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Law 2 - Business Law II (UC:CSU) – 3:00 Units  


Fall 2011 - Section 0322


Instructor:           Barry Morinaka, Esq.

Office:                 Online Office Hours Only

Office hours:       Mondays (9:00 - 11:00 AM), and Wednesdays (3:00 – 5:00 PM), or by appointment.

Phone:                Tel (213) 250-2292 - Fax(213) 250-1894

Email:                  bmorinaka@ca.rr.com

Moodle page       http://moodle.lamission.edu/course/view.php?id=859

Textbook:           Business Law  11th ed.

                           Kenneth W. Clarkson, Roger LeRoy Miller, Gaylord A. Jentz, Frank B. Cross

ISBN:                   ISBN-10: 0324655223 - ISBN-13: 9780324655223


Course Description:   (UC:CSU) 3 UNITS - Prerequisite: None. Same as Business 6. Lecture 3 hours.  Further study of the fundamental principles of law as they apply in the business world. Examines bailment, the rights and liabilities of agent, principles and liabilities of agent, principles and third parties, partnerships, corporations, stockholders, negotiable instruments and securities.

Below are the Tests from your textbook
Test #A - Chp. 35 - Sole Proprietorships and Franchises
Test #B - Chp. 36  - Partnerships & Limited Liability Partnerships
Test #C - Chp. 37 - Limited Liability Companies and Special Business Forms
Test #D - Chp. 38 -  Corporations - Formation & Financing
Test #E - Chp. 39 - Corporations - Directors, Officers and Shareholders
Test #F - Chp. 40 - Corporations - Merger, Consolidation and Termination
Test #G - Chp. 41 - Corporations - Securities Law and Corporation Governance
Test #H - Chp.  42 - Law for Small Businesses
Test # I - Chp. 32 - Agency Liability to Third Parties & Termination
Test #J - Chp. 24 - Function & Creation of Negotiable Instruments
Test #K - Chp. 25 - 25 - Transferability and Holder in Due Course - Negotiable Instruments
Test #L -  Chp. 26 - Liability, Defenses & Discharge - Negotiable Instruments
Test #M - Chp. 47 - Personal Property & Bailments


Course Organization: Law 2 is organized into assignments, quizzes, legal documents, and forum discussions. Read "Where to Start"


Student Learning Outcomes:    

Upon successful completion of this course, a student will be able to:

1. Brief law cases in partnerships and corporations, including other types of business entities, such as LLC and LLP, corporate fiduciary problems, conflict of interests, inside trading, and securities violations.

2.  Critically analyze and argue issues of partnerships, corporations, other entities such as a LLC or LLP, corporate mismanagement, breach of fiduciary duties, and security violations.

3. Prepare legal documents, forms or papers for a simple and complex partnership agreement, forms related to a LLC and a LLP, and all of the corporate forms, documents, bylaws, minutes, issuance of shares, and the 1st meeting of the corporation related to incorporating a California Corporation.

Skill Level:
College level reading and writing; ability to access the internet.  Necessary skills include proficiency using a word processing program, including spell checker, using a web browser, sending and receiving email, saving documents as RTFs (rich text format), uploading and attaching documents.  

Estimated Time per Week:  10 hours (see Carnegie Rule)

Class format:
The class is entirely online.  No on campus meetings are required.   .  We use the Moodle Course Management System.    Carefully read our policies.

The class follows a weekly format. If you click on "Section Links" in upper left corner of your moodle class,  you will see the weekly assignments, quizzes, forums and activities. There are many opportunities for you to participate and earn points to attain a good grade. 

Online classes require your attention and effort.  If you fail to log into the class during the first two weeks you will be excluded from the class.  There are activities and assignments each week; you will need to log into the class several times a week.

To be a successful online/hybrid student, you need to do schedule a regular time for studying, read and complete on line activities, and more


Technical Requirements:  The minimum computer requirements are:  Computer, either a Macintosh or IBM compatible; modem, minimum 28.8, broadband or high speed internet access is preferred and is required to view the videos.  Software:  Web browser software, preferably Firefox 3.5 or Internet Explorer 8, an e-mail address and a word processing program.

Get Firefox: http://www.mozilla.com/en-US/firefox/all.html 

Get Internet Explorer: http://www.microsoft.com/windows/Internet-explorer/default.apx

Get a free email account at: www.mail.google.com

Students who do not have regular computer access may use computers in the campus Learning Resource Center.  Be sure to save all your papers and assignments on a flash drive.

Course Login: 


First Assignment:  Introduce yourself to the class under the forum discussions for the first week.  This is where you will get to know your classmates. Post your introduction by Sunday evening, 11:55 pm, September 4th. You may be withdrawn from class if you do not post your introductions by the end of the 2nd week of class.

Contacting Your Instructor:
  I check my email several times a day and respond to emails within 24 hours.  Please don’t hesitate to contact me with any questions; email me at: bmorinaka@ca.rr.com, in the subject line put: Law 2 #0322.  I am also available by telephone on Mondays and Wednesdays  and by email during the week. 

CLASS BIOGRAPHIES: You will find your instructor's autobiography posted in the "Discussion Board" of the class website. Please post your bio in the discussion board by Friday of week one. In your bio, please be sure to include:

Your name,
Class level,
Alternate email address,
Academic accomplishments,
Other items of interest, and
Include any preliminary questions or concerns you have at this point.

DISCUSSION FORUMS: Every week a discussion questions posted to the website "FORUMS." You are required to post a answer to each discussion question by Wednesday of the forum week. Further, you are required to post, at least, one response to two or more of your classmates' initial responses. You are not required to respond to every classmate. You may, although this is a decision each student will make. 

Minimum THREE different days per forum week.  As we begin our online work together I want to discuss an important aspect of online learning, namely participation. Participation is an important part of this collaborative online learning environment. It is well documented that participation and collaboration does enhance learning & whether it be in-class or at a distance. You are encouraged to initiate and respond regularly and make sure your ideas are presented clearly and are substantive. 
Postings that lack substance will receive little or no credit.  For example, “I agree,”  “Good posting,” or similar messages that add little or nothing to the discussion will receive few, if any credits. Discussions posted to the website are an important part of the learning that takes place in this class. In essence, we learn from each other. Share ideas or questions with your colleagues. Ask them questions. Share your own experiences.


Class Meeting Discussions:

  • Please read, review, and reflect on each message PRIOR to posting to the forums. Remember: Others cannot get visual clues as to meaning, therefore, be careful in what and how you communicate. Once posted, messages cannot be deleted!
  • All postings to any meeting in this class are to be considered CONFIDENTIAL and for consideration and discussion only by members of this class.
  • Ask questions about areas of the subject that you wish to better understand or for clarification and/or amplification.
  • Read your classmates comments and presentations, and respond constructively.
  • Offer personal/professional experiences/observations relevant to the items being discussed.

Participation Rubric:





A minimum of 3 postings per forum on at least 3 separate days.

Less than 3 substantial postings.

Three required substantial postings.

More than the 3 substantial required posting.  

Answers by Wednesday
- - - - - - - - - - - - - -
Respond to classmates by Sunday

Posting answers after Wednesday

Posting answers on  Wednesday

Posting answers before Wednesday

Well reasoned with appropriate analysis.

No response or lacks applicability.

Response is applicable, but may not be thorough or lacks depth.

Thorough response with appropriate depth.

Appropriate dialog with classmates

Responses do not clearly relate to topic.

Responses relate to topic.

Responses clearly relate to topic.

Appropriate grammar, spelling, and APA references.

Spelling and/or grammar errors.

No spelling or grammar errors..

No spelling, grammar errors, or punctuation errors.





Student deliverables should be submitted on the specified date by midnight of the student’s time zone. For purposes of scheduling, each week or module begins on Monday 12:01 AM and concludes the following Sunday at Midnight.  



VOCABULARY - You are expected to read and understand the material presented in the assigned text and articles you locate.

FORMAT - Papers submitted should be written in accordance with the APA, Bluebook, or other recognized formatting style.

GRAMMAR - Use active voice in your writing. Also use the spelling and grammar check feature of your Word Processor before submitting your papers. 


 Homework Assignments:  Assignments require you to read and brief law cases. Read the information on "briefing law cases". Below is the grading rubric for your case "briefs"











Case Name and Citation


Complete case name and properly formatted citation appear at the top of the case brief

Complete case name is provided but citation is incomplete

Complete case name is provided but no citation is give

Neither the case name nor the citation appears at the top of the case brief OR both case name and citation are incorrect.

Operative Facts


Operative facts are relevant to the issue being examined by the court and are logically organized.   

Facts are relevant to the question being answered but lack coherence or organization. 

Irrelevant facts are included.  Lack of logical organization.  

Relevant facts are omitted or lost in discussion of unrelated information.   

Procedural Facts


Procedural history of the case is clearly and logically presented in proper chronology.

Procedural history of the case is presented but chronology is confusing.

Some procedural history is presented.

No procedural history is presented.

Issue/Short Answer


Includes all elements (applicable law, issue being examined and relevant facts) in a well crafted, grammatically correct question.

Answer responds to question being posed.

Issue is separately articulated, but does not include all elements; applicable law, issue being examined and relevant facts.

Answer responds to question being posed.

Issue is not separately articulated, but implied through description of facts or discussion of law.

Answer does not respond to question being posed.

Issue is not articulated


No answer is given.



Law is correct and is relevant to the question being answered.  Rule(s) of law succinctly paraphrased rather than quoted. 

Law is correct and is relevant to the question being answered, but is not paraphrased

Rules of law are used in providing answer, but it is unclear if writer understands the law and is properly applying it.

Rules of law are omitted from answer or incorrect law is used.



The court’s reasoning is presented in a clear and logical fashion, leading the reader to an understanding of the rationale behind the law. 

Law is applied to the facts, but the underlying rationale is not clear.  

Analysis is unclear, causing the reader to question whether the law is correct. 


No analysis of the law is given.

Writing Mechanics

Sentence structure, grammar, punctuation are substantially correct.

Each component‘s material is logically organized and presented in a clear, concise manner.

Sentence structure, grammar, punctuation are substantially correct.

Organization is logical but needs better consistency and clarity.

Adherence to rules of writing is poor.

Material lacks organization and/or is unclear, making it difficult to understand.

Rules of writing are ignored or misunderstood.

No apparent logic to the organization of the material.  Writing lacks clarity.

**above adopted from case grading rubric - AAFPE.org website

Students who plagiarize will receive zero credit on the assignment.


Quizzes:  The class is divided into weekly quizzes (20 multiple choice), and are timed - 1 hour (60 minutes) with only one attempt. This is 35% of your grade.

Assignments: The class is divided into weekly assignments. This is 35% of your grade

Documents: The class is divided into the preparation of legal documents including partnership and corporation documents. This is 15% of your grade.

The class is divided into weekly discussions . This is 15% of your grade

Late Assignments  
Our "Late Work"  Policy is firm. 


Grading Policy:  Letter grades will be determined based upon the following:


Grade Distribution
Tests - 35 % of your grade
Assignments- 35 % of your grade
Legal Documents - 15% of your grade
Forum Discussions- 15 % of your grade


Grade Scale:         A        90-100                    

                            B        80-89

                            C        70-79

                            D        60-69

                            F        ≤  60


Please note that a grade of C or higher is required for each of the 12 paralegal certificate classes.


Points will be posted on the class website after each activity closes. 


Reasonable Accommodation:   For students requiring accommodation the DSPS office provides special assistance in areas like: registering for courses, specialized tutoring, note-taking, mobility assistance, special instruction, testing assistance, special equipment, special materials, instructor liaisons, community referrals, and job placement.  The phone number for the Office of Students with Disabled Student Programs and Services is: (818) 364-7732 and also their website at http://lamission.edu/dsps

FEEDBACK ON ASSIGNMENTS AND THE UNIT: I will send feedback on all graded assignments within one week of the due date, hopefully sooner. But, due to the size of the class, feedback may be delayed.


EXTRA CREDIT: Since the law is in constant change, along with the advent of the Internet, issues may arise that are timely and germane to our class. Therefore, opportunities may arise during the term that allow for extra credit, although no extra credit is presently offered.


ACADEMIC HONESTY: Academic honesty is highly valued at Los Angeles Mission College, just as it is at all colleges and universities. A student must always submit work that represents his or her original words or ideas. If any words or ideas are used that do not represent the student's original words or ideas, the student must cite all relevant sources. The student should also make it clear to what extent such sources was used. Words or ideas that require citations include, but are not limited to, all hard copy or electronic publications, whether copyrighted or not, and all verbal or visual communications when the content of such communications clearly originates from an identifiable source. All submissions to any public meeting or private mailbox fall within the scope of words and ideas that require citations if used by someone other than the original author.

Plagiarism - If you are unclear about how to use text citations properly, check out the following Web Site. Babbie does an excellent job explaining this often confusing topic and does so in a humorous way.  http://www.csubak.edu/ssric/Modules/Other/plagiarism.htm


Important Dates


Website opens      Sunday 8/28/11 at 6 pm

Aug. 29 - First Day of Instruction
Sept. 5 – Holiday, No Classes
Sept. 9 - Last Day to Add full-term Fall 2011 classes
Sept. 12 – Last day for refund
Sept. 12 – Last day to drop without notation on transcript & get refund
Sept. 23 - Last Day to Drop without a “W” in person
Sept. 25 - Last Day to Drop without a “W” by WEB
Nov. 11 – Holiday, No Classes
Nov. 18 - Last Day to Drop with “W” in Person
Nov. 20 – Last Day to Drop with a “W” by WEB
Nov. 24-27 Holiday – No Classes
Final Exams – Dec. 12-17
Dec. 17 - Semester Ends

Calendar of Activities


Week 1 - Due 9/4/11


Week 2 - Due  9/11/11


  • Read the Chapter 35 - Sole Proprietorships and Franchises - Bus. Law 11th ed.
  • #1 Chp. 35 case problem  
  • #2  Simple Partnership Agreement 
  • Forum Discussion  

Week 3 - Due 9/18/11


  • Read Chp. 36 - Partnerships & Limited Liability Partnerships
  • Test #A  - Chp. 35 - Sole Proprietorships and Franchises 
  • #3  Chp. 36 Case Problem
  • Forum Discussion

Week 4 - Due 9/25/11


  • Read Chapter 37 - Limited Liability Companies and Special Business Forms
  • #4 Chp. 37 case problem   
  • #5 - Revised Uniform Partnership Act. 
  • Test #B  Chp. 36  - Partnerships & Limited Liability Partnerships
  • read how to improve your test scores - http://profj.us/26w/law1/improvemc.htm
  • Forum Discussion

Week 5 - Due 10/2/11


  • Read Chapter  38 - Corporations - Formation & Financing
  • #6 Chapter 38 Case Problem
  • #7  More Complex Partnerships Agreement (under RUPA) 
  • Test #C - Chapter 37 - Limited Liability Companies and Special Business Forms
  • Forum Discussion

Week 6 - Due 10/9/11


  • Read Chapter 39 - Corporations - Directors, Officers and Shareholders
  • #8 Chapter 39 Case Problem
  • #9 Prepare Articles of Incorporation   
  • Test #D   - Chapter 38 -  Corporations - Formation & Financing 
  • Forum Discussion

Week 7 - Due 10/16/11


  • Read Chapter 40 - Corporations - Merger, Consolidation and Termination
  • #10 Chapter 40 Case Problem 
  • #11 Close Corporations  
  • Test #E  - Chapter 39 - Corporations - Directors, Officers and Shareholders 
  • Forum Discussion

Week 8 - Due 10/23/11


  • Read Chapter  41 - Corporations - Securities Law and Corporation Governance
  • #12 Chp. 41 Case Problem 
  • #13  Steps to Incorporate and Employer ID Number 
  • Test #F - Chapter 40 - Corporations - Merger, Consolidation and Termination
  • Forum Discussion 

Week 9 - Due 10/30/11


  • Read Chapter  42 - Law for Small Businesses
  • #14 Chp. 42 Case Problem
  • #15  Corporate Bylaws
  • Test #G - Chp. 41 - Corporations - Securities Law and Corporation Governance
  • Forum Discussion 

Week 10 - Due 11/6/11


  • Read Chapter Chapter 32 - Agency Liability to Third Parties & Termination
  • #16 Chp. 32 Case Problem
  • #17 Minutes of 1st Meeting of the Corporation
  • Test #H  - Chapter  42 - Law for Small Businesses
  • Forum Discussion 

Week 11 - Due 11/13/11


  • Read Chapter 25 - Transferability and Holder in Due Course - Negotiable Instruments
  • #18 Chapter 25 Case Problem
  • #19  Executive Employment Agreement
  • Test # I - Chapter 32 - Agency Liability to Third Parties & Termination
  • Forum Discussion

Week 12 - Due 11/20/11


  • Read Chapter 26 - Liability, Defenses & Discharge - Negotiable Instruments
  • #20  Chapter 26 Case Problem 
  • #21  Notice of Issuance of Shares  pursuant to Corp. Code 25102(f)
  • Test #J  Chapter 25 - Transferability and Holder in Due Course - Negotiable Instruments
  • Forum Discussion

Week 13 - Due  11/27/11


  • Read Chapter 27 - Checks and Banking in the Digital Age
  • #22 Chapter 27 Case Problem
  • #23  SS4 - IRS Form - Employer ID Number (EIN)
  • Test #K  Chapter 26 - Liability, Defenses & Discharge - Negotiable Instruments

Week 14 - Due 12/4/11


  • Read Chapter 47 - Personal Property & Bailments 
  • #24  Chapter 47 - Bailments Case Problem
  • #25 - Fictitious Name Statement
  • Test #L  Chapter 27 - Checks and Banking in the Digital Age

Week 15 - Due 12/11/11


  • Test # M  Chapter 47 - Personal Property & Bailments
  • Forum Discussion

Week 16Due 12/18/11


  • What did you learn forum
  • End of Class Survey

* special thanks to PM and BM for the above format and structure of the syllabus

Syllabus Fall 2011 (8/10/11)








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