Tuesday, November 5, 2019

Business Law Essay Example for Free (#16)

Business Law Essay What is Business Law? Businesses interact in many and varied ways. To name just a few types of business transactions, there are contracts, mergers and acquisitions, leasing, etc. How these transactions are carried out is overseen by Business Law. Additionally, how businesses are formed is a large part of Business law. This area of law is very wide-ranging, although it deals primarily with defining the rights and responsibilities of businesses, rather than enforcing these laws. Because of its extensive scope, Business law has spawned a large number of legal practice area subcategories, which include Sales and Secured Transactions, Banking, Landlord-Tenant, Mortgages, Real Estate Transactions, Debtor and Creditor, Bankruptcy, Consumer Credit, Negotiable Instruments, and Contracts. Business law and Commercial law are very closely related, so much so that the terms are often used interchangeably and the legal issues they address frequently overlap. The Uniform Commercial Code (UCC) is the principal presiding authority over commercial transactions. Business.gov helps small businesses understand their legal requirements and locate government services from federal, state and local agencies. Business.gov is an official site of the U.S. Small Business Administration. * Commercial Law / Business Law – Definition Commercial law (sometimes known as business law) is the body of law that governs business and commercial transactions. It is often considered to be a branch of civil law and deals with issues of both private law and public law. Commercial law includes within its compass such titles as principal and agent; carriage by land and sea; merchant shipping; guarantee; marine, fire, life, and accident insurance; bills of exchange and partnership. It can also be understood to regulate corporate contracts, hiring practices, and the manufacture and sales of consumer goods. Most aspects of running a business have some legal consequences. Whether your business is just starting up, expanding, or winding down, you must comply with the federal, state, and local laws that govern your business activities. A great many common law rulings, statutes, administrative rules and legislation make up the practice and interpretation of employment law. Its governance falls under the umbrella of both federal and state statutes, as well as administrative regulation and judicial precedent. When workers file claims for employment discrimination, unemployment compensation and workers’ compensation, these claims fall under employment law. Likewise, overseeing workplace safety and standards, fair wages, retirement and pensions, employee benefits, and much more, are part of this wide-ranging legal area. Employment law deals with both the employer and the employee’s actions, rights and responsibilities, as well as their relationship with one another. A well-known, prevalent administrative regulatory body for employment law is the Department of Labor, which exists on both the federal and the state level.The elaws Advisors are interactive e-tools that provide easy-to-understand information about a number of federal employment laws. Each Advisor simulates the interaction you might have with an employment law expert. It asks questions and provides answers based on responses given. Self-Employment Assistance offers dislocated workers the opportunity for early re-employment. The program is designed to encourage and enable unemployed workers to create their own jobs by starting their own small businesses. Under these programs, States can pay a self-employed allowance, instead of regular unemployment insurance benefits, to help unemployed workers while they are establishing businesses and becoming self-employed. Participants receive weekly allowances while they are getting their businesses off the ground. A corporation is a legal entity created through the laws of its state of incorporation. Individual states have the power to promulgate laws relating to the creation, organization and dissolution of corporations. Many states follow the Model Business Corporation Act.State corporation laws require articles of incorporation to document the corporation’s creation and to provide provisions regarding the management of internal affairs. Most state corporation statutes also operate under the assumption that each corporation will adopt bylaws to define the rights and obligations of officers, persons and groups within its structure. States also have registration laws requiring corporations that incorporate in other states to request permission to do in-state business.There has also been a significant component of Federal corporations law since Congress passed the Securities Act of 1933, which regulates how corporate securities are issued and sold. Federal securities law also governs req uirements of fiduciary conduct such as requiring corporations to make full disclosures to shareholders and investors. The law treats a corporation as a legal â€Å"person† that has standing to sue and be sued, distinct from its stockholders. The legal independence of a corporation prevents shareholders from being personally liable for corporate debts. It also allows stockholders to sue the corporation through a derivative suit and makes ownership in the company (shares) easily transferable. The legal â€Å"person† status of corporations gives the business perpetual life; deaths of officials or stockholders do not alter the corporation’s structure.Corporations are taxable entities that fall under a different scheme from individuals. Although corporations have a â€Å"double tax† problem — both corporate profits and shareholder dividends are taxed — corporate profits are taxed at a lower rate than the rates for individuals.Corporate law has important intersections with contracts and commercial transactions law. A generic term for shares of stock, bonds, and debentures issued by corporations and governments to evidence ownership and terms of payment of dividends or final payoff. They are called securities because the assets or profits of the corporation or the credit of the government stand as security for payment. However, unlike secured transactions in which specific property is pledged, securities are only as good as the future profitability of the corporation or the management of the governmental agency. Most securities are traded on various stock or bond markets. Securities law exists because of unique informational needs of investors. Securities are not inherently valuable; their worth comes only from the claims they entitle their owner to make upon the assets and earnings of the issuer or the voting power that accompanies such claims. The value of securities depends on the issuer’s financial condition, products and markets, management, and the competitive and regulatory climate. Securities laws and regulations aim at ensuring that investors receive accurate and necessary information regarding the type and value of the interest under consideration for purchase. Securities exist in the form of notes, stocks, treasury stocks, bonds, certificates of interest or participation in profit sharing agreements, collateral trust certificates, preorganization certificates or subscriptions, transferable shares, investment contracts, voting trust certificates, certificates of deposit for a security, and a fractional undivided interest in gas, oil, or other mineral rights. Certain types of notes, such as a note secured by a home mortgage or a note secured by accounts receivable or other business assets, are not securities. * The Setting for Buying and Trading Two principle settings for buying and selling securities exist – issuer transactions and trading transactions. On the one hand, issuer transactions are the means by which businesses raise capital. These transactions involve the sale of securities by the issuer to investors. On the other hand, trading transactions refers to the purchasing and selling of outstanding securities among investors. Investors trade outstanding securities through securities markets that can be either stock exchanges or â€Å"over-the-counter.† Stock exchanges provide a place, rules, and procedures for buying and selling securities, and the government heavily regulates them. Generally, to have their securities sold and bought on a stock exchange, a company must list its securities on a given exchange. The Securities and Exchange Commission (SEC) must approve the stock exchange’s rules before they take effect. Transactions that do not take place on a stock exchange occur in the the residual securities market, known as the over-the-counter market. Only dealers and brokers registered with the SEC may engage in securities business both on stock exchanges and in over-the-counter markets. Most of the broker-dealers serving the public used to be members of the National Association of Securities Dealers (NASD), which served the NASDAQ stock market, but in 2007, the NASD merged with the dealers from the New York Stock Exchange to form the Financial Industry Regulatory Authority (FINRA) a national securities association registered with SEC. Securities regulations focus mainly on the market for common stocks. Both federal and state laws regulate securities. On the heels of the Great Depression, Congress enacted the first of the federal securities laws, the Federal Securities Act of 1933, which regulates the public offering and sale of securities in interstate commerce. This Act also prohibits the offer or sale of a security not registered with the Securities Exchange Commission and requires the disclosure of certain information to the prospective securities’ purchaser. Then, needing an agency to enforce those regulations, Congress established the Securities Exchange Act of 1934, which created the SEC. Since then, Congress has charged the SEC with administering federal securities laws. The 1933 Act’s registration requirements aimed to enable purchasers to make reasoned decisions by requiring companies to provide reliable information. The Securities Exchange Act of 1934 also regulates officers, directors, and principal share holders in an attempt to maintain fair and honest markets. The Act requires that issuers, subject to certain exemptions, register with the SEC if they want to have their securities traded on a national exchange. Issuers of securities registered under the 1934 Act must file various reports with the SEC in order to provide the public with adequate information about companies with publicly traded stocks. The 1934 Act permits the SEC to promulgate rules and regulations to protect the public and investors by prohibiting manipulative devices and contrivances via the mail system or other means of interstate commerce A partnership is a for-profit business association of two or more persons. Because the business component is defined broadly by state laws and because â€Å"persons† can include individuals, groups of individuals, companies, and corporations, partnerships are highly adaptable in form and vary in complexity. Each partner shares directly in the organization’s profits and shares control of the business operation. The consequence of this profit sharing is that partners are jointly and independently liable for the partnership’s debts.Creation, organization, and dissolution of partnerships are governed by state law. Many states have adopted the Uniform Partnership Act. A partner relationship is generally the result of a contract either express or implied with no formal requirements (such as a signed document). This is not the case of a limited partnership where one or more general partners manage business operations and assume personally liable for partnership debts while other contributing/profit sharing partners take no part in running the business and incur no liability beyond contribution obligations.) Limited partnerships are governed in many states by the Uniform Limited Partnership Act . State property law also impacts partnerships by defining ownership in a partnership and determining how the death of a partner changes the partnership structure. Federal law plays a minimal role in partnership law except in the context of a diversity action, or in instances where a partnership agreement contains an effective choice-of-law provision designating the application of federal law. Federal law also governs whether a partnership exists for federal tax purposes. For state and federal tax purposes, a partnership is not a taxable entity. Partnership income is taxable to the partners in proport ion to their share in the company’s profits. Despite their importance to the economy, small businesses are heavily burdened by the costs of government regulation and excessive paperwork. Advocacy research shows that firms with fewer than 20 employees annually spend 45 percent more per employee than larger firms do to comply with federal regulations. Advocacy is an independent voice for small business within the federal government and is the watchdog for the Regulatory Flexibility Act (RFA). Advocacy advances the views and concerns of small business before Congress, the White House, the federal agencies, the federal courts and state policy makers. An arrangement under which a borrower puts up the title to real estate as security (collateral) for a loan to buy the real estate. The borrower typically agrees to make regular payments of principal and interest to repay the loan. If the borrower falls behind (defaults) on the payments, the lender can foreclose on the real estate and have it sold to pay off the loan. A mortgage involves the transfer of an interest in land as security for a loan or other obligation. It is the most common method of financing real estate transactions. The mortgagor is the party transferring the interest in land. The mortgagee, usually a financial institution, is the provider of the loan or other interest given in exchange for the security interest. Normally, a mortgage is paid in installments that include both interest and a payment on the principle amount that was borrowed. Failure to make payments results in the foreclosure of the mortgage. Foreclosure allows the mortgagee to declare that the entire m ortgage debt is due and must be paid immediately. This is accomplished through an acceleration clause in the mortgage. Failure to pay the mortgage debt once foreclosure of the land occurs leads to seizure of the security interest and its sale to pay for any remaining mortgage debt. The foreclosure process depends on state law and the terms of the mortgage. The most common processes are court proceedings (judicial foreclosure) or grants of power to the mortgagee to sell the property (power of sale foreclosure). Many states regulate acceleration clauses and allow late payments to avoid foreclosure. Some states use instruments called deeds of trust instead of traditional mortgages. Three theories exist regarding who has legal title to a mortgaged property. Under the title theory title to the security interest rests with the mortgagee. Most states, however, follow the lien theory under which the legal title remains with the mortgagor unless there is foreclosure. Finally, the intermediate theory applies the lien theory until there is a default on the mortgage whereupon the title theory applies. The mortgagor and the mortgagee generally have the right to transfer their interest in the mortgage. Some states hold that even when the purchaser of a property subject to a mortgage does not explicitly take over the mortgage the transfer is assumed. Mortgages employ due-on-sale and due-on-encumbrance clauses to prevent the transfer of mortgages. These clauses allow acceleration (having the principal and interest become due immediately) of the mortgage. The law of contracts and property govern the transfer of the mortgage’s interest. If the mortgage being foreclosed is not the only lien on the property then state law determines the priority of the property interests. For example, Article 9 of the Uniform Commercial Code governs conflicts between mortgages on real property and liens on fixtures (personal property attached to a piece of real estate). When a mortgage is a negotiable instrument it is governed by Article 3 of the Uniform Commercial Code. A mortgage may be used as a security interest by the mortgage. * Strangely enough, the word mortgage comes from the French word â€Å"mort† which means â€Å"dead† and â€Å"gage† from Old English, which means pledge. The term came from the doubtfulness of whether or not the mortgagor would pay the debt. In the 1500’s, if the mortgagor did not pay, then the land pledged as security for the debt was taken away. The land was then considered â€Å"dead† to the mortgagor. Nowadays, the term mortgage is used as a term for purchasing a property. We no longer associate anyone’s death with it. Although a few lucky people may be in a position to pay all cash for a property, home mortgages are required to purchase a home. Mortgages all have a term (typically 15, 20 or 30 years) representing the length of time before your home is paid off and a rate which determines the principal and interest payment that will be required to be paid during this term. Bankruptcy law provides for the development of a plan that allows a debtor, who is unable to pay his creditors, to resolve his debts through the division of his assets among his creditors. This supervised division also allows the interests of all creditors to be treated with some measure of equality. Certain bankruptcy proceedings allow a debtor to stay in business and use revenue generated to resolve his or her debts. An additional purpose of bankruptcy law is to allow certain debtors to free themselves (to be discharged) of the financial obligations they have accumulated, after their assets are distributed, even if their debts have not been paid in full. Bankruptcy law is federal statutory law contained in Title 11 of the United States Code. Congress passed the Bankruptcy Code under its Constitutional grant of authority to â€Å"establish uniform laws on the subject of Bankruptcy throughout the United States.States may not regulate bankruptcy though they may pass laws that govern other aspects of the debtor-creditor relationship. There are two basic types of Bankruptcy proceedings. A filing under Chapter 7 is called liquidation. It is the most common type of bankruptcy proceeding. Liquidation involves the appointment of a trustee who collects the non-exempt property of the debtor, sells it and distributes the proceeds to the creditors. Bankruptcy involve the rehabilitation of the debtor to allow him or her to use future earnings to pay off creditors. Under Chapter 7, 12, 13, and some 11 proceedings, a trustee is appointed to supervise the assets of the debtor. A bankruptcy proceeding can either be entered into voluntarily by a debtor or initiated by creditors. After a bankruptcy proceeding is filed, creditors, for the most part, may not seek to collect their debts outside of the proceeding. The debtor is not allowed to transfer property that has been declared part of the estate subject to proceedings. Furthermore, certain pre-proceeding transfers of property, secured interests, and liens may be delayed or invalidated. Various provisions of the Bankruptcy Code a lso establish the priority of creditors’ interests. * Small Business Financing – Loans and Grants Federal, state and local governments offer a wide range of financing programs to help small businesses start and grow their operations. These programs include low-interest loans, venture capital, and scientific and economic development grants. The Uniform Commercial Code (UCC or the Code), first published in 1952, is one of a number of uniform acts that have been promulgated in conjunction with efforts to harmonize the law of sales and other commercial transactions in all 50 states within the United States of America. The goal of harmonizing state law is important because of the prevalence of commercial transactions that extend beyond one state. The UCC therefore achieved the goal of substantial uniformity in commercial laws and, at the same time, allowed the states the flexibility to meet local circumstances. The UCC deals primarily with transactions involving personal property (movable property), not real property (immovable property). The U.S. Department of Commerce has a broad mandate to advance economic growth and jobs and opportunities for the American people. It has cross cutting responsibilities in the areas of trade, technology, economic development, environmental stewardship and statistical research and analysis. The products and services the department provides touch the lives of Americans and American companies in many ways, including weather forecasts, the decennial census, and patent and trademark protection for inventors and businesses. The Uniform Commercial Code (UCC), a comprehensive code addressing most aspects of commercial law, is generally viewed as one of the most important developments in American law. The UCC text and draft revisions are written by experts in commercial law and submitted as drafts for approval to the National Conference of Commissioners on Uniform State Laws (now referred to as the Uniform Law Commissioners), in collaboration with the American Law Institute. The Commissioners are all attorneys, qualified to practice law, including state and federal judges, legislators and law professors from the United States and its territories. These quasi-public organizations meet and decide whether to endorse these drafts or to send them back to the experts for revision. The revision process may result in several different revisions of the original draft. Once a draft is endorsed, the Uniform Law Commissioners recommend that the states adopt these rules. The UCC is a model code, so it does not have leg al effect in a jurisdiction unless UCC provisions are enacted by the individual legislatures as statutes. Currently, the UCC (in whole or in part) has been enacted, with some local variation, in all 50 states, the District of Columbia, and the Virgin Islands. AN ACT to enact the uniform commercial code, relating to certain commercial transactions in or regarding personal property and contracts and other documents concerning them, including sales, commercial paper,bank deposits and collections, letters of credit, bulk transfers, warehouse receipts, bills of lading, other documents of title, investment securities, leases, and secured transactions, including certain sales of accounts and contract rights; to provide for public notice to third parties in certain circumstances; to regulate procedure, evidence and damages in certain court actions involving such transactions, contracts or documents; to make uniform the law with respect there to; to make an appropriation; to provide penalties; and to repeal certain acts and parts of acts. * 1-101. Short Titles. (a) This [Act] may be cited as the Uniform Commercial Code. * 1-102. Scope of Article. This article applies to a transaction to the extent that it is governed by another article of [the Uniform Commercial Code]. * 1-103. Construction of [Uniform Commercial Code] to Promote its Purposes and Policies: Applicability of Supplemental Principles of Law. (a) [The Uniform Commercial Code] must be liberally construed and applied to promote its underlying purposes and policies, which are: (1)to simplify, clarify, and modernize the law governing commercial transactions; (2) to permit the continued expansion of commercial practices through custom, usage, and agreement of the parties; and (3) to make uniform the law among the various jurisdictions. (b) Unless displaced by the particular provisions of [the Uniform Commercial Code], the principles of law and equity, including the law merchant and the law relative to capacity to contract, principal and agent, fraud, misrepresentation,mistake, bankruptcy, and other validating or invalidating cause supplement its provisions. * 1-104. Construction Against Implied Repeal. [The Uniform Commercial Code] being a general act intended as a unified coverage of its subject matter, no part of it shall be deemed to be impliedly repealed by subsequent legislation if such construction can reasonably be avoided. If any provision or clause of [the Uniform Commercial Code] or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of [the Uniform Commercial Code] which can be given effect without the invalid provision or application, and to this end the provisions of [the Uniform Commercial Code] are severable. * 1-106. Use of Singular and Plural; Gender. In [the Uniform Commercial Code], unless the statutory context otherwise requires: (1) words in the singular number include the plural, and those in the plural include the singular; and (2) words of any gender also refer to any other gender. Section captions are part of [the Uniform Commercial Code]. * 1-108. Relation to Electronic Signatures in Global and National Commerce Act. This article modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq., except that nothing in this article modifies, limits, or supersedes Section 7001(c) of that Act or authorizes electronic delivery of any of the notices described in Section 7003(b) of that Act. (a) Unless the context otherwise requires, words or phrases defined in this section, or in the additional definitions contained in other articles of [the Uniform Commercial Code] that apply to particular articles or parts thereof, have the meanings stated. (b) Subject to definitions contained in other articles of [the Uniform Commercial Code] that apply to particular articles or parts thereof: (1) â€Å"Action†, in the sense of a judicial proceeding, includes recoupment, counterclaim, set-off, suit in equity, and any other proceeding in which rights are determined. (2) â€Å"Aggrieved party† means a party entitled to pursue a remedy. (3) â€Å"Agreement†, as distinguished from â€Å"contract†, means the bargain of the parties in fact, as found in their language or inferred from other circumstances, including course of performance, course of dealing, or usage of trade as provided in Section 1-303. (4) â€Å"Bank† means a person engaged in the busines s of banking and includes a savings bank, savings and loan association, credit union, and trust company. (5) â€Å"Bearer† means a person in possession of a negotiable instrument, document of title, or certificated security that is payable to bearer or indorsed in blank. (6) â€Å"Bill of lading† means a document evidencing the receipt of goods for shipment issued by a person engaged in the business of transporting or forwarding goods. (7) â€Å"Branch† includes a separately incorporated foreign branch of a bank. (8) â€Å"Burden of establishing† a fact means the burden of persuading the trier of fact that the existence of the fact is more probable than its nonexistence. (9) â€Å"Buyer in ordinary course of business† means a person that buys goods in good faith, without knowledge that the sale violates the rights of another person in the goods, and in the ordinary course from a person, other than a pawnbroker, in the business of selling goods of that kind. A person buys goods in the ordinary course if the sale to the person comports with the usual or customary practices in the kind of business in which the seller is engaged or with the seller’s own usual or customary practices. A person that sells oil, gas, or othe r minerals at the wellhead or minehead is a person in the business of selling goods of that kind. A buyer in ordinary course of business may buy for cash, by exchange of other property, or on secured or unsecured credit, and may acquire goods or documents of title under a preexisting contract for sale. Only a buyer that takes possession of the goods or has a right to recover the goods from the seller under Article 2 may be a buyer in ordinary course of business. (10) â€Å"Conspicuous†, with reference to a term, means so written, displayed, or presented that a reasonable person against which it is to operate ought to have noticed it. Whether a term is â€Å"conspicuous† or not is a decision for the court. Conspicuous terms include the following: (A) a heading in capitals equal to or greater in size than the surrounding text, or in contrasting type, font, or color to the surrounding text of the same or lesser size; and (B) language in the body of a record or display in larger type than the surrounding text, or in contrasting type, font, or color to the surrounding te xt of the same size, or set off from surrounding text of the same size by symbols or other marks that call attention to the language. (11) â€Å"Consumer† means an individual who enters into a transaction primarily for personal, family, or household purposes. (12) â€Å"Contract†, as distinguished from â€Å"agreement†, means the total legal obligation that results from the parties’ agreement as determined by [the Uniform Commercial Code] as supplemented by any other applicable laws. (13) â€Å"Creditor† includes a general creditor, a secured creditor, and any representative of creditors, including an assignee for the benefit of creditors, a receiver in equity, and an executor or administrator of an insolvent debtor’s or assignor’s estate. (14) â€Å"Defendant† includes a person in the position of defendant in a counterclaim, cross-claim, or third-party claim. (15) â€Å"Delivery†, with respect to an instrument, document of title, or chattel paper, means voluntary transfer of possession. Includes the appropriate rules and customs for handling trade between countries. However, it is also used in legal writings as trade between private sectors, which is not right. This branch of law is now an independent field of study as most governments has become part of the world trade, as members of the World Trade Organization (WTO). Since the transaction between private sectors of different countries is important part of the WTO activities, this latter branch of law is now very important part of the academic works and is under study in many universities across the world. International trade law should be distinguished from the broader field of international economic law. The latter could be said to encompass not only WTO law, but also law governing the international monetary system and currency regulation, as well as the law of international development. The body of rules for transnational trade in the 21st century derives from medieval commercial laws called the lex mercatoria and lex maritima — respectively, â€Å"the law for merchants on land† and â€Å"the law for merchants on sea.† Modern trade law (extending beyond bilateral treaties) began shortly after the Second World War, with the negotiation of a multilateral treaty to deal with trade in goods: the General Agreement on Tariffs and Trade (GATT). International trade law is based on theories of economic liberalism developed in Europe and later the United States from the 18th century onwards. International Trade Law is an aggregate of legal rules of â€Å"international legislation† and new lex mercatoria, regulating relations in international trade. â€Å"International legislation† – international treaties and acts of international intergovernmental organizations regulating relations in international trade. lex mercatoria – â€Å"the law for merchants on land†. Alok Narayan defines â€Å"lex mercatoria† as â€Å"any law relating to businesses† which was criticised by Professor Julius Stone. and lex maritima – â€Å"the law for merchants on sea. Alok in his recent article criticised this definition to be â€Å"too narrow† and â€Å"merely-creative†. Professor Dodd and Professor Malcolm Shaw of Leeds University supported this proposition. Contract: the elements of a contract The first step in a contract question is always to make sure that a contract actually exists. There are certain elements that must be present for a legally binding contract to be in place. The first two are the most obvious: * An offer: an expression of willingness to contract on a specific set of terms, made by the offeror with the intention that, if the offer is accepted, he or she will be bound by a contract. * Acceptance: an expression of absolute and unconditional agreement to all the terms set out in the offer. It can be oral or in writing. The acceptance must exactly mirror the original offer made. * A counter-offer is not the same as an acceptance. A counter-offer extinguishes the original offer: you can’t make a counter-offer and then decide to accept the original offer! But†¦ * A request for information is not a counter-offer. If you ask the offeror for information or clarification about the offer, that doesn’t extinguish the offer; you’re still free to accept it if you want. It is very important to distinguish an offer from an invitation to treat – that is, an invitation for other people to submit offers. Some everyday situations which we might think are offers are in fact invitations to treat: * Goods displayed in a shop window or on a shelf. * When a book is placed in a shop window priced at  £7.99, the bookshop owner has made an invitation to treat. * When I pick up that book and take it to the till, I make the offer to buy the book for  £7.99. * When the person at the till takes my money, the shop accepts my offer, and a contract comes into being. * Adverts basically work in the same way as the scenario above. Advertising something is like putting it in a shop window. * The original advertising of the auction is just an invitation to treat. * When I make a bid, I am making an offer. * When the hammer falls, the winning ‘offer’ has been accepted. The seller now has a legally binding contract with the winning bidder (so long as there is no reserve price that hasn’t been reached) An offer can be revoked at any time before it is accepted, so long as you inform the person you made the offer to that the offer no longer stands. * Consideration: each party to the contract must receive something of value.Consideration is the price paid for the other’s promise. There are four legal maxims that apply to consideration: * Consideration must move from the promisor; * Consideration need not move to the promisee; * Past consideration is not good consideration; * The consideration given must be sufficient, but it need not be adequate. Arrangements of a social nature are presumed not to be legally binding, whilse commercial arrangements are presumed to be intended as binding contracts. Of course, these presumptions can always be rebutted in court by producing evidence to the contrary. It is essential to know about business law before starting a business, as it will help you operate your business without the hindrances of ignorance. It is better to seek the expert guidance of an accountant and an attorney to learn about the latest business laws that will affect your business.. There are different laws for different business entities. Be certain you learn about the business laws that govern the kind of business entity that you choose to start. The major types of businesses are C, S and closed corporations, limited liability companies, and sole proprietorships. Zoning Laws: It is essential to know about zoning laws, as certain zones are restricted in certain areas. It deals with the kind or type of business allowed in certain areas, how the land surrounding a business is used, signboards, advertisements, and parking. Licensing Laws: In order to operate a business certain licenses are required and there are some important business laws you need to know. If a business operates without these licenses, it is illegal and the business may be dissolved or forced to close. Trademark and Patent Laws: These are laws that deal with ownership; intellectual property rights, and inventions. They are necessary to protect the business. Employment Laws: These are laws regarding the hiring and firing of employees, their rights, compensation, safety, work place discrimination, child labor laws, overtime pay structure, disability laws and unemployment laws. Tax Laws: This section deals with filing of tax returns and depends on the kind of business entity and the state the business operates in, sales tax. These include franchise tax, income tax and other state and federal tax requirements of a business. These are very important business laws you need to know before starting a business. Environmental Laws: The government enforces the environmental laws for the discharge of hazardous waste and the recycling laws pertaining to the business. Health Department Permits: This is necessary if your business deals with food products. You must get health department permits to operate your business. Fire Department Permits and Air and Water Pollution Control Permits: There are laws that certain kinds of business entities must get permits from these departments to operate. The list above contains basic business laws you need to know before starting a company. It is necessary to take precautions that you are not violating any law by operating your business. You must obtain all the necessary permits and licenses from the appropriate authority. Business Law. (2017, Feb 07). 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