BUSINESS LAW 403 Commercial Transactions
WINTER 2015
Instructor: Nitin Bhatia, Barrister & Solicitor
Contact: Email your questions to: [email protected]. Direct office line: 780-438-6239.
Office Hours: (by appointment)
Website (required as it is regularly updated with new materials and announcements):
https://ulearn.ualberta.ca/
Course Description: This class is focused heavily on an analysis of the legislation and legal principles applying to commercial transactions. The course comprises, firstly, of a case law review of consumer and commercial sale of goods and, secondly, on secured transactions. You will be required to prepare for each class by reading the assigned materials and cases prior to class from the custom textbook. Only the cases that are assigned are to be read out of the textbook you are not required to read the accompanying commentary. PowerPoint slides have also been prepared by the instructor to assist you in understanding the cases and legal principles. These will be provided on ULearn only after they have been presented and discussed in class but definitely in time before the exam and reports are due.
Prerequisite: Business Law 301 Required Course Material
The textbook may be purchased at the University Bookstore: The Law of Commercial, Consumer and Secured Transactions, Custom Edition, Business Law 403 - Commercial Transactions.
Instructor: Nitin Bhatia. 2015, Edmond Montgomery Publications Ltd., Toronto.
Additionally, lecture slides are posted on uLearn: https://ulearn.ualberta.ca/webapps/login/
You will note in the lectures I will be looking at the following legislation and you may wish to print a copy for yourself (recommended):
Sale of Goods Act, RSA 2000, ch. S-2
Go to: http://www.canlii.org/en/ab/laws/stat/rsa-2000-c-s-2/latest/rsa-2000-c-s-2.html or: http://www.qp.alberta.ca/documents/acts/s02.pdf
Personal Property Security Act, RSA, 2000, ch. P-7
Go to: http://www.canlii.org/en/ab/laws/stat/rsa-2000-c-p-7/latest/rsa-2000-c-p-7.html or: http://www.qp.alberta.ca/documents/Acts/P07.pdf
Grading:
Two examinations will be written. The midterm examination will be written during class time. The final examination will be written at the assigned examination time slot as provided on beartracks later on in the semester. As the instructor, I do not have prior knowledge of when the final exam will be scheduled. If you require a deferment for the final exam, you will have to contact the undergraduate office in the 2ndfloor of the business school. (If you write your exams through SSDS, I require a
‘Letter of Introduction’ by the third week of class and an ‘Exam Instructions and Authorization’ form at least one week prior to each examination).
NOTES:
- If you miss a class, the instructor will not be responding to emails asking for information on what material has been missed. Please check with a fellow classmate for this information.
- During the exam, you will be required to have your student University ID in front of you and all electronic, devices, study material, textbook, etc. off your desk. As well put your name and student Id # (not your account number) on the scantron provided. Failure to do so may result in lost points at the discretion of the instructor. Failure to hand back the exam promptly upon the instructor declaring that time has elapsed is considered unethical and may result in a mark of zero.
Students will be required to participate in class discussion and complete assigned readings prior to class. This is a traditional ‘law’ course meaning it is directed through discussing case law and legislation to uncover principles behind the case law.
Two examinations will be written. The midterm examination will be written during class time (50 minute examination) on Friday, February 13, 2015. This examination will be worth 40% of your final grade and will consist of 35-40 multiple choice questions. The final examination will be worth 45% of your final grade written at the assigned examination time slot: TBA (see beartracks later in the semester for this information). The final exam will be a one hour and 30 minute final exam consisting of 40-45 multiple choice questions. There will not be any sample questions provided prior to the exams. The exams will be closed-book. The final exam is non-cumulative.
15% of your grade will be based on a Case Law Review. The instructor will provide two fictional cases to you by February 11th, 2015, you will submit a two page (double spaced) response to the questions which arise from the cases and provide an analysis of the laws that apply to each case.
MARK ALLOCATION (subject to change from time to time in the instructor’s sole discretion) 1. Mid- Term Exam –Friday, February 13, 2015. 40% of Final Grade (Chapter 1-14; lecture materials) 2. Case Law Report - Due on February 25th, 2015 in class. 15% of Final Grade.
4. Final Examination-TBA (as stated on bear tracks) 45% of Final Grade (Chapter 15-24, and lecture materials after February 13th, 2015).
Grade Distribution
The final grade distribution will reflect the University of Alberta Marking and Grading Guidelines.
Student performance will be measured relative to other students within the same section only. Your final scores will be calculated on a percentage basis, at which point it will be translated to a letter grade based roughly on the following chart, however this is subject to change:
GRADING STRUCTURE - FINAL GRADE IS A PERCENTAGE, AND THE DECIMAL POINTS ARE ROUNDED UP OR DOWN TO A FULL PERCENT (E.G. 76.56% TO 77% OR 74.23 TO 74%) FOR THE PURPOSE OF CONVERTING TO LETTER GRADES AT THE END OF THE SEMESTER. NO EXCEPTIONS ON THE ROUNDING METHODOLOGY.
F 0 - < 50%
D 50 - < 55 D+ 55 - < 60
C- 60 - < 63 C 63 - < 67 C+ 67 - < 70
B- 70 - < 73 B 73 - < 77 B+ 77 - < 80
A- 80 - < 86 A 86 - < 93 A+ ≥ 93
Deferred Policy
Students are expected to write the examinations at the assigned times. No make-up exams will be given for missed midterms. If a student does not have a valid reason for missing the midterm, then the student will receive a score of zero on the midterm. If a student misses a mid-term examination due to illness or other valid reason approved by the instructor, the weight of that mid-term will be added to the final exam subject to the following conditions: If the deferral is requested due to illness, the student is to contact the instructor AFTER (not before) they have missed the exam by email to request a meeting. No discussion will take place until after the opportunity to write the exam has lapsed. At that time you must contact the instructor within a reasonable amount of time. If the deferral is not related to illness, the student may contact the instructor at any time by email or phone to request a meeting. The student must meet in person with the instructor with a prepared Statutory Declaration in the form provided on ulearn. The draft declaration must contain all of the evidence you wish to rely on in requesting a deferred examination. (Note: Students should be aware that a statutory declaration is a written statement made under oath and making a false statement within a sworn statutory declaration may result in a charge under the Code of Student Behaviour). The
instructor will administer an oath and then evaluate the declaration on its merits in order to determine whether a deferral will be granted. If you must miss the final exam you can make arrangements to write a deferred final according to University Policy by contacting the undergraduate office on the second floor of the business building (Note: the instructor does not have authority to grant deferrals on the final exam). Every day the Case Law Report is late the instructor will deduct 1% off the grade (the report is worth 15%)
ETHICAL CONDUCT
The grading is not considered subjective and therefore adjusting individual marks would be arbitrary and unethical. If personal circumstances arise which drastically undermine your performance please consult with an advisor in the undergraduate office.
PLAGIARISM
The University of Alberta is committed to the highest standards of academic integrity and honesty. Students are expected to be familiar with these standards regarding academic
honesty and to uphold the policies of the University in this respect. Students are particularly urged to familiarize themselves with the provisions of the Code of Student Behavior (online at www.governance.ualberta.ca) and avoid any behavior which could potentially result in suspicions of cheating, plagiarism, misrepresentation of facts and/or participation in an offence. Academic dishonesty is a serious offence and can result in suspension or expulsion from the University. Policy about course outlines can be found in
§23.4(2) of the University Calendar.
Business Law 403- Course Reading List
*You are not required to read the commentaries and extra materials in the text, as some of this material is either irrelevant or outside the scope of what is being taught in this class. Please only review the specific cases selected in each chapter and herein described below. You will note that in each Chapter described below there are individual “Issues” which identify the topic and provide the case(s) to read in that Chapter.
PART ONE –SALE OF GOODS
Introduction (Jan 7) Common Law & Statute Nature of Contract
History of Sale of Goods Act (SGA)
Ch. 1 Concept of Sale (Jan 12) Issue: Lease or sale
Helby v. Matthews
Issue: Contracts for work & Materials Borek v. Hooper
Keillian West Ltd. v. Sportspage Enterprises Ltd.
Gee v. White Spot Ltd.
Ch. 2 Formation of the Contract (Jan 14)
Issue: Requirement of writing SGA s. 5, 6, 7
Fair Trading Act of Alberta (will be discussed in class) J. Schofield Manuel Ltd v. Rose
Consumer Credit & “Truth in Lending Disclosures Requirements”
Issue: Unsolicited goods
Gaertner v. Fiesta Dance Studios Ltd.
TransCanada Credit Corp Ltd. v. Zaluski Issue: Fairness of contractual provisions
Tilden Rent-a-car Co. v. V. Clendenning
Ch. 3 Scope of Contract (Jan 16)
We will have a general discussion in class, reading this chapter is not mandatory however it may be helpful in providing context for some of our discussions.
Ch. 4 Seller’s Implied Obligations: Title, quiet possession and clear (Jan 19) SGA s. 14
Caveat Emptor Issue: Title of goods
Niblett Ltd. v. Confectioners’ Materials Co. Ltd.
Rowland v. Divall
Ch. 5 Seller’s Implied Obligations with Respect to Description (Jan 21) SGA s. 15 and 17
Issue: Description of Goods
Andrews Brothers Ltd. v. Singer & Co. Ltd.
Varley v. Whipp Beale v. Taylor
Arcos, Limited v. EA Ronaasen & Son
Ashton Piggeries Ltd. v. Christopher Hill Ltd.
Ch. 6 Seller’s Implied Obligations of Quality (Jan 23) SGA s. 16
Issue: Merchantability & Durability
Hardwick Grame Farm v. Suffolk Agricultural&
Poultry Producers Assoc.
IBM Co Ltd. v. Shcherban
Mash & Murrell Ltd. v. Joseph I. Emanuel Ltd.
Ch. 7 Seller’s Implied Obligations: Fitness for use (Jan 26) SGA- s. 16(2)(3)
Issue: Fitness for Use
Hardwick Game Farm v. SuffolkAgricultural &
Poultry Producers Assoc.
Ashington Piggeries Ltd. v. Christopher Hill Ltd.
Ch. 8 Manufacturer’s Liability for Defective Goods (Jan 28) Ch. 9 Manufacturer’s Express Performance Warranties (Jan 28)
Ch. 10 Seller’s Delivery Obligations (Jan 28) SGA s. 27, 28 and 29
Issue: Meaning of Delivery & Time of Delivery Hartley v. Hymans
Chas. Rickards Ltd. v. Oppenhein Beaver Specialty Ltd. v. Bain
Ch. 11 Property (Title) Aspects of the Contract of Sale: Transfer between seller/buyer (Jan 30) S.G.A s. 19, 20, 23, 40 and 49
Royal Bank of Canada v. Saskatchewan Telecommunications Carlos Federspield Co v. Chas. Twigg & Co.
Caradoc Nurseries Ltd. v. Marsh
Ch. 12 Buyer’s Obligations & Sellers Remedies for Buyers Breach (Feb 2)
SGA s. 27, 28, 29, 30, 35, 36, 37, 38, 39 and 46 Issue: Action for the Price
Colley v. Overseas Exporters
Stein Forbes & Co. v. County Tailoring Company Issue: Sellers Right of Resale
Ward v. Bignall
Ch. 13 Buyer’s Remedies for Breach of Seller’s Obligations: Right of Rejection (Feb 4)
We will have a general discussion in class, reading this chapter is not mandatory however it may be helpful in providing context for some of our discussions.
Ch. 14 Buyer’s Remedies: Damages, Specific Performance and Other Remedies (Feb 6)
We will have a general discussion in class, reading this chapter is not mandatory however it may be helpful in providing context for some of our discussions.
Feb 9th, 11th to catch up in case we fall behind on topics, any extra time available will be used to refresh prior to the mid-term.
February 13th, 2015 – Midterm - covers all topics discussed in class and the cases in the text between Ch. 1 – 14.
February 16th – 20th READING WEEK
February 23rd – Class time allocated for students to work on the Case Report due February 25th, 2015.
PART TWO- SECURED TRANSACTIONS
Introduction
Debt Financing, Review of Bankruptcy Laws in Canada (Feb 25) Introduction to BIA
Introduction to CCAA Introduction to PPSA
Issue: Introduction to Secured Transactions (Feb 27) Ch. 15 The Scope of the Act – Section 2
Issue: The Licence issue Saulnier v. Royal Bank Issue: Exclusions – Section 4
Commercial Credit Corp. Ltd. v. Harry Shields Ltd.
Re: Urman
Ch. 16 Validity, Enforceability– Sections 9, 10, 12 (Mar 2) Issue: Validity of a Security Agreement
356447 British Columbia Ltd. v. CIBC Issue: Attachment of the Security Interest
Atlas Industries v. Federal Business Development Bank: S.K.T.N. Farm and Truck Equipment Ltd. (debtor)
Ch 17 Attachment (Mar 4) Issue: Rights in Collateral
Kinetics Technology v. Fourth National Bank of Tulsa R v. Canadian Imperial Bank of Commerce
Ch. 18 Perfection of Security Interest – Sections 19, 24, 25 (Mar 6)
Issue: Perfection by Possession (The Security Agreement matures into a butterfly analogy) Re: Raymond Darzinskas
Sperry Inc. v. Canadian Imperial Bank of Commerce
Ch. 19 The Registration System (Mar 9) Issue: Errors or Omissions in Registration Data
Re: Lambert
Ch. 20 Basic Priority Rules: Consequences of Unperfected Security Interests (Mar 11, 13) Sections 31, 32, 33, 34, 35
Issue: Subordination of Unperfected Interests
The Robert Simpson Company Ltd. v. Shadlock and Duggan Issue: Subordination Agreements
Royal Bank of Canada v General Motors
Practical applications of the PPSA (Mar 16)
Review example of a PPR search on an Alberta corporation Discussions on how we use PPR when
Ch. 21 The PMSI – Section 30 (Mar 18 - 20) Issue: Scope of PMSI Priority
Agricultural Credit Corp. of Saskatchewan v. Pettyjohn Unisource Canada Inc. v. Laurentian Bank of Canada
Issue: Priority of Inventory Financer & Two Types of Interests in One Security Agreement Clark Equipment of Canada Ltd. v. Bank of Montreal
Ch. 22 Protection of Transferees in the Ordinary Course of Business (Mar 23) Issue: Sale of Goods in the Ordinary Course
Royal Bank of Canada v. 216200 Alberta Ltd.
Ch. 23 Proceeds (Mar 25)
Issue: The Right to Follow Proceeds Flintoft v. Royal Bank of Canada Issue: Tracing of Proceeds
Agricultural Credit Corp. of Saskatchewan v. Pettyjohn Flexi-Coil v. KDC
Ch. 24 Enforcement of Security Interest (Mar 27, 30, April 1)
April 3 – Good Friday April 6 – Easter Monday April 8 – Catch up class
April 10 – General review class
