BLE214 Suffolk University Principle of Business Law Discussion

Question Description

Make a sentence to discuss each short case, the lectures for the case are attached

Question 3 : Because the purple billboards have distracted several Massachusetts drivers on interstate 95, the state legislature passes a regulation prohibiting all colored billboards.

Does Capone have an argument against the enforcement of this new law?

Rothstein, a close friend of Nucky, has announced his candidacy for governor of Rhode Island. Replay Baseball has made a sizeable contribution to his campaign.

Does Capone have an argument if Rhode Island lawmakers prohibit this contribution?

Replay Baseball has hired Margaret to deliver used baseballs to Rhode Island residents. Customers of Replay Baseball are mostly men and many have complained to Nuckythat they would prefer the baseballs to be delivered by men.

Are there any constitutional concerns if Nuckyfires Margaret because of her gender?

Question 2: The government has passed two new regulations impacting Replay Baseball. First, the federal government has passed a regulation mandating that all businesses provide lunch for their employees. Second, the state of Rhode Island has passed a regulation mandating that all businesses from outside of Rhode Island that sell used baseballs must package the baseballs including the label “dangerous twine enclosed.”

Nicky has contacted Capone, Replay Baseball’s attorney, to find out whether there are any arguments opposing the application of these new requirements.

Question 1: Nucky and Eli work at a local sports memorabilia shop in Massachusetts. The shop specializes in baseball autographs and the two believe that there is a market for the surplus of baseballs. Nucky and Eli begin to meet regularly to discuss the new business opportunity to market used baseballs. The two consult with their old attorney friend Capone to discuss the merits of the appropriate business formation for a new company.

What are the relative advantages and disadvantages of a corporation and a partnership?

What are the preliminary steps for Capone if Nucky and Eli decide that they would like to form a corporation?

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Business Law BLE 214 Class 5 October 7, 2019 Last Class 1. 2. 3. 4. 5. 6. 7. 8. 9. Complaint Summons Answer Pretrial Motions Discovery Pretrial Conference Jury Selection Trial Appeal Next Class ◼ Intellectual Property ◼ Fact Pattern 4 Fact Pattern The government has passed two new regulations impacting Replay Baseball. First, the federal government has passed a regulation mandating that all businesses provide lunch for their employees. Second, the state of Rhode Island has passed a regulation mandating that all businesses from outside of Rhode Island that sell used baseballs must package the baseballs including the label “dangerous twine enclosed.” Nicky has contacted Capone, Replay Baseball’s attorney, to find out whether there are any arguments opposing the application of these new requirements. Does the federal government have the power to pass laws impacting business any way it chooses? The United States Constitution • “federalist” system of government • three federal branches of government (legislative, executive, and judicial) • What is the function of each branch? • Why do we need three branches? Three Concepts 1. Commerce Clause – Is the federal legislation/regulation constitutional? 2. Dormant Commerce Clause – Is the state legislation/regulation constitutional? 3. Preemption – Is there a conflict between state and federal legislation/regulation? 1. Commerce Clause • Is the federal legislation/regulation constitutional? The Commerce Clause (Article I, Section 8) • Congress has the power to “regulate Commerce with foreign Nations, and among the several States…” • What does this mean? Wickard v. Filburne Regulation of Business • • • • Form of Business pre-Civil War? Industrial Revolution Increased need for regulation What are some criticisms of government regulation of business? Brzonkala v. Morrison • Brzonkala was allegedly raped by two male students at Virginia Tech. • Morrison later bragged in public areas about what he would do to women. • Brzonkala stopped attending classes, withdrew from the university, and started taking antidepressant medication. • Brozonkala sued the two alleged attackers, along with Virginia Tech under VAWA. 2. Dormant Commerce Clause • Is the state legislation/regulation constitutional? State Regulation of Business • Police Powers – Legislate to promote the health, safety, and general welfare of its citizens • Intrastate Commerce – exclusive • What about interstate commerce? Dormant Commerce Clause • Limits authority of the states to interfere with interstate commerce • May arise if there is no preemption with a federal statute Test for Dormant Commerce Clause no Legitimate State Interest? unconstitutional yes Discriminate Against Out of State Activity ? yes probably unconstitutional no Balance Burden on Interstate Commerce v. State Interest State Interest constitutional unconstitutional Interstate Commerce 3. Preemption • Is there a conflict between state and federal legislation/regulation? The Supremacy Clause (Article V of the United States Constitution) • Federal law is the “supreme law” of the United States Federal Preemption • Preempts state legislation – Express – within federal legislation – Implied • State law conflicts with federal law • Area of state law is occupied by federal laws railroads • State law frustrates the purpose of federal law Groups • A Vermont statute required manufacturers of mercurycontaining light bulbs to label the products to advise consumers that the bulbs contained mercury and should be disposed of as hazardous waste. • The trade association of manufacturers argued that it was unconstitutional. • Agree or Disagree? State Action • UMass fire anybody it chooses? • How about Suffolk? • Private deprivation of individual liberties is permitted • Courts examine the degree of governmental involvement in the challenged activity. The Due Process Clause 5th Amendment No person shall be held to answer for a capital, or otherwise infamous crime, unless on presentment or indictment of a Grand Jury, except in cases arising in the land or naval forces, or in the Militia, when in actual service in time of War or public danger; nor shall any person be subject for the same offense to be twice put in jeopardy of life or limb; nor shall be compelled in any criminal case to be a witness against himself, nor be deprived of life, liberty, or property, without due process of law; nor shall private property be taken for public use, without just compensation. • What if you are suspended from Suffolk for a disciplinary issue, are you entitled to a hearing? Procedural Due Process • Government interferes with the right of people • Reasonable notice • Right to a hearing before an impartial tribunal • Adherence to established procedures • What if the government convicts someone for distributing condoms to unmarried Suffolk students? Substantive Due Process • Protects “life liberty or property” regardless of procedural Due Process • Need to determine whether the government is interfering with a fundamental right • If so, government must satisfy strict scrutiny test • What are some fundamental rights? • What if the state of New York passes a law limiting the work week to 40 hours? • What if the state of New York passes a only permittng the sale of eye glass frames by an eye doctor? Equal Protection Clause 14th Amendment Section 1. All persons born or naturalized in the United States, and subject to the jurisdiction thereof, are citizens of the United States and of the State wherein they reside. No State shall make or enforce any law which shall abridge the privileges or immunities of citizens of the United States; nor shall any State deprive any person of life, liberty, or property, without due process of law; nor deny to any person within its jurisdiction the equal protection of the laws. • What if Suffolk institutes a policy mandating that a percentage of students must be African American? • Suspect Classification under the 14th Amendment and analyze under Strict Scrutiny • What if Massachusetts passes a law changing the drinking age to 18 for females but leaving it at 21 for males? • Quasi-Suspect Class and analyze under intermediate scrutiny • What if Massachusetts passes a law mandating that police officers retire at the age of 50? • Non-suspect class and analyze under rational basis The Tests • Rational Basis for non-suspect classes and nonfundamental rights • Legitmiate government interest which is rationally related • Intermediate Scrutiny for quasi-suspect classes • Important government interest which substantially relates • Strict Scrutiny for suspect classes and fundamental rights • Compelling government interest which is narrowly tailored Suggested Approach to the 5th and 14th Amendment Is the gov’t taking an action impacting an individual? No No Constitutional Protection Yes Does the action impact an individual’s fundamental right under the 5th Amendment or discriminate against a suspect class under the 14th Amendment? No fundamental right or suspect class Gov’t only needs a legitimate interest which is rationally related Suspect Class Fundamental Right Rational Basis Review Quasi-Suspect Class Strict Scrutiny Strict Scrutiny Gov’t needs a compelling interest and narrowly tailored Intermediate Scrutiny Gov’t needs a substantial interest which substantially relates 44 Liquor Mart v. Rhode Island First Amendment Congress shall make no law respecting an establishment of religion, or prohibiting the free exercise thereof; or abridging the freedom of speech, or of the press; or the right of the people peaceably to assemble, and to petition the Government for a redress of grievances. Central Hudson Test – Commercial Speech Illegal or Misleading? no Substantial Government Interest? Yes yes no Directly Advance Interest? yes More Extensive Than Necessary? Unprotected no no Protected yes Next Class ◼ Intellectual Property ◼ Fact Pattern 4 Business Law BLE 214 Class 4 September 30, 2019 Next Class • • • • • Chapter 5 Constitutional Regulation Fact Pattern 3 Quiz Posted This Week Wickard v. Filburne 44 Liquormart v. Rhode Island Jurisdiction – Three Concepts • Does the court have the power to hear the case • Three Requirements – Personal Jurisdiction – Subject Matter Jurisdiction – Venue Hypo • You are living at home with your parents who speak little English. • They own a small business and one of their customers refuses to pay their bills • May you file a lawsuit on their behalf? No 3rd party standing Hypo • What if you own a business and you contract with a supplier. • You notice that under a provision of the contract, the delivery date is ambiguous and you are unsure if the supplier fails to deliver, whether it will amount to a breach of contract • May you go to court to find out? Need Justiciable Case or Controversy Summary • Standing • Case or Controversy • Ripeness – moot Stages of Litigation 1. 2. 3. 4. 5. 6. 7. 8. 9. Complaint Summons Answer Pretrial Motions Discovery Pretrial Conference Jury Selection Trial Appeal Hypothetical • You own a small convenience store in Massachusetts • A customer slips and falls on the floor in one of the aisles • The customer asserts that you were aware of the spilled ice Stages of Litigation • Why might you want to avoid litigation and settle the lawsuit? Prior to trial • What is the first thing you should do after the accident? Complaint & Summons 1. 2. 3. On December 1 at 3 p.m. , I was walking down aisle number 3 of Joe’s convenience store. I slipped on ice and fell on my back. I have had severe back pain since. Answer Complaint & Summons 1. 2. 3. On December 1 at 3 p.m. , I was walking down aisle number 3 of Joe’s convenience store. I noticed some spilled ice and I slipped on it and fell on my back. I have had severe back pain since. Discovery • • • • • Evidence gathering stage Deposition Interrogatories Physical or mental examination Pretrial Conference – Stipulate to facts Killian Nutt v. Emil A. Florio What What What What were the facts? is the rule? is summary judgment? was the significance of the Commonwealth v. Santiago? Motion for Summary Judgment • “No genuine issue of material fact” Jury selection • What recourse do the attorneys have in selecting jurors? – What if you are a potential juror and you know the store owner? – What if you are a potential juror and you own a convenience store? – What if you are a potential African-American juror and the store patron is AfricanAmerican? Judge’s role in adversary system • • • • Passive role Applies law Allows jury to find facts Jury Instructions Trial • Often continued • Opening Statements • Examining Witnesses (P first) – Direct Examination – Cross Examination – Redirect • Motion for Directed Verdict • Closing Statements (D First) • Jury Instructions Verdict • Burden of proof Appellate Procedure • Errors of law – Affirmation – Modification – Reversal – Remand Alternate Dispute Resolution (ADR) ◼Need for Alternatives to Civil Suit. ◼Lawsuits are expensive and are frequently very time-consuming. ◼Many businesses may prefer an alternative form of dispute resolution. 24 Types of ADR 1. 2. 3. 4. 5. 6. 7. Negotiation Mediation Arbitration International ADR Mini-trial Summary Judge Trial Private Judge Negotiation • How often does negotiation occur? • Is it an alternative to litigation? Mediation • Parties choose a 3rd party to settle Arbitration: Advantages and Disadvantages 4-28 Arbitration Cont. • Submission Agreement v. Binding Arbitration Clause Use of Alternative Dispute Resolution in International Disputes 4-30 Next Class • • • • • Chapter 5 Constitutional Regulation Fact Pattern 3 Quiz Posted This Week Wickard v. Filburne 44 Liquormart v. Rhode Island Business Law BLE 214 Class 3 September 23, 2019 Next Class . . . • • • • Chapter 4 – Dispute Resolution Fact Pattern 3 Online Quiz that week Killian Nutt v. Emil A. Florio Fact Pattern 2 Replay Baseball is incorporated in Delaware and Nucky directs all of the company’s activities from a store in Attleboro, MA. The store and headquarters are on interstate 95 on the Rhode Island border so Nucky has constructed a number of purple billboards to advertise the business. Aside from customers visiting and buying baseballs at the store, other orders are sent online from Replay Baseball’s website which contains an order form. Customers then visit the store and pick up the merchandise. Ninety percent of Replay Baseball’s sales are to Rhode Island residents. Nelson, a Rhode Island resident, had just returned from the Replay Baseball store where he had picked up a baseball he had ordered online. All of a sudden, the twine of the baseball exploded injuring Nelson. Nelson files a complaint in a federal trial court in Rhode Island against Replay Baseball. Does the court have jurisdiction? Jurisdiction – Three Concepts • Does the court have the power to hear the case • Three Requirements – Personal Jurisdiction – Subject Matter Jurisdiction – Venue Personal Jurisdiction • State’s jurisdiction over the person (in personam) or over property (in rem) • Easy if you are in state but what about our hypothetical Personal Jurisdiction • Jurisdiction over the defendant – State resident, or – Served in state, or – Minimum contacts as demonstrated by • Purposeful availment (general in personam), or • Arises out of instate activities (specific in personam) – Jurisdiction must be reasonable Long Arm Stature G.L. c. 223A, sec. 3 A court may exercise personal jurisdiction over a person, who acts directly or by an agent, as to a cause of action in law or equity arising from the person’s (a) transacting any business in this commonwealth; (b) contracting to supply services or things in this commonwealth; (c) causing tortuous injury by an act or omission in this commonwealth; (d) causing tortuous injury in this commonwealth by an act or omission outside this commonwealth if he regularly does or solicits business, or engages in any other persistent course of conduct, or derives substantial revenue from good used or consumed or services rendered, in this commonwealth What about e-commerce • What challenges might companies doing business on the internet impose on personal jurisdiction? • How does the court resolve those challenges? • Hypo – Groups • MSNBC.com runs a story stating that Kelly Osbourne is in a drug rehabilitation program. Kelly lives in California and the server for MSNBC.com resides in New York. PJ in California. Zippo Mfg. Co. v. Zippo Dot Com Subject Matter Jurisdiction • Jurisdiction over the subject (topic)of the lawsuit • Approach state and federal courts differently Subject Matter Jurisdiction – states e.g. MA Courts • Trial Courts – – – – – – – Small Claims Courts District Courts Superior Courts Land Court Housing Court Probate and Family Law Juvenile Court • Appellate Courts – Massachusetts Court of Appeals – Massachusetts Supreme Judicial Court (SJC) Federal Courts Article III, sec. 2 “The judicial Power shall extend to all Cases, in Law and Equity, arising under this Constitution, the Laws of the United States, and Treaties made . . . [and] between Citizens of different states . . . .” 28 U.S.C. sec. 1332(a) The district court shall have original jurisdiction of all civil actions where the matter in controversy exceeds the sum or value of $75,000, exclusive of interest and costs, and is between (1) Citizens of different states Federal Subject Matter Jurisdiction • Federal Question, or • Diversity of Citizenship – Complete diversity – Greater than $75,000 Hypo 1 P Mass D Vt. P files suit in Vermont Federal District Court after the two were in a car accident and the P claims that she sustained $50,000 in damages Hypo 2 P Mass D Mass. P files suit in Federal District Court of Massachusetts after the two were in a car accident and the P claims that she sustained $80,000 in damages Hypo 3 – tough one!! P Mass D Mass P files suit in a Federal New York District Court claiming that the D violated his civil rights and that he sustained $50,000 in damages as a result Hypo Company ABC •DE corp. •90% of ABC’s Sales occur in in MA •Corporate headquarters in CT P is from MA and wants to sue in a MA federal district court for $100,000 in damages. Randazzo v. Eagle-Picher Venue • Where within a jurisdiction must a case be heard • Generally, by county by the state • Civil – where defendant resides • Criminal – where crime occurred Next Class . . . • • • • Chapter 4 – Dispute Resolution Fact Pattern 2 Online Quiz that week Killian Nutt v. Emil A. Florio …

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