Notes for Finals PDF

**CHAPTER 6 -** Sales of Goods Act ================================== - Designed to soften the principle of "Buyer Beware" - Designed to keep commercial dealings ***fair and honest*** - Establish rules for the transfer of ownership rights Intended to fill the gaps in the terms of a cont...

**CHAPTER 6 -** Sales of Goods Act ================================== - Designed to soften the principle of "Buyer Beware" - Designed to keep commercial dealings ***fair and honest*** - Establish rules for the transfer of ownership rights Intended to fill the gaps in the terms of a contract  **Implied CONDITIONS (do not have to be written in the contract)** 1. The seller has the right to sell the goods 2. The goods sold match the description by which they are sold 3. Goods sold are of **[merchantable]** quality - meaning there are no defects in the goods (reasonable quality, taking into consideration the price) - \- Unless the buyer has inspected the goods 4. Goods are **[fit for purpose:]** - The buyer makes known to the seller the particular purpose for which the goods are required - The buyer relies on the expertise and judgment of the seller, and - The seller's business is to deliver and supply such goods whether he is the manufacturer or producer or not. 5. Goods sold by sample match by which they are sold. 1. The buyer will enjoy quiet possession of the goods - Goods are in a condition such that they can be used as intended. 2. The goods are free of encumbrance (*like liens, security interests, or ownership disputes*) in favor of any third party- No person will later challenge the buyer's title to the goods by claiming an interest in them. Therefore, we can proceed with contractual obligations but can then sue for damages. - Essentially, the goods should not have any legal obligations tied to them that could interfere with the buyer's ownership or use. 3. If no delivery time is set out in the contract, delivery will be made within a reasonable time 4. The seller will be paid in accordance with the terms of the contract 5. Durability **Remedies** available to the buyer ----------------------------------- 1. Non-delivery by the seller - the buyer can sue for damages **[but must]** mitigate damages. 2. Variance in quantities delivered - buyer can choose to reject the entire shipment or complete the transaction at contracted / discounted rate Transfer of Title ================= Contract of sale should determine transfer of title Transfer of title determines assumption of risk in the event of loss \*\*\* Title does not always correspond to possession -- example: Leaving your car at the mechanic\*\*\* **Transferring the rights and responsibilities of ownership** **Rule 1**: Transfer of specific goods in deliverable state **Rule 2**: Goods must be put in a deliverable state **Rule 3**: Seller must do something to ascertain price **Rule 4**: Goods on approval **Rule 5**: Unascertained Goods - Adds to the existing rights of consumers - Applies to transactions of all kinds - **[Clarity]**: Obligation to disclose all information in a clear, concise, comprehensible and logical manner - No limits on consumer rights: No exclusion clauses - Consumer has an absolute right to cancel, within ten days, (***cooling-off period***). Debt Collection Regulation ========================== - Collection agencies cannot sue for a debt without giving notice to the debtor of their intent to take legal action. - Prohibits collection agencies from harassing debtors - Limits the times during which these agencies may attempt to collect debts - Prohibits agencies from contacting family members of debtor or the debtor on a statutory holiday  **CHAPTER 7 --** Forms of Carrying on Business ============================================== **Partnership --** two or more people carrying on business together for the purpose of making a profit **Corporation** -- a legal entity, separate from the people who own and control it **Agency** - when one person (the **agent**) agrees to act on behalf of another person (the **principal**) and is authorized to do so.. - One person acts legally as if they were the other. Where is the agency most common? ================================ 1. Acting independently: travel, real estate, employment 2. Creation of contracts - most common in business 3. Employee/employers: employees are not always agents 4. Independent contractors: Sales agents 5. Powers of Attorney How is the agency created? ========================== 1. **By Agreement** 2. **By-conduction** 3. **By law** 4. **By Ratification** Duties and responsibilities of the parties ========================================== **[PRINCIPAL]** - Honor the terms of the agreement - Pay the agent a fixed fee or reasonable fee - Reimburse the agent for their expenses - Safe working conditions **[AGENT]** - Act in good faith of the principal - Keep money separate from their own - Cannot delegate agency without authorization - Follow principal's instructions - Keep in constant contact with principal - Duty to disclose **Sole Proprietorship --** an individual carrying on business alone and can still have employees, agents acting on his/her behalf. **Partnership:** - 2 or more people engage together in a business with the objective of making a profit - Share in the profits and/or losses - Joint Contributions of capital to establish business - Joint participation in managing the business. - ***Not a separate legal entity*** - It means that the partners are personally responsible for the partnership\'s debts and obligations. - Every partner act as an agent for the firm and for all the other partners - Created by ***contract*** or by ***conduct*** (Implicitly) by the parties - Governed by the ***Partnership Act of BC*** - A contractual relationship - A relationship that is founded in trust - ***Partners are agents of each other*** **Partnership Agreement should deal with:** -- Duties of each partner and what type of work or talent each is expected to contribute -- Amount of time and money to be committed to the business by each partner -- How the profits are to be shared and how the capital is to be distributed -- Any limitations on the powers or authority of each partner -- Methods of resolving any disputes between the partners and how the business is to be managed -- The circumstances in which the partnership will be dissolved **Incorporation - *creates a separate legal entity***, which has a legal personality separate from the people who own shares in it. - Corporation is a "legal fiction." - An "owner" owns shares that can be bought and sold. - Shareholders can be continually changing, while the company itself remains intact. - Shareholders do not actually own the assets of the business. - All activities of a corporation are carried out by agents.  **\ ** **CHAPTER 10 --** Workplace Law =============================== Employment Standards Act ======================== Covers: - Minimum Wage - Work hours - Overtime - Vacation - Holidays - Termination An **independent contractor** is a self-employed individual or business hired to perform specific tasks or provide services under a contract. - They decide how, when, and where to do the work, as long as they deliver the agreed-upon results. - Own tools and equipment - They are responsible for their own business expenses - Multiple clients - They are not entitled to employee benefits like paid leave, health insurance, or pensions. These are **tests used in employment law** to determine whether someone is an **employee** or an **independent contractor** **CONTROL TEST:** - Assess how much control the employer has over the worker\'s tasks and how they are performed. **ORGANIZATION TEST:** - Assess how integrated the worker is into the employer\'s organization. **RISK TEST:** - Assess Who bears the financial risks and responsibilities. **TOOLS TES:** - Who provides the tools, equipment, or resources needed to do the job. Terms to Include in Employment Contracts ======================================== 1. **Job description and duties** 2. **Compensation** 3. **Working Hours** 4. **Benefits** 5. **Termination Clause -** limit an employee's entitlement to termination pay from over 24 months to just eight weeks or anywhere in between. 6. **Confidentiality Clause** - specifies the employee's duty to keep company secrets a secret.  7. **Non-competition Clause -** restricts an employee from working for a competitor or starting a similar business for a specific period and within a specific geographic area after leaving the company. - To protect the employer\'s **business interests**, such as trade secrets, customer relationships, and market share. Employer's Duty to accommodate ============================== - Cannot dismiss someone in violation of the Human Rights Code. - Employers must accommodate illness (physical or mental) until it causes undue hardship - ***Undue Hardship***: Case by case basis, depending on several factors - means a significant difficulty or expense that makes it very hard or unreasonable to meet a legal or practical obligation, like accommodating someone\'s needs Remedies for human rights violations ==================================== - Pay compensation to the employee for actual lost earnings - Pay compensation to the employee for injury to dignity, feelings, and self-respect - Pay the employee's legal costs - Hire or reinstate the employee - Undertake staff training, such as in cross-cultural communications or sexual harassment - Implement an anti-harassment policy **CHAPTER 11 --** Property Law ============================== **[THE IMPORTANCE OF PROPERTY LAW FOR BUSINESSPEOPLE]** It defines areas where your business may be vulnerable to loss It can allow ownership and possession to be split It promotes the lending and borrowing of money It allows innovation to flourish It provides financial sustainability. **[ESTATES IN LAND]** Most complete legal right in ownership Can transfer title without consent of the Crown Freehold Estate, meaning that one can hold the title for an indeterminate amount of time. tenant has right to possess and use land for a limited time Land must be returned at the end of the lease **Joint Tenancy:** - Two people buy a home together and they each own 50% of the home. - If one owner dies, ownership is automatically transferred to the remaining owner. **Tenancy-in-common:** - Two people buy a home together and they decide the percentage each one would own (ex: 60/40%) - If one owner dies, ownership is transferred to the person(s) named in their will. (ex: kid(s) or sister) **Types of tenancies** 1. **Term lease** a. stipulated to run for a specific period of time 2. **Periodic tenancy** b. period-to-period rental 3. **Assignments v. sublets** c. An **assignment** is when a tenant transfers their entire lease agreement to another party. This means the new tenant (the assignee) takes over all rights and responsibilities under the lease. d. A **sublet** (or sublease) is when a tenant rents out their leased space (or part of it) to another party while maintaining their original lease agreement with the landlord. **[Remedies for non-payment of rent]** - Landlord can sue for payment of debt- *Small Claims Court* - Landlord has right of re-entry: Change the locks to regain possession - Landlord can seize tenant's property to pay for owed rent- Right to distress \*\*\*\* Landlord can seize tenant's property to pay for owed rent- Right to distress\*\*\*\* **[BC Tenancy Act:]** - Rent controls - Notice of termination periods - Quality of facilities and repair - Security deposits **[Provincial laws modify the rules of residential tenancy that are usually affecting areas like:]** 1. Standard form lease 2. Quality of facilities and repair 3. Notice of termination period 4. Security deposits 5. Rent controls 6. Landlord has no right of distress 7. Imposition of term lease **CHAPTER 12 --** Intellectual Property ======================================= **Intellectual property - is** a subcategory of intangible personal property referring to ideas, information, and creative works. - Intangible creation of the mind that can be legally protected - Protects the product of mental effort and encourages the free flow of ideas - It is a right: Prevent others from using your property for commercial gain - can be an important business asset **[Purpose of law is to:]** - Protect the product of mental effort - Encourage the free flow of new ideas **[Types:]** 1. Copyright 2. Patents 3. Trademarks 4. Industrial Design 5. Integrated Circuit Topography Protected by copyright, patent, and trademarks legislation and Federal jurisdiction -- Constitution Act s.91 +-----------------------+-----------------------+-----------------------+ | **IP PROPERTY** | **HOW TO PROTECT** | **REMEDIES** | +=======================+=======================+=======================+ | **Copyright** | - Automatic upon | - Injunction | | | creation | | | | | - Damages | | | - No registration | | | | required | | +-----------------------+-----------------------+-----------------------+ | **Patents** | - Must be | - Injunction | | | registered with | | | | Government | - Damages | | | | | | | | - Triple damage for | | | | willful | | | | infringement. | +-----------------------+-----------------------+-----------------------+ | **Trademarks** | - Registration (Tho | - Injunction | | | not necessary) | | | | | - Damages | +-----------------------+-----------------------+-----------------------+ | **Trade Secrets** | - Non-disclosure | - Injunction | | | agreement | | | | | - Damages | | | - Limited Access | | | | | - Accounting of | | | - Confidentiality | profits - pay | | | | over profits | | | | gained | +-----------------------+-----------------------+-----------------------+ **[What is Copyright?]** Legal protection is granted to the creators of original **[works, such as books, music, art, and films]**. It gives the creator exclusive rights to use, distribute, and reproduce their work, preventing others from copying or using it without permission. Copyright helps ensure that creators can control how their work is used and earn income from it. **Moral Rights --** Integrity of the work and the intent behind the work. **[No copyright if work is used for (Available Defenses):]** 1. Reviews of criticisms of the work 2. Parody 3. Teaching 4. Research 5. Personal use **[REMEDIES FOR COPYRIGHT INFRINGEMENT]**  ### PATENT - Temporary and limited legal right granted (to an inventor) by the government to prevent others from manufacturing, selling or using his invention. - Patent Act RSC 1985 c. P-4 - Entitles inventor to a monopoly over the right to produce, sell, or otherwise profit from an invention - Protects idea as well as application **[REMEDIES FOR THE BREACH OF PATENT PROTECTION:]** 1. Injunction 2. Damages 3. Accounting for Profits ### ### TRADEMARKS - A word, symbol, design, packaging, or combination of these, which identifies a business service or product, and distinguishes it from a competitor - Trademarks Act RSC 1985 c. T-13 **[REMEDIES FOR THE BREACH OF TRADEMARKS:]** \*\*\* Plaintiff must show that the disclosure of information has caused harm\*\*\* 1. Injunction 2. Damages 3. Accounting for Profits Non-disclosure provisions will provide grounds for remedies for breach of contract and can sue for "inducing breach of contract". +-----------------------------------+-----------------------------------+ | COPYRIGHT | - exists at creation | | | | | | - protects expression of idea | | | | | | - registration is not necessary | | | but preferrable | | | | | | - **life of creator plus 70 | | | years** | +===================================+===================================+ | PATENT | - protection of idea plus | | | patent **good for 20 years** | | | | | | - must be significant | | | improvement on idea/process | | | | | | - ***must*** be registered | +-----------------------------------+-----------------------------------+ | TRADEMARKS | - protection of goodwill | | | | | | - identifying mark | | | | | | - **for 15 years plus | | | renewable** | +-----------------------------------+-----------------------------------+ Key Features of Moral Rights: ============================= 1. **Right of Attribution:** - The creator has the right to be acknowledged as the author of the work. - Example: An artist can require their name to appear on their paintings. 2. **Right to Integrity:** - Protects the work from distortion, mutilation, or modification that could harm the creator's reputation. - Example: A filmmaker could object to their movie being edited in a way that misrepresents their vision. 3. **Right Against False Attribution:** - It prevents others from falsely crediting someone else as the author. **\ ** **2.5 hours exam** **Part 1: 10questions** Employment law Copyright law Property and agency law Patent and trademark law **PART 2: 3 case brief 10 marks each** Employment law -- compare and contrast between employee or contractor and why? CRA test Copyright infringement -- how to protect, what it means, and remedies Moral rights concerned with copyright Employment law -- restrictive covenants, what happens if it is breach and how to protect **PART 3: 2 QUESTIONS 10 MARKS** What would you do? **Incorporation and partnership debate**. When should you incorporate and why. How to protect your personal possessions apart from your incorporation. Affordability. Which one should you take? **Identify legal risk involved** -- ensure your IP (intellectual property) is protected - Like making sure to have a contract in place. - Register your trademark - Financing -- making sure you can pay your bills, and you have sufficient budget in place. - Tort Liability -- 2\. Identifying the main condition of the contract. - How long is the contract - Price - Territory - Conditions of the contract (just 5) - Main performance measure. How to measure success (cost control, etc.,) - Employees satisfaction - Customer satisfaction - Effective Advertising - KPI goals **PART 4: WHAT WOULD YOU DO QUESTIONS (5)** 1. PPSA -- (personal items/belongings) a. security interest b. Why is It important to secure debt c. How to have security 2. IP LAW -- d. What copyright, trademark, patent, trademark secret is? -- have a clear understanding of the difference between these. e. Patents MUST be registered f. Are there any trade secrets involved? (Like secret recipe) -- non-disclosure in the contract is the way to protect the ***trade secrets.*** g. (I think mostly trade contracts) h. What are the remedies available if breached? 3. Employment Law -- How to terminate and dismiss employee i. With or without cause? j. What are the essential and proper steps k. (the duty of employer to accommodate) 4. Sales of goods act -- implied conditions and warranties l. Risk management strategies for employees, customers, suppliers, shareholders, etc., i. Contract in place ii. Proper training and onboarding