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Not So Good: The Classification Of “Smart Goods” Under Ucc Article 2, Chadwick L. Williams 2018 Georgia State University College of Law

Not So Good: The Classification Of “Smart Goods” Under Ucc Article 2, Chadwick L. Williams

Georgia State University Law Review

Refrigerators can now tweet. Today, almost sixty years after the states widely adopted the Uniform Commercial Code (UCC), the line between goods and services is more blurred than ever. When the UCC was drafted, a good was the simple opposite of a service. A good was something “movable” and tangible, and a service was not. Article 2 of the UCC, which governs sales, limits its scope to goods.

However, because Article 2 was drafted long before the proliferation of so-called “smart goods,” courts continuously struggle to determine when a smart good falls within Article 2’s scope. Courts have developed ...


Traduction De « Has Capitalism Failed In Law? » (1937) Par Hermann Kantorowics, Matthieu Forlodou 2018 Institut d'etudes avancées de Nantes

Traduction De « Has Capitalism Failed In Law? » (1937) Par Hermann Kantorowics, Matthieu Forlodou

Matthieu Forlodou

This translation attempt of: Hermann Kantorowicz, Has Capitalism Failed in Law? (1937), is part of a series of translations of texts written by major legal scholars (American, English, German mainly) during the inter-war period at a time when capitalism was vigourously debated in the context of both communist and facist states in the world.
The main idea behind this project is to give a view of the main practical and theoretical issues as well as the basic arguments that historically formed the international background of the debate about the present and future state of Japan, in the aftermath of the ...


Valuation Of Intellectual Property: Placing A Dollar Value On Technology (Or, Are Real-Options Real?), Gordon V. Smith 2018 University of Maine School of Law

Valuation Of Intellectual Property: Placing A Dollar Value On Technology (Or, Are Real-Options Real?), Gordon V. Smith

Maine Law Review

Valuation professionals have for a long time been appraising business enterprises and their underlying assets. The “dot-com” New Economy has dramatically changed how businesses can do business and has introduced us to some new forms of intellectual property rights. Have these changes altered our valuation methodologies? Prior to the 1960s, when valuation professionals were faced with a situation in which the value of a business enterprise appeared to exceed the value of its underlying assets, the difference was ascribed to “goodwill” or “blue sky.” No real effort was made to identify the constituents of this catch-all category, it was simply ...


The Perfection And Priority Rules For Security Interests In Copyrights, Patents, And Trademarks: The Current Structural Dissonance And Proposed Legislative Cures, Thomas M. Ward 2018 University of Maine School of Law

The Perfection And Priority Rules For Security Interests In Copyrights, Patents, And Trademarks: The Current Structural Dissonance And Proposed Legislative Cures, Thomas M. Ward

Maine Law Review

The structural legal dissonance that undermines the effective financing of federal intellectual property rights (patents, trademarks registrations, copyrights, and maskworks) is rooted in the prominence of title in both the early conceptual history of personal property financing and in the language of the federal tract recording acts. While genuine ownership transfers have always represented the prototype under the federal intellectual property recording statutes, transfers intended for security were also originally included because of the early judicial thinking about the importance of title to the validity (against third parties) of a “mortgage” right in intangible personal property. As products of their ...


Revised Article 9 And Intellectual Property Asset Financing, Raymond T. Nimmer 2018 University of Maine School of Law

Revised Article 9 And Intellectual Property Asset Financing, Raymond T. Nimmer

Maine Law Review

Commercial asset value today often resides primarily in information assets, rather than in the physical assets that dominated the industrial age (goods and real estate). While tangible assets continue to have value, of course, the shift toward intangibles as value is significant and has been occurring for some time. We have not yet seen its end. More important, we have not yet come to grips with its meaning, either for commercial contract law or for commercial asset-based financing. Attitudes and approaches from the commercial world before intangible assets took center stage continue to influence how modern law treats information assets ...


Brief Of Amici Curiae Corporate Law Professors In Masterpiece Cakeshop, Ltd. V. Colorado Civil Rights Commission, Harold Kent Greenfield, Daniel A. Rubens 2018 Boston College Law School

Brief Of Amici Curiae Corporate Law Professors In Masterpiece Cakeshop, Ltd. V. Colorado Civil Rights Commission, Harold Kent Greenfield, Daniel A. Rubens

Kent Greenfield

Professor Greenfield was the principal author of an amicus brief on behalf of 33 corporate law professors in Masterpiece Cakeshop, Ltd. v. Colorado Civil Rights Commission, argued in December 2017. The brief argues that shareholders’ religious and political beliefs should not be projected onto a corporation for purposes of First Amendment accommodation.


The Case For Tipping And Unrestricted Tip-Pooling: Promoting Intrafirm Cooperation, Samuel Estreicher, Jonathan Remy Nash 2018 New York University School of Law

The Case For Tipping And Unrestricted Tip-Pooling: Promoting Intrafirm Cooperation, Samuel Estreicher, Jonathan Remy Nash

Boston College Law Review

No law in the United States requires or prohibits customers from tipping employees for satisfactory service. Tip income is typically regarded as belonging to employees and may not be appropriated by the employer. Tipping is a widespread phenomenon in certain settings–restaurants, hotels, and gambling casinos. It is a form of performance-based variable compensation that is generally not found elsewhere in this country, where employees generally prefer fixed incomes over a defined period. As a general matter, our laws allow tipping but regulate the sharing of tip income among employees. In the restaurant setting, tip-pooling occurs when tips received by ...


Organic Corporate Governance, Robert C. Bird, Stephen Kim Park 2018 University of Connecticut

Organic Corporate Governance, Robert C. Bird, Stephen Kim Park

Boston College Law Review

A publicly-held corporation maintains a system of governance through separation of ownership and control of the firm. Under this framework, corporations attract capital and repatriate profits to their shareholders under the authority vested in the board of directors. However, significant evidence exists that Chief Executive Officers (“CEOs”) are commonly driven by self-interest, boards often indulge CEOs, and shareholders find it difficult to monitor management. Many recent reforms have sought to improve corporate governance through regulatory interventions that empower shareholders. This Article identifies the limitations of this approach and advances a new model that looks within the “black box” of the ...


Online And “As Is”, Colin P. Marks 2018 Pepperdine University

Online And “As Is”, Colin P. Marks

Pepperdine Law Review

Online retail is a multi-billion-dollar industry in the United States. Consumers enjoy the ease with which they can browse, click, and order goods from the comfort of their own homes. Though it may come as no surprise to most lawyers, retailers are taking advantage of online transactions by attaching additional terms and conditions that one would not normally find in-store. Some of these conditions are logical limitations on the use of the retailers’ websites, but others go much further, limiting consumers’ rights in ways that would surprise many shoppers. In particular, many online retailers use these terms to limit implied ...


Newsroom: From Farm To School 1-2-2018, Roger Williams University School of Law 2018 Roger Williams University

Newsroom: From Farm To School 1-2-2018, Roger Williams University School Of Law

Life of the Law School (1993- )

No abstract provided.


Boilerplate’S False Dichotomy, James Gibson 2018 University of Richmond

Boilerplate’S False Dichotomy, James Gibson

Law Faculty Publications

The argument against enforcing boilerplate contracts (contracts that no one reads) seems clear. Indeed, if this were a court case we would say that the jury is in; the evidence against boilerplate is overwhelming. Yet the judge has yet to render judgment. Courts continue to enforce boilerplate terms, and even those scholars who have exposed boilerplate as an emperor with no clothes are reluctant to gaze upon its nakedness and condemn its use.

This reluctance originates in an assumption that pervades the boilerplate debate—namely, that courts and commentators alike view boilerplate as necessary to the modern transaction. When asked ...


Book Review: Surrogacy: A Human Rights Violation By Renate Klein, Kate Rose 2018 Dare To Tell

Book Review: Surrogacy: A Human Rights Violation By Renate Klein, Kate Rose

Dignity: A Journal on Sexual Exploitation and Violence

No abstract provided.


Does Contract Law Need Morality?, Kimberly D. Krawiec, Wenhao Liu 2018 Duke Law School

Does Contract Law Need Morality?, Kimberly D. Krawiec, Wenhao Liu

Faculty Scholarship

In "The Dignity of Commerce", Nathan Oman sets out an ambitious market theory of contract, which he argues is a superior normative foundation for contract law than either the moralist or economic justifications that currently dominate contract theory. In doing so, he sets out a robust defense of commerce and the marketplace as contributing to human flourishing that is a refreshing and welcome contribution in an era of market alarmism. But the market theory ultimately falls short as either a normative or prescriptive theory of contract. The extent to which law, public policy, and theory should account for values other ...


Why Do Prosecutors Say Anything? The Case Of Corporate Crime, Samuel W. Buell 2018 Duke Law School

Why Do Prosecutors Say Anything? The Case Of Corporate Crime, Samuel W. Buell

Faculty Scholarship

Criminal procedure law does not require prosecutors to speak outside of court. Professional regulations and norms discourage and sometimes prohibit prosecutors from doing so. Litigation often rewards strategic and tactical maintenance of the element of surprise. Institutional incentives encourage bureaucrats, especially those not bound by procedural requirements of administrative law, to decline to commit themselves to future action. In the always exceptional field of corporate crime, however, the Department of Justice and federal line prosecutors have developed practices of signaling and describing their exercise of discretion through detailed press releases, case filings, and policy documents. This contribution to a symposium ...


Possible Unfair Practices In The Marketing Of Differentiated Food Products In The Single Market: The Concept Of The “Legitimate Expectations” Of Consumers, Luis González Vaqué 2017 Asociación Iberoamericana para el Dereho Alimentario

Possible Unfair Practices In The Marketing Of Differentiated Food Products In The Single Market: The Concept Of The “Legitimate Expectations” Of Consumers, Luis González Vaqué

Luis González Vaqué

During the month of September 2017 the Commission published guidelines entitled “Commission Notice on the application of EU food and consumer protection law to issues of Dual Quality of products — The specific case of food”. In this article the author deals with the problem of the marketing of differentiated food products in the Single Market, taking into account that it likely constitutes a commercial practice prohibited by Directive 2005/29/EC on Unfair Commercial Practices, basing it on a critical analysis of the above mentioned Commission Notice on dual quality (a document that is a first step in the right ...


Boca Park Marketplace Syndications Grp., L.L.C. V. Higco, Inc., 133 Nev. Adv. Op. 114 (Dec. 28, 2017), Tamara Cannella 2017 University of Nevada, Las Vegas -- William S. Boyd School of Law

Boca Park Marketplace Syndications Grp., L.L.C. V. Higco, Inc., 133 Nev. Adv. Op. 114 (Dec. 28, 2017), Tamara Cannella

Nevada Supreme Court Summaries

The Court held the declaratory judgment exception to claim preclusion applies when the initial action sought only declaratory relief.


The Pro Bono Collaborative Project Spotlight 12-20-2017, Roger Williams University School of Law 2017 Roger Williams University

The Pro Bono Collaborative Project Spotlight 12-20-2017, Roger Williams University School Of Law

Pro Bono Collaborative Staff Publications

No abstract provided.


The Crisis In Corporate Governance: 2002 Style, Robert W. Hamilton 2017 University of Maine School of Law

The Crisis In Corporate Governance: 2002 Style, Robert W. Hamilton

Maine Law Review

The period from November 1, 2001 to October 1, 2002 has been an astonishing period for corporate governance in many respects. It began with the completely unexpected collapse of Enron Corporation on November 1, 2001, followed almost immediately thereafter by widely publicized downward profit restatements and bankruptcy filings by a significant number of telecommunication companies. Since November 1, 2001, there have been numerous public reports of fraud, misconduct, and scandals by directors of other well-known corporations such as Lucent Technologies, Kmart, Merck & Co., and Rite Aid Corporation. There also have been disclosures of many instances in which corporate officers and ...


The Commercialisation Of Equity, Man YIP, James LEE 2017 Singapore Management University

The Commercialisation Of Equity, Man Yip, James Lee

Research Collection School Of Law

This paper analyses the jurisprudence on the relevance of the commercial context to principles of the law of equity and trusts. We criticise recent UK Supreme Court decisions in the area (chiefly Williams v Central Bank of Nigeria, FHR European Ventures v Cedar Capital Partners and AIB Group v Mark Redler & Co) and identify a trend of the 'commercialisation' of the issues. The cases are placed in comparative context and it is argued that there is an unsatisfactory pattern of judicial reasoning, exhibiting a preference for some degree of unarticulated flexibility in commercial adjudication. But the price of that flexibility ...


Corporate Tax Avoidance And Honoring The Fiduciary Duties Owed To The Corporation And Its Stockholders, Eric C. Chaffee, Karie Davis-Nozemack 2017 University of Toledo College of Law

Corporate Tax Avoidance And Honoring The Fiduciary Duties Owed To The Corporation And Its Stockholders, Eric C. Chaffee, Karie Davis-Nozemack

Boston College Law Review

Corporate tax avoidance is a pressing issue of both national and international concern. Corporations usually claim that they are legally required to engage in aggressive tax strategies. But this Article proves that claim is incorrect when based upon the fiduciary duties owed to the corporation and its stockholders. Directors and other corporate managers often look to the classic case of Dodge v. Ford, which is ubiquitous in corporate law from the boardroom to the courtroom, as a North Star that guides them toward and defines their fiduciary duties to the corporation and its stockholders. In Dodge, the court held, “A ...


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