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INTRODUCTION/DEFINITIONS Real property v

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INTRODUCTION/DEFINITIONS Real property v. personal property PERSONAL PROPERTY Gifts Elements Donative intent Delivery Acceptance In Re Estate of Piper (page 924) Other gift issues Inter vivos gifts Causa mortis gifts – gifts in contemplation of death? Engagement ring cases Absolute v. conditional gifts? Fault v. no-fault? Missing property Mislaid property Lost property Abandoned property Related issues Estray statutes Conversion Bailments Definitions/key terms Bailment Personal property Temporary, exclusive possession and control Knowing acceptance Bailor/bailee Gratuitous v. mutual benefit bailments Voluntary v. involuntary bailments Threshold question – Has a bailment relationship been created? Duties of care owed by bailees generally Bailment for sole benefit of bailor – only liable for gross negligence Bailment for sole benefit of bailee – liable for even slight negligence Bailment for mutual benefit of bailor/bailee - Fault V. no-rauit? Missing property Mislaid property Lost property Abandoned property Related issues Estray statutes Conversion Bailments Definitions/key terms Bailment Personal property Temporary, exclusive possession and control Knowing acceptance Bailor/bailee Gratuitous v. mutual benefit bailments Voluntary v. involuntary bailments Threshold question - Has a bailment relationship been created? Duties of care owed by bailees generally Bailment for sole benefit of bailor - only liable for gross negligence Bailment for sole benefit of bailee – liable for even slight negligence Bailment for mutual benefit of bailor/bailee – Duty of ordinary care Liable for ordinary negligence Rights/obligations of bailees Rights/obligations of bailors REAL PROPERTY - BASIC CONCEPTS/TERMS (Chapter 49, pp. 939-41) Fixtures (p. 940-41) Rights/obligations generally Trade fixtures REAL PROPERTY SALES (pp. 946-47) Brokers/agents Offers/counteroffers Real estate contracts Escrow/mortgages Title search/examination/insurance Inspection Closing SELLER'S DUTIES (pp. 947-48) Implied warranty of habitability Disclosure obligations TRANSFERS BY DEED (pp. 949-50) Warranty deeds Quitclaim deeds Recording EMINENT DOMAIN (pp. 952-53) Government "takings"/public use/just compensation Kelo v. City of New London and related cases LANDLORD-TENANT RELATIONSHIPS – BASIC CONCEPTS/TERMS (pp. 956-57) LEASES General terms Unlawful provisions Habitability provisions Discrimination/harassment Unconscionable provisions RIGHTS AND DUTIES - Possession, Use, Maintenance, Rent Possession Covenant of quiet enjoyment Eviction – attempts by landlord to dispossess tenant Illegal landlord actions not involving court proceedings Unlawful detainer proceedings Retaliatory evictions Constructive eviction – abandonment by tenant Breach of covenant of quiet enjoyment/warranty of habitability? Reasonable notice/rent issues Suits for damages Limitations on use Nuisance Waste Alterations/improvements Damages/ordinary wear and tear Maintenance Common areas - landlord obligations Implied warranty of habitability – landlord obligations Tenant remedies Withhold rent? – escrow account Repair and deduct? Abandon/terminate lease? Suit for damages? Rent Tenant obligation to pay rent Exceptions - habitability/quiet enjoyment Security deposit rules Rent escalation – rent control Landlord remedies Duty to mitigate Formal court proceedings to retake possession - unlawful detainer MISCELLANEOUS LANDLORD-TENANT ISSUES Transfers of interests By landlord - sale of property by landlord during term of lease By tenant - landlord consent? Assignment Sublease Issues to consider Ease of creation - expenses and formalities Participation in management/decision-making Capitalization/fundraising/profit-sharing Liability Taxation Types of business forms generally Sole proprietorships Partnerships, limited partnerships (LPs), and limited liability partnerships (LLPs) Corporations and limited liability companies (LLCs) General small business considerations SOLE PROPRIETORSHIPS Advantages Disadvantages FRANCHISES Definitions/key terms Franchise Franchisor Franchisee Good cause Good faith and fair dealing Key considerations For franchisor Quality control Reputation Consistency of marketing strategies Uniformity of look and operations For franchisee Independent business Significant financial investment Paying to use trademarks/logos Fairness issues/unreasonable demands by franchisor? Undue advantage issues/maximizing chances for success Cost disclosure issues Types of franchises Distributorships Chain stores Manufacturing/processing plants Franchise contract issues Payments to franchisor – initial and ongoing payments/expenses/share of profits Type of business form to choose Business premises Lease or purchase of premises/equipment Uniform appearance of franchised premises – supplies and furnishings Location Scope of franchisee's territory/exclusivity Online issues Quality control/inspections by franchisors Extent of franchisor control Franchisor liability Miller v. D.F. Zee's, Inc. (Denny's case) (handout) Kerl v. Dennis Rasmussen, Inc. (Arby's case) (handout) Price controls by franchisors? Termination of franchises For “good cause” only Good faith requirement – implied covenant of good faith and fair dealing?