The Syllabus for Business Law Explained
Most business law courses cover a similar range of legal principles. The topics usually include contracts, a few basic corporate governance issues, employment law, intellectual property rights, and financial transactions. Usually, these legal principles are intertwined with other subjects to create a cohesive course, e.g., business organizations, agency law, or intellectual property law, etc. The business law syllabus is commonly divided into three categories: general partnership law; the Uniform Commercial Code ("UCC"); and theories of torts and crimes liability.
I. General Partnership Law
This part of the syllabus discusses various forms of business organizations, including the scope of contractual relationships. For example, what you might expect in this exam section: While the ambiance of doing business might involve handshakes, hugs, and photos, the law of contracts is more nuanced. Your understanding of contract law could be crucial for the success of your business. The UCC governs the majority of transactions that touch upon the sale of goods. But some lease and license transactions fall outside of the UCC’s grasp. These types of transactions are governed by the common law of contracts. In addition to the UCC, other significant commercial statutes govern most other aspects of business dealings, such as the Uniform Arbitration Act and the Uniform Computer Information Transactions Act.
II. Uniform Commercial Code ("UCC")
The UCC is a body of laws that regulate some of the most important legal agreements that businesses undertake, including purchases, leases, licenses, software , and payments. It also governs financing and guarantees on transactions. The UCC is not a federal law. Instead, it’s a model code drafted by the National Conference of Commissioners on Uniform State Laws and the American Law Institute. Some states follow the model code closely, whereas others use it as a template to draft their own statutes. Contracts subject to the UCC often encompass products made in many states. Consequently, UCC concepts tend to require familiarity with various states’ laws as well as federal statutes.
Some comments on what students will see on the final exam: There are mostly performance tests questions. Today’s businesses interact with one another by entering into contracts, forming an agreement with a third-party to provide goods, and providing or receiving loans. The UCC, now in its various forms, is the primary source of law governing these aspects of business law.
III. Basic Theories of Torts and Criminal Liability
Business lawyers rarely represent clients in lawsuits with other businesses. Rather, business lawyers usually represent their clients in court to bring or defend against civil claims brought by other entities, e.g., shareholders, creditors, clients, customers, etc. Those claims seek a variety of remedies, such as monetary damages or injunctive relief. Accordingly, it is very important that business lawyers understand the potential liability that their clients might face and its implications for the attorneys’ professional liability.
Some comments on final exam topics for this section: Many of the final exam questions will involve multiple-choice questions, usually between closed-book and open-book examination.
Gearing Up for Business Law: How to Study Effectively
As you gear up to tackle the business law final exam, consider applying a variety of study techniques to get the most out of your study time. Currently, you are at an advantage and have the entire semester of material at your disposal to review. Take your time and use this time to review all of the topics, then you can move on to a more strategic approach for your final exam prep.
Review of Cases from Class
Not all cases are created equal and while they are all interesting in one way or another, there are some that are more condusive to your study efforts. Consider looking at the cases that were highlighted as particularly important or the cases that caused the most discussion and debate in class. It is often at this point that the professor will ask opposing opinions or argument that isn’t necessarily found in class notes. As you start looking at the cases, you may want to put a mark or flag them in your book that you need further clarification on those specific items.
The Casebook
Put a lot of emphasis into your casebook, which has explanations, summaries, notes, as well as the case material listed. You can spend hours of time looking up cases, reading, cross searching, etc., where as the casebook has an explanation in the book and you can refer back to where things are easily located. Another aspect of the casebook that is advantageous to your study process is the index located in the back, which can be a better use of your time than spending your time going through a plan book or a commercial outline.
Case Study Practice
Similar to writing a case brief, outlining and analyzing a case study or set of facts will allow you to analyze the facts that are important and are going to remain consistent across the board. This is a great idea if you are already familiar with the material, but need to understand the different types of analysis that are going to be expected of you on the test. The most recognized format for a case study is the IRAC method, which is an acronym that stands for: issue, rule, application, and conclusion. You can do this for an entire assigned case, or take a few paragraphs and start to analyze them. Create flash cards for the only pieces that you find difficult, such as the issues or the conclusion. This will allow you to review all of your material when it is time for your final.
Group Study
Group study can be hit or miss, but do not underestimate the power of group study sessions. It is important to have different ideas and people there so that you can get the most common cases, as well as different opinions and insight to analyze them. Another person can save you time by providing the worst case on a subject where you are going back to double check on it. If you feel that a group study is going off the rails or doesn’t seem relevant at any point, it is time to suggest breaking and moving to something else. Having two study groups is never a bad thing.
Flashcards and Practical Application
When looking at business law principals, it is important to use the definitions found in the textbooks, and, where possible, multiple texts and words that can be used to describe the different aspects. Using flashcards is a great way to do this, and it is easy to recall them period. Creating categories allows you to better identify whether you have a clear understanding of all the facets of the subject, or if it is necessary to go back and refresh your memory.
Once you feel confident about the material, you can take practice exams to gauge how you will do throughout the exam. Use what you have learned to go back and research why the topic is answered this way, and not the way that you answered it.
Must-Know Cases for Business Law Final Exams
For the purposes of this article, I have listed a few of the most important cases for business students to look at in respect of general principles of business law below.
- Salomon v. Salomon & Co Ltd [1897] AC 22 (HL) – This is the foundational case in corporate law and the concept of Limited Liability.
- Donoghue v. Stevenson [1932] AC 562 (HL) – A landmark case for the concept of tort law and developing the concept of negligence.
- Re: Paradine v. Jane (1647) Aleyn 26 – Key case for cases involving contracts and frustration of contacts.
- Hadley v Baxendale [1854] 9 Exch 341 – Important case for breach of contract and consequential loss.
- Claxton Engineering Services Ltd v. Dominion Insurance Co Ltd [1985] 1 All ER 503 – Important case for liability of the insurer under indemnity contracts.
- Smith v Henniker-Major & Co and Another [1994] 1 Corn LR 319 – Important case where the principle of "Without Prejudice" Offer rules was established in communications between litigating parties.
Effective Exam Essays: How to Create Them
Writing Effective Business Law Exam Essays
A hallmark of the business law exam is the essay portion, where you are presented with a fact pattern and you are asked to analyze that pattern under the applicable business-law-based statutes, legal frameworks, and regulations. Given the subjective nature of these questions, performance on this section can be difficult to gauge – I used to go into exams expecting to get 100% on the essay and still ensure that I had an adequate buffer in my multiple choice scores.
One thing that will help your business law exam performance is to have a clear strategy for how to answer exam questions. Remember that the purpose of an exam is to gauge your grasp of the material, but also to predict your performance in the "real world", should you in fact find yourself in the position of advising a client on any particular area of business law. To that end, watch for the following sections and be sure to incorporate them into your answers:
CRITICAL WORDS – if the question asks you to distinguish between two concepts, or to compare and contrast two ideas, be sure to break down your answer accordingly. Likewise, if you are asked to explain, summarize , or outline a concept, do so, and incorporate any case law that you believe weighs favourably.
APPLICATION – in order to pass an exam, what you want to do is demonstrate that you understand the law, and how to apply it. One way to do this is to have a process for dealing with what I call an "unknown unknown." If you have never even heard of an issue that arises on exam, it may be useful to frame your answer first in terms of the process of elimination. In other words, ask yourself if the issue could be dealt with under contract law first, followed by tort, followed by regulation? Once you’ve narrowed it down to the unlikely candidates, you can approach each of the relevant areas as if you’re advising the client on their claim.
SUPPORT – even the most confident of business owners should know that more bounds to every contract clause, statute, and legal principle. Whenever you are required under an exam to state the law, be sure to include the particular statute in question, along with supporting case law and jurisprudence, which demonstrate that while you have a general framework, you have done your research and understand the nuances of the law. Your analysis should come second.
Business Law Exam Errors to Avoid
One common issue exam-takers face is the tendency to misinterpret or misread the exam questions. It is important to take time to read questions carefully and to ensure that you understand what is being asked. Under exam conditions it is all too easy to panic and to rush through the questions in an effort to prove your knowledge. But you might be surprised at just how easy it is to misread questions. For example, if a question requires you to explain the difference between two legal concepts and you misuse them during your answer, you will not receive any marks. Even if you spend time towards the end of the exam checking your answers, it is very difficult to catch mistakes like this after they have been made. So give yourself enough time to read each question and your answer as you go.
Another issue is neglecting to cite cases correctly. In particular, the case name is often not italicized, which is a common complaint of Business Law examiners. Citation standards may vary by jurisdiction, but the convention for most Canadian provinces is to italicize the case name, and enclose the year in square brackets. It is also considered bad form to write out the full name of the case in the answer itself. While you want to be clear that the case referred to applies to the topic being discussed, you do not need to explain this point in detail. You should assume that the examiner has studied the same materials that you have, and should therefore use the cases to demonstrate your knowledge and understanding, rather than to outline the facts of each individual case. If you were asked about the effect of case law in business law, you might say that by taking a relatively clear judicial approach to the interpretation of contracts, the Supreme Court has set clear expectations for how businesses should deal with common issues in corporate law and bankruptcy, which gives Canadian firms a greater degree of stability and predictability.
Another common issue is a lack of detail in answers, or more commonly, a lack of detail beyond the immediately apparent. Legal analysis often relies heavily on the facts of the situation in question. While business law exams do not tend to state the facts of a case in the same detail as those found in a textbook, you can still analyze the situation given the facts provided. Dig into the question and re-examine certain clauses in the contract or areas of law being assessed. Think about how the outcome in this situation could have been changed, had there been a different fact pattern. For example, consider how the outcome of a case would have different had the damages been lower (or higher), or had the requirement of a writing been waived.
Finally, consider using headings in your exam forms to organize your answers and help your reviewer follow the logic of your arguments. However, be mindful that headings will take up valuable space on an exam sheet and disrupt the flow of your writing. While it is very easy to drop a few points for lack of organization, it is a fine line between too few and too many headings.
Finally, remember that examiners are not out to get you. The primary goal of an exam is to assess your understanding of the material, not to trick you into failing. So remember to breathe, to write clearly and legibly, and to clearly articulate your thoughts and arguments. As in many situations, a strong president is a helpful one, so remember the stories from class as these are often the strongest illustrations of the impact of law for the public.
Where to Find the Best Resources for Studying Business Law
While textbooks and course materials are fundamental resources for business law exam preparation, there are also numerous supplementary resources available to support students in their courses and on finals. Many universities provide access to additional resources through their library systems. For example, many law schools grant access to databases such as LexisNexis and Westlaw, which provide a wide selection of case law, law reviews and treatises to assist in exam preparation efforts. Consider other database access through your university library system, as well; many institutions provide discounted or free online access to legal periodicals collections . Don’t forget to use the online help provided by your textbook publishers, as well — many, including the "For Dummies" and WileyPress guides provide extensive test preparation sections with information regarding the types of questions and topics you may encounter in your exam. Take some time to consider any review courses your school may offer, as well. Business law is an area of law that brings professionals from many different fields together — not just lawyers, but also those in roles such as accounting, consulting and IT. As such, you may find short-term business law exam prep courses available before finals week so be sure to check your campus learning portal.