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In general terms, commercial law applies to transactions in property of all types including goods, real estate, negotiable instruments, documents of title, letters of credit, and intangible property including intellectual property. Commercial lawyers might practice in a firm or work “in-house” with a company, and commercial law issues arise in the practice of many other specialties.

Commercial Law Career Path Resources

Commercial Law Faculty

Commercial Law Path View

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  • Core Course

    Business Organizations

    3 Credit (Elective)

    Examines the similarities and differences among various types of business organizations (sole proprietorships, partnerships, corporations, and limited liability companies). Important issues studied include organization and formation requirements; roles, responsibilities, and potential liabilities of persons acting on behalf of the business organization and/or owning the business organization; the procedures and most frequent grounds for litigation involving business organizations; corporate social responsibility; and a brief introduction to the law of securities regulation and corporate control.

  • Core Course

    UCC: Negotiable Instruments and Payment Systems

    3 Credit (Elective)

    This course requires a comprehensive study of Articles 3 and 4 of the Uniform Commercial Code. Article 3 contains a complex body of concepts and rules, pertaining primarily to checks and promissory notes, defined as "instruments" in Article 3. Major topics include the requisites for negotiability, the means by which instruments can be negotiated (a special kind of transfer), liabilities incurred by signatories to instruments, as well as defenses that signatories can raise. A core concept, "holder-in-due-course" status, is explored with care. A federal, consumer law regulation promulgated by the Federal Trade Commission is also covered. Article 4 contains rules on Bank Collections and Deposits. The focus is the legal relationship between a bank and its customer, and the course also includes extensive coverage of the check collection system, warranties made with respect to checks in the collection system, as well as the law of conversion, as it bears upon checks and other instruments. Recently promulgated federal regulations that preempt or supplement Article 4 are included. Finally, there is limited coverage of the Electronic Funds Transfer Act and implementing federal regulations. This act and its regulations govern ATM withdrawals, the use of the debit cards for payments, and automatic deposits to consumer accounts; hence, the course is about negotiable instruments and the systems by which payments are made.

  • Core Course

    UCC: Sales

    3 Credit (Elective)

    Devoted mainly to the sale of goods under Article 2 of the Uniform Commercial Code. Major topics include the scope of Article 2, formation and modification of contracts for the sale of goods, implied terms, warranties, risk allocation, excuses for nonperformance, and remedies in the event of breach. Each student is expected to acquire a mastery of the guiding principles contained in Article 2. Because Article 2 covers sales to consumers, as well as commercial sales, the course includes an excursion into the Magnuson-Moss Warranty Act and product liability. Material covered in the basic course on Contracts is reviewed to a limited extent to highlight the changes made by the adoption of the Uniform Commercial Code. The subject matter of this course is heavily tested on bar examinations. Knowledge of the law of Sales is very helpful for lawyers advising on commercial transactions or engaged in commercial litigation.

    When offered as a distance learning course, there will be required weekly readings from the casebook, regular mini-lectures on prerecorded video, discussion forums to which students must make posts each week, and weekly assessments, including quizzes. All course material other than the casebook will be accessible by any computing device through an Internet connection. The course will be asynchronous, but in addition to posing questions and providing guidance on the discussion boards and through the video lectures, the professor will be available throughout the course by e-mail. Grading will be based on participation in the forums (including a qualitative component), performance on quizzes, and a final "open-book" examination.

  • Core Course

    UCC: Secured Transactions

    3 Credit (Elective)

    Uniform Commercial Code discusses in detail the creation and perfection of security interests in tangible and intangible personal property under Article 9 of the Uniform Commercial Code. Special attention is given to the need for, and the advantages of, secured credit and to the complex patterns of secured financing that have evolved to facilitate the flow of goods in commerce. The relative priorities of parties with security interests in the same collateral, the rights and obligations of secured creditors in event of default, and the relationship between Article 9 and the federal Bankruptcy Code also are considered.

  • Recommended Course

    Alternative Dispute Resolution

    2 Credit (Professional Skills)

    This course focuses on alternative methods of dispute resolution, including negotiation, mediation, and arbitration. In-class simulations of fact patterns are used as a means of illustrating certain resolution methods. Please check the most recent course registration information to determine if this course meets the Experiential Education/Professional Skills requirements.

  • Recommended Course

    Modern Remedies

    3 Credit (Elective)

    Offers an integrated survey of the legal and equitable remedies available in contracts, property, and torts actions, with special attention given to temporary restraining orders, preliminary injunctions, and the contempt power; the components of and adjustments to compensatory damages; the limitations on punitive damages; and restitution.

  • Recommended Course

    Contract Drafting

    2 Credit (Professional Skills)

    This course will focus on a series of realistic commercial transactions, with particular attention to the incorporation of the business terms into various agreements, as well as a review of how the standard key legal provisions and concepts interact within an agreement. Students will consider how business terms affect the legal provisions in an agreement and how precise drafting can convey the deal terms as intended. Students will analyze term sheets and letters of intent from a corporate, real estate, or other deal-making context for purposes of incorporating deal terms into transactional agreements, which may include asset, stock or purchase and sale agreements; assumption and assignment agreements; employment agreements; shareholder agreements; leases; operating agreements; loan agreements; escrow agreements; settlement agreements; closing agreements, and the like. Students may work in groups and draft documents based upon real transactions. Additionally, students will be exposed to the types of drafting assignments that a law firm setting might provide or require.

  • Recommended Course

    Trial Practice

    2 or 3 Credit (Professional Skills)

    This skills course is designed to prepare students for the trial phase of litigation. Although it presumes prior knowledge of the substantive areas of law covered during the first two years of law school, especially evidence, the course itself concentrates on trial procedure and the development of jury trial advocacy skills. Students conduct complete mock trials in which they participate as parties, witnesses, and counsel. Problems faced by students acting as counsel include jury selection, opening statements, closing arguments, examination of witnesses-including opinion testimony, offers of exhibits, objections to evidence, and impeachment of witnesses. Mock trial exercises are critiqued by the instructor and class members. Consideration also is given to client interviews, investigation, discovery, pleadings, pretrial motions, and the preservation of rights to appeal. Please check the most recent course registration information to determine if this course meets the Experiential Education/Professional Skills requirement.

  • Recommended Course

    Personal Income Tax

    3 Credit (Elective)

    This course covers the Internal Revenue Code provisions applicable to the tax treatment of individual taxpayers. Students also will study tax policy, case law, and the tax doctrines and principles applicable to the determination of an individual's taxable income. This course provides the basic structure for understanding and interpreting the Internal Revenue Code, and serves as a foundation for upper-level tax and business-related law school courses.

    Areas of coverage includes: gross income; the tax consequences of property transactions; property acquired by gift, bequest, devise, or inheritance; scholarships, prizes, and awards; life insurance and annuities; discharge of indebtedness; personal injury damages; fringe benefits; divorce; and deductions related to a trade or business or profit-seeking activity.

    When offered as a distance-learning course, there will be required weekly readings from the casebook and online statutory and regulatory sources, regular mini-lectures on prerecorded video accompanied by PowerPoint slides, discussion forums to which students must make posts each week, and weekly quizzes. All course material other than the casebook will be accessible by any computing device through an Internet connection. While most of the course will be asynchronous, opportunities will be presented for synchronous digital chat. In addition to posing questions and providing guidance on the discussion boards and through the video lectures, the professor will be available throughout the course by e-mail, conference call, or live chat. Grading will be based on participation in the forums (including a qualitative component), performance on quizzes, and a final "open-book" examination.

  • Other Course

    Consumer Protection

    2 Credit (Elective)

    This overview of the law of consumer retail transactions focuses on the tools available to attorneys representing consumers (and those defending companies) when consumer disputes arise. The course will cover common law causes of action, the statutory tools regularly utilized in litigation (with an emphasis on the Massachusetts Consumer Protection Act), and the regulatory regimes put in place by the Federal Reserve, Consumer Product Safety Commission, Consumer Financial Protection Bureau, and other administrative agencies. We also will analyze the tactics involved in consumer protection litigation by reviewing real situations and examining the choices available to both the businesses and consumer advocates in such cases. Finally, we will discuss a variety of specific substantive areas of consumer protection, such as the subprime mortgage debacle and Internet privacy.

    This course may be offered every other year.

  • Other Course

    Intellectual Property

    3 Credit (Elective)

    This course will survey the three major fields of intellectual property: patent, trademark, and copyright. The primary objective will be to examine the fundamental principles of each discipline. Students will read cases and statutory materials relating to topics such as registration, protection, and infringement. Although class materials will emphasize the essentials of intellectual property doctrine, the course also will explore important societal issues, such as the impact of technology (for example, television, computers, and the Internet) on the development of these critical areas of 21st-century law.

  • Other Course

    Modern Real Estate Transactions

    3 Credit (Elective)

    Focuses on three principal areas: real estate sales, conveyancing, and mortgage law. In the area of sales transactions, the course covers such topics as the lawyer's professional responsibility, duties owed by brokers to sellers and buyers, offers of purchase, purchase and sales agreements, remedies for breach, and closing. In the area of conveyancing, the course covers the requisites and construction of deeds, escrows, surveyor malpractice, recording procedures, liabilities of grantors for defective conditions, title searches, title abstracts, and title insurance. In the mortgage law component, the course covers the defining characteristics and standard provisions of a mortgage, mortgage substitutes, discrimination in lending, lien priorities and subordination of interests, assignments by mortgagees, transfer by mortgagors, foreclosures, redemption, waste, usury, and fixture security interests. The course emphasizes the negotiation and proper drafting of instruments.

  • Other Course

    Products Liability

    3 Credit (Elective)

    An analysis of the various means for assessing responsibility for damages arising from products sold in commerce. Among the topics covered are theories of liability, including negligence, misrepresentation, warranty, and strict liability; the concept of defectiveness; and special types of defendants. Liability is analyzed under both common law and statutes.

    This course may be offered every other year.

  • Core Course

    Consumer Bankruptcy

    3 Credit (Elective)

    This course studies relief for individual debtors under Chapter 7 (liquidation) and Chapter 13 (rehabilitation). Topics covered include prebankruptcy planning; the means test; eligibility; property of the estate; the automatic stay; exemptions; lien avoidance; nondischargeable debts, including domestic support and other marital obligations; jurisdiction issues in concurrent divorce and bankruptcy proceedings; reaffirmation and redemption rights; the trustee's avoiding powers; avoidance actions; Chapter 13 plans; and the bankruptcy discharge.

    This course may be offered every other year.

  • Core Course

    Business Bankruptcy

    3 Credit (Elective)

    This course is a broad overview of the US Bankruptcy Code and Rules, including the history and philosophy of bankruptcy law, focusing on business bankruptcy under Chapters 7 and 11. The course deals extensively with the rights and obligations of debtors and creditors, including secured and priority creditors. In addition, the course addresses the mechanics of filing, administration, and dispute resolution in Bankruptcy Court, including strategic planning for both debtors and creditors. Major conceptual analysis will include the automatic stay, claims, the estate, discharge and its limits, avoidable transfers, executor contracts, and related topics. Jurisdiction and appellate procedures may also be covered.

    This course may be offered every other year.

  • Other Course

    Insurance Law

    2 Credit (Elective)

    Covers contemporary insurance issues in property, liability, automobile, health, and life insurance. These areas are studied in the context of disputes, such as coverage for pollution, discrimination, or sexual abuse. Emphasis is given to rules of policy interpretation and applicability of public policy. Background issues are incorporated into the course and include fraud, extracontractual damages, the duty to defend, conflict of interests, and the role of legislatures and regulators. The purpose of the course is to familiarize the student with traditional insurance principles, theories of insurance law, and the approaches to insurance issues that underlie tort and statutory remedies.

    This course may be offered every other year.