization, failure to observe formalities, and fraud or injustice.

Derivative suits require demand on the board or futility; demand is excused where a majority of directors is conflicted or demand would be wrongfully refused.

Section 16(b) recovers short-swing profits by insiders within six months; Rule 10b-5 requires a material misstatement or omission, scienter, reliance, and damages.

S corporation limits: 100 or fewer shareholders, one class of stock, eligible individuals only; C corporations bear entity-level tax plus shareholder dividend tax.

UCC Article 2 governs transactions in goods; mixed goods-and-services contracts use the predominant purpose test to choose between Article 2 and common law.

Merchant status triggers UCC 2-205 firm offers, the merchant additional-terms rule of 2-207(2), and the implied warranty of merchantability.

Perfect tender rule (2-601) lets a buyer reject nonconforming goods in a single-delivery contract; installment contracts require substantial impairment of the whole (2-612).

Risk of loss: shipment contracts pass risk to the buyer when goods are delivered to the carrier; destination contracts pass on tender at destination; FOB, CIF, and CFR allocate accordingly.

Implied warranties are merchantability (fit for ordinary purpose), fitness for particular purpose (seller knows buyer's purpose and buyer relies), and title or non-infringement.

Disclaimer rules: merchantability disclaimers must mention merchantability and be conspicuous; fitness disclaimers must be in writing and conspicuous; 'as is' disclaims implied warranties in most states.

Cure (2-508): the seller may cure within the contract time, or within a reasonable time after rejection if the seller had reasonable grounds to believe the tender would be acceptable.

Buyer remedies: cover damages (2-712), market-price damages (2-713), incidental and consequential damages; seller remedies include resale, lost profits, and the contract price.

Adequate assurance (2-609) may be demanded on reasonable grounds for insecurity; failure to provide it within 30 days operates as repudiation.

Agency arises by express appointment, implication, estoppel (apparent authority), or ratification; the agent owes duties of loyalty, obedience, care, and accounting.

Apparent authority requires a manifestation by the principal to a third party that reasonably induces reliance; it cannot be manufactured by the agent alone.

Respondeat superior makes a principal liable for an employee's torts within the scope of employment; intentional torts fall outside scope unless foreseeable or job-related.

Employee versus independent contractor tests: common-law right to control, FLSA economic reality factors, and the ABC test used in some states, which presumes employee status.

Employment at will permits termination for any lawful reason; exceptions are public policy, implied contract, and, in some jurisdictions, the covenant of good faith.

FLSA: minimum wage and overtime at 1.5 times the regular rate beyond 40 hours weekly; white-collar exemptions require a salary basis plus duties tests.

NLRA Section 7 protects concerted activity; Section 8(a)(1)-(5) list employer unfair labor practices including interference, discrimination, and refusal to bargain.

Title VII: disparate treatment uses McDonnell Douglas burden-shifting; disparate impact uses the Griggs test; retaliation requires protected activity, adverse action, and causation.

WARN Act requires 60 days' notice for qualifying mass layoffs and plant closings; workers' compensation is generally the exclusive remedy for workplace injury.

Negligence elements: duty, breach, actual cause ('but for'), proximate cause (foreseeability), and damages; res ipsa loquitur permits an inference from exclusive control and ordinary causation.

Strict product liability: a defective condition unreasonably dangerous, existing when the product left the seller's control, causing physical harm; negligence need not be shown.

Defect theories are manufacturing defect, design defect (consumer expectation or risk-utility test), and failure to warn, including foreseeable misuse.

Product liability defenses: assumption of risk, misuse, comparative fault, substantial modification, federal preemption, and statutes of repose.

Defamation elements: defamatory statement of fact, publication to a third party, fault, and damages; public officials and public figures must prove actual malice.

FTC Act Section 5 prohibits unfair or deceptive acts or practices; deception requires a material representation likely to mislead a reasonable consumer.

State UDAP statutes commonly add private rights of action, statutory or multiple damages, and fee shifting, and are often broader than the FTC standard.

Class certification requires numerosity, commonality, typicality, and adequacy, plus predominance and superiority for Rule 23(b)(3) damages classes.

Fraudulent misrepresentation elements: material false statement of fact, scienter, intent to induce reliance, justifiable reliance, and resulting damages.

Negotiability requires a signed writing, an unconditional promise or order to pay a fixed sum, payment on demand or at a definite time, payable to bearer or order, and no other undertaking.

Holder in due course status requires taking for value, in good faith, and without notice of dishonor, defenses, or claims; an HDC takes free of personal defenses but not real defenses.

Real defenses include infancy, duress, fraud in the factum, illegality, bankruptcy discharge, material alteration, and forgery.

Article 9 attachment requires value given, debtor rights in the collateral, and an authenticated security agreement describing the collateral.

Perfection methods: filing a UCC-1 financing statement, possession, control (deposit and investment accounts), automatic PMSI in consumer goods, and certificate-of-title notation.

Priority generally follows first to file or perfect; a purchase-money security interest in goods perfected within 20 days after the debtor receives possession defeats an earlier conflicting interest.

Security interests in real property are mortgages governed by real estate law, not Article 9; Article 9 covers personal property and fixtures.

Repossession must avoid breach of the peace; disposition must be commercially reasonable; strict foreclosure requires notice and consent; deficiency judgments require proper notice.

Indorsement types: blank (bearer), special (names a payee), restrictive ('for deposit only'), and qualified ('without recourse') disclaiming indorser liability.

Sherman Act Section 1 requires a contract, combination, or conspiracy in restraint of trade; horizontal price fixing, bid rigging, and market allocation are per se unlawful.

Sherman Act Section 2 elements: monopoly power in the relevant market plus willful acquisition or maintenance of that power, as distinguished from growth by superior skill.

Clayton Act Section 7 bars mergers whose effect may substantially lessen competition; HSR premerger notification is required above statutory size-of-transaction and size-of-person thresholds.

HHI equals the sum of the squares of market shares; the 2023 U.S. merger guidelines treat roughly 1,800 and above as highly concentrated and a change above 100 as presumptively unlawful.

Rule of reason analysis: define the relevant market, establish market power, show anticompetitive effects, then weigh procompetitive justifications and less restrictive alternatives.

Robinson-Patman Act prohibits price discrimination that injures competition; defenses are cost justification and meeting competition in good faith.

FCPA prohibits bribery of foreign officials and requires accurate books and records and internal controls; liability extends to third-party intermediaries.

GDPR requires a lawful basis for processing, honors data-subject rights, mandates breach notification within 72 hours, and permits fines up to 4% of global annual turnover.

Sarbanes-Oxley requires CEO and CFO certifications, internal control reporting, auditor independence, and whistleblower protections.

Copyright protects original expression fixed in a tangible medium; duration is life plus 70 years for individuals and 95 years from publication for works made for hire.

Fair use factors: purpose and character of the use, nature of the copyrighted work, amount used, and effect on the potential market for the work.

Patentability requires utility, novelty, non-obviousness, and enablement; utility and plant patents last 20 years from filing, design patents 15 years from grant.

The America Invents Act moved the United States to first-inventor-to-file, with a one-year grace period covering the inventor's own disclosures.

Trademark distinctiveness spectrum: generic (unprotectable), descriptive (secondary meaning required), suggestive, arbitrary, and fanciful (strongest).

Trade secret protection requires reasonable secrecy measures and independent economic value; the Defend Trade Secrets Act creates a federal civil cause of action.

License scope defines exclusive versus non-exclusive rights, territory, field of use, and term; generally only an exclusive licensee has standing to sue infringers.

Copyleft licenses such as GPL require derivative works to be licensed on the same terms; permissive licenses such as MIT and Apache 2.0 allow proprietary derivatives with attribution.

DMCA Section 512 gives intermediaries a notice-and-takedown safe harbor; Section 1201 prohibits circumvention of technological protection measures.

Chapter 7 liquidation applies the means test, exempts property, and discharges debts; the trustee liquidates non-exempt assets and distributes under Section 726.

Chapter 11 reorganization features the automatic stay, the debtor in possession, 120-day exclusivity, and confirmation by class acceptance or cramdown.

Chapter 13 is for individual wage earners with regular income and capped secured and unsecured debt, funded through a three-to-five-year plan.

Automatic stay (Section 362) halts collection, litigation, and lien enforcement; relief requires a motion, and willful stay violations can yield actual and punitive damages.

Preference (Section 547): a transfer to a creditor within 90 days (one year for insiders), for antecedent debt, while insolvent, enabling greater recovery than in a Chapter 7.

Section 507 priority: administrative expenses, gap claims, wages up to the statutory cap, employee benefits, and taxes rank ahead of general unsecured claims.

Nondischargeable debts (Section 523) include fraud, student loans absent undue hardship, domestic support, willful and malicious injury, and certain taxes.

Strong-arm power (Section 544) lets the trustee avoid unperfected security interests; fraudulent transfers under Section 548 and state law are also avoidable.

Chapter 11 confirmation requires the best-interests test, feasibility, and absolute priority unless each impaired class accepts the plan.

Model Rule 1.1 requires competent representation: the legal knowledge, skill, thoroughness, and preparation reasonably necessary for the matter.

Confidentiality (Rule 1.6) bars revealing information relating to the representation absent informed consent or an exception such as preventing reasonably certain death or substantial bodily harm.

Current-client conflicts (Rule 1.7) require informed consent where the representation is directly adverse or materially limited; some conflicts are nonconsentable.

Former-client conflicts (Rule 1.9) bar adverse representation in the same or a substantially related matter where confidential information is material.

Rule 1.15 requires client funds to be held in a separate trust account; commingling is prohibited and disputed funds must be kept separate until resolved.

Candor to the tribunal (Rule 3.3) requires disclosure of adverse controlling authority and forbids offering false evidence.

Rule 4.2 bars communication with a represented person about the subject of the representation absent counsel's consent or authorization by law.

Rule 1.13 governs organizational clients: report misconduct up the ladder and, if warranted, to the highest authority or outside the organization.

Fee agreements must be reasonable under Rule 1.5; contingent fees are barred in criminal matters and restricted in domestic relations cases.

CISG applies to international sales of goods between parties whose places of business are in different Contracting States; consumer sales and listed transactions are excluded.

CISG has no consideration requirement and no parol evidence rule; intent is determined from statements and conduct and all relevant circumstances (Articles 8 and 11).

CISG remedies: avoidance for fundamental breach, damages measured by foreseeable loss (Article 74), and mitigation of loss (Article 77).

Incoterms 2020 allocate risk and cost: EXW (buyer at seller's premises), FOB and CIF (risk passes on shipment), DAP and DDP (seller bears delivery and, for DDP, import duties).

UCP 600 governs documentary letters of credit: banks deal in documents rather than goods and require strict compliance with the credit terms.

Export controls: EAR covers dual-use items and deemed exports, ITAR covers defense articles, and OFAC administers sanctions; violations carry civil and criminal penalties.

WTO principles: most-favored-nation treatment, national treatment, and tariff bindings, enforced through the Dispute Settlement Understanding.

Trade remedies: antidumping duties for below-fair-value sales, countervailing duties for subsidies, and safeguards for unforeseen import surges.

Cross-border dispute resolution: choice-of-law rules such as Rome I, New York Convention enforcement of arbitral awards, and ICSID for investor-state arbitration.