Course Description

Course Title:	UCC and Business Organizations
Course Number:	PA 1103
Credits:	4 semester credits
Prerequisites:	PA 1102 - Introduction to Law and Contracts
Recommendations:	Introduction to Law and Contracts must be completed before taking this class. A student may NOT take this class at the same time as Introduction to Law and Contracts.
Catalog Description:	Introduces the student to the laws of sales, commercial paper, secured transactions, and the Uniform Commercial Code as well as agency and partnership, corporations, and other business entities. There is an emphasis on the role of the lawyer and the paralegal in the formation of business entities which includes the preparation of related documents.
Outcomes:	Students will be able to: Demonstrate a general understanding and working knowledge of the law of contracts, sales, commercial paper, secured transactions, and the structure of the various business organizations. Recognize, differentiate and distinguish between a common law contract and a contract formed under the Uniform Commercial Code. Demonstrate an advanced understanding of legal reasoning, legal analysis, and critical thinking skills. Summarize the facts of a case, explain the applicable law, apply the law to the facts, and reach a legal conclusion for more complex legal issues through analysis, discussion and evaluation. Explain and illustrate the purpose and structure of the various forms of business entities. Create and draft basic business entity formation papers. Recall, interpret and analyze the basic ethical considerations of forming a business entity including applicable rules of legal professional responsibility and confidentiality. Demonstrate and apply a general understanding of the corporate financial structure including secured transactions, security agreements, corporate dividends and other distributions. Explain and interpret the general procedures to conduct corporate meetings, prepare corporate minutes, and institute changes in the corporate structure.
Topics Covered:	Sales - Article 2 (12 hours) Formation of the Sales Contract Warranties Performance of Sales Contract Title, Risk of Loss, and Insurable Interest Remedies Commercial Paper (4 hours) Basic Concepts Holder in Due Course Secured Transactions - Article 9 (4 hours) Agency (8 hours) Forms of Business Organizations (24 hours) Sole Proprietorship Franchises Partnerships Corporations - Nature and Formation - Directors, Officers - Shareholders - Merger - Considerations - Termination - Security Regulations - Professional Corporations - Limited Liability Company Ethics (4 hours) Exams and Discussion (8 hours) Total Semester Hours: 64 hours
Course Objectives:	To provide the student with an understanding of the legal concepts and vocabulary relating to Articles 2, 3, and 9 of the Uniform Commercial Code as well as the law relating to agency, partnership, corporation, and other forms of business organizations.
Outcome Measures:	The student may take periodic quizzes and/or exam(s), a final exam, and one take home paper. Another approach may be to assign four take-home exams and require written essay answers, which include factual and legal analysis. Emphasis may be on oral and written communication skills, listening and reasoning skills, and legal analysis. Grading of assignments and exams may be on a numerical point basis. The final grade will be a letter grade (A-F). Emphasis may be on oral and written communication skills, listening and reasoning skills, and legal analysis.

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