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Articles 1 - 30 of 102
Full-Text Articles in Law
The Essential Roles Of Agency Law, Gabriel Rauterberg
The Essential Roles Of Agency Law, Gabriel Rauterberg
Michigan Law Review
This Article suggests a fundamental shift in how we think about agency. The essential function of agency law lies not only in enabling the delegation of authority, as is widely suggested, but as significantly in its effect on creditors’ rights through asset partitioning. There is an increasing temptation in legal scholarship to treat agency law as a sideshow confined to the first day of corporations class. This is because much of what agency law does in commerce could simply be accomplished through standard-form contracts that provide default terms for the relationships among firms, their managers, and third parties. Even agency’s …
War Is Governance: Explaining The Logic Of The Laws Of War From A Principal-Agent Perspective, Eyal Benvenisti, Amichai Cohen
War Is Governance: Explaining The Logic Of The Laws Of War From A Principal-Agent Perspective, Eyal Benvenisti, Amichai Cohen
Michigan Law Review
What is the purpose of the international law on armed conflict, and why would opponents bent on destroying each other’s capabilities commit to and obey rules designed to limit their choice of targets, weapons, and tactics? Traditionally, answers to this question have been offered on the one hand by moralists who regard the law as being inspired by morality and on the other by realists who explain this branch of law on the basis of reciprocity. Neither side’s answers withstand close scrutiny. In this Article, we develop an alternative explanation that is based on the principal–agent model of domestic governance. …
Agency, Code, Or Contract: Determining Employees' Authorization Under The Computer Fraud And Abuse Act, Katherine Mesenbring Field
Agency, Code, Or Contract: Determining Employees' Authorization Under The Computer Fraud And Abuse Act, Katherine Mesenbring Field
Michigan Law Review
The federal Computer Fraud and Abuse Act ("CFAA ") provides for civil remedies against individuals who have accessed a protected computer without authorization or in excess of their authorization. With increasing numbers of employees using computers at work, employers have turned to the CFAA in situations where disloyal employees have pilfered company information from the employer's computer system. The vague language of the CFAA, however, has led courts to develop three different interpretations of "authorization" in these CFAA employment cases, with the result that factually similar cases in different courts can generate opposite outcomes in terms of employee liability under …
The Many Faces Of Fault In Contract Law: Or How To Do Economics Right, Without Really Trying, Richard A. Epstein
The Many Faces Of Fault In Contract Law: Or How To Do Economics Right, Without Really Trying, Richard A. Epstein
Michigan Law Review
Modern law often rests on the assumption that a uniform cost-benefit formula is the proper way to determine fault in ordinary contract disputes. This Article disputes that vision by defending the view that different standards of fault are appropriate in different contexts. The central distinction is one that holds parties in gratuitous transactions only to the standard of care that they bring to their own affairs, while insisting on the higher objective standard of ordinary care in commercial transactions. That bifurcation leads to efficient searches. Persons who hold themselves out in particular lines of business in effect warrant their ability …
Toward A Jurisprudence Of Cost-Benefit Analysis, Michael Abramowicz
Toward A Jurisprudence Of Cost-Benefit Analysis, Michael Abramowicz
Michigan Law Review
In 1989, Cass Sunstein published an article entitled On the Costs and Benefits of Aggressive Judicial Review of Agency Action. Sunstein apparently meant the words "costs" and "benefits" in an informal sense, as the article considered the advantages and disadvantages of aggressive judicial review without pretense of explicit quantification. That article was several generations ago in Sunstein scholarship, almost 100 articles and over a dozen books. The central concerns of that article, however, are relevant to an assessment of Sunstein's latest book, whose title, The Cost-Benefit State, uses the words "costs" and "benefits" as labels for quantitative assessments of the …
Ultra Vires Takings, Matthew D. Zinn
Ultra Vires Takings, Matthew D. Zinn
Michigan Law Review
When does legislative or administrative regulatory action "go[] too far" and effectively amount to an .appropriation of private property for which the Fifth Amendment requires just compensation? This question has turned out to be one of the thorniest in American constitutional law. The Supreme Court has identified several circumstances in which one can expect to find a regulatory taking, but its numerous pronouncements on the subject give no clear rule to distinguish compensable takings from noncompensable interference with property rights. Notwithstanding its volume, the commentary on the Takings Clause by and large addresses only proper governmental action that rises to …
Awarding Attorney's Fees To Pro Se Litigants Under Rule 11, Jeremy D. Spector
Awarding Attorney's Fees To Pro Se Litigants Under Rule 11, Jeremy D. Spector
Michigan Law Review
Among the myriad rules and statutes designed to curb litigation abuse, Rule 11 of the Federal Rules of Civil Procedure ("FRCP") is "the most widely used and most controversial of the sanctions rules." The increased use of Rule ll during the last fifteen years and the recent proliferation of fee-shifting provisions in federal statutes4 have led to an onslaught of motions for attorney's fees in the federal district courts. Simultaneously, these courts are seeing an increasing number of pro se litigants appear before them. The confluence of these two trends has produced the seemingly paradoxical result of pro se parties …
Banks And Banking-Bank's Liability For Breach Of Its Duty To Corporate Depositor-Maley V. East Side Bank Of Chicago, Michigan Law Review
Banks And Banking-Bank's Liability For Breach Of Its Duty To Corporate Depositor-Maley V. East Side Bank Of Chicago, Michigan Law Review
Michigan Law Review
The three stockholders of a close corporation contracted to sell all of the corporate stock to Shulman for $5,000 down and a balance of $17,000 in two notes payable in thirty days. A resolution filed with the defendant depositary bank provided that Paul, the former president, was to act as the interim treasurer for the corporation and was to cosign, with Shulman, all checks drawn on the corporate account until the balance of the purchase price was tendered. Approximately one week after the agreement was made, the bank received an inordinate number of inquiries regarding the credit of the corporation, …
Standing To Appeal Zoning Determinations: The "Aggrieved Person" Requirement, Alfred V. Boerner
Standing To Appeal Zoning Determinations: The "Aggrieved Person" Requirement, Alfred V. Boerner
Michigan Law Review
During the twentieth century the states have increasingly utilized their police power to control the use of land. All fifty states have now enacted zoning enabling legislation, much of which is based in whole or in part on the Standard State Zoning Enabling Act. Typically, these zoning acts, like the Standard Act, empower municipalities to promulgate land use regulations by dividing the municipality "into districts of such number, shape, and area as may be deemed best suited to carry out the purposes of this act ..." Most zoning acts specify that "all such regulations shall be uniform for each class …
Corporations-Officers And Directors-Liability For Representative Acts Under The Sherman Act, Leon E. Irish
Corporations-Officers And Directors-Liability For Representative Acts Under The Sherman Act, Leon E. Irish
Michigan Law Review
An indictment brought under section 1 of the Sherman Act charged appellee and the corporation that employed him with conspiracy to eliminate price competition in the greater Kansas City milk market. Appellee was charged solely, in his capacity as officer, director or agent of the corporation. The district court dismissed the indictment on the ground that natural persons are indictable under section 1 of the Sherman Act only for acts done on their own account. On direct appeal to the Supreme Court, held, reversed and remanded. A corporate officer is liable under section 1 of the Sherman Act whether …
Real Property - Liens - Husband's Contract For Improvements On Land Owned Jointly With Wife, Judd L. Bacon S.Ed.
Real Property - Liens - Husband's Contract For Improvements On Land Owned Jointly With Wife, Judd L. Bacon S.Ed.
Michigan Law Review
A husband alone contracted for the construction of a house on property owned jointly with his wife. The wife inspected the progress of the work, took part in directing it, and later occupied the house. In an equity proceeding by the contractor to establish and enforce a mechanic's and materialman's lien on the premises for the balance due under the contract, the trial court rendered a decree for the contractor. On appeal, held, reversed. Since there was no showing that the husband contracted as an agent of the wife, and the evidence does not support a finding that she …
Taxation - Federal Income Tax - Commission Received By Life Insurance Agent On Policies Purchased By Him Held To Be Taxable Income, Roger W. Findley S.Ed.
Taxation - Federal Income Tax - Commission Received By Life Insurance Agent On Policies Purchased By Him Held To Be Taxable Income, Roger W. Findley S.Ed.
Michigan Law Review
Taxpayer was agent for eleven life insurance companies. From two of them he purchased policies on the lives of his business partner, three key employees, and his children. He paid the regular premiums and subsequently received standard first-year and renewal commissions. When taxpayer did not include these in his gross income, the Commissioner assessed deficiencies and was sustained by the district court, On appeal, held, affirmed. A commission received by a life insurance agent on a policy purchased by him is taxable income. Ostheimer v. United States, (3d Cir. 1959) 264 F. (2d) 789, cert. den. 80 S.Ct. …
Priorities: Ii, Edgar N. Durfee
Priorities: Ii, Edgar N. Durfee
Michigan Law Review
This is the second part of "Priorities" (also known as "Little Nemo") which was taken from Professor Durfee's teaching materials. The first part was published in the February issue-which was dedicated to the memory of Professor Durfee.
The Legal Nature Of Collective Bargaining Agreements, Archibald Cox
The Legal Nature Of Collective Bargaining Agreements, Archibald Cox
Michigan Law Review
One reflecting upon the legal nature of a collective bargaining agreement can hardly avoid beginning with the thought that the institution has flourished outside of the courts and administrative agencies and often in the face of legal interference. The law had fallen into disrepute in the world of labor relations because it failed to meet the needs of men. Collective bargaining agreements were negotiated and administered without regard to conventional legal sanctions. Grievance procedures and arbitration evolved into an intricate and highly organized, private judicature. Many experienced and perceptive observers argued that the conventional sanctions for commercial contracts should not …
Taxation - Federal Income Tax - Proceeds From Cancellation Of Contract Treated As Ordinary Income, Jerome B. Libin S.Ed.
Taxation - Federal Income Tax - Proceeds From Cancellation Of Contract Treated As Ordinary Income, Jerome B. Libin S.Ed.
Michigan Law Review
Taxpayer had the exclusive right for a period of ten years to purchase all the coal mined by the operator of certain mines. In 1949 the operator paid taxpayer $500,000 as consideration for the complete acquisition of taxpayer's right and interest in the purchase agreement. Taxpayer reported this sum as a long-term capital gain. The Commissioner claimed that the amount received was ordinary income. The Tax Court upheld taxpayer's contention, indicating that the transaction had resulted in the sale or exchange of a capital asset. On appeal by the Commissioner, held, reversed, one justice dissenting. This transaction was more …
Fiduciary Administration - Nominee Statutes - Transfer Of Securities Held For The Benefit Of Another, Joseph T. De Nicola
Fiduciary Administration - Nominee Statutes - Transfer Of Securities Held For The Benefit Of Another, Joseph T. De Nicola
Michigan Law Review
Michigan is the forty-second jurisdiction to enact a nominee statute. Nominee statutes authorize a fiduciary to nominate a third person to hold stock or securities in the third person's name without giving notice on the stock certificate or on the transfer books of the corporation of his qualified ownership. For the most part it has been assumed that these statutes would facilitate a more rapid transfer of securities. It is the purpose of this comment to compare and analyze these statutes and to determine whether they are the most effective means of accomplishing the end they are intended to serve.
Contracts - Statute Of Frauds - Signature Applicable To Only Part Of A Memorandum, George R. Haydon Jr.
Contracts - Statute Of Frauds - Signature Applicable To Only Part Of A Memorandum, George R. Haydon Jr.
Michigan Law Review
Plaintiff buyer sought specific performance of an alleged contract for the sale of real estate. The instrument, denominated "deposit receipt," acknowledged receipt of the deposit, and then set forth the terms of the trade. This was signed "By Raymond Asmar," the alleged agent of the seller, in the place where the broker normally signs. Following this were two provisions. One, signed by plaintiff, stated that he agreed to purchase the property and that he confirmed the contract. A similar provision immediately following was not signed by defendant seller. The district court dismissed for failure to state a claim on which …
Fiduciary Administration - Compensation - Extra Compensation And The Rule Against Self-Dealing, David Shute
Fiduciary Administration - Compensation - Extra Compensation And The Rule Against Self-Dealing, David Shute
Michigan Law Review
Respondent was a member of a firm of certified public accountants who were actively engaged in assisting decedent work out his income tax difficulties at the time of his death. Under decedent's will respondent was named executor and trustee along with decedent's lawyer and a trust company. The executors employed respondent's partnership to perform services in connection with the estate. The surviving widow and life beneficiary of the estate filed objections to the account of the executors, urging that the rule against self-dealing on the part of fiduciaries precluded respondent from recovering for services performed as an accountant in addition …
Agency - Liability Of Principal For Termination Of Agents Employment, William G. Mateer S.Ed.
Agency - Liability Of Principal For Termination Of Agents Employment, William G. Mateer S.Ed.
Michigan Law Review
In the summer of 1949, appellant entered into an oral contract for an indefinite time with the appellee whereby the former was granted an exclusive wholesale distributorship of appellee's farm and garden equipment. A four-year period followed in which appellant increased the number of dealers in appellee's product from four or five in 1949 to over one hundred in 1953. In the latter part of 1952 appellant contemplated an enlargement of its facilities which would require it to enter upon a fifteen-year lease. Since the lessor desired some assurances as to the duration of appellant's franchise, appellant wrote to appellee …
Agency - Apparent Authority - Liability Of Corporation On Unauthorized Note Of General Manager, Thomas A. Troyer
Agency - Apparent Authority - Liability Of Corporation On Unauthorized Note Of General Manager, Thomas A. Troyer
Michigan Law Review
Welch, the general manager, executive vice-president, treasurer, and director of petitioner corporation, requested that respondent, a salesman employed by the corporation, loan petitioner $25,000. Respondent complied, and Welch executed and delivered to respondent a note for the amount of the loan, signed by himself as vice-president and treasurer. After Welch had appropriated the money to his own uses, respondent obtained a judgment by confession against petitioner on the note. On trial of a petition to open the judgment, held, dismissed. Welch had acted with apparent authority in giving respondent petitioner's note, respondent had reasonably relied upon this appearance in …
Corporations - Stockholders - Fiduciary Relationship In Sale Of Controlling Stock Interest, Morton A. Polster S.Ed.
Corporations - Stockholders - Fiduciary Relationship In Sale Of Controlling Stock Interest, Morton A. Polster S.Ed.
Michigan Law Review
This comment is concerned with the duty owed by the controlling stockholders to the non-controlling stockholders when there is a sale of the controlling interest. Recently this question was considered by the United States Court of Appeals for the Second Circuit in Perlman v. Feldmann, and the opinion, reversing the lower court and accompanied by a vigorous dissent by Judge Swan, deserves careful consideration.
Responsibilities In The Transfer Of Stock, Francis T. Christy
Responsibilities In The Transfer Of Stock, Francis T. Christy
Michigan Law Review
During the past few years there have been increasing efforts on the part of a number of organized groups to establish statutory definitions of the responsibilities of corporations and their transfer agents in the transfer of stock. Among these groups are the Commission on Uniform State Laws, which sponsored the Uniform Fiduciaries Act, the American Law Institute and the National Conference of Commissioners on Uniform State Laws, which have jointly produced the new Uniform Commercial Code, the Committee on Simplification of Security Transfers of the Real Property, Probate and Trust Law Section of the American Bar Association, of which Committee …
Agency - Apparent Authority Of Sales Agent, William D. Keeler
Agency - Apparent Authority Of Sales Agent, William D. Keeler
Michigan Law Review
Defendant's agent, a consignee of automobiles for sale, received from plaintiff a used truck, and agreed to apply the proceeds from the sale of the truck to the purchase price of a new automobile, to be sold and delivered to plaintiff when available. Defendant's agent sold the truck and absconded with the proceeds from such sale. Plaintiff sued for the value of the truck, and the lower court rendered judgment in his favor. On appeal, held, affirmed. The acts of the agent bound the defendant, although the agency contract gave only express authority to sell new automobiles. Correa v. …
Master And Servant - Independent Contractor - Salesman As Servant Or Independent Contractor, Milton M. Howard
Master And Servant - Independent Contractor - Salesman As Servant Or Independent Contractor, Milton M. Howard
Michigan Law Review
Plaintiff was injured as a result of a collision between his automobile and one being driven by N. N was a traveling salesman for defendant company and plaintiff sued both N and the company. It was held that, under the facts of the case, while N had been negligent, and was therefore liable, defendant company was not liable, for N was an independent contractor. Holloway v. Nassar, 276 Mich. 212, 267 N. W. 619 (1936).
Corporations - Liability Of Directors To Creditors For Negligent Management
Corporations - Liability Of Directors To Creditors For Negligent Management
Michigan Law Review
There is much confusion in the cases concerning a director's liability to a creditor for negligent management of the corporation. A clearer answer might be indicated by an examination of analogous situations involving individuals instead of corporations. It adds confusion to the law to have a different rule for a corporation than for a human being, and such a result should be avoided unless separate treatment is required by something inherent in the corporation. The least that can happen if a court thinks along these lines is that it will be more likely to know what it is doing.
Principal And Agent-Liability Of Principal To Third Persons For Acts Within The Apparent Authority Of The Agent
Michigan Law Review
In the recent case of Diuguid v. Bethel African M. E. Church of Pittsburgh the plaintiff, a painting contractor, had entered into a written agreement with the board of trustees of the defendant, a religious corporation, providing for painting and decorating the interior of the latter's church building. The work was to be supervised by a "house committee" consisting of three members selected from the board of trustees of the church. After completing this work, plaintiff proceeded to make additional improvements in the basement of the church, purporting to act in pursuance of a subsequent oral contract which plaintiff alleged …
Corporations-Liability Of Officers Of Corporate Trustee For Breach Of Trust
Corporations-Liability Of Officers Of Corporate Trustee For Breach Of Trust
Michigan Law Review
Defendants were officers and directors of the Lincoln Trust Company, which was acting as trustee for the holders of certain bonds secured by a mortgage. Among other things, the trust instrument provided that the Trust Company should foreclose whenever a breach of the conditions of the mortgage should occur. The mortgagors defaulted on interest payments, but the Trust Company nevertheless advanced the amount of the interest to the bondholders without notifying them that the mortgagors had defaulted, the concealment being apparently for the purpose of maintaining the market value of the bonds. In an action brought by the successor trustee …
Agency - False Representations By Agent - Ratification
Agency - False Representations By Agent - Ratification
Michigan Law Review
During an intensive stock-selling campaign of the defendant power company, the stock salesman represented to the complainant that the corporation would repurchase at par upon demand any of the stock then offered. Relying upon this representation the complainant purchased thirty shares of stock for $3,000, the company apparently receiving his money and issuing the stock with knowledge of the false representations; when he later wished the company to repurchase the stock, it refused. On suit for (1) rescission and recovery of sum paid, or (2) reformation and specific performance, the company claimed among other things that the agreement made by …
Bills And Notes - Execution Of Instruments By Agents - Liability Under N.I.L.
Bills And Notes - Execution Of Instruments By Agents - Liability Under N.I.L.
Michigan Law Review
The liability of parties on negotiable instruments executed by agents or representatives is a matter which has not been satisfactorily settled by the cases under the N.I.L., due partly to the ambiguity of the statute itself and partly to the obstinate refusal of some courts to adopt the approach of the ordinary business man. Under the law merchant the agent ran a great risk of personal liability in executing a negotiable instrument unless he was careful to spell out that he was signing for a named principal as agent only. If he merely added to his name the phrase "agent …
Corporations-Tort Liability Of Independent Taxi Owners' Associations
Corporations-Tort Liability Of Independent Taxi Owners' Associations
Michigan Law Review
(a) In order to meet the competition of the large taxicab companies a number of taxi drivers owning their own cabs join together to advertise under a common name, establish a more efficient phone service, and secure the benefits of large-scale garage service. For this purpose a non-profit-sharing corporation is organized, to the expenses of which each driver contributes initiation fees and dues. (b) In order to avoid the liabilities which attend the ownership of cars one of the large taxi companies sells its cabs to the drivers. The drivers now pay the company a certain compensation in "dues" for …