LAW IN PRACTICE SEMINAR 2

LAW AND BUSINESS

You will attend the second seminar at some point in weeks 5 or 6 of semester 2.

The seminar will be based on the lectures delivered during weeks 3 and 4, and it is
recommended that you do most of the preparatory work for this seminar during weeks 3
and 4.

In addition to attending the lectures (and making notes), you should work through this
seminar sheet and prepare notes which will enable you to contribute to seminar
discussions.

As you work through this seminar sheet you will be given direction on additional reading
and also documents and films that you need to consider.

 
PART ONE – introduction to business and business
structures

Please make some notes and come prepared to discuss the following questions.

 What do we mean by “stakeholders” in a business?

 Contract law lies at the heart of business. Consider a supermarket. What types of
contract would you expect a supermarket to enter into?

 Can you explain what some of these key terms in company law mean; limited
liability, shareholders, Board of Directors, dividends, private limited company, public
limited company.

 Not all businesses are structured as companies. What alternatives are there for
structuring a business?

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PART TWO – Intellectual property

Refresh your memory by looking at the notes you made in the lecture, and supplement that
by exploring the web pages of the Intellectual Property Office (the UK Government body
responsible for intellectual property rights).
https://www.gov.uk/intellectual-property-an-overview

Come to the seminar prepared to discuss the following questions.

 How and why do businesses use trademark law?

 How and why do businesses use patent law?

 How and why do businesses use copyright law?

Consider this news story - Colin the Caterpillar cake row crumbles – BBC News
- and come to the seminar prepared to discuss the following questions.

Marks and Spencer (“M&S”) have been selling Colin the Caterpillar cake for more than 30
years. Aldi have only recently started to sell a similar looking cake, using the brand name
“Cuthbert the Caterpillar”.

 From a commercial (rather than legal) perspective, why might M&S have been
concerned by Aldi’s use of the name “Cuthbert”?
 Does M&S have the basis for a legal claim against Aldi?
 If yes, how might M&S use the law to stop Aldi from selling Cuthbert the Caterpillar
cake?
 Rather than resolve their dispute in court, it appears that M&S and Aldi have
resolved their dispute through a negotiated agreement. What do you imagine that
agreement might involve?

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PART THREE - Scenario based problem question
You are a commercial solicitor employed by Fry Gurney.

You have agreed to meet with Carl Turner, who recently graduated from UEA with a degree
in computer science and is now setting up his own business. Carl has very little legal
knowledge. It has been agreed that you will meet with him for an hour and provide him with
some high level guidance on some of the legal issues which he might need to consider.

Carl explains to you that he has invented a personal wi-fi booster, which he intends to call
“Wi-fi Heaven”. This is a small device, which can be carried in a pocket, and will provide a
boost to people’s wi-fi connections wherever they happen to be.

He is making the devices himself, with the help of two friends from University both of whom
are now dedicated to this on a full time basis. He has a number of questions.

Whilst production is currently taking place in his parents’ dining room, he hopes to rent
some space above his local pub as a more permanent base for the business. He wants to
know if he can organise this by a simple conversation with the pub landlord?

At the moment he is buying the materials required to make the devices from his local
hardware shop, but recognises that as production levels increase, he will need to secure
access to greater quantities of the raw materials. What sort of issues should he consider?

Once he has made 1000 devices, he plans to spend some money on advertising the “Wi-fi
Heaven” device, with a view to raising awareness of the brand quickly. He wonders if there
is anything he can do to stop other businesses using this brand?

Assuming that the product sells well, he hopes to then take on more staff, increase
production, and grow the business quickly.

His two friends have said that they would like a discussion about whether they will have a
long term role in the business. Carl hasn’t really thought about how he should organise the
business, although he thinks he would like his friends to be committed to the new business
and work with him over the long term. He wants to understand at a high level the different
ways that he might set up the business, and how his friends could be involved.

The arrangement he has with his friends at the moment is that he pays them a small
amount in cash, on the understanding that they won’t pay income tax. He wants to maintain
that arrangement for another 6 months at least and asks for your help in how he can best
achieve that.

Explain the guidance which you will give to Carl as to the legal issues which he needs to
consider.

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PART FOUR – Confidentiality agreement

On Blackboard you will find a precedent confidentiality agreement.

This is a short contract, so please read it in full.

In the seminar we will work through this document and discuss what each clause is intended
to achieve. Please be prepared to contribute to that discussion.

Can you suggest some situations in which a business might need to enter into a
confidentiality agreement?

Can you explain why lawyers use "precedent” documents such as this?

PART FIVE – Outsourcing

Please read chapter 1 of “Outsourcing IT - The Legal Aspects: planning, contracting,
managing and the law” by Rachel Burnett. You can find this on the Talis reading list.

In the seminar we will discuss the following questions:

 What do we mean by outsourcing?

 Page 24 of the reading contains the following statement; “The double challenge in
composing any sort of document: keep it simple, but make it complete. The tension
between those two goals is not always easy to resolve”. Explain this comment in the
context of drafting an outsourcing agreement.

Consider the scenario and questions below.

A University currently employs 40 people in its IT (information technology) department. The

University management team have reached the conclusion that they would like to
outsource the IT support to a specialist IT company, which has very impressive expertise in
providing IT services.

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The University management team believe that the benefits of the deal will be higher quality
of IT support, and a long term reduction in the cost of IT support to the University.

Come to the seminar prepared to discuss the following questions:

 If you were the lawyer representing the University in the negotiation of the contract
with the IT company, what do you anticipate would be some of the key issues which
you would need to address in the contract?
 If you were the lawyer representing the IT company in the negotiation of the
contract with the University, what do you anticipate would be some of the key issues
which you would need to address in the contract?
 Consider the position of the 40 employees in the IT department. If you were only
considering contract law, what would the position of those employees be once the IT
company are contractually obliged to provide the IT support to the University? How
does TUPE change the legal position?

PART SIX – The Dragons Den

Please watch this video from the BBC TV show, Dragons Den, and then come to the seminar
prepared to discuss the questions below.
https://www.youtube.com/watch?v=UxJ5FHKRaDQ

 The Dragons express concern about the lack of patent protection. Can you explain
that concern?
 What was the offer that the three Directors of “Blinds in a box” made to the
Dragons? Can you explain this offer in legal terms?
 James and Duncan (two of the Dragons) make an offer, which (after some
negotiation) is accepted. Can you explain what the deal is, and how lawyers would
give effect to the agreed transaction?

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PART SEVEN - Developing commercial awareness
Employers (both within and outside the legal profession) consistently tell us that they value
students and graduates who can demonstrate “commercial awareness”.

Taking time on a regular basis to read business news is a great way to develop commercial
awareness, and also a great way to consolidate your knowledge of how the law is used to
support business.

Please come to the seminar prepared to discuss a business news story which you have
found interesting. Ideally you will find a business news story which makes some reference to
a legal issue. This will be a very informal discussion, and ideally you will summarise the news
story in about one minute.

You will need to conduct your own research to find a business news story which interests
you. Most newspapers and news websites will have a business news section, and you may
also find TV or radio news useful. For instance, both the BBC news and Sky news websites
have a good business news section.

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