PARA 120
Business Law

Course Introduction

Business Law represents a very large part of many legal practices. As a practicing paralegal, you may find yourself working in one or more areas of business law. This course is designed to introduce nine areas of business law to you; there is a new topic each week. The material is meant to acquaint you with that area of the law. It will not, however, provide you with an in-depth understanding of that area—that would require much more time and study.

Each lesson has an accompanying exercise designed to help reinforce what you learned in the lesson. The course will require you to exercise your legal writing skills learned earlier in the program, apply your analytical and reading skills, and learn new material. This area of the law is a fast-paced and exciting one in which to work, and one that is changing constantly.

Course Goals and Objectives

While a portion of the practice of business law involves dispute resolution and litigation, a majority of time spent by many business law attorneys involves the preparation of materials that enable business transactions to occur. Activities such as preparing and reviewing contracts, advising clients on the optimal form of business ownership, handling the transfer of ownership of real property, helping clients to remain abreast of current developments in employment law, and assisting clients with the protection of assets form the core of work for most business law attorneys. In fact, most business transactions do not involve litigation or disputes—most continue to their successful completion. If they did not, our economic system would be in grave peril. Thus, it is important to learn to facilitate the business transaction.

To date, your study of business law has focused on the theoretical underpinnings of many of these topics and the disputes that can arise from them. In this course you will view each of these topics from a different perspective—that of business advisor. You will be applying your theoretical knowledge by learning how to accomplish various tasks such as how to draft a contract, determine the best form of ownership for a business, complete the forms to handle the sale of real property, and assess employee practices for a company.

In sum, then, the goals of this course are for you to better understand

• the basic principles of contract drafting;
• the forms of business ownership and their relative benefits and drawbacks;
• the process by which real property is purchased and sold;
• the myriad of laws governing the employee-employer relationship at a basic level;
• negotiable instruments, the banking system, and secured transactions; and
• the principles of the protection of intellectual property.

Objectives

When you have successfully finished this course, you will be able to

• draft a simple contract;
• list the types of negotiable instruments, the differences between them, and the liabilities flowing from them;
• recommend the optimal form of ownership for a small business, and identify the documents required under state and local laws to operate that business;
• discuss the relationship between a bank and its customers, including the bank’s duty to honor checks and accept deposits;
• complete the forms required to handle the sale of residential property;
• define the terms used in secured transactions and articulate the process of perfecting a security interest and the rights and duties of debtors and creditors;
• understand the principles of a mortgage and the impact of foreclosure;
• list the methods by which intellectual property may be protected; and
• list the significant federal and state laws governing the employment relationship and identify the significant regulations flowing from them; and

Prerequisites

Please see admission requirements at http://www.outreach.washington.edu/ext/certificates/pas/pas_hta.asp.

Technology Requirements and Skills

See the Online Student Handbook for the technology requirements and skills necessary for this course.

About the Online Environment

For some learners online courses can be challenging because of the lack of in-person communication. However, they also have advantages—they allow you to work at your own pace, you get more individualized assistance from the instructor, and you can use online technologies that work to create community. In addition, you can take advantage of a wide variety of online resources to help you succeed.

Course Organization

Each of the ten lessons in this course includes some or all of the components described in this section.

Key Terms

Where appropriate the lessons include terminology important to the concepts you learn in the lesson to serve as guides to your study. These terms are in a distinctive typeface where they appear in the text and are also shown in a sidebar box. The terms are defined in the lesson commentary, the assigned readings, or both.

Self-study Exercises

Some lessons include self-study exercises that provide opportunities for you to review, practice, and apply your learning. While these exercises are not submitted to the instructor and evaluated, you need to complete them to master the subject. You can contact the instructor for help with them if needed.

Discussion Forum

An online discussion forum allows you to communicate with other currently enrolled students and your instructor. We encourage you to use this forum to exchange ideas, resources, and comments about your coursework with other students in this course. This unstructured forum is not monitored by your instructor.

While your instructor will not be monitoring the student forum and thus will not respond to questions posed on it, your instructor is very willing to answer questions at any time. Please feel free to contact your instructor either by email or by phone.

Required Materials

This class requires the following:

Required Reading

Roger LeRoy Miller and Gaylord A. Jentz, Fundamentals of Business Law, 7th ed. (Mason, OH: Thomson South-Western, 2007). ISBN: 0324381689

Laurel Currie Oates and Anne Enquist, The Legal Writing Handbook, 4th ed. (New York: Aspen Law & Business, 2006). ISBN: 0735555680

About the Lessons

Lesson One: Contract Law

This lesson develops your knowledge of the common law of contracts. You learn about the various types of contracts and how they are characterized and classified. You also learn what makes a contract enforceable, and the remedies in breach.

Lesson Two: Drafting Contracts

This lesson asks you to review material about contract law in preparation for learning to draft a contract. You learn about how to best organize a contract, are introduced to the types of clauses contained in a contract, and put your knowledge to use by actually drafting a simple contract.

Lesson Three: Negotiable Instruments

This lesson introduces you to the law of negotiable instruments—the law that governs drafts, checks, promissory notes, and certificates of deposits. We all use these instruments in our daily lives. In fact, it would be impossible to conduct business without them! Thus, they are critically important.

Lesson Four: Forms of Business Ownership

This lesson deals with the options a new business owner faces in the way the legal ownership of that business is held. Clients opening a new business or wanting to change their businesses often seek advice on the optimal structural form for them. The material in this lesson acquaints you with various ownership forms. Although you study many details of the various ownership forms, the material presented is an overview; it is not intended to make you an expert on the subject.

Lesson Five: The Banking System

This lesson deals with the U.S. banking system and focuses on the Federal Reserve, deposit acceptance regulations, check processing, and electronic money. Through the reading assignment, you learn about the rules governing how banks post deposits to customers' accounts, how checks are processed, and how the electronic banking system operates. The online commentary discusses the Check Clearing for the 21^st Century Act, also called the Check 21 Act. While the material in this lesson has importance for clients, it may also be important to you personally.

Lesson Six: Purchase and Sale of Real Estate

This lesson covers the law related to the purchase and sale of real estate. In it you will integrate your knowledge of contract law, property law, and agency law. In a practice that specializes in real estate, a paralegal often participates in the preparation and review of the documents involved in the transaction. This lesson introduces several of them. In the accompanying assignment you conduct a review of several documents for a client's purchase transaction.

Lesson Seven: Secured Transactions

This lesson introduces the law of secured transactions. Each of you is touched by this area of the law when you purchase a product or service using an installment contract, or if you borrow money and give something as collateral to the lender. Although this area of the law is statutory, it is derived from the common law.

Lesson Eight: Purchase and Sale of Real Estate—Financing the Transaction

This two part lesson introduces you to the principle ways real estate is financed in the United States. This area of the law is like property law in that it is a combination of common law overlaid by statutory law. Like other areas of business law, it is largely governed by state law. Part A covers mortgages, and Part B concerns deeds of trust and real estate contracts.

Lesson Nine: Employment Law

This lesson introduces you to the many laws that govern the employment relationship. These laws cover everything from work hours and pay through retirement, and they are an important source of concern for employers and employees alike. As our society seeks to protect workers by enacting laws, these laws in turn give rise to numerous lawsuits. This area of the law is a growing one, and one in which you might seek to practice.

Lesson Ten: Intellectual Property Law

This two-part lesson introduces an interesting and developing legal area—intellectual property law. While some protection for important and valuable intellectual assets existed since the founding of the U.S., the introduction of the computer and widespread use of the Internet caused an explosion of developing law in this specialty. While intellectual property law was practiced in the past in a few law firms, today most law firms, corporate legal departments, and even some government agencies are faced with intellectual property law issues on a daily basis. Part A deals with marks, and Part B concerns patents, trade secrets, and copyrights.

Assignments

Each lesson is accompanied by an assignment. Assignments in this course ask you to

1. write legal memoranda based on a fact pattern found in a case study or set of legal documents;
2. write a letter to the client based on a fact pattern found in a case study or set of legal documents; and
3. answer questions at the end of the chapters you are asked to read.

Assessment

Evaluation Components

Your grade for this course will be recorded as Successful Completion or Unsuccessful Completion. (SC/USC). If you receive a Successful Completion for this course, you will earn the appropriate number of Continuing Education Units (CEUs).

Your course grade is based on the components shown in table 1, each with the assigned weight in the final grade. You must complete all assignments and receive at least 70% of the total points in order to receive a "Successful Completion."

Table 1—Course Assignments

Assignment	% of Grade
Assignment 1: Contracts	10%
Assignment 2: Draft of Contract	10%
Assignment 3: Negotiable Instruments	10%
Assignment 4: Forms of Business Ownership	10%
Assignment 5: The Banking System	10%
Assignment 6: Purchase & Sale of Real Estate	10%
Assignment 7: Secured Transactions	10%
Assignment 8: Financing Real Estate	10%
Assignment 9: Employment Relationship	10%
Assignment 10: Intellectual Property	10%

Each assignment will receive between 1 and 4 points, awarded using the criteria shown in the grading rubric in table 2.

Table 2—Grading Rubric

Score	Interpretive Statement
4 points Very Good	Strong work. Work at this level shows signs of creativity, is thorough and well-reasoned, and demonstrates clear recognition and good understanding of the issues.
3 points Acceptable	Competent work. Work at this level is adequate even though some weaknesses are evident. Shows understanding of the issues and problems. Shows neither unusual strengths nor exceptional weaknesses.
2 points Needs Improvement	Substandard performance. Understanding of major issues is incomplete.  Had this assignment been given to a supervisor on the job, it likely would have been returned for revision.
1 point Unacceptable	Work is not adequately developed and/or has flaws or omissions; had the assignment been given to a supervisor on the job, it would have been returned for significant revision.

Late Policy

If you encounter difficulties in completing and submitting an assignment on time, please contact your instructor before you miss the submission deadline. Submitting an assignment after the due date may lead to reduced points on that assignment.

How to Submit Assignments

Refer to the "About Your Instructor" page for information on how to submit your assignments.

How to Ask Questions

There is a discussion forum included as part of the course so that you can pose questions to the class as a whole. While this course is designed to be done on your own, one of the great features of the Web is its ease in facilitating communication. We encourage you to use the discussion forum as a way to share problems you are having with the material or resources that you find useful for this course, and to use good netiquette when dealing with your fellow students.

Of course, you can also contact your instructor directly via e-mail or by phone. See the "About your Instructor" section of the course syllabus for details.

About the Course Developer

Judith Maier, M.B.A., J.D., has counseled clients on both business and legal matters. Her years in business management in the software and health care fields coupled with her M.B.A. and law degree provide a rather unique set of experience to businesses and individuals. She continues to practice law and act as a business consultant to a selective client base whose business activities range from importing Asian products and distributing them worldwide, to yacht building and refit.

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