This is completed downloadable of Test Bank for The Law and Business Administration in Canada, 13th Edition : Smyth
Product Details:
- ISBN-10 : 0132916304
- ISBN-13 : 978-0132916301
- Author:
Smyth/Soberman/Easson/McGill is the leader in this market, presenting a comprehensive overview of traditional and current business law topics in a readable, practical yet thorough format.
Table of Content:
- Chapter 1 Law, Society, and Business
- Introduction: Law, Society, and Business
- In this chapter we examine such issues as:
- The Role of Law
- How Is Law Defined?
- How Is Law Linked to Morals and Ethics?
- Is It Ever Right to Break the Law?
- How Does Law Influence Behaviour?
- Law and Business
- The Significance of Law for the Business Environment
- Law and International Business
- Legal Risk Management
- Developing a Legal Risk Management Plan
- Strategies to Manage Legal Risks
- The Legal Profession
- Business and the Legal Profession
- Law and Business Ethics
- Business Ethics
- Codes of Conduct
- Binding Codes
- Voluntary Codes
- Self-Imposed Codes
- Who Makes Law?
- The Courts and Legislation
- Federalism and the Constitution
- The Charter of Rights and Freedoms
- The Rights and Freedoms Protected by the Charter
- The Significance of the Charter for Business
- Challenging the Application of a Statute
- Questions for Review
- Chapter 2 The Machinery of Justice
- Introduction: The Machinery of Justice
- In this chapter we examine such questions as:
- Classifying Law
- Who Makes Law?
- Two Legal Systems: Civil Law and Common Law
- Regions of the World under Each System
- The Need for Consistency and Predictability
- Common Law: The Theory of Precedent
- Certainty versus Flexibility
- Accommodating Change
- The Sources of Law
- Legislation: Government Made Law
- Legislation Framework
- “Active” Legislation: Administrative Law and Government
- Subordinate Legislation
- Interpreting Statutes
- Case Law: Judge-Made Law
- The Common Law11
- Equity
- Merger of Law and Equity
- The System of Courts
- The Courts of First Instance—Trial Courts
- The Court of Appeal
- Final Court of Appeal—The Supreme Court
- The System of Courts in Canada
- The Provincial Court System
- The Courts of First Instance
- Small Claims Court
- Provincial Division
- Superior Trial Courts—Surrogate Court (or Probate Court)
- Superior Trial Courts—Superior Court
- Intermediate Appellate Court—The Court of Appeal
- The Federal Court System
- Courts of First Instance
- Tax Court of Canada
- The Federal Court of Canada
- Intermediate Level Appeal—Federal Court of Appeal
- The Supreme Court of Canada
- Procedural Law: Using the Courts
- Who May Sue?
- Standing to Sue
- Class Actions22
- Procedure Before Trial
- The Trial
- Judgment
- Appeals
- Costs
- Who Pays for the Court System?
- Solicitor–Client Fees
- Party and Party Costs
- Total Costs of Litigation
- The Economics of Civil Litigation
- Contingent Fees
- Origins in the United States
- The Use of Contingency Fees in Canada
- Settlement Out of Court
- Advantages
- Growing Delay in the Court System
- Alternative Dispute Resolution
- Strategies to Manage the Legal Risks
- Questions for Review
- Cases and Problems
- Continuing Scenario
- Chapter 3 Government Regulation of Business
- Introduction: Government Regulation of Business
- We examine such questions as:
- The Legal Framework for Doing Business in Canada
- Challenging Government Regulation of Business
- Jurisdiction over “Business Activities” under the Constitution
- Business Regulations that Offend the Charter
- Regulation Improperly Applied in the Circumstances
- Judicial Review
- Competition
- The Competition Act
- Exemptions
- Enforcement
- Conspiracies
- Criminal Conspiracies: Section 45 of the Competition Act
- “Conspires, Agrees or Arranges . . .”
- Other Criminal Conspiracies
- Reviewable Conspiracies: Lessening of Competition
- Registered Agreements: Specialization Agreements
- Monopolizing
- Distribution Practices
- Abuse of Dominant Position
- Mergers
- Consumer Protection
- Why Is Consumer Protection Legislation Necessary?
- Principal Types of Consumer Legislation
- Misleading Advertising
- Regulation of Labelling, Product Safety, and Performance Standards
- Regulation of Specific Businesses by Licensing, Bonding, Inspection, or Other Regulation
- Environmental Protection
- The Legislative Framework
- Federal Legislation
- Provincial Legislation
- Environmental Impact Assessment Review
- Enforcement and Liability
- Strategies to Manage the Legal Risks
- Questions for Review
- Cases and Problems
- Continuing Scenario
- Chapter 4 The Law of Torts
- Introduction: The Law of Torts
- In this chapter we examine such questions as:
- The Development of Tort Law
- The Basis for Liability
- Fault
- Strict Liability
- Public Policy
- Vicarious Liability
- Intentional Torts
- Assault and Battery
- Nuisance
- False Imprisonment and Malicious Prosecution
- Defamation
- Other Intentional Torts Related to Business
- Unintentional Torts
- Negligence
- Elements of Negligence
- 1. Duty of Care
- 2. Standard of Care
- 3. Damage to the Plaintiff
- 4. Causation of Damage
- Remoteness of Damage
- Defences to Negligence: The Plaintiff’s Own Conduct
- The Relevance of Insurance
- Product Liability
- Duty of Care
- Proving Breach of the Standard of Care
- Inherently Dangerous Products
- Occupier’s Liability
- Who Is an Occupier?
- To Whom Is the Duty Owed?
- Remedies
- Strategies to Manage the Legal Risks
- Questions for Review
- Cases and Problems
- Continuing Scenario
- Chapter 5 Professional Liability: The Legal Challenges
- Introduction: Professional Liability: The Legal Challenges
- In this chapter we examine such questions as:
- Professional Liability: The Challenge
- Liability of Professionals
- Contracts
- Fiduciary Duty
- Tort Liability
- Statutory Liability
- Choosing a Cause of Action
- Tort Liability for Inaccurate Statements
- Fraudulent Misrepresentation
- Negligent Misrepresentation
- Proving Negligent Misrepresentation
- The Duty of Care—Special Relationship
- Proximity
- Foreseeability
- Residual Policy Considerations
- Accuracy of the Statement
- The Standard of Care for Professionals
- Omissions
- Reliance and Detriment
- The Role of Professional Organizations
- Responsibilities and Powers
- Codes of Conduct
- Discipline
- Conflict of Duty toward Clients, the Profession, and the Courts
- Multi-Disciplinary Partnerships
- Strategies to Manage the Legal Risks
- Questions for Review
- Cases and Problems
- Continuing Scenario
- Chapter 6 Formation of a Contract: Offer and Acceptance
- Introduction: Formation of a Contract: Offer and Acceptance
- In this chapter we examine such questions as:
- The Role of Contract Law
- The Nature of a Contract
- The Nature of an Offer
- The Communication of an Offer
- Written Offers
- Standard Form Contracts: Their Risks and Benefits
- Notice of Terms
- The Lapse and Revocation of an Offer
- Lapse
- Revocation
- Notice of Revocation
- Options
- Rejection and Counter-offer by the Offeree
- The Elements of Acceptance
- Positive and Unconditional
- Communication to the Offeror
- The Moment of Formation
- Transactions Between Parties at A Distance from Each Other
- Method of Acceptance
- Methods of Revocation
- Determining the Jurisdiction Where a Contract Is Made
- Unilateral and Bilateral Contracts
- Bilateral: Offer of a Promise for a Promise
- Unilateral: Offer of a Promise for an Act
- Formation of Internet Contracts
- Uncertainty in the Wording of an Offer
- Strategies to Manage the Legal Risks
- Questions for Review
- Cases and Problems
- Continuing Scenario
- Chapter 7 Formation of a Contract: Consideration and Intention
- Introduction: Formation of a Contract: Consideration and Intention
- In this chapter we examine such questions as:
- The Meaning of Consideration
- Gratuitous Promises
- Adequacy of Consideration
- Motive Contrasted with Consideration: Past Consideration
- Relation Between Existing Legal Duty and Consideration
- Gratuitous Reduction of A Debt
- Equitable Estoppel
- Estoppel Based on Fact
- Injurious Reliance
- The Effect of A Request for Goods or Services
- The Use of A Seal
- Intention to Create Legal Relations
- Strategies to Manage the Legal Risks
- Questions for Review
- Cases and Problems
- Continuing Scenario
- Chapter 8 Formation of a Contract: Capacity to Contract and Legality of Object
- Introduction: Formation of a Contract: Capacity to Contract and Legality of Object
- We examine such questions as:
- The Burden of Proving Essential Elements of a Contract
- The Meaning of Capacity to Contract
- Limited Capacity
- Minors (or Infants)
- Necessaries and Beneficial Contracts of Service
- Contracts Without Liability for a Minor
- Contracts Indirectly Affecting a Minor
- Contractual Liability of Minors upon Attaining Majority
- Other Persons of Diminished Contractual Capacity
- Bankrupt Debtors
- Corporations
- Labour Unions, Associations, and Other Organizations
- Aboriginal Peoples
- The Role of Legality in the Formation of a Contract
- The Difference between Void and Illegal Contracts
- Contracts Affected by Statute
- Significance of the Wording of a Statute
- Examples of Contracts Void by Statute
- Agreements Contrary to the Purpose of Legislation
- Examples of Statutes Affecting Public Policy
- Promises to Pay a Betting Debt
- Insurance Contracts
- Stock Exchange Transactions
- Examples of Agreements Illegal by Statute
- Examples of Agreements Made Legal by Statute
- Contracts Illegal by the Common Law and Public Policy
- The Common Law
- Public Policy
- Agreements in Restraint of Trade
- Agreements between Vendor and Purchaser of a Business
- Agreements between Employee and Employer
- Strategies to Manage the Legal Risks
- Questions for Review
- Cases and Problems
- Continuing Scenario
- Chapter 9 Contract Issues: Mistake and Misrepresentation
- Introduction: Contract Issues: Mistake and Misrepresentation
- In this chapter we examine such questions as:
- Setting Aside a Contract
- The Narrow Meaning of Mistake
- Void and Voidable Contracts
- Mistakes About the Terms
- Words Used Inadvertently
- Errors in Recording an Agreement
- Misunderstandings About the Meanings of Words
- Mistakes About the Subject Matter
- Mistake About the Existence of the Subject Matter of a Contract
- Mistake about the Value of the Subject Matter
- Mistakes About the Identity of a Party to a Contract
- Mistakes About the Nature of a Signed Document
- Non Est Factum
- Misrepresentation
- Contract Versus Tort
- Consequences of Misrepresentation in Contracts
- Misrepresentation by Silence or Omission
- Contracts of Insurance
- Contracts Involving the Sale of Corporate Securities
- Contracts Involving the Sale of Goods
- Contracts with Consumers
- Undue Influence
- Burden of Proof
- Arrangements Involving Spouses
- Importance of Independent Legal Advice
- Consumer Protection
- Duress
- Strategies to Manage the Legal Risks
- Questions for Review
- Cases and Problems
- Continuing Scenario
- Chapter 10 Writing and Interpretation
- Introduction: Writing and Interpretation
- In particular, we examine such questions as:
- The Distinction Between Substance and Form
- The Benefits of a Written Record
- Legislation Dealing with Writing
- The Statute of Frauds
- The Types of Contracts Covered by the Statute of Frauds
- Guarantees
- Land
- Part Performance
- Requirements for a Written Memorandum
- All Essential Terms Must Be Included
- Signed by the Defendant
- Consequences for Contracts Within Its Scope
- 1. Recovery of Money Paid under a Contract
- 2. Recovery for Goods and Services
- 3. Effect of a Subsequent Written Memorandum
- 4. Defendant Must Expressly Plead the Statute
- 5. Varying a Prior Written Contract
- Writing Requirements of the Sale of Goods Act
- What Constitutes a Sale of Goods for the Purposes of the Writing Requirement?
- Goods
- Threshold Amounts
- Evidence That Satisfies the Act
- Acceptance
- Part Payment
- Earnest
- When Both Acts Apply
- Consumer Protection Legislation
- The Interpretation of Express Terms
- The Goal of the Courts: To Give Validity to Contracts
- Legal Principles of Interpretation
- General Approach to Interpretation
- Special Usage of Words
- Conflicting Testimony and Credibility
- Special Contracts or Clauses
- Insurance Contracts
- The Parol Evidence Rule
- The Meaning of Parol Evidence
- The Meaning of the Parol Evidence Rule
- Exceptions to the Parol Evidence Rule
- The Document Does Not Contain the Whole Contract
- Subsequent Oral Agreement
- Collateral Agreement
- Condition Precedent
- Implied Terms as a Method of Interpretation
- Terms Established by Custom or Statute
- Reasonable Expectation of the Parties
- Strategies to Manage the Legal Risks
- Questions for Review
- Cases and Problems
- Continuing Scenario
- Chapter 11 Privity of Contract and the Assignment of Contractual Rights
- Introduction: Privity of Contract and the Assignment of Contractual Rights
- In this chapter we examine such questions as:
- Privity of Contract
- Scope of Contractual Rights and Duties
- Comparison with Rights and Duties in Tort
- Liability of Sellers of Goods
- Liability of Manufacturers
- Tort Liability and Vicarious Performance
- Exceptions to the Privity of Contract Rule
- Trusts
- What Is a Trust?
- How Trusts Affect Third Parties: Constructive Trusts
- Insurance
- The Undisclosed Principal
- Contracts Concerning Land
- Express Language in the Contract
- Enurement Clause
- The Principled Exception—Exemption Clauses
- Assignment of Rights
- The Nature of an Assignment
- The Importance of Assignments
- The Role of Equity
- Equitable Assignments
- Assignment of Part of a Debt
- Statutory Assignments
- Reform
- The Requirements of the Statute
- Notice to the Promisor
- The Effect of Notice on the Promisor
- The Effect of Notice from Multiple Assignees
- The Assignee’s Title
- An Assignee “Takes Subject to the Equities”
- The Right to Set Off
- Assignments by Operation of Law
- Death
- Bankruptcy
- Negotiable Instruments
- Their Nature and Uses
- Negotiability Compared with Assignability
- Notice to the Promisor
- Defences of the Promisor
- Form of Action
- Commercial Importance of Negotiability
- Currency
- Strategies to Manage the Legal Risks
- Questions for Review
- Cases and Problems
- Continuing Scenario:
- Chapter 12 The Discharge of Contracts
- Introduction: The Discharge of Contracts
- In this chapter we examine such questions as:
- The Ways in Which a Contract May Be Discharged
- Discharge by Performance
- The Nature of Discharge by Performance
- Tender of Performance
- Discharge by Agreement
- Waiver
- Substituted Agreement
- Accord and Satisfaction
- Novation
- A Contract Provides for Its Own Dissolution
- Condition Precedent
- Condition Subsequent
- Option to Terminate
- Discharge by Frustration
- Doctrine of Frustration
- Self-Induced Frustration
- The Effect of Frustration
- Release of Further Performance
- Statutory Reform
- The Sale of Goods
- Discharge by Operation of Law
- Strategies to Manage the Legal Risks
- Questions for Review
- Cases and Problems
- Continuing Scenario
- Chapter 13 Breach of Contract and Remedies
- Introduction: Breach of Contract and Remedies
- In this chapter we examine such questions as:
- Implications of Breach
- How Breach May Occur
- Express Repudiation
- One Party Renders Performance Impossible
- Failure of Performance
- Degree of Failure
- Doctrine of Substantial Performance
- Duty of Honesty in Performance
- Overperformance
- Exemption Clauses
- Purpose
- Analytical Approach
- Step One: Interpretation of Exemption Clauses
- Step Two: Unconscionable Clauses
- Step Three: Public Policy and Public Interest
- Types of Remedies
- Damages
- The Purpose of an Award of Damages
- Prerequisites for an Award of Damages
- 1. Loss Must Flow from the Breach
- 2. Damages Must Be Mitigated
- The Measurement of Damages
- Liquidated Damages
- Nominal Damages
- Types of Damages
- Expectation Damages
- Consequential Damages
- General Damages
- Reliance Damages
- Punitive Damages
- Challenges in Measuring Damages
- Mental Anguish
- 1. Wrongful Dismissal
- 2. Lost Holidays
- Cost of Performance Versus Economic Loss
- Equitable Remedies
- Reasons for the Intervention of Equity
- Prerequisites for an Equitable Remedy
- Specific Performance
- Injunction
- Rescission
- Quantum Meruit
- Methods of Enforcing Judgments
- Strategies to Manage the Legal Risks
- Questions for Review
- Cases and Problems
- Continuing Scenario
- Chapter 14 Sale of Goods and Consumer Contracts
- Introduction: Sale of Goods and Consumer Contracts
- In this chapter we examine such questions as:
- The Sale of Goods Act
- History of the Sale of Goods Act
- Contracts of Sale
- Goods
- Ownership and Possession
- Terms in a Contract of Sale
- The Caveat Emptor Principle
- Statutory Protection for the Buyer: Implied Terms
- Conditions and Warranties
- Seller’s Title
- Description
- Sale by Sample
- Suitability and Quality
- Exemption Clauses
- Payment
- Delivery
- Risk of Loss Before Delivery
- Title to Goods
- Who May Pass Title?
- The Effect of Agency
- Seller or Buyer in Possession
- When Does Title Pass?
- The Sale of Goods Act Rules for Passing of Title
- Bills of Lading
- Remedies of the Seller
- Lien
- Repossession
- Resale
- Damages for Non-Acceptance
- Action for the Price
- Retention of Deposit
- The Seller’s Liability
- Breach of a Term
- Wrongful Withholding or Disposition by the Seller
- Remedies of the Buyer
- Consumer Contracts
- Consumer Protection
- Business Sales Tactics Targeting Consumers
- Pressure Selling
- Unsolicited Goods
- Telemarketing
- Terms in Consumer Contracts
- Legislated Terms
- Exemption Clauses
- Repossession
- Arbitration and Class Actions
- Severance
- Financing Arrangements and Disclosure of the True Cost of Credit
- Consumer Remedies
- Strategies to Manage the Legal Risks
- Questions for Review
- Cases and Problems
- Continuing Scenario
- Chapter 15 Bailment and Leasing
- Introduction: Bailment and Leasing
- In this chapter we examine such questions as:
- Bailment
- Definition
- Nature of Bailment
- Sub-Bailment
- Rights and Duties of a Bailee
- Liability Under Contract and Tort
- The Standard of Care
- Rights and Remedies
- Damages and Quantum Meruit
- Lien
- The Right of Sale
- Special Types of Bailment
- Storage and Safekeeping
- Repairs and Work on a Chattel
- Transportation
- Innkeepers
- Pledge or Pawn
- Leasing
- Types of Chattel Lease
- Operating Leases
- Purchase Leases
- Security and Finance Leases
- Sale-and-Leaseback
- Reasons for Chattel Leasing
- Common Terms in Chattel Leases
- Duration
- Rent
- Insurance and Other Costs Payable by the Lessee
- Purchase Option
- Consent to Assignment (Sub-Bailment)
- Early Termination—Minimum Payment
- Implied Terms
- Rights of the Parties
- The Lessor
- The Lessee
- Strategies to Manage the Legal Risks
- Questions for Review
- Cases and Problems
- Continuing Scenario
- Chapter 16 Insurance and Guarantee
- Introduction: Insurance and Guarantee
- In this chapter we examine such questions as:
- Insurance and the Management of Legal Risk
- Insurance Terminology
- Regulation of Insurance Business
- Types of Insurance
- Insurance against Loss or Damage
- Insurance against Liability
- Comprehensive Insurance
- Special Aspects of Insurance Contracts
- Legality of Objects—Wrongful Act of the Insured
- Insurable Interest
- Formation of the Contract
- Renewal
- Interpreting Terms of the Contract
- Good Faith, Fairness, and Disclosure
- Subrogation
- Recovery
- Assignment
- Guarantee
- The Nature of a Guarantee
- Continuing Guarantee
- Consideration
- Discharge of Guarantee
- Rights of the Guarantor on Default
- Defences
- Subrogation
- Requirement of Writing
- Strategies to Manage the Legal Risks
- Questions for Review
- Cases and Problems
- Continuing Scenario
- Chapter 17 Agency and Franchising
- Introduction: Agency and Franchising
- In this chapter we examine the following issues:
- Defining Agency
- Creation of an Agency Relationship
- By Agreement
- Other Ways to Create an Agency Relationship
- Duties Owed by an Agent to the Principal
- Duty to Comply with the Agency Agreement
- Duty of Care
- Personal Performance
- Good Faith
- Duties Owed by the Principal to the Agent
- The Authority of the Agent
- Actual Authority
- Apparent Authority
- Usual Authority
- Holding Out
- Ratification
- Rights and Liability of Principal and Agent
- The Principal Alone Is Liable on the Contract
- The Agent Alone Is Liable on the Contract
- Either the Principal or the Agent May Be Held Liable on the Contract
- Rights of the Undisclosed Principal
- Liability for Torts
- Breach of Warranty of Authority
- Terminating an Agency Relationship
- Franchising
- The Nature of Franchising
- Contents of a Typical Franchising Agreement
- Consideration Provided by the Franchisor
- Consideration Provided by the Franchisee
- Conduct of the Business
- Termination of the Franchise
- Restrictive Covenants
- Intellectual Property Rights
- Dispute Resolution
- Legal Relationships Created by Franchising
- Various Franchise Models
- Franchise Legislation
- Mandatory Franchisor Disclosure
- Fair Dealing
- Right to Associate
- No Waiver
- Strategies to Manage the Legal Risks
- Questions for Review
- Cases and Problems
- Continuing Scenario
- Chapter 18 The Contract of Employment
- Introduction: The Contract of Employment
- In this chapter we examine such questions as:
- Development of Employment Law
- Relationship of Employer and Employee
- Compared with Agency
- Compared with Contractors
- Employment Relationship at Common Law
- The Employer’s Liability to Third Persons
- Liability in Contract
- Liability in Tort
- Notice of Termination of Individual Employment Contracts
- Express Term in the Contract
- Implied Term of Reasonable Notice
- Length of Reasonable Notice
- Dismissal without Notice
- Misconduct
- Disobedience
- Incompetence
- Illness
- Discovery of Cause
- Progressive Discipline
- Adverse Economic Conditions
- Wrongful Dismissal
- Damages
- Additional Damages
- Mitigation
- Reinstatement
- Employee Welfare Legislation
- Background
- Federal and Provincial Jurisdiction
- Employee Rights
- Human Rights
- Disability
- Sexual Harassment
- Hostile Workplace
- Constructive Discrimination
- Pay Equity
- Employment Equity
- Mandatory Retirement and the Charter of Rights and Freedoms
- Regulation of Working Conditions
- Employment Insurance
- Workers’ Compensation
- Variations in Provincial Reforms
- Occupational Health
- Collective Bargaining
- The Process
- Content of a Collective Agreement
- First Collective Agreement
- Labour Disputes
- Types of Disputes
- Legislative Regulation of Dispute Resolution
- Implications of the Collective Agreement for the Individual Employee
- The Legal Status of Trade Unions
- Strategies to Manage the Legal Risks
- Questions for Review
- Cases and Problems
- Continuing Scenario
- Chapter 19 Banking and Negotiable Instruments
- Introduction: Banking and Negotiable Instruments
- In this chapter we examine such questions as:
- What Is a Bank?
- Regulation of Banks
- Regulation of Non-Bank Financial Institutions
- What Is a Negotiable Instrument?
- Nature and Uses of Negotiable Instruments
- Personal Property
- Types of Instruments
- Bills of Exchange (Drafts)
- Promissory Notes
- Cheques
- Certification
- Postdated Cheques
- Stop Payment
- Electronic Cheques
- Prerequisites for Payment
- Negotiability
- Meaning of Negotiability
- Consequences When a Document Is Not Negotiable
- Methods of Negotiation
- Purposes of Endorsement
- Liability of Parties
- A Drawer or Maker
- A Drawee or Acceptor
- An Endorser
- Proving Liability
- Presented for Payment
- Notice of Dishonour
- Limitation Periods
- Holder in Due Course
- Requirements to Become a Holder in Due Course
- Defences
- Personal Defences
- Defect of Title Defences
- Real Defences
- Consumer Bills and Notes
- Modern Alternatives to Cash
- Regulation of the Electronic Transfer of Funds
- Strategies to Manage the Legal Risks
- Questions for Review
- Cases and Problems
- Continuing Scenario
- Chapter 20 Intellectual Property
- Introduction: Intellectual Property
- In this chapter we examine such questions as:
- The Nature of Intellectual Property
- Forms of Intellectual Property
- Should Intellectual Property Be Protected?
- Trademarks
- Nature of Trademarks
- Business Names
- Protection of Trademarks
- Common Law: The Tort of Passing off
- Section 7 of the Trade-marks Act
- Registered Trademarks
- Rights Obtained by Registration
- Duration
- Requirements for Registration
- The Mark
- Ownership and Use
- Opposition Proceedings
- Actions for Infringement
- Unauthorized Use
- Jurisdiction and Remedies
- Assignment, Licensing, and Franchising
- Copyright
- Statutory Origin
- International Treaties
- Reform—2012
- Nature of Copyright
- Rights of Owner
- Moral Rights
- Limits to Copyright
- Works in Which Copyright Exists
- Literary Works
- Computer Software
- Dramatic Works
- Communication Signals and Telecommunications
- Musical Works
- Artistic Works
- Performers’ Performances
- The Protection of Copyright
- Registration
- Duration of Copyright
- Ownership of Copyright
- Assignment and Licensing
- Infringement of Copyright
- What Constitutes Infringement?
- Notice of Infringement
- Fair Dealing and Other Permitted Uses
- Remedies for Infringement
- Patents
- International Treaties
- The Nature of Patents
- Patentable Inventions
- Art, Process, Machine, Manufacture, or Composition of Matter
- Business Methods
- Novelty
- Utility
- Inventiveness
- Obtaining a Patent
- Enforcing Patent Rights
- Remedies
- Patents and the Public Interest
- Challenging a Patent
- Abuse of Patent Rights
- Compulsory Licensing
- Competition Law
- Industrial Designs
- Meaning of “Industrial Design”
- Protection by Registration
- Remedies
- Reform
- Overlap
- Confidential Information, Trade Secrets, and Know-How
- Technological Change and Intellectual Property Law
- Strategies to Manage the Legal Risks
- Questions for Review
- Cases and Problems
- Continuing Scenario
- Chapter 21 Interests in Land and Their Transfer
- Introduction: Interests in Land and Their Transfer
- In this chapter we examine such questions as:
- The Nature of Interests in Land
- The Definition of Land
- Real Property or Real Estate
- The Meaning of “Property”
- The Meaning of “Real”
- The Meaning of “Estate”
- Crown Grant
- Aboriginal Title and Rights
- Aboriginal Title
- Aboriginal Rights
- Infringement of Aboriginal Title or Rights
- Duty to Consult and Accommodate
- Remedies
- Estates in Time
- Freehold Estates
- Fee Simple Estate
- Life Estate
- Leasehold Estates
- Sharing Title: Co-Ownership
- Tenancy in Common
- Joint Tenancy
- Severance
- Interests Less Than Estates
- Easements
- Statutory Easements
- Easements by Prescription
- Covenants
- Restrictive Covenants
- Remedies for Breach of a Covenant
- Building-Scheme Covenants
- Other Interests
- Oil, Gas, and Mineral Leases
- Licences
- Government Regulation of Land
- Use and Development
- Rights in the Matrimonial Home
- Condominiums
- The Nature of Ownership in a Condominium
- Responsibility for Maintaining Units
- Maintenance and Management of a Condominium
- Financing and Insurance
- Cooperative Housing
- Transferring Interests in Land
- By a Sale or Gift
- On Death of the Owner
- By Compulsory Sale
- Adverse Possession
- Registration of Interests in Land
- First in Time
- Registry System
- Land Titles System
- Electronic Registration
- Claims That Are Not Registered on Title
- Adverse Possession
- Arrears of Taxes
- Creditors’ Claims
- Tenant in Possession
- Title Insurance
- Strategies to Manage the Legal Risks
- Questions for Review
- Cases and Problems
- Continuing Scenario
- Chapter 22 Landlord and Tenant
- Introduction: Landlord and Tenant
- In this chapter we examine such questions as:
- The Nature of the Relationship
- Definition of a Tenancy
- Exclusive Possession
- Definite or Ascertainable Period
- Leasing Compared to Condominium Ownership
- Classes of Tenancies
- Term Certain
- Periodic Tenancy
- Tenancy at Will
- Tenancy at Sufferance
- Covenants
- To Pay Rent
- Assignment and Subletting
- Freedom to Assign
- The Landlord’s Consent to Assignment
- Subletting
- Restrictions on Use of Premises
- Fitness for Occupancy
- Repairs
- Usual Covenants in the Lease of a Building
- Quiet Enjoyment
- Insurance
- Provision of Services and Payment of Taxes
- Remedies of the Landlord
- Damages and Recovery of Rent
- Eviction
- Distress
- Injunction
- Bankruptcy of the Tenant
- Remedies of the Tenant
- Damages
- Injunction
- Termination of the Lease
- Termination and Renewal of a Tenancy
- Surrender
- Forfeiture
- Termination by Notice to Quit
- Periodic Tenancies
- Tenant Remaining in Possession after the Expiration of a Fixed Term
- Parties May Set Their Own Terms for Notice
- Renewal
- Fixtures
- General Rules for Ownership of Fixtures
- Fixture or Not?
- Tenant’s Fixtures
- Oral Leases
- Sale of the Landlord’s Interest
- Relationship Between a Tenant and a Purchaser of the Landlord’s Interest
- Privity of Contract with the Former Landlord
- Relationship Between a Tenant and the Landlord’s Mortgagee
- The Need to Register a Long-Term Lease
- Leasebacks
- Residential Tenancies
- Changing Needs of Residential Tenants
- Legislative Protection for Tenants
- Strategies to Manage the Legal Risks
- Questions for Review
- Cases and Problems
- Continuing Scenario
- Chapter 23 Mortgages of Land and Real Estate Transactions
- Introduction: Mortgages of Land and Real Estate Transactions
- In this chapter we examine such questions as:
- The Essence of Mortgage Law
- The Mortgage as a Contract
- The Mortgage as an Interest in Land
- The Mortgagor’s Right to Redeem
- The Mortgagee’s Right to Foreclose
- Why Mortgagees Rarely Take Possession
- Land Titles System
- Registration
- Rights of the Mortgagee and Mortgagor
- The Mortgagee
- The Mortgagor
- The Mortgagee’s Remedies upon Default
- Foreclosure
- Sale by the Court
- Sale by the Mortgagee
- Sale by a Mortgagor of His Interest
- Financial Arrangements
- Effect of Default by the Purchaser
- Second Mortgages
- Uses of a Second Mortgage
- Rights of a Second Mortgagee
- Risks for a Second Mortgagee When the Mortgagor Defaults
- Subsequent Mortgages after a Second Mortgage
- Mortgagee’s Rights Compared with Rights of Other Creditors
- Transferring a Mortgagee’s Interest in Land
- Assignment
- Discharge of Mortgages
- Effects of a Discharge
- Arrangements for Prepayment of Mortgage Debt
- Partial Discharges
- Provincial Variations
- The Mortgagee’s Rights
- Non-recourse Mortgages
- The Mortgagor’s Rights
- Reverse Mortgages
- Mortgage Fraud
- A Typical Real Estate Transaction
- The Circumstances
- Vendor Lists the Property for Sale
- The Offer to Purchase
- Accepting the Offer and Waiver of Conditions
- Preparations for Completing the Transaction
- Verifying Title and Possession
- Preparing the Documents for Closing
- Preparing for Closing
- The Closing
- Exchanging Documents
- Delivering Possession
- After the Closing
- The Distinctiveness of Each Transaction
- Strategies to Manage the Legal Risks
- Questions for Review
- Cases and Problems
- Continuing Scenario
- Chapter 24 Sole Proprietorships and Partnerships
- Introduction: Sole Proprietorships and Partnerships
- In this chapter we examine such questions as:
- Choosing the Appropriate Form of Business Organization
- Sole Proprietorships
- Partnerships
- Advantages and Disadvantages
- The Partnership Act
- The Nature of Partnership
- The Definition of Partnership
- The Partnership Relationship
- The Business Nature of Partnership
- The Profit Motive
- The Legal Nature of Partnership
- Legal Personality
- The Continuing Relationship Between Partners
- Partnership Property
- Creditors of the Firm
- Legal Proceedings
- The Creation of a Partnership
- The Partnership Agreement
- Registration
- The Liability of a Partner
- Contractual Liability
- Agency Principles
- Joint Liability
- Apparent Partners
- Tort and Breach of Trust
- The Relationship Between Partners
- Implied Terms
- Partnership Property
- Financial Arrangements
- Conduct of the Business
- Membership
- Fiduciary Duties
- Information
- Secret Benefits
- Duty Not to Compete
- Termination of Partnership
- Express Provision
- Implied Statutory Rules
- Termination by Notice or Expiry
- Termination on Death or Insolvency
- Dissolution by Law
- Effects of Dissolution
- Limited Partnerships
- Limited Liability Partnerships
- Joint Ventures
- Income Trusts
- Strategies to Manage the Legal Risks
- Questions for Review
- Cases and Problems
- Continuing Scenario
- Chapter 25 The Nature of a Corporation and Its Formation
- Introduction: The Nature of a Corporation and Its Formation
- In this chapter we examine such questions as:
- The Nature of a Corporation
- The Corporation as a Legal Person
- Characteristics of Corporations vs. Partnerships
- Liability
- Transfer of Ownership
- Management
- Duty of Good Faith
- Continuity
- Taxation
- Consequences of Separate Corporate Personality
- Capacity
- Separate Existence: Salomon
- Limitations on the Principle of Separate Corporate Existence
- Exceptions to Limited Liability
- Other Statutory Provisions
- Lifting the Corporate Veil
- Methods of Incorporation
- Early Methods of Incorporation
- General Incorporation Statutes
- Incorporation Roots: The Memorandum and Letters Patent Systems
- The Articles of Incorporation System
- The Choice of Jurisdiction
- The Constitution of a Corporation
- Articles of Incorporation
- The Corporate Name
- Bylaws
- Nature of Bylaws
- General Operating Rules
- Authorization to Directors
- Types of Business Corporations
- Public and Private Corporations
- Public Corporations
- Private Corporations
- Corporate Groups
- Cooperatives
- Professional Corporations
- Corporate Capital
- Equity and Debt
- Share Capital
- Par Values
- Corporate Securities
- The Distinction Between Shares and Bonds
- Rights of Security Holders
- Bondholders
- Common Shareholders
- Preferred Shareholders
- Class Rights
- The Transfer of Corporate Securities
- Restrictions on Share Transfer
- Strategies to Manage the Legal Risks
- Questions for Review
- Cases and Problems
- Continuing Scenario
- Chapter 26 Corporate Governance: The Internal Affairs of Corporations
- Introduction: Corporate Governance: The Internal Affairs of Corporations
- In this chapter we examine such questions as:
- What Is Corporate Governance?
- Corporate Governance of Publicly Traded Corporations
- The Structure of the Modern Business Corporation
- Directors
- The Role of the Directors
- Appointment and Removal of Directors
- Officers
- Duties of Directors and Officers
- What Duties Are Owed?
- Section 122(1)(a): Fiduciary Duties
- Section 122(1)(b): Duty of Care, Diligence, and Skill
- To Whom Are Directors’ and Officers’ Duties Owed?
- To the Corporation
- To the Shareholders and Other Stakeholders
- The Peoples v Wise Distinction
- Defences to Breach of Duty
- Strict Liability
- Specific Conduct Involving Conflicts of Interest
- Contracts with the Corporation
- Interception of Corporate Opportunity
- Competing with the Corporation
- Related Party Transactions
- Insider Trading
- Shareholders
- The Role of Shareholders
- Publicly Traded Corporations
- Private Corporations
- Rights Attached to Shares
- Meetings and Voting
- Notice and Attendance at Meetings
- The Right to Requisition Meetings
- The Right to Vote
- Class Voting Rights
- Proxies
- Financial Rights
- Dividends
- Distribution of Surplus
- Preemptive Rights
- The Right to Information
- The Financial Statements
- Documents of Record
- The Auditor
- Appointment of Inspector
- Duties of Shareholders
- The Protection of Minority Shareholders
- Majority Rule
- The Appraisal Remedy
- The Derivative Action
- Winding Up
- Oppression Remedy
- Shareholder Agreements
- Advantages
- Right to Participate in Management
- Right to a Fair Price for a Share Interest
- Unanimous Shareholder Agreements
- Strategies to Manage the Legal Risks
- Questions for Review
- Cases and Problems
- Continuing Scenario
- Chapter 27 Corporate Governance: External Responsibilities
- Introduction: Corporate Governance: External Responsibilities
- In this chapter we examine such questions as:
- Liability Arising from Business Responsibilities
- Types of Liability
- The Requirement of Mens Rea
- Presumption of Intent
- Absolute Liability
- Protection of Creditors
- Implications of Limited Liability
- Preservation of Capital
- The Solvency Test
- The Maintenance of Capital Test
- (i) Dividends
- (ii) Return of Capital
- Loans to Shareholders, Directors, and Employees
- Protection of Employees
- Protection of Consumers and Competitors
- Protection of Investors
- Securities Legislation
- Objectives of Securities Legislation
- The Securities Industry
- Licensing
- The Public Corporation: Public Offering
- Corporate Governance
- Prospectus
- Continuing Disclosure
- The Public Accounting Industry
- Secondary Market Liability
- Takeovers and Reorganizations
- Protection of the Public Interest
- Civil Liability of Corporations
- Tort Liability
- Contractual Liability
- Pre-Incorporation Contracts
- Criminal Liability of Corporations
- The Nature of Corporate Criminal Liability
- How Can Corporations Commit Crimes?
- The “Directing Mind” Principle
- The Criminal Code’s Test
- Criminal Code Offences
- Sentencing
- Criminal Liability of Directors and Officers
- Liability for Environmental Offences
- What Standard of Skill and Care Must Be Met?
- The Expertise Required of Directors and Senior Officers
- Who Should Be Found Liable?
- Those in Charge of an Activity
- The Difficulty of Determining Responsibility
- What Should the Punishment Be?
- The Business Consequences
- Strategies to Manage the Legal Risks
- Questions for Review
- Cases and Problems
- Continuing Scenario
- Chapter 28 Secured Transactions
- Introduction: Secured Transactions
- In this chapter we examine such questions as:
- The Meaning of “Security”
- Security Practices
- Rights of a Secured Creditor
- Creating a Security Interest in Personal Property
- Familiar Security Agreements
- Mortgages
- Leases
- Consignments
- Other Credit Devices
- Additional Security Agreements
- Conditional Sales
- Chattel Mortgages
- Floating Charges
- Personal Property Security Legislation
- Jurisdiction and Application
- Purpose of PPSA Legislation
- Key Components of the Personal Property Security Act
- Attachment
- Perfection
- Registration
- Priority and Competing Interests
- Effect of Security Interests on Purchasers
- Separation of Possession and Ownership
- Effect of Registration
- Exceptions for Good Faith Buyers
- Registration Practice
- Maintaining Perfection
- Security Interests in Intangible Property
- Assignment of Book Debts
- Investment Property
- Effect of Security Interests on Other Creditors
- Conflicting Priorities
- Security for Bank Loans
- Loans Under the Bank Act
- Rights of a Lending Bank
- Other Forms of Collateral Security for Bank Loans
- Conflicts Between the Bank Act and Personal Property Security Acts
- Strategies to Manage the Legal Risks
- Questions for Review
- Cases and Problems
- Continuing Scenario
- Chapter 29 Creditors’ Rights
- Introduction: Creditors’ Rights
- In this chapter we consider such questions as:
- Statutory Arrangements for the Protection of Creditors
- The Bankruptcy and Insolvency Act
- Competing Policy Issues
- Government Supervision
- Persons to Whom the Act Applies
- Bankrupts and Insolvent Persons
- Consumer Debtors
- Corporations
- Procedures Under the Act
- Proposals
- Commercial Proposals
- Consumer Proposals
- Assignments
- Bankruptcy Orders
- Acts of Bankruptcy
- Administration of a Bankrupt’s Affairs
- Powers and Duties of the Trustee
- Recovery of Property
- Transfers at Undervalue
- Preferences
- Exempt Property
- Payment of Claims
- Super Priority
- Unpaid Sellers
- Wage Earners
- Interim Financing Creditors
- Secured Creditors
- Preferred Creditors
- General Creditors
- Deferred Creditors
- Duties of the Bankrupt Debtor
- Bankruptcy Offences
- Discharge of the Bankrupt Debtor
- Automatic Discharge Availability
- Other Methods of Liquidation and Reorganization
- Corporate Winding Up
- The Companies’ Creditors Arrangement Act
- Builders’ Liens
- Who Is Protected?
- Employees’ Rights
- Procedures Under Builders’ Lien Legislation
- Registration
- Lienholders’ Rights
- Progress Payments
- Practical Application of Builders’ Liens
- Mortgage Lenders
- Tenants
- Contractors Who Own the Land
- Other Statutory Protection of Creditors
- Business Corporations Acts
- Limitations Statutes
- Strategies to Manage the Legal Risks
- Questions for Review
- Cases and Problems
- Continuing Scenario
- Chapter 30 International Business Transactions
- Introduction: International Business Transactions
- In this chapter we examine such questions as:
- Canadian Business in a Global Economy
- Law and International Business
- Foreign Trade
- Export/Import Contracts
- The Contract of Sale
- The Proper Law of the Contract
- Contractual Terms
- The Documentation
- Shipment and Insurance
- Payment
- Financing
- Countertrade
- Export and Import of Services
- Intellectual Property
- Government Regulation of International Trade
- Export Promotion
- Export Controls
- Import Duties
- Import Restrictions
- Dumping and Subsidies
- The International Law of Trade
- The GATT and the World Trade Organization (WTO)
- North American Free Trade
- Trans-Pacific Partnership
- Foreign Investment
- Forms of Foreign Investment
- Government Regulation of Foreign Investment
- Foreign Investment and International Law
- The Resolution of International Business Disputes
- Courts
- Jurisdiction
- Standing
- Choice of Law
- Enforcement of Foreign Judgments
- Commercial Arbitration
- Disputes Involving Governments
- The GATT and WTO
- NAFTA
- NAFTA Chapter 11
- Strategies to Manage the Legal Risks
- Questions for Review
- Cases and Problems
- Continuing Scenario
- Chapter 31 Electronic Commerce
- Introduction: Electronic Commerce
- In this chapter we examine such questions as:
- Ecommerce
- What Is Ecommerce?
- Increasing Impact of Ecommerce on Business
- Pre-existing Business Practices
- Establishing a Website
- Cashless Society
- Surrounding Business Environment
- Net Neutrality
- The Impact of Ecommerce on the Law
- Ecommerce and the Law
- Contract Law
- Formation of Contracts
- The Law Governing the Contract
- Formal Requirements
- Consumer Protection Legislation
- Torts
- Defamation
- Others
- Intellectual Property
- Trademarks
- Domain Names
- Copyright
- Patents
- Privacy
- Other Illegal Activities
- International Aspects of Ecommerce
- Jurisdiction
- Non-Governmental Organizations
- Strategies to Manage the Legal Risks
- Questions for Review
- Cases and Problems
- Continuing Scenario
- Chapter 32 Privacy
- Introduction: Privacy
- In this chapter we examine such questions as:
- Privacy
- What Is Privacy?
- Privacy as a Human Right
- Privacy and Technology
- Privacy and Business
- Government Regulation of Privacy
- Regulation of Privacy in the Public Sector
- Government Transparency and Accountability
- Provincial Variation
- Municipalities
- Healthcare
- Education
- Regulation of Privacy in the Private Sector
- PIPEDA
- Enforcement
- Requirements
- Provincial Variation
- Specific Stakeholders
- Employers and Employees
- Consumers
- Specific Businesses
- Civil Liability
- Tort Liability
- Common Law Invasion of Privacy
- Statutory Cause of Action
- Tort: Negligence
- Criminal Liability
- Codes of Conduct
- Strategies to Manage the Legal Risks
- Questions for Review
- Cases and Problems
- Continuing Scenario
- Glossary
- A-C
- D-I
- J-O
- P-R
- S-Z
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