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Copyright 2019 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part. WCN 02-200-203
Contents
Part I: Introduction To Law And Ethics 1 Concept Review: Subject Matter Jurisdiction 51
Jurisdiction over the Parties 51
Chapter 1: Introduction to Law 2
Civil Dispute Resolution 53
Nature of Law 2
Civil Procedure 53
Classification of Law 4
Alternative Dispute Resolution 59
Concept Review: Comparison of Civil and Criminal Law 5
Concept Review: Comparison of Court Adjudication,
Sources of Law 6 Arbitration, and Mediation/Conciliation 60
Concept Review: Comparison of Law and Equity 8 Business Law in Action 62
Going Global: What is the WTO? 10 Going Global: What about international dispute resolution? 63
Legal Analysis 10
Chapter 4: Constitutional Law 68
Applying the Law: Introduction to Law 11
Basic Principles 69
Chapter 2: Business Ethics 13 Powers of Government 72
Limitations on Government 76
Law Versus Ethics 14
Concept Review: Limitations on Government 77
Ethical Theories 14
Ethical Dilemma: Who Is Responsible for Commercial Speech? 83
Ethical Standards in Business 17
Ethical Responsibilities of Business 18 Chapter 5: Administrative Law 88
Business Ethics Cases 24 Operation of Administrative Agencies 89
Pharmakon Drug Company 24 Concept Review: Administrative Rulemaking 93
Mykon’s Dilemma 26 Limits on Administrative Agencies 95
Oliver Winery, Inc. 31 Ethical Dilemma: Should the Terminally Ill Be Asked to Await
JLM, Inc. 33 FDA Approval of Last-Chance Treatments? 100
Sword Technology, Inc. 35 Chapter 6: Criminal Law 104
Vulcan, Inc. 38 Nature of Crimes 105
Concept Review: Degrees of Mental Fault 106
Part II:The Legal Environment of Classification 106
Business 43 White-Collar Crime 107
Crimes Against Business 110
Chapter 3: Civil Dispute Resolution 44 Applying the Law: Criminal Law 111
The Court System 44 Going Global: What about international bribery? 114
The Federal Courts 44 Defenses to Crimes 115
State Courts 46 Criminal Procedure 115
Jurisdiction 47 Concept Review: Constitutional Protection for the Criminal
Subject Matter Jurisdiction 48 Defendant 117
vi
Copyright 2019 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part. Due to electronic rights, some third party content may be suppressed from the eBook and/or eChapter(s).
Editorial review has deemed that any suppressed content does not materially affect the overall learning experience. Cengage Learning reserves the right to remove additional content at any time if subsequent rights restrictions require it.
Contents vii
Chapter 7: Intentional Torts 121 Fraud 199

Harm to the Person 124 Nonfraudulent Misrepresentation 204
Harm to the Right of Dignity 126 Mistake 204
Business Law in Action 128 Concept Review: Misrepresentation 204
Concept Review: Privacy 131 Applying the Law: Conduct Invalidating Assent 205
Harm to Property 131 Concept Review: Conduct Invalidating Assent 207
Harm to Economic Interests 132 Chapter 12: Consideration 213
Concept Review: Intentional Torts 134 Legal Sufficiency 213
Ethical Dilemma: What May One Do to Attract Clients Concept Review: Consideration in Unilateral and Bilateral
from a Previous Employer? 134 Contracts 215
Chapter 8: Negligence and Strict Liability 139 Bargained-for Exchange 220
Negligence 140 Contracts Without Consideration 221
Breach of Duty of Care 140 Business Law in Action 225
Factual Cause 147 Ethical Dilemma: Should a Spouse’s Promise Be Legally
Scope of Liability (Proximate Cause) 148 Binding? 225
Harm 150 Chapter 13: Illegal Bargains 230
Defenses to Negligence 150 Violations of Statutes 230
Strict Liability 153 Violations of Public Policy 233
Activities Giving Rise to Strict Liability 153 Business Law in Action 239
Ethical Dilemma: What Are the Obligations of a Bartender Effect of Illegality 240
to His Patrons? 156 Ethical Dilemma: When Is a Bargain Too Hard? 241
Defenses to Strict Liability 156
Chapter 14: Contractual Capacity 245
Minors 245
Part III: Contracts 161
Business Law in Action 248
Chapter 9: Introduction to Contracts 162 Incompetent Persons 252
Development of the Law of Contracts 162 Intoxicated Persons 252
Going Global: What about international contracts? 164 Ethical Dilemma: Should a Merchant Sell to One Who Lacks
Definition of Contract 165 Capacity? 254
Requirements of a Contract 165 Chapter 15: Contracts in Writing 258
Classification of Contracts 167 Statute of Frauds 258
Promissory Estoppel 169 Contracts Within the Statute of Frauds 259
Quasi Contracts or Restitution 171 Going Global: What about electronic commerce and electronic
Concept Review: Contracts, Promissory Estoppel, and Quasi signatures in international contracts? 260
Contracts (Restitution) 171 Concept Review: The Statute of Frauds 267
Business Law in Action 172 Compliance with the Statute of Frauds 267
Chapter 10: Mutual Assent 177
Effect of Noncompliance 269
Offer 178
Parol Evidence Rule 270
Essentials of an Offer 178
The Rule 270
Duration of Offers 182
Situations to Which the Rule Does
Applying the Law: Mutual Assent 184 Not Apply 272
Acceptance of Offer 187 Supplemental Evidence 273
Communication of Acceptance 187 Interpretation of Contracts 274
Variant Acceptances 190
Ethical Dilemma: What’s (Wrong) in a Contract? 275
Concept Review: Offer and Acceptance 191
Chapter 16: Third Parties to Contracts 281
Business Law In Action 191
Assignment of Rights 281
Chapter 11: Conduct Invalidating Assent 196 Delegation of Duties 287
Duress 196 Applying the Law: Third Parties to Contracts 290
Undue Influence 198 Third-Party Beneficiary Contracts 290
viii Contents
Chapter 17: Performance, Breach, and Discharge 298 Strict Product Liability in Tort 393
Conditions 298 Concept Review: Warranties 394
Discharge by Performance 301 Requirements Under Second Restatement of Torts 394
Discharge by Breach 301 Obstacles to Recovery Under Second Restatement 398
Applying the Law: Performance, Breach, and Discharge 302 Business Law in Action 400
Discharge by Agreement of the Parties 304 Restatement (Third) of Torts: Products Liability 401
Discharge by Operation of Law 305 Concept Review: Product Liability 402
Ethical Dilemma: When Should a Company Order a Product
Chapter 18: Contract Remedies 313
Recall? 403
Monetary Damages 314
Business Law in Action 315 Chapter 23: Sales Remedies 409
Remedies in Equity 319 Remedies of the Seller 410
Restitution 321 Concept Review: Remedies of the Seller 415
Limitations on Remedies 323 Remedies of the Buyer 415
Remedies for Misrepresentation 325 Applying the Law: Sales Remedies 416
Concept Review: Remedies of the Buyer 421
Contractual Provisions Affecting Remedies 421
Part IV: Sales 331
Chapter 19: Introduction to Sales and Leases 332

Part V: Negotiable Instruments 431
Nature of Sales and Leases 333
Definitions 333 Chapter 24: Form and Content 432
Going Global: What law governs international sales? 335 Concept Review: Use of Negotiable Instruments 433
Fundamental Principles of Article 2 and Article 2A 336 Negotiability 433
Formation of Sales and Lease Contracts 339 Types of Negotiable Instruments 434
Manifestation of Mutual Assent 339 Formal Requirements of Negotiable Instruments 436
Consideration 343
Form of the Contract 344
Chapter 25: Transfer and Holder in Due Course 448
Transfer 448
Negotiation 448
Concept Review: Contract Law Compared with Law of Sales 346
Indorsements 453
Ethical Dilemma: What Constitutes Unconscionability
in a Business? 346 Concept Review: Indorsements 457
Applying the Law: Transfer of Negotiable Instruments 457
Chapter 20: Performance 351 Holder in Due Course 458
Performance by the Seller 351 Requirements of a Holder in Due Course 458
Performance by the Buyer 356 Holder in Due Course Status 463
Obligations of Both Parties 360 The Preferred Position of a Holder in Due Course 465
Going Global: What about letters of credit? 362 Limitations upon Holder in Due Course Rights 470
Ethical Dilemma: Should a Buyer Refuse to Perform a Contract Ethical Dilemma: What Responsibility Does a Holder Have
Because a Legal Product May Be Unsafe? 365 in Negotiating Commercial Paper? 471
Chapter 21: Transfer of Title and Risk of Loss 370 Chapter 26: Liability of Parties 476
Transfer of Title 370 Contractual Liability 476
Risk of Loss 375 Signature 477
Bulk Sales 379 Liability of Primary Parties 479
Ethical Dilemma: Who Should Bear the Loss? 381 Liability of Secondary Parties 480
Chapter 22: Product Liability: Warranties and Strict Concept Review: Contractual Liability 483
Liability 385 Business Law in Action 484
Warranties 386 Termination of Liability 484
Types of Warranties 386 Liability Based on Warranty 485
Obstacles to Warranty Actions 390 Warranties on Transfer 485
Contents ix
Warranties on Presentment 487 Forms of Business Associations 564

Ethical Dilemma: Who Gets to Pass the Buck on a Forged Concept Review: General Partnership, Limited Partnership,
Indorsement? 489 Limited Liability Company, and Corporation 566
Going Global: What about multinational enterprises? 567
Chapter 27: Bank Deposits, Collections, and Funds
Transfers 494 Formation of General Partnerships 567
Bank Deposits and Collections 494 Nature of Partnership 567

Collection of Items 495 Formation of a Partnership 568
Relationships Among Partners 575
Going Global: What about letters of credit? 496
Duties Among Partners 575
Relationship Between Payor Bank and Its Customer 500
Rights Among Partners 578
Electronic Funds Transfer 505
Types of Electronic Funds Transfer 505 Concept Review: Partnership Property Compared with Partner’s
Interest 580
Ethical Dilemma: When Is an Opportunity a Partnership
Consumer Funds Transfers 507 Opportunity? 582
Wholesale Funds Transfers 509
Concept Review: Parties to a Funds Transfer 512 Chapter 31: Operation and Dissolution of General
Ethical Dilemma: Can Embezzlement Ever Be a Loan? 512 Partnerships 587
Relationship of Partnership and Partners with
Third Parties 587
Part VI: Agency 517 Contracts of Partnership 588
Chapter 28: Relationship of Principal and Agent 518 Business Law in Action 591
Nature of Agency 519 Torts and Crimes of Partnership 591
Creation of Agency 521 Notice to a Partner 592
Duties of Agent to Principal 523 Liability of Incoming Partner 593
Duties of Principal to Agent 527 Dissociation and Dissolution of General
Partnerships Under the RUPA 594
Termination of Agency 528
Dissociation 594
Applying the Law: Relationship of Principal and Agent 531
Dissolution 595
Ethical Dilemma: Is Medicaid Designed to Protect
Inheritances? 532 Concept Review: Dissociation and Dissolution Under
the RUPA 598
Chapter 29: Relationship with Third Parties 537 Dissociation Without Dissolution 600
Relationship of Principal and Third Persons 537 Dissolution of General Partnerships Under
Contract Liability of Principal 538 the UPA 602
Business Law in Action 540 Dissolution 603

Winding Up 603
Continuation After Dissolution 604
Tort Liability of Principal 547
Criminal Liability of Principal 551 Ethical Dilemma: What Duty of Disclosure Is Owed to Incoming
Partners? 605
Relationship of Agent and Third Persons 551
Contract Liability of Agent 552
Chapter 32: Limited Partnerships and Limited Liability
Tort Liability of Agent 555 Companies 611
Rights of Agent Against Third Person 555 Limited Partnerships 611
Ethical Dilemma: When Should an Agent’s Power to Bind His Concept Review: Comparison of General and Limited
Principal Terminate? 555 Partners 617
Limited Liability Companies 618
Part VII: Business Associations 561 Applying the Law: Limited Partnerships and Limited Liability
Companies 622
Chapter 30: Formation and Internal Relations of Concept Review: Comparison of Member-Managed and
General Partnerships 562 Manager-Managed LLCs 623
Choosing a Business Association 562 Other Unincorporated Business Associations 627
Factors Affecting the Choice 563 Concept Review: Liability Limitations in LLPs 628
x Contents
Chapter 33: Nature and Formation Officers 691

of Corporations 634 Duties of Directors and Officers 692
Nature of Corporations 635 Business Law in Action 698
Corporate Attributes 635 Ethical Dilemma: Whom Does a Director Represent?
Classification of Corporations 636 What Are a Director’s Duties? 699
Chapter 36: Fundamental Changes of
Business Law in Action 640 Corporations 704
Formation of a Corporation 641 Amendments to the Articles of Incorporation 704
Organizing the Corporation 641 Combinations 705
Formalities of Incorporation 643 Dissolution 714
Recognition or Disregard of Concept Review: Fundamental Changes under the
Corporateness 644 RMBCA 715
Concept Review: Comparison of Articles of Incorporation Ethical Dilemma: What Rights Do Minority Shareholders
and Bylaws 644 Have? 718
Defective Incorporation 645
Piercing the Corporate Veil 647
Corporate Powers 649 Part VIII: Debtor and Creditor
Sources of Corporate Powers 649 Relations 723
Ultra Vires Acts 649
Chapter 37: Secured Transactions and Suretyship 724
Liability for Torts and Crimes 650
Secured Transactions in Personal Property 725
Chapter 34: Financial Structure of Corporations 656 Essentials of Secured Transactions 725
Going Global: What about foreign investment? 657 Classification of Collateral 726
Debt Securities 657 Attachment 728
Authority to Issue Debt Securities 657 Perfection 731
Types of Debt Securities 657 Concept Review: Applicable Method of Perfection 735
Business Law in Action 659 Concept Review: Requisites for Enforceability of Security
Equity Securities 660 Interests 735
Issuance of Shares 660 Priorities Among Competing Interests 735
Classes of Shares 663 Concept Review: Priorities 740
Concept Review: Debt and Equity Securities 664 Default 740
Dividends and Other Distributions 665 Business Law in Action 741
Types of Dividends and Other Distributions 665 Suretyship 743
Legal Restrictions on Dividends and Other Distributions 666 Nature and Formation 743
Applying the Law: Financial Structure of Corporations 667 Duties of Surety 745
Declaration and Payment of Distributions 669 Rights of Surety 746
Liability for Improper Dividends and Distributions 670 Defenses of Surety and Principal Debtor 747
Concept Review: Liability for Improper Distributions 671 Ethical Dilemma: What Price Is “Reasonable” in Terms
of Repossession? 750
Chapter 35: Management Structure of
Corporations 675 Chapter 38: Bankruptcy 757
Corporate Governance 675 Federal Bankruptcy Law 758
Role of Shareholders 678 Going Global: What about transnational bankruptcies? 759
Voting Rights of Shareholders 678 Case Administration—Chapter 3 759
Concept Review: Concentrations of Voting Power 682 Creditors, the Debtor, and the Estate—Chapter 5 761
Enforcement Rights of Shareholders 682 Liquidation—Chapter 7 768
Role of Directors and Officers 686 Applying the Law: Bankruptcy 770
Function of the Board of Directors 687 Reorganization—Chapter 11 772
Election and Tenure of Directors 689 Adjustment of Debts of Individuals—Chapter 13 776
Exercise of Directors’ Functions 690 Concept Review: Comparison of Bankruptcy Proceedings 780
Contents xi
Creditors’ Rights and Debtors’ Relief Outside of Concept Review: Federal Employment Discrimination Laws 861
Bankruptcy 781 Ethical Dilemma: What (Unwritten) Right to a Job Does an
Creditors’ Rights 781 Employee Have? 866
Debtors’ Relief 781
Chapter 42: Antitrust 872
Ethical Dilemma: For a Company Contemplating Bankruptcy,
When Is Disclosure the Best Policy? 783 Sherman Antitrust Act 872
Going Global: Do the antitrust laws apply outside the United
States? 874
Part IX: Regulation of Business 789 Concept Review: Restraints of Trade Under Sherman Act 879
Chapter 39: Securities Regulation 790 Clayton Act 881
The Securities Act of 1933 792 Robinson-Patman Act 884
Definition of a Security 792 Federal Trade Commission Act 886
Registration of Securities 794 Ethical Dilemma: When Is an Agreement
Anticompetitive? 887
Exempt Securities 796
Exempt Transactions for Issuers 796 Chapter 43: Accountants’ Legal Liability 891
Exempt Transactions for Nonissuers 801 Common Law 891
Concept Review: Exempt Transactions for Issuers Under the Federal Securities Law 895
1933 Act 802 Applying the Law: Accountants’ Legal Liability 896
Liability 803
Concept Review: Accountants’ Liability Under Federal Securities
The Securities Exchange Act of 1934 806 Law 897
Disclosure 807
Chapter 44: Consumer Protection 902
Concept Review: Disclosure Under the 1934 Act 811
State and Federal Consumer Protection Agencies 903
Consumer Purchases 908
Liability 812
Concept Review: Consumer Rescission Rights 910
Going Global: What about international securities
regulation? 818 Consumer Credit Transactions 910
Concept Review: Civil Liability Under the 1933 and 1934 Business Law in Action 917
Acts 820 Creditors’ Remedies 917
Ethical Dilemma: What Information May a Corporate Ethical Dilemma: Should Some Be Protected from High-Pressure
Employee Disclose? 821 Sales? 919
Chapter 40: Intellectual Property 827 Chapter 45: Environmental Law 925
Trade Secrets 827 Common Law Actions for Environmental
Trade Symbols 830 Damage 925
Trade Names 834 Nuisance 925

Copyrights 835 Trespass to Land 926
Patents 839 Strict Liability for Abnormally Dangerous Activities 926
Problems Common to Private Causes of Action 927
Going Global: How is intellectual property protected
internationally? 841 Federal Regulation of the Environment 927
Concept Review: Intellectual Property 841 The National Environmental Policy Act 927
Ethical Dilemma: Who Holds the Copyright on Lecture The Clean Air Act 928
Notes? 842 The Clean Water Act 932
Hazardous Substances 935
Chapter 41: Employment Law 847
Concept Review: Major Federal Environmental Statutes 940
Labor Law 847
International Protection of the Ozone Layer 940
Concept Review: Unfair Labor Practices 849
Ethical Dilemma: Distant Concerns 941
Employment Discrimination Law 849
Business Law in Action 859 Chapter 46: International Business Law 946
Employee Protection 860 The International Environment 946
Going Global: Do Federal antidiscrimination laws apply outside Jurisdiction over Actions of Foreign Governments 949
the United States? 861 Transacting Business Abroad 951
xii Contents
Business Law in Action 954 Chapter 49: Transfer and Control of Real Property 1011
Forms of Multinational Enterprises 959 Transfer of Real Property 1011
Ethical Dilemma: Who May Seek Economic Shelter Under U.S. Contract of Sale 1012
Trade Law? 961 Deeds 1013
Secured Transactions 1014
Part X: Property 965 Adverse Possession 1016
Public and Private Controls 1016
Chapter 47: Introduction to Property, Property Zoning 1017
Insurance, Bailments, and Documents Eminent Domain 1018
of Title 966
Private Restrictions on Land Use 1020
Introduction to Property and Personal
Property 966 Ethical Dilemma: Where Should Cities House the
Disadvantaged? 1021
Kinds of Property 967
Concept Review: Kinds of Property 967 Chapter 50: Trusts and Wills 1026
Transfer of Title to Personal Property 970 Trusts 1026
Property Insurance 973 Types of Trusts 1026
Fire and Property Insurance 973 Creation of Trusts 1029
Business Law in Action 975 Termination of a Trust 1031
Nature of Insurance Contracts 975 Concept Review: Allocation of Principal and Income 1032
Bailments and Documents of Title 978 Decedent’s Estates 1032
Bailments 978 Wills 1032
Concept Review: Duties in a Bailment 981 Business Law in Action 1036
Documents of Title 983 Intestate Succession 1037
Ethical Dilemma: Who Is Responsible for the Operation Administration of Estates 1038
of Rental Property? 986 Ethical Dilemma: When Should Life Support Cease? 1038
Chapter 48: Interests in Real Property 993
Freehold Estates 993 Appendices
Concept Review: Freehold Estates 995
Appendix A: The Constitution
Leasehold Estates 996
of the United States of America A-2
Concurrent Ownership 1002
Concept Review: Rights of Concurrent Appendix B: Uniform Commercial Code
Owners 1003 (Selected Provisions) B-1
Nonpossessory Interests 1004
Appendix C: Dictionary of Legal Terms C-1
Applying the Law: Interests in Real
Property 1006 Index I-1
Table of Cases
Cases shown in red are new to this edition. Catamount Slate Products, Inc. v. Sheldon 179
Chapa v. Traciers & Associates 741
Christy v. Pilkinton 306
A Coastal Leasing Corporation v. T-Bar S Corporation 422
A.E. Robinson Oil Co., Inc. v. County Forest Products, Inc. 554 Cohen v. Mirage Resorts, Inc. 713
Alcoa Concrete & Masonry v. Stalker Bros. 231 Commerce & Industry Insurance Company v. Bayer
Aldana v. Colonial Palms Plaza, Inc. 285 Corporation 342
Alexander v. FedEx Ground Package System, Inc. 520 Conklin Farm v. Leibowitz 593
Alpert v. 28 Williams St. Corp. 710 Connes v. Molalla Transport System, Inc. 548
Alzado v. Blinder, Robinson & Company, Inc. 613 Conway v. Cutler Group, Inc. 1013
American Manufacturing Mutual Insurance Company v. Tison Cooke v. Fresh Express Foods Corporation, Inc. 716
Hog Market, Inc. 748 Cooperative Centrale Raiffeisen-Boerenleenbank B.A. v.
American Needle, Inc. v. National Football League 875 Bailey 443
Anderson v. McOskar Enterprises, Inc. 236 Coopers & Lybrand v. Fox 641
Any Kind Checks Cashed, Inc. v. Talcott 461 Cox Enterprises, Inc. v. Pension Benefit Guaranty
Arrowhead School District No. 75, Park County, Montana, v. Corporation 668
Klyap 316
Association for Molecular Pathology v. Myriad Genetics, Inc. 840
D
B Dahan v. Weiss 268
Davis v. Watson Brothers Plumbing, Inc. 480
Bagley v. Mt. Bachelor, Inc. 237 Denney v. Reppert 218
Beam v. Stewart 696 Department of Revenue of Kentucky, et al. v. Davis 74
Belden, Inc. v. American Electronic Components, Inc. 387 Detroit Lions, Inc. v. Argovitz 526
Berardi v. Meadowbrook Mall Company 197 DiLorenzo v. Valve & Primer Corporation 223
Berg v. Traylor 247 DIRECTV, Inc. v. Imburgia 61
Bigelow-Sanford, Inc. v. Gunny Corp. 418 Dixon, Laukitis and Downing v. Busey Bank 497
Border State Bank of Greenbush v. Bagley Livestock DJ Coleman, Inc. v. Nufarm Americas, Inc. 337
Exchange, Inc. 729 Dodge v. Ford Motor Co. 670
Borton v. Forest Hills Country Club 1004 Donahue v. Rodd Electrotype Co., Inc. 687
Bouton v. Byers 170 Drake Mfg. Co., Inc. v. Polyflow, Inc. 637
Brehm v. Eisner 693 Dunnam v. Burns 233
Brentwood Academy v. Tennessee Secondary School Athletic
Association 71
Brown v. Board of Education of Topeka 82 E
Brown v. Entertainment Merchants Association 77 Eastman Kodak Co. v. Image Technical Services, Inc. 879
Bulova Watch Company, Inc. v. K. Hattori & Co. 960 Ed Nowogroski Insurance, Inc. v. Rucker 829
Burlington Northern & Santa Fe Railway Company v. White 850 Edmonson v. Leesville Concrete Company, Inc. 56
Burningham v. Westgate Resorts, Ltd. 206 Enea v. The Superior Court of Monterey County 577
Environmental Protection Agency v. EME Homer City
C
Generation, L. P. 929
Cappo v. Suda 1021 Ernst & Ernst v. Hochfelder 896
Carter v. Tokai Financial Services, Inc. 334 Estate of Countryman v. Farmers Coop. Ass’n 624
xiii
xiv Table of Cases
F Kimbrell’s of Sanford, Inc. v. KPS, Inc. 734

King v. VeriFone Holdings, Inc. 683
F. Hoffmann-La Roche Ltd v. Empagran S.A. 955
Kirtsaeng v. John Wiley & Sons, Inc. 836
Faragher v. City of Boca Raton 855
Klein v. Pyrodyne Corporation 154
FCC v. Fox Television Stations, Inc. 97
Korzenik v. Supreme Radio, Inc. 460
Federal Ins. Co. v. Winters 289
Ferrell v. Mikula 125
First State Bank of Sinai v. Hyland 253 L
Fox v. Mountain West Electric, Inc. 167
Frank B. Hall & Co., Inc. v. Buck 127 Leegin Creative Leather Products, Inc. v. PSKS, Inc. 877
Freeman v. Quicken Loans, Inc. 915 Lefkowitz v. Great Minneapolis Surplus Store, Inc. 181
FTC v. Wyndham Worldwide Corp. 904 Leibling, P.C. v. Mellon PSFS (NJ) National Association 501
Furlong v. Alpha Chi Omega Sorority 358 Louisiana v. Hamed 113
Love v. Hardee’s Food Systems, Inc. 146
G
M
Gaddy v. Douglass 530
Galler v. Galler 681 Mackay v. Four Rivers Packing Co. 264
Greene v. Boddie-Noell Enterprises, Inc. 397 Madison Square Garden Corp., Ill. v. Carnera 321
Mark Line Industries, Inc. v. Murillo Modular Group, Ltd. 477
H Maroun v. Wyreless Systems, Inc. 202
Martin v. Melland’s Inc. 379
Hadfield v. Gilchrist 979 Matrixx Initiatives, Inc. v. Siracusano 814
Hadley v. Baxendale 317 Mayo Foundation for Medical Education and Research v.
Hamilton v. Lanning 778 United States 91
Harris v. Looney 646 McDowell Welding & Pipefitting, Inc. v. United States
Harris v. Viegelahn 777 Gypsum Co. 304
Heinrich v. Titus-Will Sales, Inc. 374 Merritt v. Craig 324
Heritage Bank v. Bruha 439 Metropolitan Life Insurance Company v. RJR Nabisco, Inc. 658
Herron v. Barnard 968 Michael Silvestri v. Optus Software, Inc. 299
Hessler v. Crystal Lake Chrysler-Plymouth, Inc. 363 Midwest Hatchery v. Doorenbos Poultry 423
Hochster v. De La Tour 303 Miller v. McDonald’s Corporation 522
Home Rentals Corp. v. Curtis 999 Mims v. Arrow Financial Services, LLC 49
Hospital Corp. of America v. FTC 883 Mirvish v. Mott 971
Household Credit Services, Inc. v. Pfennig 912 Montana Food, LLC v. Todosijevic 620
Husky International Electronics, Inc., v. Ritz 765 Moore v. Kitsmiller 152
Morrison v. National Australia Bank Ltd. 956
I Moulton Cavity & Mold Inc. v. Lyn-Flex Ind. 354
In Re KeyTronics 572 Mountain Peaks Financial Services, Inc. v. Roth-Steffen 286
In Re L. B. Trucking, Inc. 389 Murphy v. BDO Seidman, LLP 893
In re Magness 284
In re The Score Board, Inc. 249 N
In the Matter of 1545 Ocean Ave., LLC 625
In the Matter of the Estate of Rowe 1030 NationsBank of Virginia, N.A. v. Barnes 441
Inter-Tel Technologies, Inc. v. Linn Station Properties, LLC 648 Neugebauer v. Neugebauer 198
New England Rock Services, Inc. v. Empire Paving, Inc. 218
Northern Corporation v. Chugach Electrical Association 307
J
Jasdip Properties SC, LLC v. Estate of Richardson 172
O
Jasper v. H. Nizam, Inc. 862
Jenkins v. Eckerd Corporation 271 OBB Personenverkehr AG v. Sachs 950
Jerman v. Carlisle, McNellie, Rini, Kramer & Ulrich LPA 918 Omnicare, Inc. v. Laborers District Council Construction
Industry Pension Fund 804
O’Neil v. Crane Co. 395
K Osprey L.L.C. v. Kelly-Moore Paint Co., Inc. 188
Kalas v. Cook 266
Keeney v. Keeney 1028 P
Kelo v. City of New London 1018
Kelso v. Bayer Corporation 396 Palsgraf v. Long Island Railroad Co. 149
Kenco Homes, Inc. v. Williams 412 Palumbo v. Nikirk 155
Keser v. Chagnon 251 Parker v. Twentieth Century-Fox Film Corp. 318
Table of Cases xv
Parker v. Twentieth Century-Fox Film Corp. 55 T

Parlato v. Equitable Life Assurance Society of the
Texaco, Inc. v. Pennzoil, Co. 132
United States 544
The Hyatt Corporation v. Palm Beach National Bank 450
Payroll Advance, Inc. v. Yates 234
Thomas v. Lloyd 574
Perez v. Mortgage Bankers Ass’n. 92
Thor Properties v. Willspring Holdings, LLC 185
Petition of Kinsman Transit Co. 149
Travelers Indemnity Co. v. Stedman 488
Philip Morris USA v. Williams 122
Triffin v. Cigna Insurance Co. 465
Pittsley v. Houser 335
Tucker v. Hayford 1000
Prestenbach v. Collins 320
Prine v. Blanton 1033
U
R Union Planters Bank, National Association v. Rogers 504
RadLAX Gateway Hotel, LLC v. Amalgamated Bank 775 United States v. Bestfoods 938
Ray v. Alad Corporation 706 United States v. E. I. du Pont de Nemours & Co. 880
Reed v. King 203
Ricci v. Destefano 853
V
RNR Investments Limited Partnership v. Peoples First
Community Bank 590 Vance v. Ball State University 851
Robertson v. Jacobs Cattle Co. 596 Vanegas v. American Energy Services 216
Robinson v. Durham 373
Rosewood Care Center, Inc., v. Caterpillar, Inc. 262
Rubin v. Yellow Cab Company 550 W
Ryan v. Friesenhahn 142 Waddell v. L.V.R.V. Inc. 359
Wal-Mart Stores, Inc. v. Samara Brothers, Inc. 832
S Warnick v. Warnick 601
Watson Coatings, Inc. v. American Express Travel Related
Sackett v. Environmental Protection Agency 96 Services, Inc. 464
Salman v. United States 816 Whatley v. Estate of McDougal 1035
Schoenberger v. Chicago Transit Authority 546 White v. Samsung Electronics 129
Schreiber v. Burlington Northern, Inc. 819 Williamson v. Mazda Motor of America, Inc. 69
Securities and Exchange Commission v. Edwards 793 Windows, Inc. v. Jordan Panel Systems Corp. 377
Seigel v. Merrill Lynch, Pierce, Fenner & Smith, Inc. 502 Womco, Inc. v. Navistar International Corporation 391
Shaw v. United States 108 Wood v. Pavlin 1003
Shawnee Telecom Resources, Inc. v. Brown 712 World-Wide Volkswagen Corp. v. Woodson 51
Sherrod v. Kidd 182 Wyler v. Feuer 616
Soldano v. O’Daniels 144
South Florida Water Management District v. Miccosukee Tribe of
Indians 933 Y
Speelman v. Pascal 283
Young v. United Parcel Service, Inc. 858
State of Qatar v. First American Bank of Virginia 454
State of South Dakota v. Morse 111
Steinberg v. Chicago Medical School 166 Z
Stine v. Stewart 292
Strougo v. Bassini 685 Zelnick v. Adams 250
Table of Figures
Figure 1-1 Law and Morals 4 Figure 10-2 Mutual Assent 189
Figure 1-2 Classification of Law 4 Figure 12-1 Modification of a Preexisting Contract 219
Figure 1-3 Hierarchy of Law 7 Figure 12-2 Consideration 224
Figure 2-1 Kohlberg’s Stages of Moral Development 17 Figure 14-1 Incapacity: Minors, Nonadjudicated
Figure 2-2 The Stakeholder Model 21 Incompetents, and Intoxicated Persons 253
Figure 2-3 Pharmakon Employment 25 Figure 15-1 Parol Evidence Rule 273
Figure 2-4 Pharmakon Affirmative Action Program 26 Figure 17-1 Discharge of Contracts 308
Figure 2-5 Mykon R&D Expenditures 28 Figure 18-1 Contract Remedies 323
Figure 2-6 Global Summary of the AIDS Epidemic in Figure 19-1 Battle of the Forms 341
2015 29 Figure 20-1 Tender of Performance by the Seller 354
Figure 2-7 Regional Statistics for HIV and AIDS End Figure 20-2 Performance by the Buyer 361
of 2015 29 Figure 21-1 Void Title 373
Figure 2-8 Stock Price of Vulcan, Inc. 40 Figure 21-2 Voidable Title 373
Figure 2-9 Average Daily Volume of Vulcan, Inc., Stock Figure 21-3 Passage of Risk of Loss in Absence of
for Week 40 Breach 380
Figure 2-10 Purchases of Vulcan Stock by Selected Figure 24-1 Order to Pay: Draft or Check 435
Executives 41 Figure 24-2 Draft 435
Figure 3-1 Federal Judicial System 45 Figure 24-3 Check 436
Figure 3-2 Circuit Courts of the United States 46 Figure 24-4 Promise to Pay: Promissory Note or
Figure 3-3 State Court System 47 Certificate of Deposit 436
Figure 3-4 Federal and State Jurisdiction 50 Figure 24-5 Note 437
Figure 3-5 Stare Decisis in the Dual Court System 50 Figure 24-6 Certificate of Deposit 437
Figure 3-6 Jurisdiction 52 Figure 25-1 Bearer Paper 449
Figure 3-7 Stages in Civil Procedure 59 Figure 25-2 Negotiation of Bearer and Order Paper 450
Figure 4-1 Separation of Powers: Checks and Balances 71 Figure 25-3 Stolen Order Paper 451
Figure 4-2 Powers of Government 76 Figure 25-4 Placement of Indorsement 456
Figure 5-1 Limits on Administrative Agencies 95 Figure 25-5 Rights of Transferees 459
Figure 7-1 Intent 124 Figure 25-6 Effects of Alterations 468
Figure 8-1 Negligence and Negligence Per Se 142 Figure 25-7 Alteration 469
Figure 8-2 Defenses to a Negligence Action 151 Figure 25-8 Availability of Defenses Against Holders
Figure 9-1 Law Governing Contracts 164 and Holders in Due Course 469
Figure 9-2 Contractual and Noncontractual Promises Figure 25-9 Rights of Holder in Due Course Under the
165 Federal Trade Commission Rule 470
Figure 9-3 Validity of Agreements 166 Figure 26-1 Liability on Transfer 486
Figure 10-1 Duration of Revocable Offers 187 Figure 26-2 Liability Based on Warranty 489
xvi
Table of Figures xvii
Figure 27-1 Bank Collections 496 Figure 37-1 Fundamental Rights of Secured Party
Figure 27-2 Credit Transaction 511 and Debtor 726
Figure 28-1 Duties of Principal and Agent 527 Figure 37-2 Suretyship Relationship 744
Figure 29-1 Contract Liability of Disclosed Principal Figure 37-3 Assumption of Mortgage 745
538 Figure 37-4 Defenses of Surety and Principal Debtor 747
Figure 29-2 Contract Liability of Unidentified Principal Figure 38-1 Collection and Distribution of the Debtor’s
539 Estate 771
Figure 29-3 Contract Liability of Undisclosed Principal Figure 39-1 Registration and Exemptions Under the
540 1933 Act 797
Figure 29-4 Tort Liability 547 Figure 39-2 Registration and Liability Provisions
Figure 30-1 Business Entities 563 of the 1933 Act 806
Figure 30-2 Tests for Existence of a Partnership 571 Figure 39-3 Applicability of the 1934 Act 807
Figure 31-1 Contract Liability 588 Figure 39-4 Parties Forbidden to Trade on Inside
Information 815
Figure 31-2 Tort Liability 592
Figure 41-1 Charges Filed with the EEOC in 2010–2016
Figure 33-1 Promoters’ Preincorporation Contracts
860
Made in the Corporation’s Name 642
Figure 42-1 Sherman Act Violations Yielding a Corporate
Figure 34-1 Issuance of Shares 662
Fine of $300 Million or More 873
Figure 34-2 Key Concepts in Legal Restrictions upon
Figure 42-2 Meeting Competition Defense 886
Distributions 666
Figure 43-1 Accountants’ Liability to Third Parties
Figure 35-1 Management Structure of Corporations:
for Negligent Misrepresentation 893
The Statutory Model 677
Figure 44-1 Magnuson-Moss Warranty Act 909
Figure 35-2 Management Structure of Typical Closely
Held Corporation 677 Figure 48-1 Assignment Compared with Sublease 998
Figure 35-3 Management Structure of Typical Publicly Figure 49-1 Fundamental Rights of Mortgagor
Held Corporation 677 and Mortgagee 1015
Figure 35-4 Shareholder Suits 685 Figure 49-2 Eminent Domain 1019
Figure 36-1 Purchase of Shares 708 Figure 50-1 Trusts 1027
Figure 50-2 Per Stirpes and Per Capita 1037
Preface
The Tradition Continues

The thirteenth edition of Essentials of Business Law and the Legal Environment continues the tra-
dition of accuracy, comprehensiveness, and authoritativeness associated with its earlier editions.
This text covers the fundamentally important statutory, administrative, and case law that affects
business in a succinct, nontechnical but authoritative manner and provides depth sufficient to
ensure easy comprehension by students.
Topical Coverage
This text is designed for use in business law and legal environment of business courses generally
offered in universities, colleges, and schools of business and management. Because of its broad and
deep coverage, this text may be readily adapted to specially designed courses in business law or the
legal environment of business by assigning and emphasizing different combinations of chapters.
Uniform Certified Public Accountant Examination

Preparation
As updated effective January 1, 2018, the Uniform CPA Examination is composed of four sec-
tions: Auditing and Attestation (AUD), Business Environment and Concepts (BEC), Financial
Accounting and Reporting (FAR), and Regulation (REG). This textbook covers material included
in Area II (Business Law) of the Regulation section of the CPA Exam. See the inside back cover of
this text for a listing of the CPA exam topics covered in this text as well as the chapters covering
each topic.
In general, Area II of the REG section blueprint covers several topics of Business Law,
including the following:
• K nowledge and understanding of the legal implications of business transactions, particularly as
they relate to accounting, auditing and financial reporting
• Areas of agency, contracts, debtor–creditor relationships, government regulation of business, and
business structure
• The Uniform Commercial Code under the topics of contracts and debtor creditor relationships
• Nontax-related business structure content
• Federal and widely adopted uniform state laws and references as identified in [the following]
References
• Revised Model Business Corporation Act
• Revised Uniform Limited Partnership Act
• Revised Uniform Partnership Act
• Securities Act of 1933
• Securities Exchange Act of 1934
• Uniform Commercial Code
• Current textbooks covering business law
xviii
Preface xix
More specifically, Area II of the REG section blueprint includes the following topics, which
are covered in this textbook:
II Business Law
A. Agency
1. Authority of agents and principals
2. Duties and liabilities of agents and principals
B. Contracts
1. Formation
2. Performance
3. Discharge, breach, and remedies
C. Debtor–Creditor Relationships
1. Rights, duties, and liabilities of debtors, creditors, and guarantors
2. Bankruptcy and insolvency
3. Secured transactions
D. Government Regulation of Business
1. Federal securities regulation
2. Other federal laws and regulations
E. Business Structure
1. Selection and formation of business entity and related operation and termination
2. Rights, duties, legal obligations, and authority of owners and management
For more information, visit www.cpa-exam.org.
Business Ethics Emphasis

The text highlights how ethics applies to business. The Business Ethics case studies in Chapter 2
require students to make the value trade-offs that confront business people in their professional
lives. (We gratefully acknowledge the assistance of James Leis in writing the Mykon’s Dilemma
case.) Two-thirds of the chapters also contain an Ethical Dilemma, which presents a managerial
situation involving ethical issues. A series of questions leads students to explore the ethical dimen-
sions of each situation. We wish to acknowledge and thank the following professors for their con-
tributions in preparing the Ethical Dilemmas: Sandra K. Miller, professor of accounting, taxation,
and business law, Widener University, and Gregory P. Cermignano, associate professor of account-
ing and business law, Widener University. In addition, to provide further application of ethics in
different business contexts, an ethics question follows many cases. These questions are designed to
encourage students to consider the ethical dimensions of the facts in the case or of the legal issue
invoked by the facts.
New to This Edition

Updated and Expanded Coverage
The new edition has been extensively updated and includes coverage of
• The new Restatement (Third) of Torts: Liability for Economic Harm in Chapters 7, 8, 11, 18,
and 43
• Low-profit limited liability companies (L3Cs) in Chapter 32
• Benefit corporations in Chapter 33
• The 2016 Revised Model Business Corporation Act in Chapters 33–36
• The U.S. Securities and Exchange Commission’s new Regulation A+, Regulation Crowdfund-
ing, and intrastate exemptions as well as the 2017 amendments to Rules 147 and 504 in Chap-
ter 39
• The Defend Trades Secrets Act of 2016 and the 2016 amendments to the Economic Espionage
Act in Chapter 40
• The 2016 amendments to the Toxic Substances Control Act in Chapter 45
xx Preface
Additional End-of-Chapter Questions and Case Problems

Almost all chapters include one or more additional new end-of-chapter questions and/or case
problems.
New Cases
More than thirty recent legal cases are new to this edition (see Table of Cases). The new cases
include recent U.S. Supreme Court decisions such as DIRECTV, Inc. v. Imburgia; Perez v. Mortgage
Bankers Ass’n.; Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund;
Husky International Electronics, Inc., v. Ritz; Harris v. Viegelahn; Young v. United Parcel Service,
Inc.; OBB Personenverkehr Ag v. Sachs.; Republic of Argentina v. NML Capital, Ltd.; Shaw v. United
States; and Salmon v. United States.
Coverage of Recent U.S. Supreme Court Decisions

The Constitutional Law chapter (Chapter 4) discusses recent U.S. Supreme Court decisions in
cases challenging the constitutionality of (1) a federal statute restricting how much money an
individual donor may contribute in total to all candidates or committees during a political cycle
and (2) states’ refusal to license a marriage between two people of the same sex or to recognize
a marriage between two people of the same sex when their marriage was lawfully licensed and
performed out of state. The Administrative Law chapter (Chapter 5) discusses the Supreme Court
case making the Patient Protection and Affordable Care Act’s tax credits available in those states
that have a Federal Exchange. The Bankruptcy Law chapter (Chapter 38) discusses the Supreme
Court decision holding that in Chapter 11 cases, including structured dismissal cases, a bank-
ruptcy court cannot confirm a plan that contains distributions that violate the priority rules over
the objection of an impaired creditor class. The Intellectual Property chapter (Chapter 40) covers
Supreme Court cases involving the patent exhaustion doctrine and the disparagement clause of the
Lanham Act. The Employment Law chapter (Chapter 41) covers the Supreme Court case holding
that in disparate-treatment claims, an employer may not make an applicant’s religious practice,
confirmed or otherwise, a factor in employment decisions.
Key Features
Summarized Cases
Relevant, carefully selected, and interesting cases illustrate how key principles of business law are
applied in the United States. The facts, decisions, and opinions for all the cases are carefully sum-
marized for clarity. Each case is followed by an interpretation, which explains the significance of
the case and how it relates to the textual material. We have retained the landmark cases from the
prior edition. In addition, we have added more than thirty recent cases, including a number of U.S.
Supreme Court cases.
Case Critical Thinking Questions

Each case is also followed by a critical thinking question to encourage students to examine the
legal policy or reasoning behind the legal principle of the case or to apply it in a real-world context.
Ample Illustrations
We have incorporated more than 220 visually engaging, classroom-tested figures, tables, diagrams,
concept reviews, and chapter summaries. The figures, tables, and diagrams help students concep-
tualize the many abstract concepts in the law. The Concept Reviews not only summarize prior dis-
cussions but also indicate relationships between different legal rules. Moreover, each chapter ends
with a summary in the form of an annotated outline of the entire chapter, including key terms.
Applying the Law

The “Applying the Law” feature provides a systematic legal analysis of a realistic situation that
focuses on a single concept presented in the chapter. It begins with the facts of a hypothetical
case, followed by an identification of the broad legal issue presented by those facts. We then
state the rule—or applicable legal principles, including definitions, which aid in resolving the
Preface xxi
legal issue—and apply it to the facts. Finally, we state a legal conclusion or decision in the case.
The Applying the Law feature appears in fourteen chapters. We wish to acknowledge and thank
Professor Ann Olazábal, University of Miami, for her contribution in preparing this feature.
Business Law in Action

The “Business Law in Action” scenarios illustrate the application of legal concepts in the chap-
ter to business situations that commonly arise. This feature provides students meaningful insights
into how managers currently apply the law within common workplace situations. There are twen-
ty-seven scenarios in all. We wish to acknowledge and thank Professor Ann Olazábal, University
of Miami, for her contribution in preparing this feature.
Practical Advice
Each chapter has a number of statements that illustrate how legal concepts covered in the chapter
can be applied to common business situations.
Going Global
A “Going Global” feature appears in fifteen chapters (Chapters 1, 3, 6, 9, 15, 19, 20, 27, 30, 34, 38,
39, 40, 41, and 42), thus integrating international business law content throughout the text. This
feature enables students to consider the international aspects of legal issues as they are covered.
The International Business Law chapter (Chapter 46) has been retained in its entirety.
Chapter Outcomes
Each chapter begins with a list of learning objectives for students.
Enhanced Readability
To improve readability throughout the text, all unnecessary “legalese” has been eliminated, while
necessary legal terms have been printed in boldface and clearly defined, explained, and illustrated.
Definitions of essential legal terms and legal concepts also appear in the margins. Each chapter
is carefully organized with sufficient levels of subordination to enhance the accessibility of the
material. The text is enriched by numerous illustrative hypothetical and case examples that help
students relate material to real-life experiences.
Classroom-Proven End-of-Chapter Materials

Classroom-proven questions and case problems appear at the end of chapters to test students’
understanding of major concepts. We have used the questions (based on hypothetical situations)
and the case problems (taken from reported court decisions) in our own classrooms and consider
them excellent stimulants to classroom discussion. Students, in turn, have found the questions and
case problems helpful in enabling them to apply the basic rules of law to factual situations.
Taking Sides
Each chapter—except Chapters 1 and 2—has an end-of-chapter feature that requires students to
apply critical thinking skills to a case-based fact situation. Students are asked to identify the rel-
evant legal rules and develop arguments for both parties to the dispute. In addition, students are
asked to explain how they think a court would resolve the dispute.
Pedagogical Benefits
Classroom use and study of this book should provide students with the following benefits and
skills:
1. Perception and appreciation of the scope, extent, and importance of the law.
2. Basic knowledge of the fundamental concepts, principles, and rules of law that apply to busi-
ness transactions.
3. Knowledge of the function and operation of courts and government administrative agencies.
4. Ability to recognize the potential legal problems that may arise in a doubtful or complicated
situation and the necessity of consulting a lawyer and obtaining competent professional legal
advice.
5. Development of analytical skills and reasoning power.
xxii Preface
Additional Course Tools

MindTap
MindTap is a personalized teaching experience with relevant assignments that guide students to
analyze, apply, and improve thinking, allowing instructors to measure skills and outcomes with
ease. Teaching becomes personalized through a pre-built Learning Path designed with key student
objectives and the instructor syllabus in mind. Applicable reading, multimedia, and activities
within the learning path intuitively guide students up the levels of learning to (1) Prepare,
(2) Engage, (3) Apply, and (4) Analyze business law content. These activities are organized in a
logical progression to help elevate learning, promote critical-thinking skills, and produce better
outcomes.
This customizable online course gives instructors the ability to add their own content in the
Learning Path as well as modify authoritative Cengage content and learning tools using apps that
integrate seamlessly with Learning Management Systems (LMS). Analytics and reports provide a
snapshot of class progress, time in course, engagement, and completion rates.
Instructor’s Resources
Instructors can access these resources by going to login.cengage.com, logging in with a faculty
account username and password, and searching ISBN 9781337555180.
• The Instructor’s Manual prepared by Richard A. Mann, Barry S. Roberts, and Beth D. Woods
contains chapter outlines; teaching notes; answers to the Questions, Case Problems, and Tak-
ing Sides; and part openers that provide suggested research and outside activities for students.
• PowerPoint® Slides clarify course content and guide student note-taking during lectures.
• The Test Bank contains thousands of true/false, multiple-choice, and essay questions. The
questions vary in levels of difficulty and meet a full range of tagging requirements so that
instructors can tailor their testing to meet their specific needs.
• Cengage Testing Powered by Cognero is a flexible, online system that allows you to
• author, edit, and manage test bank content from multiple Cengage solutions
• create multiple test versions in an instant
• deliver tests from your Learning Management Systems (LMS), your classroom, or wherever
you want
Acknowledgments
We express our gratitude to the following professors for their helpful comments:
Michael E. Adighibe, Cheyney University; Martha Agee, Baylor University; Jessica Allen,
Suffolk Community College; Terence Baird, Antelope Valley College; Keith A. Beebe, SUNY-
Cobleskill; Dawn Bennett-Alexander, University of Northern Florida; Janie Blankenship, DelMar
College; George S. Bohler, Embry-Riddle University; Joyce Boland-DeVito, St. John’s University;
Steven W. Bostian, Caston College; Norman E. Bradshaw, Alvin Community College; Donald R.
Brenner, American University; Carroll Burrell, San Jacinto College; Jane Campbell, Jackson Com-
munity College; Stephanie Campbell, Mineral Area College; Vic Daniels, Tallahassee Commu-
nity College; Ed Dash, Pierce Junior College; Joseph P. Davey, Hartnell College; David L. Davis,
Tallahassee Community College; Sandra Defebaugh, Eastern Michigan University; Theodore M.
Dinges, Longview Community College; Vernon P. Dorweiler, Michigan Technological University;
Dora J. L. Dye, City College of San Francisco; Steve Easter, Mineral Area College; Robert Ek, Sem-
inole Community College; Tony Enerva, Lakeland Community College; Karla Harbin Fox, Uni-
versity of Connecticut; Edward J. Gac, University of Colorado; George P. Generas, Jr., University
of Hartford; Allan M. Gerson, Palm Beach Community College; J. P. Giovacchini, Western Nevada
College; Thomson Glover, Murray State University; Douglas C. Gordon, Arapahoe Community
College; Suzanne Gradisher, University of Akron; A. James Granito, Youngstown State Univer-
sity; Deborah C. Hanks, Cardinal Stritch University; E. Sharon Hayenga, Minneapolis Commu-
nity College; James E. Holloway, East Carolina University; H. Daniel Holt, Southeastern Illinois
College; Trevor Howell, Belmont College; Gregory M. Huckabee, University of South Dakota;
Dan Huss, Miami University; Robert Inama, Ricks College; Keith Kasper, University of Vermont;
Preface xxiii
Michael A. Katz, Delaware State University; Julia S. Kennedy, University of St. Francis; George
Kepner, Hartwick College; Edward M. Kissling, Ocean County College; Blake LeCrone, Baylor
University; Daniel A. Levin, University of Colorado–Boulder; David Ludwich, Belmont College;
Sarah H. Ludwig, Mary Baldwin College; Bradley Lutz, Hillsborough Community College; R ichard
Lynn, Belmont College; John F. Mastriani, El Paso Community College; Marian Matthews, Central
New Mexico Community College; Kyle McFatter, McNeese State University; James Miles, Anoka-
Ramsey C ommunity College; Scott E. Miller, CPA, J.D., Gannon University; David J. Moser,
Belmont University; Andre Nelson, Montgomery College; John H. Neu, Whittier College; Brennan
Neville, Bellevue University; L. K. O’Drudy, Jr., University of Virginia; Michael J. O’Hara, Univer-
sity of Nebraska; Dinah Payne, University of New Orleans; Mary Ellen Perri, SUNY-Farmingdale;
Todd B. Piller, SUNY-Cobleskill; Richard W. Post, College of the Desert; LeGene Quesenberry,
Clarion University; Roger E. Reinsch, Emporia State University; Darlington C. Richards, M organ
State University; M. Rose, Macomb County Community College; Herbert Rossman, Drexel Uni-
versity; Sylvia Samuels, Skyline College; Donald E. Sanders, Southwest Texas State University;
Susan Schoeffler, Central Piedmont Community College; John E. H. Sherry, Cornell University;
Caroline W. Smith, College of Central Florida; Owen T. Smith, Long Island University; Michael E.
Sommerville, St. Mary’s College; Dan Spielmann, University of Wisconsin-Green Bay; Art Stelly,
Baylor University; Larry Stephens, Gulf Coast College; Stanley H. Stone, Valencia Community
College-East Campus; Mary Torma, Lorain County Community College; Patricia S. Tulin, Central
Connecticut State University; Robert J. Votta, Pierce Junior College; Edward C. Wachter, Jr., Point
Park College; Pamela Poole Weber, Seminole Community College; Hugh Wilkoff, Cerritos Col-
lege; and Kim Wong, Central New Mexico Community College.
We express our thanks and appreciation to Debra Corvey for administrative assistance. For
their support, we extend our thanks to Karlene Fogelin Knebel and Joanne Erwick Roberts. And
we are grateful to Vicky True-Baker and Amanda White of Cengage for their invaluable assistance
and cooperation in connection with the preparation of this text.
This text is dedicated to our children Lilli-Marie Knebel Mann, Justin Erwick Roberts, and
Matthew Charles Roberts.
Richard A. Mann
Barry S. Roberts
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“You speak as though you had done something that you were
ashamed of. I cannot think why you should want to hide so wonderful
a matter.”
Jeremy sat down on the wooden chest, unable to speak, but
murmuring sullen protests in his throat. The face of the future had
somehow changed since he had finished dressing; and he found
himself unable to explain to Roger how important it was that his
secret should be preserved, that he should slip into the strange world
and lose himself with as little fuss as a raindrop disappearing in the
sea. Besides, this young man was in a sort his savior and protector,
to whom he owed gratitude, and on whom he certainly was
dependent.... The anger which was roused in him by the placidly
enquiring face opposite died away in a fit of hopelessness.
“What will happen to me then?” he muttered at last.
“You will be made much of,” Roger assured him. “Crowds will flock
round you to hear your story. The Speaker and all the great men of
the country will wish to see you. Now come with me and eat
something. Perhaps no one knows anything about you yet, I said
nothing clear. You must come and eat.”
“I don’t want to eat,” Jeremy mumbled, suffering from an intense
consciousness of childish folly.
Perhaps Roger divined his feelings, for a slow, faint smile appeared
on his face. “You must eat,” he repeated firmly. “You are
overwrought. Come with me.” There was something in his serene but
determined patience which drew Jeremy reluctantly after him.
The emptiness of the corridor outside did not reduce Jeremy’s fears
of the peopled house beyond. He dragged along a pace behind
Roger, trying vainly to overcome the unwillingness in his limbs.
When, as they turned a corner, a servant passed them, his heart
jerked suddenly and he almost stopped. But there might have been
nothing in the glance which the man threw at them. They went on.
Presently they turned another corner and came to a broad staircase
of shallow steps made of slippery polished wood.
When Jeremy was on the third step he saw below a group of young
men, dressed like Roger and himself, engaged in desultory morning
conversation. Again he almost stopped; but Roger held on, and the
group below did not look up. Their voices floated lightly to him and
he recognized that they were talking to pass the time. He steeled
himself for self-possession and cast his eyes downward, because his
footing on the polished wood was insecure.
Suddenly his ear was struck by a hush. He lifted his eyes and looked
down at the young men and saw with terror that the conversation
had ceased, that their faces were turned upwards, gazing at him. He
returned the stare stonily, straining his eyes so that the eager
features were confused and ran into a blur. The stairs became more
slippery, his limbs less controllable. Only some strange inhibition
prevented him from putting out a hand to Roger for support. But
Roger, still a step in front, his back self-consciously stiffened, did not
see the discomfort of his charge. Somehow Jeremy finished the
descent and passed the silent group without a gesture that betrayed
his agitation. He fancied that one of the young men raised his
eyebrows with a look at Roger, and that Roger answered him with a
faint inclination of the head.
They were now in the wide passage which led to the dining-hall, and
had almost reached the hall-door, when a figure which seemed
vaguely familiar came into sight from the opposite direction. It was a
man whose firm steps and long, raking stride, out of proportion to his
moderate stature, gave him an ineffable air of confidence, of
arrogance and superiority. He was staring at the ground as he
walked; but when he came nearer, Jeremy was able to recognize in
the lean, sharp-boned face, with the tight mouth and narrow nose,
the distinguished person to whom Roger had alluded on the previous
night as “that damned Canadian.” He was almost level with them
when he raised his head, stared keenly at Jeremy, turned his eyes to
Roger, looked back again.... Then with a movement almost like that
of a frightened horse and with an expression of horror and dislike, he
swerved abruptly to one side, crossed himself vehemently and went
on at a greater pace.
Jeremy’s sick surmise at the meaning of this portent was confirmed
by Roger’s scowl and exclamation of annoyance. Both involuntarily
hesitated instead of going through the open door of the hall. At the
tables inside four or five men were seated, making a late but copious
meal. As Roger and Jeremy halted, a servant, dressed in a strange
and splendid livery, came up behind them and touched Roger lightly
on the shoulder. The young man turned round with an exaggeratedly
petulant movement; and the servant, looking sideways at Jeremy,
began to whisper in his ear. Jeremy, his sense of apprehension
deepened, drew off a pace. He could see, as he stood there waiting,
two other men, dressed in what seemed much more like a uniform
than a livery, half concealed in the shadow of the further corridor.
The servant’s whispering went on, a long, confused, rising and falling
jumble of sound. Roger answered in a sharp staccato accent, most
unlike the ordinary tranquillity of his voice, but still beneath his
breath. Jeremy, with the stares of the breakfasting men on his
shrinking back, felt that the situation was growing unbearable.
Suddenly Roger raised and let fall his hands in a gesture of resigned
annoyance.
“Then will you, sir ...” the servant insisted with a deference that was
plainly no more than formal.
Roger turned with unconcealed reluctance to Jeremy. “I am sorry,”
he said in the defensive and sullen tone of a man who expects
reproach. “The Speaker has heard of you and has sent for you. I
have asked that I may go with you, but I am not allowed. You must
go with this man. I ... am sorry....”
Jeremy faced the servant with rigid features, but with fear playing in
his eyes. The man’s back bent, however, in a bow and his
expression betrayed a quite unfeigned respect and wonder.
“If you will come with me, sir,” he murmured. Jeremy repeated
Roger’s gesture, and advanced a step into the darkness of the
passage at the side of his conductor. He felt, rather than saw or
heard, the two men in the shadow fall in behind him.
2
The way by which the servant led Jeremy grew darker and darker
until he began to believe that he was being conducted into the
recesses of a huge and gloomy castle. He had once or twice visited
the Treasury, where one of his friends had been employed—nearly
two hundred years ago!—on some minute section of the country’s
business. He could not, however, recognize the corridors through
which they passed; and he supposed that the inside of the building
had been wholly remodeled. All sensation of fear left him as he
walked after his guide. His case was, at all events, to be settled now,
and the matter was out of his hands. He felt a complete unconcern
when they halted outside a massive door on which the servant
rapped sharply three times. There was a pause; and then the
servant, apparently hearing some response which was inaudible to
Jeremy, threw open the door, held it, and respectfully motioned him
in.
Jeremy was startled for a moment, after the darkness of the
passages, to find himself in a full blaze of morning light. While he
blinked awkwardly, the door closed behind him; and it was a minute
or two before he could clearly distinguish the person with whom he
had been left alone. At last he became aware of a great, high-
backed armchair of unpolished wood, which was placed near to the
window and held the old man whom he had seen from a distance,
indistinctly, the night before at dinner. This figure wore a dark robe of
some thick cloth, which was drawn in loosely by a cord girdle at the
waist and resembled a dressing-gown. His thick, wrinkled neck rising
out of the many-folded collar supported a square, heavy head, which
by its shape proclaimed power, as the face by every line proclaimed
both power and age. The nose was large, hooked and fleshy, the lips
thick but firm, the beard long and white; and under the heavy, raised
lids the brown eyes were almost youthful, and shone with a
surprising look of energy and domination. Jeremy stared without
moving; and, as his eyes met those of the old man, a queer
sensation invaded his spirit. He felt that here, in the owner of these
eyes, this unmistakably Jewish countenance, this inert and bulky
form, he had discovered a mind like his own, a mind with which he
could exchange ideas, as he could never hope to do with Roger
Vaile or Father Henry Dean.
The silence continued for a full minute after Jeremy had got back the
use of his sight. At last the old man said in a thick, soft voice:
“Are you the young man of whom they tell me this peculiar story?”
And before Jeremy could reply, he added: “Come over here and let
me look at you.”
Jeremy advanced, as if in a dream, and stood by the arm of the
chair. The Speaker rose with one slow but powerful movement, took
him by the shoulder and drew him close against the window. He was
nearly a head taller than Jeremy, but he bent only his neck, not his
shoulders, to stare keenly into the younger man’s face. A feeling of
hope and contentment rose in Jeremy’s heart; and he endured this
inspection for several moments in silence and with a steady
countenance. At last the old man let his hand fall, turned away and
breathed, more inwardly, almost wistfully: “If only it were true!”
“It is true,” Jeremy said. There was neither expostulation nor
argument in his voice.
The Speaker wheeled round on him with a movement astonishingly
swift for his years and his bulk. “You will find me harder to persuade
than the others,” he said warningly.
“I know.” And Jeremy bore the gaze of frowning enquiry with a
curiously confident smile.
The Speaker’s reply was uttered in a much gentler tone. “Come and
sit down by me,” he murmured, “and tell me your story.”
Jeremy took a deep breath and began. He told his story in much
more detail than he had given to Roger, dwelling on the riots and
their causes, and on Trehanoc’s experiment and his own
interpretation of its effect. He did not spare particulars, both of the
strikes, as well as he remembered them, and of the course of
scientific investigation which had landed him in this position; and as
he proceeded he warmed to the tale, and gave it as he would have
done to a man of his own sort in his own time. The brown eyes
continued to regard him with an unflickering expression of interest.
When he paused and looked for some comment, some sign of belief
or disbelief, the thick voice murmured only:
“I understand. Go on.”
Jeremy described his awakening, the terrors and doubts that had
succeeded it and his eventual dismay when he was able at last to
climb into the world again. He explained how he had gone back with
Roger to the crevice, how they had seen the rat run out, and how he
had found the vacuum-tube. When he had finished, the Speaker was
silent for a moment or two. Then he rose and walked slowly to a
desk, which stood in the further corner of the room. He returned with
an ivory tablet and a pencil which he gave into Jeremy’s hands.
“Mark on that,” he said, “the River Thames and the position of as
many of the great railway stations of London as you can remember.”
Jeremy suffered a momentary bewilderment, and stared at the intent
but expressionless face of the old man, with an exclamation on his
lips. But instantly he understood, and, as he did so, the map of old
London rose clearly before his eyes. He drew the line of the river and
contrived to mark, with reasonable accuracy, on each side of it as
many of the stations as he could think of. He forgot London Bridge;
and he explained that there had been a station called Cannon Street,
which he had, for some reason, never had occasion to use, and that
he did not know quite where it had stood.
The Speaker nodded inscrutably, took back the tablet and studied it.
“Do you remember London Bridge?” he asked. Jeremy bit his lip and
owned that he did. “Then can you say,” the Speaker went on,
“whether it was north of the river or south?”
Jeremy discovered, with a wild anger at his own idiocy, that he could
not remember. It would be absurd, horribly absurd, if his credit were
to be at the mercy of so unaccountable a freak of the brain. He
thought at random, until suddenly there appeared before his mind a
picture of the bridge, covered with ant-like crowds of people, walking
in the early morning from the station beyond.
“It was on the south,” he cried eagerly. “I remember because—”
The Speaker held up a wrinkled but steady hand. “Your story is true,”
he said slowly. “I know very well, as you know, that nothing can
prove it to be true; but nevertheless I believe it. Do you know why I
believe it?”
“I think so,” Jeremy began with hesitation. He felt that keen gaze
closely upon him.
“It would be strange if you knew in any other way what only three or
four men in the whole country have cared to learn. You could have
learnt it, no doubt, from maps or books. Such exist, though none now
look at them. Yet how should you have guessed what question I
would ask you? Do you know that of those stations only two remain?
I know where the rest were, because I have studied the railways,
wishing to restore them. But now they are all gone and most of them
even before my time. They were soon gone and forgotten. When I
was a boy I walked among the ruins of Victoria, just before it was
cleared by my grandfather to extend his gardens. Did you go there
ever when the trains were running in and out?”
The question aroused in Jeremy vivid memories of departures for
holidays in Sussex, of the return to France after leave.... He replied
haltingly, at random, troubled by recollections.
The same trouble was in the old man’s eyes as he listened. “It is
true,” he said, under his breath, almost to himself. “You are an older
man than I am.” A long pause followed. Jeremy was the first to return
from abstraction, and he was able, while the Speaker mused, to
study that aged, powerful face, to read again a determination in the
eyes and jaw, that might have been fanaticism had it not been
corrected by the evidence of long and subduing experience in the
lines round the mouth and eyes.
At last the Speaker broke the silence. “And in that life,” he said, “you
were a scientist?” He pronounced the word with a sort of lingering
reverence, as though it had meant, perhaps, magician or oracle.
Jeremy tried to explain what his learning was, and what his position
had been.
“But do you know how to make things?”
“I know how to make some things,” Jeremy replied cautiously.
Indeed, during the social disorders of his earlier existence he had
considered whether there was not any useful trade to which he might
turn his hand, and he had decided that he might without difficulty
qualify as a plumber. The art of fixing washers on taps was no
mystery to him; and he judged that in a week or two he might learn
how to wipe a joint.
The Speaker regarded him with a growing interest, tempered by a
caution like his own. It seemed as though it took him some time to
decide upon his next remark. At last he said in a low and careful
voice:
“Do you know anything about guns?”
Jeremy started and answered loudly and cheerfully: “Guns? Why, I
was in the artillery!”
The effect of this reply on the Speaker was remarkable. For a
moment it straightened his back, smoothed the wrinkles from his
face, and threw an even more vivid light into his eyes. When he
spoke again, he had recovered his self-possession.
“You were in the artillery?” he asked. “Do you mean in the great war
against the Germans?”
“Yes—the great war that was over just before the Troubles began.”
“Of course ... of course.... I had not realized——” It seemed to
Jeremy that, though the old man had regained control of himself, this
discovery had filled him with an inexplicable vivacity and excitement.
He pressed Jeremy eagerly for an account of his military experience.
When the simple tale was done, he said impressively:
“If you wish me to be your friend, say not one word of this to any
man you meet. Do you understand? There is to be no talk of guns. If
you disobey me, I can have you put in a madhouse.”
Jeremy lifted his head in momentary anger at the threat. But there
was an earnestness of feeling in the old man’s face which silenced
him. This, he still queerly felt, was his like, his brother, marooned
with him in a strange age. He could not understand, but instinctively
he acquiesced.
“I promise,” he said.
“I will tell you more another day,” the Speaker assured him. And
then, with an abrupt transition, he went on, “Do you understand
these times?”
“Father Henry Dean——” Jeremy began.
“Ah, that old man!” the Speaker cried impatiently. “He lives in the
past. And was it not his nephew, Roger Vaile, that brought you
here?” Jeremy made a gesture of assent. “Like all his kind, he lives
in the present. What must they not have told you between them?
Understand, young man, that you are my man, that you must listen
to none, take advice from none, obey none but me!” He had risen
from his chair and was parading his great body about the room, as
though he had been galvanized by excitement into an unnatural
youth. His soft, thick voice had become hoarse and raucous: his
heavy eyelids seemed lightened and transfigured by the blazing of
his eyes.
Jeremy, straight from a century in which display of the passions was
deprecated, shrank from this exhibition while he sought to
understand it.
“If I can help you——” he murmured feebly.
“You can help me,” the Speaker said, “but you shall learn how
another day. You shall understand how it is that you seem to have
been sent by Heaven just at this moment. But now, tell me what do
you think of these times?”
“I don’t know,” Jeremy began uncertainly. “I know so little. You seem
to have lost almost all that we had gained——”
“And yet?” the Speaker interrupted harshly.
Jeremy sought to order in his mind the confused and contradictory
thoughts. “And yet perhaps you have lost much that is better gone.
This world seems to me simpler, more peaceful, safer.... We used to
feel that we were living on the edge of a precipice—every man by
himself, and all men together, lived in anxiety....”
“And you think that now we are happy?” the old man asked with a
certain irony, pausing close to Jeremy’s chair, so that he towered
over him. “Perhaps you are right—perhaps you are right.... But if we
are it is the happiness of a race of fools. We, too, are living on the
edge of a precipice as terrible as any you ever knew. Do you believe
that any people can come down one step from the apex and fall no
further?” He contemplated Jeremy with eyes suddenly grown cold
and calculating. “You were not, I think, one of the great men, one of
the rulers of your time. You were one of the little people.” He turned
away and resumed his agitated pacing up and down, speaking as
though to himself. “And yet what does it matter? The smallest
creature of those days might be a great man to-day.”
A profound and dreadful silence fell upon the room. Jeremy, feeling
himself plunged again in a nightmare, straightened himself in his
chair and waited events. The Speaker struggled with his agitation,
striding up and down the room. Gradually his step grew more
tranquil and his gestures less violent; his eyes ceased to blaze, the
lids drooped over them, the lines round his mouth softened and lost
their look of cruel purpose.
“I am an old man,” he murmured indistinctly. His voice was again
thick and soft, the voice of an elderly Jew, begging for help but
determined, even in extremity, not to betray himself. “I am an old
man and I have no son. These people, the people of my time, do not
understand me. When my father died, I promised myself that I would
raise this country again to what it was, but year after year they have
defeated me with their carelessness, their indolence.... If you can
help me, if you understand guns ... if you can help me, I shall be
grateful, I shall not forget you.”
Jeremy, perplexed almost out of his wits, muttered an inarticulate
reply.
“You must be my guest and my companion,” the Speaker went on. “I
will give orders for a room near my own apartments to be prepared
for you, and you shall eat at my table. And you must learn. You must
listen, listen, listen always and never speak. I will teach you myself;
but you must learn from every man that comes near you. Can you
keep your tongue still?”
“I suppose so,” said Jeremy, a little wearily. He was beginning to
think that this old man was possibly mad and certainly as
incomprehensible as the rest. He was oppressed by these hints and
mysteries and enigmatic injunctions. He thought that the Speaker
was absurdly, unreasonably, melodramatically, making a scene.
A change of expression flickered over the Speaker’s face. “I have no
son,” he breathed, as though to himself, but with eyes, in which there
was a look of cunning, fixed on Jeremy. And then he said aloud,
“Well, then, you are my friend and you shall be well treated here.
Now you must come with me and I will present you to my wife ... and
... my daughter.”
3
In the sensations of that morning the last thing that troubled Jeremy
was to find himself carrying on a familiar conversation with a prince.
He accepted it as natural that his accident should have made him
important; and he conducted himself without discomfort in an
interview which might otherwise have embarrassed and puzzled him
—for he was self-conscious and awkward in the presence of those
who might expect deference from him. He was first recalled to the
strangeness of the position by the Speaker’s eager informality.
It was true that he was unacquainted with the habits of courts in any
century. And yet should not the Speaker have called a servant or
perhaps even a high official, instead of thus laying his own hand on
the door and beckoning his guest to follow? Jeremy failed for a
moment to obey the gesture, standing legs apart, considering with a
frown the old man before him. It was nothing but an elderly Jew, by
turns arrogant and supplicating, moved perhaps a little over the edge
of sanity by his great age and by disappointed ambitions.
Then he started, recovered his wits and followed the crooked finger.
They went out into the passage together. As they came into the
gloom the old man suddenly put his arm round Jeremy’s shoulders
and, stooping a little to his ear, murmured in a manner and with an
accent more than ever plainly of the East:
“My son, my son, be my friend and I will be yours. And you must be a
little respectful to the Lady Burney, my wife. She will think it strange
that I bring you to her without ceremony. She is younger than I am,
and different from me, different from you. She is like the rest. But I do
nothing without reason....”
Jeremy stiffened involuntarily under the almost fawning caress and
muttered what he supposed to be a sufficient answer. The old man
withdrew his arm and straightened his bent back; and they continued
their way together in silence.
Presently they came into a broader and lighter corridor, the windows
of which opened on to a garden. Jeremy recognized it as the garden
he had seen from his room the evening before, and, looking aside as
they passed, he caught a glimpse of a party of young men, busy at
some game with balls and mallets—a kind of croquet, he imagined.
They went on a few paces, and a servant, springing up from a chair
in a niche, stood in a respectful attitude until they had gone by. At
last the Speaker led the way into a small room where a girl sat at a
table, languidly playing with a piece of needlework.
She, too, sprang to her feet when she saw who it was that had
entered; and Jeremy looked at her keenly. This was the first woman
he had seen at close quarters since his awakening, and he was
curious to find he hardly knew what change or difference. She was
short and slender and apparently very young. Her dress was simple
in line, a straight garment which left the neck bare, but came up
close to it and fell thence directly to her heels, hardly gathered in at
all by a belt at the waist. Its gray linen was covered from the collar to
the belt by an intricate and rather displeasing design of embroidery,
while broad bands of the same pattern continued downward to the
hem of the long skirt. Her hair was plaited and coiled, tightly and
severely, round her head. Her attitude was one of submission,
almost of humility, with eyes ostentatiously cast down; but Jeremy
fancied that he could see a trace of slyness at the corners of her
mouth.
“Is your mistress up, my child?” the Speaker asked in a tone of
indifferent benevolence.
“I believe so, sir,” the girl answered.
“Then tell her that I wish to present to her the stranger of whom she
has heard.”
She bowed and turned, not replying, to a further door; but as she
turned she raised her eyes and fixed them on Jeremy with a frank,
almost insolent stare. Then, without pausing, she was gone. The
Speaker slipped into the chair she had left and drummed absently
with his fingers on the table. When the girl returned he paid hardly
any attention to her message that the Lady Burney was ready to
receive them. A fit of abstraction seemed to have settled down on
him; and he impatiently waved her on one side, while he drew
Jeremy in his train.
Jeremy was doubtful how he ought to show his respect to the stout
and ugly woman who sat on her couch in this room with an air of
bovine dissatisfaction. He bowed very low and did not, apparently,
increase her displeasure. She held out two fingers to him, a
perplexing action; but it seemed from the stiffness of her arm that
she did not expect him to kiss them. He shook and dropped them
awkwardly and breathed a sigh of relief. Then he was able to
examine the first lady of England and her surroundings, while, with
much less interest and an expression of stupid aloofness, she
examined him.
She was dressed in the same manner as the girl who waited in the
ante-room, though her gown seemed to be of silk, and was much
more richly as well as more garishly embroidered. It struck Jeremy
that she harmonized well with the room in which she sat. It was filled
with ornaments, cushions, mats and woven hangings of a coarse
and gaudy vulgarity; and the woodwork on the walls was carved and
gilded in the style of a florid picture-frame. The occupant of this
tawdry magnificence was stout, and her unwieldy figure was
disagreeably displayed by what seemed to be the prevailing fashion
of dress. Her cheeks were at once puffy and lined and were too
brilliantly painted; and the lashes of her dull, heavy eyes were
extravagantly blackened. Jeremy hoped that his attitude, while he
noted all these details, was sufficiently respectful.
It must have satisfied the Lady Burney, for, after a long pause, she
observed in a gracious manner:
“I was anxious to see you. Why do you look like every one else? I
thought your clothes would have been different.”
Jeremy explained that he had been clothed anew so that he should
not appear too conspicuous. She assented with a movement of her
head and went on:
“It would have been more interesting to see you in your old clothes.
Do you—do you——” She yawned widely and gazed round the room
with vague eyes, as though looking for the rest of her question. “Do
you find us much changed?” she finished at last.
“Very much changed, madam,” Jeremy replied with gravity. “So
much changed that I should hardly know how to begin to tell you
what the changes are.”
She inclined her head again, as though to indicate that her thirst for
knowledge was satisfied. At this point the Speaker, who had been
standing behind Jeremy, silent but tapping his foot on the ground,
broke in abruptly.
“Where is Eva?” he said.
The lady looked at him with a corpulent parody of reserve. “She has
just come in from riding. Shall I send for her?” The Speaker nodded,
and then seemed to wave away a question in her eyes. She turned
to Jeremy and murmured, “The bell is over there.”
Jeremy stared at her a moment, puzzled; then, following the
direction of her finger, saw hanging on the wall an old-fashioned bell-
pull. Recovering himself a little he went to it, tugged at it gingerly,
and so summoned the girl who sat in the ante-room. When she
came in he saw again on her face the same look of frank but
unimpressed curiosity. But she received her orders still with
downcast and submissive eyes and departed in silence.
Then a door at the other end of the room opened abruptly and gustily
inwards. Jeremy looked towards it with interest, saw nothing but a
hand still holding it, and, dimly, a figure in the opening turned away
from it. He heard a fresh, cheerful voice giving some parting
directions to an invisible person. The blood rose suddenly to his
head and he began to be confused. He waited in almost an agony of
suspense for the Speaker’s daughter to turn and enter the room.
He had indeed experienced disturbing premonitions of this sort
before. Now and again it had happened in the life of his own lecture-
rooms and of his friends studios, that, without reason, he wondered
why he had been so immune from serious love-sickness. Now and
again, like a child with a penny to spend, he would take his bachelor
state out of some pocket in his thoughts, turn it over lovingly, and ask
himself what he should do with it. He had indeed a great fear of
spending it rashly; but often, after one of these moods, the mention
of an unknown girl he was to meet would set his heart throbbing, or
he would look at one of his pupils or one of his friends with a new
and faintly pleasant speculation in his mind. Yet there had never
been anything in it. He had had one flirtation over test-tubes and
balances, ended by his timely discovery of the girl’s pretentious
ignorance in the matter of physics. He would not have minded her
being ignorant, but he was repelled when he thought that she had
baited a trap for him with a show of knowledge. There had been
another over canvases and brushes. But he had not been able to
talk with enough warmth about the fashions of art; and, before he
had made much progress, the girl had found another lover more glib
than he—which was, he reflected, when he was better of his
infatuation and considered the kind of picture she painted, something
of a deliverance. Now his heart was absurdly beating at the
approach of a princess—of a princess who was nearly two hundred
years younger than himself!
She turned and came into the room, stopping a few paces inside and
staring at him as frankly as he at her. She must have seen in him at
that moment what we see in the house where a great man was born
—a house that would be precisely like other houses if we knew
nothing about it. Or did her defeated curiosity wake in her even then
extraordinary thoughts about this ordinary young man? Jeremy’s
mind had become too much a stage set for a great event for him to
get any clear view of the reality. But he received an impression,
ridiculously, as though the fine, blowing, temperate, sunshiny day he
had seen through the windows had come suddenly into his
presence. And, though this tall, straight-backed girl, with her wide,
frank eyes and all the beauty of health and youth, had plainly her
mother’s features, distinguished only by a long difference of years,
he guessed somehow in her expression, in her pose, something of
the father’s intelligence.
The pause in which they had regarded one another lasted hardly ten
seconds. “I wanted so much to see you,” she cried impulsively. “My
maids have told me all about you, and when I was out riding——”
She stopped.
The Lady Burney frowned, and the Speaker asked in a slow,
dragging voice, as though constraining himself to be gentle, “Whom
did you meet when you were out riding?”
“Roger Vaile,” the girl answered, with a faint tone of annoyed
defiance. “And he told me how he came to find this gentleman
yesterday.”
“I am very much in his debt,” Jeremy said. “I suppose he saved my
life.”
“You should not be too grateful to him,” the Speaker interposed, in a
manner almost too suave. “Any man that found you must have done
what he did. You are not to exaggerate your debt to him.”
The girl laughed, and suppressed her laughter, and again the Lady
Burney frowned. Jeremy, scenting the approach of a family quarrel
and unwilling to witness it, spoke quickly and at random in the hope
of relieving the situation: “I hope, sir, you will allow me to be grateful
to Mr. Vaile, who was, after all, my preserver, and treated me kindly.”
The girl laughed again, but with a different intention. “Mister?” she
repeated. “What does that mean?”
Jeremy looked at her, puzzled. “Don’t you call people Mister now?”
He addressed himself directly to her and abandoned his attempt to
embrace in the conversation the Speaker, who was trying to conceal
some mysteriously caused impatience, and the Lady Burney, who
was not trying at all to conceal her petulant but flaccid displeasure.
“No,” said the girl, equally ignoring them. “We call Roger Vaile so
because he is a gentleman. If he were a common man we should
simply call him Vaile. Did you call gentlemen—what was it?—Mister,
in your time?” Jeremy, studying her, admiring the poise with which
she stood and noting that, though she wore the narrow, simply-cut
gown of the rest, it was less tortured with embroidery, strove to find
some way of carrying on the conversation and suddenly became
aware that there was some silent but acute difference between the
Speaker and his wife.
“Eva!” the Lady Burney broke in, disregarding her husband’s hand
half raised in warning. “Eva,” she repeated with an air of corpulent
and feeble stateliness, “I am fed up with your behavior!”
Jeremy started at the phrase as much as if the stupid, dignified
woman had suddenly thrown a double somersault before him. But he
could see no surprise on the faces of the others, only unconcealed
annoyance and alarm.
“You may go, Eva,” the Speaker interposed with evident restraint.
“Jeremy Tuft is to be our guest, and you will see him again. He has
much to learn, and you must help us to teach him.”
The girl, as though some hidden circumstance had been brought into
play, instantly composed her face and bowed deeply and
ceremoniously to Jeremy. He returned the bow as well as he was
able, and had hardly straightened himself again before she had left
the room.
“I am fed up with our daughter’s behavior,” the Lady Burney
repeated, rising. “I will go now and speak to her alone.” Then she too
vanished, ignoring alike her husband’s half-begun remonstrance and
Jeremy’s second bow.
It was with some amazement that Jeremy found himself alone again
with the old man. His brain staggered under a multitude of
impressions. The astonishing locution employed by the great lady
had been hardly respectable in his own day, and it led him to
consider the strange, pleasant accent which had struck him in Roger
Vaile’s first speech and which was so general that already his ear
accepted it as unremarkable. Was it, could it be, an amazing
sublimation of the West Essex accent, which in an earlier time had
been known as Cockney? Then his eye fell on the silent, now
drooping figure of the Speaker, and recalled him to the odd under-
currents of the family scene he had just beheld.
“My wife comes from the west,” said the Speaker in a quiet, tired
voice, catching his glance, “and sometimes she uses old-fashioned
expressions that maybe you would not understand ... or perhaps
they are familiar to you.... But tell me, how would a father of your
time have punished Eva for her behavior?”
“I don’t know,” Jeremy answered uncomfortably. “I don’t know what
she did that was wrong.”
The Speaker smiled a little sadly. “Like me, she is ... is unusual. She
should not have addressed you first or taken the lead so much in
speaking to you. I fear any other parent would have her whipped. But
I—” his voice grew a little louder, “but I have allowed her to be
brought up differently. She can read and write. She is different from
the rest, like me ... and like you. I have studied to let her be so ...
though she hardly thinks it ... and I daresay I have not done all I
should. I have been busy with other things and between the old and
the young.... I was already old when she was born—but now you....”
His voice trailed away into silence, and he considered Jeremy with
full, expressionless eyes. At last he said, “Come with me and I will
make arrangements for your reception here. In a few days I shall
have something to show you and I shall ask your help.” Jeremy
followed, his mind still busy. His absurd premonitions had been
driven away by tangled speculations on all these changes in
manners and language.
CHAPTER VI
THE GUNS
1
DURING the days that immediately followed, the Speaker left
Jeremy to make himself at home as best he could in the new world.
For a time Jeremy was inclined to fear that by a single obstinacy he
had forfeited the old man’s favor. He had been removed from the
little room which he had first occupied to another, larger and more
splendidly furnished, near the Speaker’s own apartments. But he
had pleaded, with a rather obvious confidence in his right to insist,
that he should be allowed to continue his friendship with Roger Vaile.
Some obscure loyalty combined with his native self-will to harden
him in this desire; and the Speaker was displeased by it. He had
evidently had some other companion and instructor in mind.
“The young man is brainless, like all his kind,” he objected. “You will
get no good from him.”
“But he did save my life. Why would he think of me if I forgot him
now?”
“No man could have done less for you than he did. You ought not to
let that influence you.”
The wrangle was short but too rapidly grew bitter. To end it Jeremy
cried with a gesture of half-humorous despair, “Well, at least he is
my oldest living friend.”
The Speaker shrugged his shoulders and gave way without a smile;
but he seemed from this moment to have abandoned him to the
company he thus wilfully chose. For the better part of a day Jeremy
was pleased by his deliverance from a dangerous and uncomfortable
old fanatic. Thereafter he fell to wondering, with growing intensity,
what were now his chances of meeting again with the Speaker’s
daughter.
When he rejoined Roger Vaile, that placid young man received him
without excitement, and informed him that they might spend the next
few days in seeing the sights of London. Jeremy’s great curiosity
answered this suggestion with delight; and in his earliest
explorations with Roger he found many surprises within a small
radius. The first were in the great gardens of the Treasury, which, so
far as he could make out, in the absence of most of the familiar
landmarks, took in all St. James’s Park, as well as what had been
the sites of Buckingham Palace and Victoria Station. Certainly, as he
rambled among them, he came upon the ruins of the Victoria
Memorial, much battered and weathered, and so changed in aspect
by time and by the shrubs which grew close around it that for several
moments it escaped his recognition.
Outside the walls of the Treasury such discoveries were
innumerable. Jeremy was astonished to find alternately how much
and how little he remembered of London, how much and how little
had survived. Westminster Bridge, looking old and shaky, still stood;
but the Embankment was getting to be disused, chiefly on account of
a great breach in it, how caused Roger could not tell him, in the
neighborhood of Charing Cross. On both sides of this breach the
great men who owned houses in Whitehall and the Strand were
beginning to push their gardens down to the water’s edge. Indeed,
as Jeremy learnt by his own observation and by close questioning of
Roger, the growth of huge gardens was one of the conspicuous
signs of the age.
There existed, it seemed, an aristocracy of some wealth descended
mostly from those supporters of the first and second Speakers who
had taken their part in putting down the Reds and restoring order
more than a hundred years before. Where one of the old ruling
families, great land-owners, great manufacturers, or great financiers
had possessed a member of resolute and combative disposition, it
had survived to resume its place in the new state. The rest were
descendants of obscure soldiers of fortune. This class, of which
Roger Vaile was an inconsiderable cadet, owned vast estates in

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Chapter 7: Intentional Torts 121 Fraud 199

Chapter 19: Introduction to Sales and Leases 332

Warranties on Presentment 487 Forms of Business Associations 564

Bank Deposits and Collections 494 Nature of Partnership 567

Business Law in Action 540 Dissolution 603

Chapter 33: Nature and Formation Officers 691

Trade Names 834 Nuisance 925

F Kimbrell’s of Sanford, Inc. v. KPS, Inc. 734

Parker v. Twentieth Century-Fox Film Corp. 55 T

The Tradition Continues

Uniform Certified Public Accountant Examination

Business Ethics Emphasis

New to This Edition

Additional End-of-Chapter Questions and Case Problems

Coverage of Recent U.S. Supreme Court Decisions

Case Critical Thinking Questions

Applying the Law

Business Law in Action

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