Table of Contents

Part 1 Foundations of American Law
1 The Nature of Law
2 The Resolution of Private Disputes3 Business and the Constitution4 Business Ethics, Corporate Social Responsibility,Corporate Governance, and Critical ThinkingPart 2 Crimes and Torts5 Criminal Law and Procedure6 Intentional Torts7 Negligence and Strict Liability8 Intellectual Property and Unfair CompetitionPart 3 Contracts9 Introduction to Contracts 10 The Agreement: Offer11 The Agreement: Acceptance12 Consideration13 Reality of Consent14 Capacity to Contract15 Illegality16 Writing 17 Rights of Third Parties18 Performance and Remedies Part 4 Sales19 Formation and Terms of Sales Contracts20 Product Liability 21 Performance of Sales Contracts 22 Remedies for Breach of Sales ContractsPart 5 Property23 Personal Property and Bailments24 Real Property25 Landlord and Tenant 26 Estates and Trusts 27 Insurance Law Part 6 Credit28 Introduction to Credit and Secured Transactions29 Security Interests in Personal Property30 BankruptcyPart 7 Commercial Paper31 Negotiable Instruments32 Negotiation and Holder in Due Course33 Liability of Parties34 Checks and Electronic TransfersPart 8 Agency Law35 The Agency Relationship36 Third-Party Relations of the Principal and the AgentPart 9 Partnerships37 Introduction to Forms of Business and Formation of Partnerships38 Operation of Partnerships and Related Forms 39 Partners’ Dissociation and Partnerships’ Dissolution and Winding Up40 Limited Liability Companies, Limited Partnerships, and Limited Liability Limited PartnershipsPart 10 Corporations41 History and Nature of Corporations42 Organization and Financial Structure of Corporations43 Management of Corporations44 Shareholders’ Rights and Liabilities45 Securities Regulation46 Legal and Professional Responsibilities of Auditors, Consultants, and Securities Professionals Part 11 Regulation of Business47 Administrative Law48 The Federal Trade Commission Act and Consumer Protection Laws49 Antitrust: The Sherman Act50 The Clayton Act, the Robinson–Patman Act,and Antitrust Exemptions and Immunities 51 Employment Law52 Environmental RegulationAppendix A The Constitution of the United States of America A-1Appendix B Uniform Commercial Code B-1

About the Author

Jane P. Mallor is Professor Emerita of Business Law at the Kelley School of Business, Indiana University (IU). She joined the Kelley School faculty in 1976 and served two stints as chair of its Department of Business Law & Ethics, most recently from 2009 to 2014. Professor Mallor received a B.A. from IU and a J.D. from IUs Maurer School of Law. She has been admitted to the Indiana Bar, the Bar of the Southern District of Indiana, and the Bar of the U.S. Supreme Court. She is a member of the Academy of Legal Studies in Business. Professor Mallor has taught a range of courses, including an introductory legal environment course and real estate law at the undergraduate level and graduate-level legal concepts and cyberlaw courses. She has also taught an online law and ethics graduate course and university pedagogy courses for business doctoral students. Professor Mallor is a member of IUs Faculty Colloquium for Excellence in Teaching and was a Lilly Postdoctoral Teaching Fellow. She has won a number of teaching awards, including the Amoco Foundation Award for Distinguished Teaching, the Dow Technology Teaching Award, and the Innovative Teaching Award. Her research has focused primarily on punitive damages, product liability, and employment rights. Her work has been published in law reviews such as the American Business Law Journal, the Hastings Law Journal, the North Carolina Law Review, and the Notre Dame Lawyer.




A. James Barnes is Professor of Public and Environmental Affairs and Professor of Law at Indiana University, Bloomington (IU). He previously served as Dean of IUs School of Public and Environmental Affairs, and has taught business law at Indiana University and Georgetown University. His teaching interests include commercial law, environmental law, alternative dispute resolution, law and public policy, and ethics and the public official. He is the co-author of several leading books on business law. From 1985 to 1988, Professor Barnes served as the deputy administrator of the U.S. Environmental Protection Agency (EPA).
From 1983 to 1985 he was the EPA general counsel and in the early 1970s served as chief of staff to the first administrator of EPA. Professor Barnes also served as a trial attorney in the U.S. Department of Justice and as general counsel of the U.S. Department of Agriculture. From 1975 to 1981, he had a commercial and environmental law practice with the firm of Beveridge and Diamond in Washington, D.C.
Professor Barnes is a Fellow of the National Academy of Public Administration, and a fellow in the American College of Environmental Lawyers. He recently served as the chair of EPAs Environmental Finance Advisory Board, and as a member of the U.S. Department of Energys Environmental Management Advisory Board. From 1992 to 1998 he was a member of the Board of Directors of the Long Island Lighting Company (LILCO). Professor Barnes received his B.A. from Michigan State University and a J.D. (cum laude) from Harvard Law School.




Arlen W. Langvardt, Professor of Business Law and the Graf Family Professor, joined the faculty of Indiana Universitys Kelley School of Business in 1985. From 2000 to 2009, he served as chair of the Department of Business Law & Ethics. He earned a B.A. (summa cum laude), from Hastings College and a J.D. (with distinction), from the University of Nebraska. In private law practice before becoming a member of the Kelley School faculty, he tried cases in a variety of legal areas, including tort, contract, constitutional, and miscellaneous commercial cases.
Professor Langvardt has received a number of teaching awards at the graduate and undergraduate levels. His graduate teaching assignments have included legal environment, ethical leadership, and critical thinking courses, as well as specialized courses dealing with marketing law, intellectual property management, and legal issues for artists and arts organizations. He has also taught various undergraduate business law courses. Professor Langvardts wide-ranging research interests are reflected in his articles on commercial speech, defamation, intellectual property, medical malpractice, and other healthcare-related subjects. The list of journals in which his numerous articles have appeared includes the American Business Law Journal, the Minnesota Law Review, the Harvard Journal of Sports & Entertainment Law, the University of Pennsylvania Journal of Business Law, the Minnesota Journal of Law, Science & Technology, the Trademark Reporter, and the Journal of Marketing. Professor Langvardt has won several research awards from professional associations, including the Holmes/Cardozo and Hoeber Awards from the Academy of Legal Studies in Business and the Ladas Memorial Award from the United States Trademark Association.





Jamie Darin Prenkert, Professor of Business Law and Arthur M. Weimer Faculty Fellow, joined the faculty of Indiana Universitys Kelley School of Business in 2002. He has served as chair of the Department of Business Law & Ethics since 2014. Professor Prenkert is a former Editor in Chief of the American Business Law Journal and member of the executive committee of the Academy of Legal Studies in Business. His research focuses on issues of employment discrimination and the human rights obligations of transnational corporations. He has published articles in the American Business Law Journal, the North Carolina Law Review, the Berkeley Journal of Employment and Labor Law, and the University of Pennsylvania Journal of International Law, among others. He also recently coedited a volume entitled Law, Business and Human Rights: Bridging the Gap. Professor Prenkert has taught undergraduate and graduate courses, both in-residence and online, focusing on the legal environment of business, employment law, law for entrepreneurs, and business and human rights. He is a recipient of the Harry C. Sauvain Undergraduate Teaching Award and the Kelley Innovative Teaching Award.
Professor Prenkert earned a B.A. (summa cum laude) from Anderson University and a J.D. (magna cum laude) from Harvard Law School. Prior to joining the faculty of the Kelley School, he was a senior trial attorney for the U.S. Equal Employment Opportunity Commission.




Martin A. McCrory, Associate Professor of Business Law, joined the faculty in 1995.  He is also the former Vice Provost for Educational Inclusion and Diversity at Indiana University's Bloomington campus. As such, he was the chief diversity officer for Indiana University-Bloomington. Additionally, he was the universitys Associate Vice President of Academic Support and Diversity for all eight campuses. Prior to his academic career, he was a litigation attorney with the United States Department of Justice (the Environment and Natural Resources Division). During his tenure at the Department of Justice, he received the Departments Special Commendation Award for Outstanding Service. Professor McCrory was also a senior attorney with the Natural Resources Defense Council and later its Director of Public Health. He was a member of the Environmental Protection Agencys seven-member National Environmental Justice Task Force. He also sat on the Board of Directors for Friends of the Earth and chaired the organizations litigation committee. He has co-authored or edited several federal and state bills, has testified before Congress, and has worked with the White House on environmental legislation and regulations.
Focusing on environmental law (and environmental justice), sustainable development, corporations (and business organizations), contracts, secured transactions, commercial paper, and negotiations, Professor McCrory has taught courses in the graduate and undergraduate programs. He also served as chair of the Kelley Schools Undergraduate Honors Program and was the Arcelor-Mittal Faculty Fellow. He has won numerous teaching awards. Professor McCrorys articles have been published in law reviews such as the American Business Law Journal, the Stanford Environmental Law Review, the UCLA Journal of Environmental Law and Policy, the Vermont Law Review and the University of Colorado Law Review.