Business Law

legislature

legislature

national, local level

enacts statutes, acts, decrees

European parliament and specific regulations

can be delegated → regulation

executive

implements

monitors

enforces

judiciary

dispute resolution

lex mercatoria

a set of rules created by merchants to regulate their mutual dealings

international public law

rules between states or state actors

international private law

rules between private parties and international dimension

european union law

order by a delegation of powers from eu states. EU makes common rules its member states in specific area.

EU takes precedence over domestic

public law

the part of law in which the government plays a role

• criminal law

• constitutional law - creation of legislation, gov powers

• administrative law - social security law, environmental law, tax law

• international law

private law

• family law

• contract law

• tort law - civil suits

• property law

• international law

legal subjects

• natural persons - human beings

• juridical person (legal)

• person capable of having rights and obligations

• companies, associations, foundations, etc

juridical act

an act performed with intention to bring about legal effects

validity

effectiveness is not a condition for validity

• Informed voluntary consent

• Legal age

• Legal capacity (mental or legal state)

void

non existent

• contract resulting in restraint of trade or legislation - contract void

• prohibited contract = void

contract law approaches

• civil law approach: performance rather than damages

  • no performance = forced by law

• common law approach: damages rather than performance

  • view of contract as a economic device

unequal bargaining position

contract law assumes equal position for all parties

the protects unequal positions

• labour law

• consumer protection

solutions:

• contract in writing

• information duties

valid contract criteria

• acceptance

• consideration

• legal intent

• competency

pre-contractual liability

the obligation to compensate damage caused by negotiating a contract without the intention to conclude it and by terminating contractual negotiations without just cause.

• used in civil court arguing fairness

offer

a statement by one party of willingness to enter into a contract on stated terms

• any form of communication

• made to a specific person but can be addressed to a group

termination of an offer

• rejection

• withdraw

• lapse of contract

• death of offeror

• counteroffer

defect in consent

reasons to void contract

• mistake

• fraud

  • deceit

  • if the deceit is caused by a third party the benefitting party cannot take advantage of the contract if they knew or were supposed to

• coercion

• exploitation

• injustice

• subject matter

  • morality

  • impossible

  • illegal activity

• cause/motive

injustice

• captured by mistake, fraud and exploitacion

• law exceptions for the state, state agencies and incapacitated ( minors or mentally impaired)

  • unjust deviation of 20% from the contract price

  • time limits

company

legal structure separate from natural person

• every company is a merchant

• any transaction

people involved in a company

• shareholders

• employees

• board

• regulators

• stakeholders

advantages of a company

• multiple sources of funding

• multiple sources of experience and expertise

• limited liability

disadvantages of a company

• sharing profit

• making decisions

• taxation

company rule book

• memorandum

• articles of association

• company constitution

• how company appoints/removes officers

• shareholder meetings

• capital

• company objectives

contribution investment

• in cash or in kind

• contribution of labor permitted

• social influence or reputation cannot be considered a contribution

types of companies

• sole proprietor

• general or commercial partnership

• professional or public partnership

• private limited company

european structures

• european economic interest grouping

  • pooling resources

  • minimises barriers

  • produce better results

• european cooperative society

  • members must be based in different countries

holding company

• parent company

• owns 51% of another company

• cannot own shares in another holding company

• exercises control through appointing directors

• specified in memorandum

• consolidated balance sheets required by law

directors

• not all companies

  • some managers who are shareholders hold the same function

  • personally liable for mistakes when undertaking their duties in a public company

intellectual property

• Intellectual property right = your right to protect your intellectual creation and commercialize it.

• Preserving the balance between liability in making profit and societal benefit

patent

exclusive right granted for an invention which is a product or a process

• new

• innovative

• capable of industrial application

• 20 years

copyright

rights of creators over their literary and artistic works

• time bound

  • until end of authors life +70 years

  • for corporation ( 95 years after publication or 120 years after creation)

• obtained by creating work

trademark

a sign capable of distinguishing the goods or services of one enterprise from those of other enterprises

• registered at trademark office

• required fees

liability

• Legal relation that binds the customer to the company (in case of problems)

  • Duty of care is owed

  • Duty is breached

  • Damage is present

  • Damage is caused by act or act of omission

four elements of liability

• mistake

• damage

• responsible party

• compensation

responsible party

• manufacturer

  • negligence

  • breach of warranty

  • fault based liability

• operator

  • wilful misconduct

• distributor

  • wrong delivery

  • breaking upon delivery

• consumer

  • wrong usage

• state

  • not enforcing laws

• its a chain

• fault based liability

• strict liability

strict liability

when a defendant is liable for committing an action, regardless of what his/her intent or mental state was when committing the action

fault based liability

wrong doing is able to blame on something or someoen’s mental capacity

labour law actors

• workers

• employing entities

• states

• unions

EU labour law

informing conditions and co-working

consulting workers

issues covered by EU labour law

• working hours

• protection for new forms of employment

• teleworking

• minimum wages

• workers health and safety

• work-life balance

• gender equality

• workers mobility within eu

use for international labour laws

• competition

• world peace

• social justice

• consolidation of national labour legislation

• source of inspiration for national action

international labour organisation instruments

• freedom of association and protection of the rights to organise convention 1948

• right to organise collective bargaining convention 1949

• forced labour convention 1930

• abolition of force labour convention 1957

• discrimination conevntion 1958

• equal remuneration convention 1951

  • equal pay for men and women for work of equal value

• minimum age convention 1973

tortfeasor

a person committed tort

• caused harm to legally protected interest

liability approaches

• strategic approaches: company passes on product liability costs to consumers

• operations approach: warranties and warnings/failures