## Commercial Law Reviewer

### Introduction to Commercial Law

- **Definition**: Commercial law, also known as business law or mercantile law, governs the
rights, relations, and conduct of persons and businesses engaged in commerce, merchandising,
trade, and sales.
- **Purpose**: To provide a legal framework for business operations, protect rights and
obligations, facilitate commerce, and ensure fair practices.

### Key Areas of Commercial Law

1. **Contract Law**
- **Definition**: Governs the formation and enforcement of agreements between parties.
- **Elements**: Offer, acceptance, consideration, intention to create legal relations, and
legality.
- **Types of Contracts**: Written, oral, implied, express, bilateral, and unilateral.
- **Breach of Contract**: Occurs when a party fails to fulfill their obligations; remedies include
damages, specific performance, and rescission.

2. **Sales of Goods**
- **Uniform Commercial Code (UCC)**: Governs sales of goods in the U.S.
- **Key Concepts**: Transfer of ownership, risk of loss, warranties (express and implied), and
remedies for breach.
- **Contract Formation**: Offer, acceptance, and consideration specific to sales transactions.

3. **Agency Law**
- **Definition**: Governs the relationship where one party (agent) acts on behalf of another
(principal).
- **Duties**: Fiduciary duties of loyalty, obedience, and care.
- **Authority**: Actual authority (express or implied) and apparent authority.
- **Liability**: Principal’s liability for agent’s actions within the scope of authority.

4. **Corporations and Business Entities**

- **Types of Entities**: Sole proprietorship, partnership, corporation, limited liability company
(LLC), and others.
- **Formation and Dissolution**: Procedures for creating and dissolving business entities.
- **Corporate Governance**: Roles and responsibilities of directors, officers, and
shareholders.
- **Compliance**: Adherence to statutory requirements and corporate bylaws.

5. **Commercial Paper**
- **Definition**: Negotiable instruments like checks, promissory notes, and drafts.
- **UCC Articles 3 and 4**: Rules governing negotiability, endorsement, and liability.
- **Holder in Due Course**: Rights and protections for holders who acquire instruments in
good faith.
6. **Secured Transactions**
- **UCC Article 9**: Governs security interests in personal property.
- **Security Interest**: A legal claim on collateral that secures payment or performance of an
obligation.
- **Perfection and Priority**: Methods to protect and prioritize security interests against third
parties.

7. **Bankruptcy Law**
- **Chapters of Bankruptcy**: Chapter 7 (liquidation), Chapter 11 (reorganization), Chapter 13
(wage earner’s plan).
- **Automatic Stay**: Halts actions by creditors to collect debts from the debtor.
- **Discharge**: Releases the debtor from personal liability for certain debts.

8. **Intellectual Property**
- **Types**: Trademarks, copyrights, patents, and trade secrets.
- **Protection**: Legal mechanisms to protect intellectual property rights and prevent
unauthorized use.

### Commercial Litigation and Dispute Resolution

- **Litigation**: Process of resolving disputes through the court system.
- **Alternative Dispute Resolution (ADR)**: Includes mediation, arbitration, and negotiation to
resolve disputes outside of court.

### Regulatory Framework

- **Federal and State Laws**: Commercial law is governed by both federal statutes and state
regulations.
- **Regulatory Agencies**: Federal Trade Commission (FTC), Securities and Exchange
Commission (SEC), Consumer Financial Protection Bureau (CFPB), and others.

### International Commercial Law

- **International Sales**: Governed by the United Nations Convention on Contracts for the
International Sale of Goods (CISG).
- **Trade Regulations**: Rules established by international bodies like the World Trade
Organization (WTO).
- **Cross-Border Transactions**: Legal considerations for conducting business across national
boundaries.

### Key Concepts and Terms

- **Consideration**: Something of value exchanged between parties in a contract.
- **Warranty**: A promise or guarantee about the quality or characteristics of goods sold.
- **Due Diligence**: Investigation and evaluation of a business or individual before entering into
a transaction.
- **Force Majeure**: A clause that frees parties from liability or obligation when an extraordinary
event or circumstance occurs.

### Conclusion
Commercial law encompasses a broad range of legal topics that are essential for the
functioning of businesses and commercial transactions. Understanding the key areas,
principles, and regulatory framework is crucial for legal practitioners, business professionals,
and anyone involved in commerce.