PA 1103: UCC and Business Organizations

Course Title: UCC and Business Organizations
Course Number: PA 1103
Credits: 4 semester credits
Prerequisites: Grade “C” or better in PA 1102 – Introduction to Law and Contracts
Recommendations: A student may NOT take this class at the same time as Introduction to Law and Contracts. Introduction to Law and Contracts – PA 1102 must be completed before taking this class.
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.
Course Objects/ Learning Outcomes: Students will be able to:

  • Demonstrate a general understanding and working knowledge of the law of contracts, sales, commercial paper, secured transactions, agency, 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:
  1. Sales – Article 2 (12 hours)
    • Formation and Sales Contract
    • Warranties
    • Performance of Sales Contract
    • Title, Risk of Loss, and Insurable Interest
    • Remedies
  2. Commercial Paper (4 hours)
    • Basic Concepts
    • Negotiability & Negotiation
    • Holder in Due Course
  3. Secured Transactions – Article 9 (4 hours)
  4. Agency (8 hours)
  5. Forms of Business Organizations (24 hours)
    • Sole Proprietorship
    • Franchises
    • Partnerships
    • Corporations
      – Nature and Formation
      – Directors, Officers,
      Shareholders
      – Merger
      – Consolidations
      – Termination
      – Security Regulations
      – Professional
      Corporations
      – Limited Liability
      Company
  6. Ethics (4 hours)
  7. Exams and Discussion (8 hours)

Total Semester Hours: 64 hours

Course Focus: 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 exams requiring written essay answers which include factual and legal analysis. Emphasis may be on 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 full letter grade (A-F).