CONTRACT LAW

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Contract law is the body of law that relates to making and enforcing agreements. A contract is an agreement that a party can turn to a court to enforce. Contract law is the area of law that governs making contracts, carrying them out, and fashioning a fair remedy when there’s a breach.

Anyone who conducts business uses contract law. Both companies and consumers use contracts when they buy and sell goods, when they license products or activities, for employment agreements, for insurance agreements, and more. Contracts make these transactions happen smoothly and without any misunderstandings. They allow parties to conduct their affairs confidently. Contracts help make sure that the parties to a transaction are clear on its terms.

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ADMINISTRATIVE LAW

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Administrative law is the body of law and legal work that deals with government agencies. Lawmakers create government agencies to carry out laws and administer the functions of government. These agencies create, implement and enforce regulations. All of the work that goes into these activities falls under the category of administrative law.

Administrative law is a diverse area of law

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The term administrative law is a broad term that encompasses many different types of law. A lawyer that practices administrative law might never see a courtroom. On the other hand, a different administrative lawyer might spend the vast majority of their practice filing legal documents and arguing to judges in a formal setting. Some administrative lawyers have a lot of interaction with people, while others spend most of their time drafting documents. As long as the person spends their practice carrying out government work or working with government regulations, they’re an administrative lawyer.

Where does administrative law come from?

Administrative law begins with a legislative body. At the federal level, it’s the U.S. Congress. At the state level, it’s state representatives. There are even local town councils and county commissions that can make rules. When these organizations create law, they either directly create the law or they create an agency that they task with creating the law.

Once the legislative body creates the law or the agency, the agency sets to work implementing the law or making rules. They may need to develop procedures such as creating official forms or timelines. They might also create regulations that have the same effect as laws.

An agency may develop standards and procedures for making claims to the agency or challenging the agency’s decision. Finally, they may need to enforce their regulations by bringing actions against violators. Examples of federal administrative agencies include the Department of Justice, Department of Defense, Federal Trade Commission, the Environmental Protection Agency, and the Department of Homeland Security.

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COMMON LAW

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Common law is law that a judiciary creates over time. It’s not passed by a legislative body. Instead, case by case, the judiciary determines what they think are sound principles of law. When they apply these principles, one at a time, in real cases, common law develops. This isn’t statutory law. Statutory law is created in one act by a legislative body. It isn’t piecemeal like common law. Rather, statutory law either exists, or it doesn’t.

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STATUTORY LAW

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WHAT IS STATUTORY LAW?

Statutory law is law that’s written by a legislative body. It’s law that a government deliberately creates through elected legislators and an official legislative process. It’s up to the judiciary to interpret and enforce statutory law, but the judiciary can’t create statutory law.

Laws created by statute are often codified. That means they’re all put together in one place and given numbers for reference. For example, the United States Code is the indexed collection of U.S. law. States have their own collections of statutes and codes.

 

WHAT’S NOT STATUTORY LAW?
Statutory law is law that’s purposefully created by a legislature and made into law. Representatives contemplate what they think the law should be. They spend time drafting, editing and passing the law. To understand statutory law, it’s helpful to understand what it’s not:

 

BANKING LAW

 

Banking law is the broad term for laws that govern how banks and other financial institutions conduct business. Banks must comply with a myriad of federal, state and even local regulations. Lawyers perform a wide variety of functions that relate to creating, following and enforcing regulations.

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Multiple federal agencies oversee banking regulations. A bank or other financial institution might fall under regulations of the Federal Deposit Insurance Corporation (FDIC), the Federal Reserve System or the Office of the Comptroller of the Currency (OCC). Banks must know what federal and state regulations they must comply with. Many federal banking regulations are found in chapter 12 of the U.S. Code.

 

WHY DO BANKING LAWS EXIST?

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As the American economy expanded in the 20th century, lawmakers became concerned about the influence that banks have on the economy. When banks struggle, the effects spread to consumers and the public as a whole, they reason. Lawmakers create banking regulations in order to ensure that banks conduct regulations in a fair and transparent way. Banking regulations change frequently, and they remain controversial.

 

WHAT DO BANKING LAWS REGULATE?

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Banking laws may exist in order to achieve many objectives. Some of these objectives include:

Provide transparency for consumers
Reduce risk for banking customers
Avoid misuse of banks for purposes like money laundering
Allow consumers to bank with confidentiality
Prevent other crimes
Prioritize bank lending according to economic and social priorities
Provide fair banking and equal opportunities for banking
Prevent terrorism
Create fair debt collection practices
Make credit card agreements fair to consumers
Prevent banks from making unfair loans to insiders like officers and principal shareholders
Allow customers to reasonably raise disputes
Other honorable and dishonorable goals

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CORPORATE LAW

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Corporate law is the body of laws, rules, regulations and practices that govern the formation and operation of corporations. It’s the body of law that regulates legal entities that exist to conduct business. The laws touch on the rights and obligations of all of the people involved with forming, owning, operating and managing a corporation.

 

WHAT’S A CORPORATION?
A corporation is a legal entity that exists to conduct business. It’s a separate legal entity from the people who make it. A corporation can conduct business in its own name just like any person can. When a person owns a part of a corporation, their liability is limited to their ownership in the corporation. They can’t lose more than their investment in the corporation.

 

THE MAJOR CHARACTERISTICS OF CORPORATE LAW
There are five principles that are common to corporate law:

 

1. LEGAL PERSONALITY
Corporation owners pool their resources into a separate entity. That entity can use the assets and sell them. Creditors can’t easily take the assets back. Instead, they form their own entity that acts on its own.

 

2. LIMITED LIABILITY
When a corporation gets sued, it’s only the corporation’s assets that are on the line. The plaintiff can’t go after the personal assets of the corporation’s owners. A corporation’s limited liability allows owners to take risks and diversify their investments.

 

3. TRANSFERRABLE SHARES
If an owner decides they no longer want a share in the corporation, the corporation doesn’t have to shut down. One of the unique features of a corporation is that owners can transfer shares without the same difficulties and hassles that come with transferring ownership of a partnership. There can be limits on how shareholders transfer ownership, but the fact that ownership can be transferred allows the corporation to go on when owners want to make changes.

 

4. DELEGATED MANAGEMENT
Corporations have a defined structure for how they conduct their affairs. There’s a board of directors and officers. These groups share and split decision-making authority. Board members hire and monitor officers. They also ratify their major decisions. The shareholders elect the board.

Officers handle the day to day operation of the company. They’re the leaders for conducting transactions and making the business run each day. With a defined leadership structure, parties that do business with the corporation have the assurances that actions of officers and the board of directors are legally binding on the corporation.

 

5. INVESTOR OWNERSHIP
Owners have a say in making decisions for the corporation, but they don’t directly run the company. Investors also have the right to the corporation’s profits. Usually, an owner has decision-making authority and profit sharing in proportion to their ownership interest. Owners typically vote to elect board members.

 

WHY DO CORPORATE LAWS EXIST?
The laws and rules that govern corporations keep all corporations operating on a level playing field. Corporate law is meant to be friendly for business. It’s not meant to make it harder to get things done. The laws exist to make it easier for corporations to do business. Rules that govern forming a corporation and rules for how to take corporate actions are meant to help business and make things fair for everyone. They make sure that corporations act in predictable ways that others can rely on.

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ESTATE LAW

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WHAT IS ESTATE LAW?
Estate law is the body of law that concerns a person’s physical and personal property. Estate law involves planning for a person’s finances and property both during their lifetime and after. It’s a body of law that includes taking care of people and property. It can involve both transactional law and litigation. Estate law is all of the laws that impact how a person makes decisions and issues directives about their personal affairs.

 

WHAT IS AN ESTATE?
An estate is anything that makes up a person’s net worth. To determine a person’s estate, you add up their assets and deduct their debts. Real property like land can be part of a person’s estate. Personal property like household items and vehicles can also be part of an estate as well as bank accounts and other financial instruments. If a person owns property in common with others, their share of the property may be part of their estate depending on how they share the property with others. To put it simply, an estate is what a person has to their name.

 

WHAT KINDS OF LAW MAKES UP ESTATE LAW?
There are several different types of law that make up estate law. These types of law often intertwine. Estate law may involve any of the following types of law:

 

WILLS
A will is a document that states what a person wants to happen to their property when they die. Each person has the right to decide who to give their property to when they pass away. They must deduct their debts from the value of their estate before they can total up their remaining assets to give to the people they choose. The state law where the person lives says what the rules are for creating a will.

When a person dies without a will it’s called dying intestate. Each state has rules for what happens when a person dies without a will. An estate lawyer may help their client handle the estate or contest the distribution of an estate when a person dies without estate planning.

 

TRUST
A trust is a legal instrument that allows someone to hold property that someone else owns for the other person’s benefit. A client might use a trust in order to minimize estate taxes and minimize the hassles that can go along with estate distribution. In other cases, a trust is helpful to manage assets for a minor or a person with disabilities. Attorneys help their clients determine if a trust is the right vehicle for them to reach their estate planning goals.

 

POWERS OF ATTORNEY AND ADVANCE DIRECTIVES
Powers of attorney and advance directives give guidance on what a person wants to happen in the event that they’re unable to care for themselves. A power of attorney allows a client to give someone else the right to make decisions for them and manage their finances if they’re unable to express their own wishes. Many people use advance directives in order to advise if they want life-saving efforts like hydration and CPR if they face severe medical difficulties.

 

GUARDIANSHIPS
When a person is unable to manage their own affairs because of a physical or mental disability, they may need a guardianship. Adults need a guardianship when they’re unable to handle their own affairs. Children need guardianships when their parents are unable to care for them. Through a guardianship petition, a court can give another person the legal power to make binding decisions for someone else.

 

ESTATE LAW IS BOTH TRANSACTIONAL AND LITIGATION
Attorneys who practice estate law may practice transactional law as well as litigation. When estate lawyers prepare documents and help clients plan for the future, they’re transactional lawyers. There are no court appearances involved in making a will or preparing a trust, for example. If there’s a will contest, an estate lawyer is a litigator. An estate attorney may attend court and present evidence at a contested hearing. Nearly all estate lawyers practice transactional law, but most are also prepared for when they need to be litigators in order to represent the best interests of their clients.

 

ESTATE LAW IS BOTH PROACTIVE AND REACTIVE
Some practice of law is simply reactive. For example, a criminal defense lawyer helps a client react when they’re facing a criminal charge. Likewise, most civil litigation cases involve a dispute over something that’s already occurred. Attorneys sometimes help their clients react to something that’s already occurred. Other times, attorneys help their clients plan for the future. For example, they help their clients create a contract or they advise their clients on what behavior complies with the law and avoids civil penalties.

Estate law is both proactive and reactive. Estate lawyers help clients prepare documents that spell out exactly what’s going to happen in the future. The hope is that with advance planning, the client can have their wishes carried out as smoothly as possible. On the other hand, estate law is reactive in that estate attorneys help their clients with estate administration and will contests.

 

ESTATE LAW IS PRIMARILY STATE LAW

Most estate law is state law. State laws determine what needs to be in a will in order to make it valid. There are federal estate taxes that may apply to an estate. Clients with multi-million dollar estates must be careful to structure their estates in a way that contemplates federal estate taxes. To properly serve clients, an attorney must know what state and federal laws apply to their client’s situation. Attorneys must also be mindful that when a client moves to a new state, they may need to update their estate planning in order to continue to have the desired effect from their estate planning.

 

UNIFORM COMMERCIAL CODE - UCC

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Uniform Commercial Code (UCC) /laws are established to regulate sales of personal/tangible & non-tangible property and other financial business transactions. For example, transactions such as borrowing money, leasing equipment or vehicles, setting up contracts, and selling goods are all covered by the Uniform Commercial Code. The sale of services and the purchase of real estate is not a UCC transaction.

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The UCC laws were set up and are maintained by the National Conference of Commissioners on Uniform State Laws (NCCUSL), (also known as the Uniform Law Commission), which is a non-profit organization. Each state has adopted its own slightly different but basically the same version of the Uniform Commercial Code. While most states have adopted the nine basic articles and procedures (below), California has its own articles.

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Article 1: General Provisions

Article 2: Sales and Leases

Article 3: Negotiable Instruments, such as …

Article 4: Bank deposits

Article 5: Letters of credit

Article 6: Bulk sales, auctions, and liquidations of assets

Article 7: Warehouse receipts, bills of lading, and other documents of title
Article 8: Investment securities

Article 9: Secured transactions, for personal property, agricultural liens, promissory notes, consignments, and security interests.

 

The Uniform Commercial Code was set up to make it easier for businesses in different states to do business with each other. You can find a list of the different versions of the UCC in each state on this website from Cornell Law School.

Most Uniform Commercial Code transactions involve secured property, financed by a bank or lender with the title to the property held by the lender as security until the loan is paid off.

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