Law Commons^™

Municipal Industrial Development Bonds, Alfred E. Abbey

Vanderbilt Law Review

Several years ago a national business magazine carried an article styled "You Gotta Have A Golf Course."' The article outlined the efforts of a small town to attract new industry and the awkward realization by the city fathers that they were losing out to the competition because their community lacked such a recreational facility. After this finding, several public spirited citizens raised the necessary funds and constructed a nine-hole course. These efforts were soon rewarded when a large industrial concern located a new manufacturing plant in their city. Industrial development bonds are essentially intended to serve the same purpose as …

Commercial Law—Uniform Commercial Code—Drawer-Bank Of Teller's Check Cannot Stop Payment When Not Party To Underlying Transaction, Marshall L. Cohen

Buffalo Law Review

Malphrus v. Home Savings Bank, 44 Misc. 2d 705, 254 N.Y.S.2d 980 (Albany County Ct. 1965).

Dual Distribution And Vertical Integration Under The Robinson-Patman Act, Thomas M. Lofton

Indiana Law Journal

No abstract provided.

The Uniform Commercial Code—Sb 122, Richard Cosway, Warren L. Shattuck

Washington Law Review

Senate Bill 122, enacting the Uniform Commercial Code in Washington, was passed during the recent legislative session. The effective date of the new statute is June 30, 1967. Since 1952, when the Uniform Commercial Code [hereinafter cited as UCC] was first proposed by the National Conference of Commissioners on Uniform State Laws and the American Law Institute, it has been enacted by forty-one states, the District of Columbia, and the Virgin Islands. It is now much easier to list the-states which have not enacted it. These are: Alabama, Arizona, Delaware, Idaho, Louisiana, Mississippi, South Dakota, South Carolina, and Vermont. As …

Determining The Law Governing Performance In International Commercial Arbitration: A Comparative Study, Gabriel M. Wilner

Scholarly Works

Persons entering into commercial agreements of a transnational nature have often shown a preference for the arbitration tribunal rather than the court of law as the instrument for settling disputes which may arise between them.

The parties, who may be either individuals or legal persons, such as corporations, manifest their desire to employ arbitration by providing for its use in the arbitration clause of the contract. It is generally agreed that such a clause, whether or not it is considered as part of the main contract, is consensual in nature. But the significance of the agreement to arbitrate is determined …

Negotiable Instruments—A Comparison Of Washington Law And Uniform Commercial Code Article 3 [Part 3], Richard Cosway

Washington Law Review

The following article is the third in a series by Professor Richard Cosway on negotiable instruments in which he compares existing Washington law with Article 3 of the Uniform Commercial Code. Previous articles on Article 3 have appeared in 38 Wash. L. Rev. 501 (1963) and 38 Wash. L. Rev. 769 (1963).

Rule 10b-5 And The Stockholder's Derivative Action, Lewis D. Lowenfels

Vanderbilt Law Review

This article focuses upon a new, emerging private cause of action based upon section 10(b) and rule 10b-5-a stockholder's derivative action initiated on behalf of a corporation which has been defrauded in connection with the purchase or sale of securities. Five reported cases, three decided in the last three months of 1964, have sustained a stockholder's derivative suit based upon section 10(b) and rule 10b-5. The significance of these decisions becomes apparent, not only when one considers that the derivative suit has traditionally been an internal corporate matter governed exclusively by state law, but also when one focuses upon the …

Unexpected Disqualification Of Reorganizations Under The Internal Revenue Code By The Inadvertent Transfer Of Boot, Alden H. Smith, Jr.

Vanderbilt Law Review

It is common today to read of corporations "merging" or of one corporation "buying out" another. Many of these transactions will be "reorganizations" under section 368(a) of the Internal Revenue Code. Section 368 is the current congressional resolution of two conflicting policies of tax law. On the one hand, it is desirable to promote the free mobility of capital in order that it be used in the most economical manner. On the other hand, there is the desire to prevent shareholders from using corporate reorganizations as a means of avoiding income taxes. The most common of shareholder schemes are those …

Multiple Corporations Under The Revenue Act Of 1964, James T. O'Hare

Vanderbilt Law Review

It is a maxim of taxation that where graduated tax rates are imposed on the income of a legal entity, tax avoidance in the form of income splitting will be attempted. This has proven true in the case of individuals' and trusts, and has more recently become true of corporations. For over a decade the law governing the tax status of affiliated corporations has been developing. The Revenue Act of 1964 introduces several important changes in the federal income tax treatment of multiple corporations. The purpose of this note is to examine the tax status of multiple corporations both before …

Foreign Lienor Cannot Prevail In Ohio Against Subsequent Good Faith Purchaser Who Holds Ohio Certificate Of Title- Commercial Credit Corp. V. Pottmeyer, Michigan Law Review

Michigan Law Review

Williams purchased an automobile in West Virginia from plaintiff's assignor on a conditional sales contract. The security interest was duly recorded in West Virginia and noted on the certificate of title. Before paying any of the purchase price, Williams fraudulently procured another West Virginia certificate of title free of notice of liens. Relying on the fraudulent certificate, the defendant bought the car from Williams at an Ohio automobile auction and obtained an Ohio certificate of title. The plaintiff brought suit in Ohio to recover the vehicle and obtained a favorable judgment, which was affirmed by an Ohio court of appeals. …

Ftc May Determine Whether Advertisements Containing Therapeutic Claims In Promotion Of Health Books Are Deceptive- Rodale Press, Inc., Michigan Law Review

Michigan Law Review

Rodale Press advertised that the ideas and suggestions in its publication, The Health Finder, would increase life span, prevent various diseases, and permit savings on medical and dental expenses. The Federal Trade Commission challenged the advertising claims, which were substantially restatements of claims made in the book, on the ground that adherence to the book's suggestions would not effect the promised results. The hearing examiner denied Rodale's motion to dismiss the complaint. On request for permission to file an interlocutory appeal from the dismissal, held, request denied, one commissioner dissenting. The Commission may challenge the collateral claims in …

An Inquiry Into The Utility Of "Domicile" As A Concept In Conflicts Analysis, Russell J. Weintraub

Michigan Law Review

No attempt is made here to conduct an exhaustive case study of any one particular area in which the concept of "domicile" is used as a tool for analysis in the conflict of laws. A number of thorough and useful studies have been made in narrow areas and are cited at appropriate places in the body of this article. Instead, this article will review the use of "domicile" in analyzing certain typical conflicts problems, particularly its use as the contact or pointing word in choice of law rules concerning the testate and intestate distribution of movables, and, as is newly …

In Personam Jurisdiction Over Nonresident Manufacturers In Product Liability Actions, Harry B. Cummins

Michigan Law Review

A wide divergence of opinion exists regarding the wisdom as well as the constitutionality of extensive jurisdiction through the use of liberally drafted and construed "long-arm" statutes. Hesitance may result from a fear of burdening a defendant with the inconvenience and expense of a foreign suit brought against him solely for the purpose of harassment. While this comment does not advocate the extent to which a court should assert the jurisdictional powers conferred on it by a given "long-arm" provision, it examines the scope of jurisdiction constitutionally permissible over nonresident manufacturers in product liability cases with a view toward formulating …

The Corporate Mortgage Under Article 9 Of The Uniform Commercial Code And The New York Solution, George C. Coggins

Michigan Law Review

A corporate mortgage has been defined as "an indenture intended to convey property, real and personal, tangible and intangible, to a trustee for bondholders, as security for the bonds issued and to be issued thereunder" by a corporation. This financing device, utilized by many large corporate organizations, has grown to be of paramount importance in the field of corporate financing, and the lack of attention given by the Code to the long-term debts of corporations has raised serious questions of filing procedures. Discussion of the novel treatment accorded by New York to the problem of perfecting security interests in corporate …

The Commerce Clause Held No Limitation To The Jurisdiction Of Federal Courts-Wahl V. Pan American World Airways, Inc., Michigan Law Review

Michigan Law Review

Three wrongful death actions were brought in a federal district court in New York by United States citizens as survivors of passengers killed in the crash in Turkey of an airplane owned and operated by defendant Middle East Airlines (MEA). MEA is a Lebanese corporation operating in the Middle East, Europe, and Africa, whose United States sales are made by its general sales agent, Pan American World Ainvays, Inc. The court held that maintaining a New York office and entering into a general sales agency agreement with Pan American to promote travel on MEA of passengers originating in the United …

William 0. Douglas -- His Work In Policing Bankruptcy Proceedings, John W. Hopkirk

Vanderbilt Law Review

William 0. Douglas, while associated with the Securities and Exchange Commission during the mid-nineteen thirties, was responsible for a study of methods and procedures of corporate reorganization. By examining this area of Douglas' work, we can compare the position on corporate reorganization which the Justice developed as an administrative official for the New Deal with his later consideration of the same problems as a member of the Supreme Court of the United States. Through this comparison we can observe a number of basic attitudes which were manifested by Douglas both before and since he has joined the Court. Important among …

Consignment Sales Under Section 2-326 Of The Ucc

Washington and Lee Law Review

No abstract provided.

Promotion By Oil Company Of Tba Products Held Violative Of Ftc Section 5--Goodyear Tire & Rubber Co. V. Ftc, Michigan Law Review

Michigan Law Review

The Atlantic Refining Company entered into an agreement with the Goodyear Tire and Rubber Company which provided that Atlantic would receive a commission on all tires, batteries, and accessories (TBA) sold by Atlantic's wholesale and retail dealers. This commission was to be paid Atlantic in consideration for assistance given in promoting Goodyear products to the independent Atlantic service station operators. After an investigation of these agreements the Federal Trade Commission issued a complaint against Goodyear and Atlantic charging them with violating section 5 of the Federal Trade Commission Act. Evidence introduced at a hearing before a Federal Trade Commission trial …

Passenger Carrier's Liability Extended Beyond Its Own Line By Ticket Sale Transaction--Ephraim V. Safeway Trails, Inc., Michigan Law Review

Michigan Law Review

Plaintiff, a Negro woman, purchased a roundtrip bus ticket in New York City for travel between there and Montgomery, Alabama. The ticket was sold by defendant, an interstate common carrier licensed to do business in New York, and consisted of a strip of coupon tickets, each good for a separate portion of the journey over the lines of defendant and other independent carriers. Printed on the back of each coupon was a clause limiting defendant's liability to its own line.1 Defendant received a ten per cent commission on those connecting tickets it sold for the other lines, and on the …

Sovereign Immunity Restricted To Noncommercial Activity-Victory Transport Inc. V. Comisaria General De Abastecimientos Y Transportes, Michigan Law Review

Michigan Law Review

Although frequently criticized, the established doctrine of absolute sovereign immunity has long prevented suits in the courts of the United States against foreign nations without their consent. The Court of Appeals for the Second Circuit, however, in ,em>Victory Transport Inc. v. Comisaria General de Abastecimientos y Transportes, affirmed a district court order compelling arbitration between an American shipowner and the Spanish Ministry of Commerce in accordance with the terms of a contract to carry wheat from Alabama to Spain. Although the Spanish Consul asserted that the Ministry, as a branch of the Spanish government, was immune from suit …

Uniform Commercial Code Reporter-Digest, Frederick M. Hart, William F. Willier, Robert J. Desiderio

Faculty Book Display Case

No abstract available.

Uniform Commercial Code: An Introduction 27 (Minnesota 1965), Roy L. Steinheimer, Jr.

Legal Scholarship by Dean Steinheimer

Commercial Paper (notes).

Uniform Commercial Code: An Introduction 23 (Minnesota), Roy L. Steinheimer, Jr.

Legal Scholarship by Dean Steinheimer

Documents of title.

Cases And Materials On Debtor And Creditor, By Vern Countryman, Douglass Boshkoff

Indiana Law Journal

No abstract provided.

Risk Of Loss And The Uniform Commercial Code: The Unlamented Passing Of Passing The Title, Patrick L. Baude

Articles by Maurer Faculty

No abstract provided.

The Crazy Quilt Of Commercial Law: A Study In Legislative Patchwork, Terrence R. Fitzgerald

Kentucky Law Journal

No abstract provided.

Icc Conditions Merger Approval Upon Retention Of Jurisdiction To Allow Inclusion Of Additional Railroads In The Future, Michigan Law Review

Michigan Law Review

In two recent merger proceedings under section 5(2) of the Interstate Commerce Act, Seaboard Air Line R.R. - Merger-Atlantic Coast Line R.R. and Norfolk & W. Ry. and New York, C. & St. L. R.R.-Merger, the Interstate Commerce Commission imposed conditions" whereby it retained jurisdiction over the proceedings for five years to allow specified railroads to petition for inclusion in the new railway systems. Their inclusion would be ordered if found by the Commission, after a full hearing, to be consistent with the public interest.