commercial law assignments

Business Law Assignment: Everything You Need to Know

A business law assignment is generally a legal case study about a dispute which law students are given to resolve through a legal means. 4 min read updated on February 01, 2023

A business law assignment is generally a legal case study about a dispute which law students are given to resolve through a legal means.

Business Law

Business law disputes arise between two parties over matters such as a sale, contract, merger, and others.

What Is an Example of a Business Case?

Tiffany got a mailer from Glam Girl Hair Salon. The salon's adverts claimed people could get manicures and any hairstyle of their choice for $15. A surprised Tiffany couldn't resist such a mouthwatering opportunity. She believed the salon was trying to woo new customers with the giveaway price. On getting to the salon, the manager informed Tiffany that there was a typo in the message she received and that the actual price was $100.

It's still a great price, said the manager as it costs about $200 for such service under normal circumstances. An exasperated Tiffany flared up in anger because of the fuel she used to get herself to the salon. Advise Tiffany as a lawyer. What advice would you give her if she was only informed of the real price after getting her hair styled and the manicure?

What Is the Solution to the Sample Business Case?

When a seller advertises his or her products inviting the public to buy, such information is referred to as an "invitation to treat" under contract law. If a buyer offers to buy the product and the seller agrees to sell, an enforceable agreement can be established. In Tiffany's case, she can't claim any travel expense because she only responded to an advert, which in this case is an "invitation to treat". If she had used the service without knowing the actual price, she would be forced to pay $100 and thus be able to establish an enforceable contract .

What Is the Purpose of a Business Law Assignment Report?

The purpose of the business law assignment report is to provide foreign clients with the fundamentals of English law. The report is divided into two parts. The first part details the various sources of English law as well as specific laws which apply to every type of organization.

The second part explains the role of government in legislation and common laws used in the court of justice. The role of government assesses the superiority of the parliament, bill formation, passage of laws, and royal assent. Also, the common law and its application in court use case law and the doctrine of precedent as its legal structure. The report also includes statutory law and its application in legal processes and related legislation.

What Is the Purpose of Law?

The fundamental concept of law holds that laws are formed to maintain basic societal structure through specific behaviors. Violating these behaviors may lead to sanctions on the violator. The court of law or justice is responsible for identifying and measuring rules violations.

What Does the English Law Deal with?

The English law system deals with the following:

• Legislation

What Is the Jurisdiction of the English Law?

The jurisdiction of English law is restricted to England and Wales. England and Wales's legal structure has primary and secondary legislative divisions.

What Is the Primary Legislation of The English Law?

The primary legislation of English law refers to laws created by the delegates of the English Parliament. These laws are similar to legislation created in the Scottish parliament or Ireland's assembly. Also, parliamentary delegates are empowered to create secondary legislation.

What Does Primary Legislation Include?

The primary legislation includes the following:

• Public Act: Acts are passed in parliament after royal assent. Acts can either be old or modern. Examples of acts include the Housing Act 1963 and the Transport Act 2000.
• Local and Personal Act: Local acts cover organizational benefits and corporate restrictions while personal acts cover divorce, grants of citizenship, name and title changes and others.
• Church of England and Church Assembly Measures: The 1919 Power Act (UK) gives the Church of England parliamentary powers. It also includes the Clergy Measure Act and Beneficiary Act.
• Privy Council : These form part of the royal limits. These laws are modified by parliament. They cover the appointments of the prime minister, civil services, overseas limitations under the provisions of the Civil Contingency Act, Government of Wales Act 2006, and the Statutory Instrument Act.

What Is the Secondary Legislation of The English Law?

Secondary legislation are laws created by delegates of primary legislative authority. They include national laws such as the Ireland Act of 1973, National Assembly of Wales Act, Warranty and Regulation Acts and so on.

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Commercial Law

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  What Is Commercial Law?

Commercial law, commonly known as business law, is the body of law that governs commercial and business transactions. Business law encompasses a wide variety of activities, such as the selling of commodities, commercial contracts, and consumer protection.

The following are some of the important areas and principles of commercial law:

• Sales of products: The sale of items between firms and customers is governed by this field of commercial law, which includes problems such as title, delivery, and warranty.
• Commercial contracts: Commercial contracts control the creation, execution, and enforcement of contracts between firms, covering problems such as offer and acceptance, consideration, and ability to contract.
• Consumer protection: This commercial law branch protects customers against misleading or fraudulent company activities such as false advertising, bait and switch, and hidden costs.
• Intellectual property: Intellectual property law protects creative works and innovations via patents , trademarks , and copyrights .
• Business law: Business law oversees the establishment, operation, and dissolution of businesses, covering topics such as incorporation, shareholder rights, and corporate governance.
• Banking and finance law: Banking and finance law involves regulating financial institutions and the supply of financial services, including lending, borrowing, and financial fraud.
• Insolvency: This field of business law oversees the process of resolving a company’s or an individual’s financial troubles, including bankruptcy , liquidation, and reorganization.
• Competition law: Competition law regulates fair competition among enterprises, covering problems like antitrust, price fixing, and monopolies.

Commercial law is a complicated and ever-changing topic, and organizations and people must grasp their legal rights and duties.

What Are Some Common Commercial Law Legal Issues?

How are commercial law disputes resolved, do i need a lawyer for help with commercial law issues.

There are several commercial legal challenges that organizations and people may face. Some types of commercial law conflicts are as follows:

• Contract conflicts: Contract conflicts emerge when one party to a contract fails to meet their duties, such as failing to provide products or services or failing to pay for goods or services.
• Intellectual property conflicts: Intellectual property conflicts develop when one party utilizes or misappropriates another party’s intellectual property, such as utilizing a brand or copyrighted content without authorization.
• Product liability conflicts: This commercial legal problem occurs when a product, such as a vehicle flaw or a pharmaceutical, causes injury or damage to a consumer.
• Consumer protection conflicts: Consumer protection conflicts emerge when a company engages in misleading or fraudulent tactics, such as false advertising or hidden costs.
• Employment law conflicts: This business legal problem emerges when employers and workers disagree, such as wrongful termination, discrimination, or wage and hour issues.
• Mergers and Acquisitions conflicts: This sort of commercial law problem emerges when a company buys or merges with another company, and it includes themes like due diligence, finance, and regulatory compliance.
• Banking & Finance conflicts: When there are conflicts or regulatory issues involving financial institutions and services, such as lending, borrowing, or financial fraud, this sort of commercial law problem occurs.
• Competition law conflicts: This sort of commercial legal problem develops when there are disagreements among enterprises about fair competition, such as anti-trust, price fixing, or monopolies.

Here are a few commercial law examples:

• Product liability rules may hold a firm accountable if it sells a faulty product that injures a customer.
• Under consumer protection regulations, a company that participates in misleading advertising may face penalties or legal action.
• Individuals who utilize another’s copyrighted content without permission may face a copyright infringement lawsuit under intellectual property laws.
• Under banking and finance rules, a financial institution participating in fraudulent lending may face legal action and regulatory fines.
• Under competition rules, a corporation participating in anti-competitive actions such as price fixing may face penalties and legal action.

Commercial and intellectual property laws are inextricably linked since they control the protection and use of different forms of property.

For example, copyright, trademark, and patent laws are intended to safeguard the rights of authors and owners of creative works, innovations, and symbols. These laws provide the authors and owners of these works exclusive rights, such as the right to reproduce, distribute, and sell them, as well as the right to prohibit others from exploiting them without permission.

Commercial law, on the other hand, which controls business and commercial transactions, often deals with the use of intellectual property in business and commerce. Business law, for example, may control matters such as the sale of copyrighted works, trademark licensing, or patent enforcement in a commercial environment.

Contract breach disputes may be settled in various ways, depending on the facts of the case. The following are the most prevalent methods for resolving contract violations :

• Mediation : Direct dialogue or mediation may be used by the parties to attempt to settle the conflict. This may be an efficient and cost-effective method of resolving disputes since the parties can reach a mutually agreeable settlement without requiring formal legal processes.
• Arbitration : The parties may agree to refer their issue to arbitration, which is a kind of alternative dispute resolution. A neutral third party, an arbitrator, will hear evidence and arguments from both parties and provide a final ruling. Arbitration is a less formal and less costly alternative to going to court.
• Litigation : The parties may opt to settle their disagreement in a court of law. This entails bringing a lawsuit and going through the entire legal procedure, which can be time-consuming and expensive.
• Specific performance: A court may require a breaching party to execute their contractual duties rather than pay damages in specific instances. This remedy is frequently employed when monetary damages would be insufficient.
• Injunctions : In some instances, a court may issue an injunction, a court order directing a party to perform or abstain from undertaking certain conduct. This remedy is often employed to avoid additional contract breaches.

The method of dispute settlement adopted may be determined by the disagreement’s unique circumstances, the contract’s nature, and the remedies sought by the parties. It’s always a good idea to talk with a lawyer to determine the best course of action.

While a lawyer is not always required for assistance with business legal matters, it is often recommended.

A commercial lawyer that specializes in commercial law may advise and represent you in a variety of business and commercial transactions, including:

Advising on consumer protection legislation; reviewing and developing contracts; negotiating and resolving disputes; defending intellectual property rights

Representing companies and people in court or arbitration.

A competent legal assessment and guidance on commercial law concerns may reduce any legal risks and safeguard the rights and interests of the firm or person. They may also advise on the best course of action and assist in navigating the legal system.

A lawyer may also give legal advice on the particular rules and regulations that apply in your state or municipality, as well as guidance on how to comply with them.

Don’t put it off any longer. Use LegalMatch now to locate the best lawyer for your business law requirements.

LegalMatch is an online legal matching service that may put you in touch with skilled criminal defense attorneys in your region. Simply fill out their online form, and you will be contacted by attorneys in your region who are competent to handle your case. Don’t put it off any longer; act immediately and use LegalMatch to locate the best lawyer for you.

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Business Law I Essentials

(5 reviews)

Mirande Valbrune

Renee De Assis, Texas Woman's University

Suzanne Cardell, University of Massachusetts Dartmouth

Copyright Year: 2019

Publisher: OpenStax

Language: English

Formats Available

Conditions of use.

Learn more about reviews.

Reviewed by Velda Arnaud, Department Chair, Instructor, and Advisor, Blue Mountain Community College on 4/5/24

All of the topics we need for our business law course are covered in this OER. read more

Comprehensiveness rating: 5 see less

All of the topics we need for our business law course are covered in this OER.

Content Accuracy rating: 4

Some topics need to be updated because this information is 5 years old.

Relevance/Longevity rating: 4

As previously stated, laws change, and this book is 5 years old.

Clarity rating: 4

The reading level may be difficult for non-native English language students.

Consistency rating: 5

Each chapter is nicely organized.

Modularity rating: 5

This is one of the best features.

Organization/Structure/Flow rating: 5

The content flows very well and ends with international law and securities.

Interface rating: 3

All of the information is on the website, and I would prefer to keep students in the learning management system.

Grammatical Errors rating: 5

So far, I have not found grammatical errors.

Cultural Relevance rating: 5

This is a business course, and they use many different examples. It seems quite representative of the population.

There is a low-cost printed book available for students.

Reviewed by Ben Carr, Associate Professor, James Madison University on 7/30/20

The text was comprehensive in general, to some extent too much so, and with regards to a few topics that I consider critical topics for a business course, completely lacking. First, as to the “too much”. There were some legal subjects which were... read more

Comprehensiveness rating: 4 see less

The text was comprehensive in general, to some extent too much so, and with regards to a few topics that I consider critical topics for a business course, completely lacking. First, as to the “too much”. There were some legal subjects which were unnecessary and seemingly used to take up space. For example, I do not know how or why any student not in law school would need to know about “res ipsa loquitur” (note: it was spelled incorrectly in the text). It is not a practical topic area and only lawyers would need to understand that concept. Another example was the Ethical Decision Making Policies. Despite putting it in the text, there was no discussion about the decision making process beyond just replicating the University of Michigan policy that was quoted. So, in this case, it did not even need to be included, and if so, it merited further discussion. There were a few other subjects dealt with similarly, but those did not necessarily detract from the overall value of the text itself. As for the “lacking” comment, it is surprising that a text on Business Law (even if it is an introduction) does not include a chapter on business entities. Corporations, LLCs, Partnerships (general and limited) and sole proprietorships are significant topics which deserve discussion and explanation. Also, there was no mention of vicarious liability. Respondeat Superior, principal/agent and partnerships are three legal areas where an employer/third party who is not directly involved in a specific incident can/may be held responsible to an injured party due solely to the relationship between that employer/third party and the person causing the injury. The section on ethics was also failed to address professional ethics vs. personal ethics. How those two interact on a daily basis, especially with regards to corporate decisions is an important topic to discuss. For example, Hobby Lobby refused to comply with an Affordable Care Act requirement that medical insurance provided by employers include contraceptives. An employee filed suit, and the U.S. Supreme Court had to ultimately decide the issue. That was a personal value/ethic that the owners of Hobby Lobby (it was privately owned) utilized instead of a “professional” value/ethic. The criminal law section did not address battery and how it was technically different from assault. This is not a critical issue in business law, but if the author(s) were going to address assault, then battery should have also been addressed. The ADR section should have, in my opinion, considered the benefits of an employee agreeing to a pre-employment waiver of the right to trial. Many employers are now either requiring, or at least making it optional, for an employee to waive that right. The consequences of doing so are important and deserve some coverage. The sections on both sexual harassment and negligence were far too superficial and short. These are two areas of significant corporate liability exposure and lawsuit filings. Neither received the type of attention which they deserved. Lastly, I am a big fan of hypotheticals. In this reviewer's opinion, there were not enough of those, especially not enough real-world cases used as tools to explain a concept.

The content was generally accurate with some nit-picking on my part. For example, the author(s) stated that most states do not allow minors to void a contract after turning 18 years of age. It is my understanding that most states actually allow for a “reasonable” time after turning 18 for a minor to void a contract unless that minor has somehow ratified or affirmed the contract after turning 18. Also, comparative vs. contributory negligence was not handled as deftly as it could have been. First, there are two types of comparative negligence, which was not discussed, and second, it is solely dependent upon which state in which the incident occurs as to whether comparative negligence (either type) or contributory negligence will be utilized in a legal analysis. Another nit-picking on my part deals with a few minor mischaracterizations and/or inadequate information. An example of that is when the author(s) discuss the McDonald’s case involving the hot coffee. A significant issue in the case was punitive damages, because McDonald’s knew that their coffee was too hot and had made the “business” decision to not change the temperature. To simply use the case as a “negligence” example misses the primary point of that case. Yet another nit-picking was that when the author(s) discussed Title VII, they did not point out that there are employee limits to the application of that Title. For example, Title VII’s prohibition against discriminating against a person with a disability does not apply to an entity with fewer than 15 employees, while the prohibition against discriminating against age does not apply to an entity with fewer than 20 employees. This is important, because state laws can lower those thresholds and readers need to be ultra aware of checking both the federal and state law protections. There were other nuances that the author(s) did not mention which would be valuable as instruction, such as with sexual harassment. In sum, the text was relatively comprehensive, and would be most useful to an instructor with legal experience who could utilize it in a very, very basic, almost vocabulary level, manner. It says that it is “Essentials”, but there are some essentials, which I have addressed, that I feel should have been included. Assuming that it is intended solely as a very basic introduction, that is where its value can be found. Otherwise, an instructor trying to utilize the text without a sound legal understanding to begin with will find that it will raise many questions that students may ask which he/she will not be prepared to answer or explain and/or even convey information which may be incorrectly applied.

Relevance/Longevity rating: 5

Due to its very basic manner of addressing virtually all the topics, the content is up-to-date in its content. Without further exploration of the topics in the text, i.e. Essentials II, the text is only marginally useful as a text for practical legal considerations on its own. The text is written and/or arranged in such a way that necessary updates will be relatively easy and straightforward to implement.

Clarity rating: 5

The text was written in a way that most would understand. There were a few times when I had to re-read a sentence or paragraph and use my own understanding to have the passage make sense. Again, it is important that whoever uses the text already have a legal background.

The text was consistent in terms of terminology and framework.

Modularity rating: 4

Due to the nature of law itself, the text is marginally susceptible to being divided up into different sections at different points. To stress, that is not the author(s) issue, that is the nature of the beast. There has to be some scaffolding in law with certain concepts being taught/learned in order. In terms of its comparison to other legal texts in this topical area, I would strongly guess that it is pretty consistent and does as well as it can except for one suggestion that I will give in the following review area.

Section 5.2 seemed to me to be out of place. It would be far better suited if placed either in chapter 1 or as its own chapter between chapters 1 and 2. Otherwise, the topics in the text are presented in a logical, clear fashion.

Interface rating: 5

I had no problems with the interface or with navigating through the text. Everything was clear and I did not discern any distractions or confusions to the reader.

I am not an English major, but I did not notice any grammatical errors.

The text is not culturally insensitive or offensive in any way. I would, however, suggest that the cultural events since the text was published would justify a supplement. More discussion of Title VII and the sex, race and color classes would be appropriate.

I think the goals of this text were laudable, but fell just a little short of my expectations. At times, it seemed as though someone other than an attorney or someone familiar with law was writing it, and was just cutting and pasting without a practical understanding of what was being written. That may be due more to a goal to just give some "essentials" to supplement the in classroom teaching of an instructor with some legal knowledge or experience.

Reviewed by Paolo Davide Farah, Assistant Professor, West Virginia University on 5/1/20

The reviewer believes that text covers all areas and ideas of the subject appropriately. The title of the book is Business Law I Essentials, so the expectation is that there might be the need to prepare a Business Law II Essential for the areas,... read more

The reviewer believes that text covers all areas and ideas of the subject appropriately. The title of the book is Business Law I Essentials, so the expectation is that there might be the need to prepare a Business Law II Essential for the areas, which are missing from the analysis. In fact, my interpretation and understanding is that this book selects some of the most important issues in the areas, but it is also focusing on what it can be virtually possible to cover in a single class module. In fact, 14 sections/chapters are equivalent to a 14-week class. I believe that this textbook is useful for a first clear introduction to beginners and then students can complement with the constitution, the case law, case studies, simulations and other relevant real life examples and experiences.

Content Accuracy rating: 5

The reviewer considers that the content of the book is accurate. The selection of topics is also relevant. Particularly, the corporate social responsibility is an area not covered by all business law textbooks. Generally, other business law textbooks cover predominantly the market oriented analysis and not sufficiently the limits to globalization and the business sector represented by the necessary balance between business and human rights, business and sustainable development, business and other non-commercial values. I would probably extend some parts to also cover corporate governance

The reviewer considers that the book covers relevant contemporary issues without risks for the longevity of the book. The case studies are useful to students to learn from practice.

As previously mentioned, the text is clear and organized in such a way that is easy to access for students that will approach these topics for the first time. The instructor can use the single chapters as the main topic for each of the classes complementing this book with cases and other additional readings. The terminology and the language is accessible to students and non-experts.

Consistency rating: 4

The text is internally consistent, but I believe the pictures are not a relevant addition to the textbook. It would be advisable that the author revises the textbook to use pictures that are actually relevant for the analysis of each of the sections.

Each chapter can be used as an individual section for class modules and lectures complemented with additional materials.

The topics in the text were presented clearly.

The text does not present any interface, but it necessitates some external materials to cover some aspects. In addition, the pictures are not representative of the contents of the textbook.

The reviewer did not detect grammatical errors.

During the review, no culturally insensitive remarks or offensive statements have been detected in any way.

I will use this book for one of my classes.

Reviewed by Steve Custer, Associate Professor, Oakland City University on 12/19/19

This book covered the major aspects inherent to the legal landscape of business. Its subject matter is well referenced and provided a solid vocabulary of terms. Particularly, the content offered an informative section on negotiation skills and... read more

This book covered the major aspects inherent to the legal landscape of business. Its subject matter is well referenced and provided a solid vocabulary of terms. Particularly, the content offered an informative section on negotiation skills and tactics that I would recommend.

Upon inspection, this reviewer found the book to be accurate, without errors, and neutral in its presentation.

This reviewer found the text to be timely and informative. Specifically, chapter 7 (contract law) provided some excellent real-world examples that should be incorporated into classroom discussions.

The book is well formatted which should enable the entry level business law student to excel in their learning and comprehension of broad based legal definitions.

The text is largely consistent, although the authors elected to provide more examples and tables to illustrate concepts in the latter chapters of the text than in the former chapters.

The chapters of this text were well assembled and concise. I would not hesitate to adopt portions alongside other material in the classroom.

The topics were presented in a clear fashion and were easy to understand.

Interface rating: 4

No interface issues were noted, but when compared with other resources, additional content seemed lacking at times.

No grammatical errors were found during this review.

Upon inspection, this reviewer did not notice any insensitive or offensive material in this text.

There are a plethora of business law texts available in the marketplace. Whatever resources one chooses to adopt, the Business Law Essentials text could certainly be utilized as an effective supplement in the classroom.

Reviewed by Chelsea Green, Assistant Clinical Professor, Miami University on 12/6/19

Even though this text is an "essentials" text, there are certain topics that are missing from the text that I would expect to find in a basic legal environments textbook. These include topics such as 1) Real, Personal, and Intellectual Property;... read more

Comprehensiveness rating: 3 see less

Even though this text is an "essentials" text, there are certain topics that are missing from the text that I would expect to find in a basic legal environments textbook. These include topics such as 1) Real, Personal, and Intellectual Property; 2) Negotiable Instruments and Banking; 3) Secured Transactions and Bankruptcy; 4) Agency and Liabilities to Third Parties; and 5) Business Organizations. The text includes both a table of contents and an index. It would be nice to see a glossary and the US Constitution in the back. The material included is fairly basic and doesn't explore the topics with adequate depth.

I am not finding inaccurate information, however, both sides of various topics are not included such as the free market argument that those arguing for corporate social responsibility would normally face.

Relevance/Longevity rating: 3

Most of the book covers foundation material that will timeless. However, there are a number of links to supporting information located on the web that could become obsolete. This text also lacks examples of the law from trial cases, which may increase the longevity of the text, however, this trait also leads to the shallower coverage of the topics.

The book is easy to read and provides user-friendly vocabulary for a non-lawyer.

The text is internally consistent in terms of terminology and framework. Again, if provides basic information regarding the legal topics covered.

This text is easily read and could be divided up cleanly.

Organization/Structure/Flow rating: 4

The organization of the material is logical and clear. There is good use of headings and visual breaks for the reader. The end of the chapters provide simple multiple choice questions for a learner to test themselves. There is not a summary provided at the end of the chapter which is common with standard texts.

I did not find any interface issues related to this text.

Grammatical Errors rating: 4

I did not find any grammatical errors that would stand out to a learner and distract from the content.

Cultural Relevance rating: 4

There are few examples in this text on which to judge its culturally insensitivity. The images included in the text illustrate a diverse group of participants in the law.

The images included in this book seem to be inserted only to take up space. Images in a law text can be very helpful for the non-learner by providing comparisons and flowcharts to simplify concepts. Consider using more meaningful images to support the text and provide the textual information in a different way.

Table of Contents

• 1 American Law, Legal Reasoning, and the Legal System
• 2 Disputes and Dispute Settlement
• 3 Business Ethics and Social Responsibility
• 4 Business and the United States Constitution
• 5 Criminal Liability
• 6 The Tort System
• 7 Contract Law
• 8 Sales Contracts
• 9 Employment and Labor Law
• 10 Government Regulation
• 11 Antitrust Law
• 12 Unfair Trade Practices and the Federal Trade Commission
• 13 International Law
• 14 Securities Regulation

Ancillary Material

About the book.

Business Law I Essentials is a brief introductory textbook designed to meet the scope and sequence requirements of courses on Business Law or the Legal Environment of Business. The concepts are presented in a streamlined manner, and cover the key concepts necessary to establish a strong foundation in the subject. The textbook follows a traditional approach to the study of business law. Each chapter contains learning objectives, explanatory narrative and concepts, references for further reading, and end-of-chapter questions.

Business Law I Essentials may need to be supplemented with additional content, cases, or related materials, and is offered as a foundational resource that focuses on the baseline concepts, issues, and approaches.

About the Contributors

Renee De Assis

Suzanne Cardell , University of Massachusetts Dartmouth

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Assignment is a legal term whereby an individual, the “assignor,” transfers rights, property, or other benefits to another known as the “ assignee .”   This concept is used in both contract and property law.  The term can refer to either the act of transfer or the rights /property/benefits being transferred.

Contract Law   

Under contract law, assignment of a contract is both: (1) an assignment of rights; and (2) a delegation of duties , in the absence of evidence otherwise.  For example, if A contracts with B to teach B guitar for $50, A can assign this contract to C.  That is, this assignment is both: (1) an assignment of A’s rights under the contract to the $50; and (2) a delegation of A’s duty to teach guitar to C.  In this example, A is both the “assignor” and the “delegee” who d elegates the duties to another (C), C is known as the “ obligor ” who must perform the obligations to the assignee , and B is the “ assignee ” who is owed duties and is liable to the “ obligor ”.

(1) Assignment of Rights/Duties Under Contract Law

There are a few notable rules regarding assignments under contract law.  First, if an individual has not yet secured the contract to perform duties to another, he/she cannot assign his/her future right to an assignee .  That is, if A has not yet contracted with B to teach B guitar, A cannot assign his/her rights to C.  Second, rights cannot be assigned when they materially change the obligor ’s duty and rights.  Third, the obligor can sue the assignee directly if the assignee does not pay him/her.  Following the previous example, this means that C ( obligor ) can sue B ( assignee ) if C teaches guitar to B, but B does not pay C $50 in return.

            (2) Delegation of Duties

If the promised performance requires a rare genius or skill, then the delegee cannot delegate it to the obligor.  It can only be delegated if the promised performance is more commonplace.  Further, an obligee can sue if the assignee does not perform.  However, the delegee is secondarily liable unless there has been an express release of the delegee.  That is, if B does want C to teach guitar but C refuses to, then B can sue C.  If C still refuses to perform, then B can compel A to fulfill the duties under secondary liability.

Lastly, a related concept is novation , which is when a new obligor substitutes and releases an old obligor.  If novation occurs, then the original obligor’s duties are wiped out. However, novation requires an original obligee’s consent .  

Property Law

Under property law, assignment typically arises in landlord-tenant situations.  For example, A might be renting from landlord B but wants to another party (C) to take over the property.   In this scenario, A might be able to choose between assigning and subleasing the property to C.  If assigning , A would be giving C the entire balance of the term, with no reversion to anyone whereas if subleasing , A would be giving C for a limited period of the remaining term.  Significantly, under assignment C would have privity of estate with the landlord while under a sublease, C would not. 

[Last updated in May of 2020 by the Wex Definitions Team ]

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• assignments basic law

Assignments: The Basic Law

The assignment of a right or obligation is a common contractual event under the law and the right to assign (or prohibition against assignments) is found in the majority of agreements, leases and business structural documents created in the United States.

As with many terms commonly used, people are familiar with the term but often are not aware or fully aware of what the terms entail. The concept of assignment of rights and obligations is one of those simple concepts with wide ranging ramifications in the contractual and business context and the law imposes severe restrictions on the validity and effect of assignment in many instances. Clear contractual provisions concerning assignments and rights should be in every document and structure created and this article will outline why such drafting is essential for the creation of appropriate and effective contracts and structures.

The reader should first read the article on Limited Liability Entities in the United States and Contracts since the information in those articles will be assumed in this article.

Basic Definitions and Concepts:

An assignment is the transfer of rights held by one party called the “assignor” to another party called the “assignee.” The legal nature of the assignment and the contractual terms of the agreement between the parties determines some additional rights and liabilities that accompany the assignment. The assignment of rights under a contract usually completely transfers the rights to the assignee to receive the benefits accruing under the contract. Ordinarily, the term assignment is limited to the transfer of rights that are intangible, like contractual rights and rights connected with property. Merchants Service Co. v. Small Claims Court , 35 Cal. 2d 109, 113-114 (Cal. 1950).

An assignment will generally be permitted under the law unless there is an express prohibition against assignment in the underlying contract or lease. Where assignments are permitted, the assignor need not consult the other party to the contract but may merely assign the rights at that time. However, an assignment cannot have any adverse effect on the duties of the other party to the contract, nor can it diminish the chance of the other party receiving complete performance. The assignor normally remains liable unless there is an agreement to the contrary by the other party to the contract.

The effect of a valid assignment is to remove privity between the assignor and the obligor and create privity between the obligor and the assignee. Privity is usually defined as a direct and immediate contractual relationship. See Merchants case above.

Further, for the assignment to be effective in most jurisdictions, it must occur in the present. One does not normally assign a future right; the assignment vests immediate rights and obligations.

No specific language is required to create an assignment so long as the assignor makes clear his/her intent to assign identified contractual rights to the assignee. Since expensive litigation can erupt from ambiguous or vague language, obtaining the correct verbiage is vital. An agreement must manifest the intent to transfer rights and can either be oral or in writing and the rights assigned must be certain.

Note that an assignment of an interest is the transfer of some identifiable property, claim, or right from the assignor to the assignee. The assignment operates to transfer to the assignee all of the rights, title, or interest of the assignor in the thing assigned. A transfer of all rights, title, and interests conveys everything that the assignor owned in the thing assigned and the assignee stands in the shoes of the assignor. Knott v. McDonald’s Corp ., 985 F. Supp. 1222 (N.D. Cal. 1997)

The parties must intend to effectuate an assignment at the time of the transfer, although no particular language or procedure is necessary. As long ago as the case of National Reserve Co. v. Metropolitan Trust Co ., 17 Cal. 2d 827 (Cal. 1941), the court held that in determining what rights or interests pass under an assignment, the intention of the parties as manifested in the instrument is controlling.

The intent of the parties to an assignment is a question of fact to be derived not only from the instrument executed by the parties but also from the surrounding circumstances. When there is no writing to evidence the intention to transfer some identifiable property, claim, or right, it is necessary to scrutinize the surrounding circumstances and parties’ acts to ascertain their intentions. Strosberg v. Brauvin Realty Servs., 295 Ill. App. 3d 17 (Ill. App. Ct. 1st Dist. 1998)

The general rule applicable to assignments of choses in action is that an assignment, unless there is a contract to the contrary, carries with it all securities held by the assignor as collateral to the claim and all rights incidental thereto and vests in the assignee the equitable title to such collateral securities and incidental rights. An unqualified assignment of a contract or chose in action, however, with no indication of the intent of the parties, vests in the assignee the assigned contract or chose and all rights and remedies incidental thereto.

More examples: In Strosberg v. Brauvin Realty Servs ., 295 Ill. App. 3d 17 (Ill. App. Ct. 1st Dist. 1998), the court held that the assignee of a party to a subordination agreement is entitled to the benefits and is subject to the burdens of the agreement. In Florida E. C. R. Co. v. Eno , 99 Fla. 887 (Fla. 1930), the court held that the mere assignment of all sums due in and of itself creates no different or other liability of the owner to the assignee than that which existed from the owner to the assignor.

And note that even though an assignment vests in the assignee all rights, remedies, and contingent benefits which are incidental to the thing assigned, those which are personal to the assignor and for his sole benefit are not assigned. Rasp v. Hidden Valley Lake, Inc ., 519 N.E.2d 153, 158 (Ind. Ct. App. 1988). Thus, if the underlying agreement provides that a service can only be provided to X, X cannot assign that right to Y.

Novation Compared to Assignment:

Although the difference between a novation and an assignment may appear narrow, it is an essential one. “Novation is a act whereby one party transfers all its obligations and benefits under a contract to a third party.” In a novation, a third party successfully substitutes the original party as a party to the contract. “When a contract is novated, the other contracting party must be left in the same position he was in prior to the novation being made.”

A sublease is the transfer when a tenant retains some right of reentry onto the leased premises. However, if the tenant transfers the entire leasehold estate, retaining no right of reentry or other reversionary interest, then the transfer is an assignment. The assignor is normally also removed from liability to the landlord only if the landlord consents or allowed that right in the lease. In a sublease, the original tenant is not released from the obligations of the original lease.

Equitable Assignments:

An equitable assignment is one in which one has a future interest and is not valid at law but valid in a court of equity. In National Bank of Republic v. United Sec. Life Ins. & Trust Co. , 17 App. D.C. 112 (D.C. Cir. 1900), the court held that to constitute an equitable assignment of a chose in action, the following has to occur generally: anything said written or done, in pursuance of an agreement and for valuable consideration, or in consideration of an antecedent debt, to place a chose in action or fund out of the control of the owner, and appropriate it to or in favor of another person, amounts to an equitable assignment. Thus, an agreement, between a debtor and a creditor, that the debt shall be paid out of a specific fund going to the debtor may operate as an equitable assignment.

In Egyptian Navigation Co. v. Baker Invs. Corp. , 2008 U.S. Dist. LEXIS 30804 (S.D.N.Y. Apr. 14, 2008), the court stated that an equitable assignment occurs under English law when an assignor, with an intent to transfer his/her right to a chose in action, informs the assignee about the right so transferred.

An executory agreement or a declaration of trust are also equitable assignments if unenforceable as assignments by a court of law but enforceable by a court of equity exercising sound discretion according to the circumstances of the case. Since California combines courts of equity and courts of law, the same court would hear arguments as to whether an equitable assignment had occurred. Quite often, such relief is granted to avoid fraud or unjust enrichment.

Note that obtaining an assignment through fraudulent means invalidates the assignment. Fraud destroys the validity of everything into which it enters. It vitiates the most solemn contracts, documents, and even judgments. Walker v. Rich , 79 Cal. App. 139 (Cal. App. 1926). If an assignment is made with the fraudulent intent to delay, hinder, and defraud creditors, then it is void as fraudulent in fact. See our article on Transfers to Defraud Creditors .

But note that the motives that prompted an assignor to make the transfer will be considered as immaterial and will constitute no defense to an action by the assignee, if an assignment is considered as valid in all other respects.

Enforceability of Assignments:

Whether a right under a contract is capable of being transferred is determined by the law of the place where the contract was entered into. The validity and effect of an assignment is determined by the law of the place of assignment. The validity of an assignment of a contractual right is governed by the law of the state with the most significant relationship to the assignment and the parties.

In some jurisdictions, the traditional conflict of laws rules governing assignments has been rejected and the law of the place having the most significant contacts with the assignment applies. In Downs v. American Mut. Liability Ins. Co ., 14 N.Y.2d 266 (N.Y. 1964), a wife and her husband separated and the wife obtained a judgment of separation from the husband in New York. The judgment required the husband to pay a certain yearly sum to the wife. The husband assigned 50 percent of his future salary, wages, and earnings to the wife. The agreement authorized the employer to make such payments to the wife.

After the husband moved from New York, the wife learned that he was employed by an employer in Massachusetts. She sent the proper notice and demanded payment under the agreement. The employer refused and the wife brought an action for enforcement. The court observed that Massachusetts did not prohibit assignment of the husband’s wages. Moreover, Massachusetts law was not controlling because New York had the most significant relationship with the assignment. Therefore, the court ruled in favor of the wife.

Therefore, the validity of an assignment is determined by looking to the law of the forum with the most significant relationship to the assignment itself. To determine the applicable law of assignments, the court must look to the law of the state which is most significantly related to the principal issue before it.

Assignment of Contractual Rights:

Generally, the law allows the assignment of a contractual right unless the substitution of rights would materially change the duty of the obligor, materially increase the burden or risk imposed on the obligor by the contract, materially impair the chance of obtaining return performance, or materially reduce the value of the performance to the obligor. Restat 2d of Contracts, § 317(2)(a). This presumes that the underlying agreement is silent on the right to assign.

If the contract specifically precludes assignment, the contractual right is not assignable. Whether a contract is assignable is a matter of contractual intent and one must look to the language used by the parties to discern that intent.

In the absence of an express provision to the contrary, the rights and duties under a bilateral executory contract that does not involve personal skill, trust, or confidence may be assigned without the consent of the other party. But note that an assignment is invalid if it would materially alter the other party’s duties and responsibilities. Once an assignment is effective, the assignee stands in the shoes of the assignor and assumes all of assignor’s rights. Hence, after a valid assignment, the assignor’s right to performance is extinguished, transferred to assignee, and the assignee possesses the same rights, benefits, and remedies assignor once possessed. Robert Lamb Hart Planners & Architects v. Evergreen, Ltd. , 787 F. Supp. 753 (S.D. Ohio 1992).

On the other hand, an assignee’s right against the obligor is subject to “all of the limitations of the assignor’s right, all defenses thereto, and all set-offs and counterclaims which would have been available against the assignor had there been no assignment, provided that these defenses and set-offs are based on facts existing at the time of the assignment.” See Robert Lamb , case, above.

The power of the contract to restrict assignment is broad. Usually, contractual provisions that restrict assignment of the contract without the consent of the obligor are valid and enforceable, even when there is statutory authorization for the assignment. The restriction of the power to assign is often ineffective unless the restriction is expressly and precisely stated. Anti-assignment clauses are effective only if they contain clear, unambiguous language of prohibition. Anti-assignment clauses protect only the obligor and do not affect the transaction between the assignee and assignor.

Usually, a prohibition against the assignment of a contract does not prevent an assignment of the right to receive payments due, unless circumstances indicate the contrary. Moreover, the contracting parties cannot, by a mere non-assignment provision, prevent the effectual alienation of the right to money which becomes due under the contract.

A contract provision prohibiting or restricting an assignment may be waived, or a party may so act as to be estopped from objecting to the assignment, such as by effectively ratifying the assignment. The power to void an assignment made in violation of an anti-assignment clause may be waived either before or after the assignment. See our article on Contracts.

Noncompete Clauses and Assignments:

Of critical import to most buyers of businesses is the ability to ensure that key employees of the business being purchased cannot start a competing company. Some states strictly limit such clauses, some do allow them. California does restrict noncompete clauses, only allowing them under certain circumstances. A common question in those states that do allow them is whether such rights can be assigned to a new party, such as the buyer of the buyer.

A covenant not to compete, also called a non-competitive clause, is a formal agreement prohibiting one party from performing similar work or business within a designated area for a specified amount of time. This type of clause is generally included in contracts between employer and employee and contracts between buyer and seller of a business.

Many workers sign a covenant not to compete as part of the paperwork required for employment. It may be a separate document similar to a non-disclosure agreement, or buried within a number of other clauses in a contract. A covenant not to compete is generally legal and enforceable, although there are some exceptions and restrictions.

Whenever a company recruits skilled employees, it invests a significant amount of time and training. For example, it often takes years before a research chemist or a design engineer develops a workable knowledge of a company’s product line, including trade secrets and highly sensitive information. Once an employee gains this knowledge and experience, however, all sorts of things can happen. The employee could work for the company until retirement, accept a better offer from a competing company or start up his or her own business.

A covenant not to compete may cover a number of potential issues between employers and former employees. Many companies spend years developing a local base of customers or clients. It is important that this customer base not fall into the hands of local competitors. When an employee signs a covenant not to compete, he or she usually agrees not to use insider knowledge of the company’s customer base to disadvantage the company. The covenant not to compete often defines a broad geographical area considered off-limits to former employees, possibly tens or hundreds of miles.

Another area of concern covered by a covenant not to compete is a potential ‘brain drain’. Some high-level former employees may seek to recruit others from the same company to create new competition. Retention of employees, especially those with unique skills or proprietary knowledge, is vital for most companies, so a covenant not to compete may spell out definite restrictions on the hiring or recruiting of employees.

A covenant not to compete may also define a specific amount of time before a former employee can seek employment in a similar field. Many companies offer a substantial severance package to make sure former employees are financially solvent until the terms of the covenant not to compete have been met.

Because the use of a covenant not to compete can be controversial, a handful of states, including California, have largely banned this type of contractual language. The legal enforcement of these agreements falls on individual states, and many have sided with the employee during arbitration or litigation. A covenant not to compete must be reasonable and specific, with defined time periods and coverage areas. If the agreement gives the company too much power over former employees or is ambiguous, state courts may declare it to be overbroad and therefore unenforceable. In such case, the employee would be free to pursue any employment opportunity, including working for a direct competitor or starting up a new company of his or her own.

It has been held that an employee’s covenant not to compete is assignable where one business is transferred to another, that a merger does not constitute an assignment of a covenant not to compete, and that a covenant not to compete is enforceable by a successor to the employer where the assignment does not create an added burden of employment or other disadvantage to the employee. However, in some states such as Hawaii, it has also been held that a covenant not to compete is not assignable and under various statutes for various reasons that such covenants are not enforceable against an employee by a successor to the employer. Hawaii v. Gannett Pac. Corp. , 99 F. Supp. 2d 1241 (D. Haw. 1999)

It is vital to obtain the relevant law of the applicable state before drafting or attempting to enforce assignment rights in this particular area.

Conclusion:

In the current business world of fast changing structures, agreements, employees and projects, the ability to assign rights and obligations is essential to allow flexibility and adjustment to new situations. Conversely, the ability to hold a contracting party into the deal may be essential for the future of a party. Thus, the law of assignments and the restriction on same is a critical aspect of every agreement and every structure. This basic provision is often glanced at by the contracting parties, or scribbled into the deal at the last minute but can easily become the most vital part of the transaction.

As an example, one client of ours came into the office outraged that his co venturer on a sizable exporting agreement, who had excellent connections in Brazil, had elected to pursue another venture instead and assigned the agreement to a party unknown to our client and without the business contacts our client considered vital. When we examined the handwritten agreement our client had drafted in a restaurant in Sao Paolo, we discovered there was no restriction on assignment whatsoever…our client had not even considered that right when drafting the agreement after a full day of work.

One choses who one does business with carefully…to ensure that one’s choice remains the party on the other side of the contract, one must master the ability to negotiate proper assignment provisions.

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Uniform Commercial Code Article 1 contains definitions and general provisions applicable as default rules to transactions covered under other articles of the UCC. Article 1 was last revised in 2001, with a few minor amendments since then to harmonize with recent revisions of other UCC articles. View Article 1, General Provisions

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Uniform Commercial Code Article 2 governs the sale of goods. It was part of the original Uniform Commercial Code approved in 1951. Article 2 represented a revision and modernization of the Uniform Sales Act, which was originally approved by the National Conference of Commissioners on Uniform State Laws in 1906. The Uniform Law Commission and American Law Institute approved a revised Article 2 in 2003 that was not adopted in any state, and was subsequently withdrawn by both organizations in 2011. Thus the 1951 version of Article 2 is the most recent official version. View Article 2, Sales

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Uniform Commercial Code Article 2A governs leases of personal property. It was first added to the Uniform Commercial Code in 1987 and amended in 1990. A revision was approved by the Uniform Law Commission and the American Law Institute in 2003, but was not adopted in any jurisdiction and subsequently withdrawn by both organizations in 2011. Thus, the 1987 version of Article 2A, as amended in 1990, remains the official text. View Article 2A, Leases

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Uniform Commercial Code Article 3 governs negotiable instruments: drafts (including checks) and notes representing a promise to pay a sum of money, and that have independent value because they are negotiable. An instrument is negotiable if it can be transferred to another person and remain enforceable against the person who originally made the promise to pay. The substance of Article 3 has its roots in the Negotiable Instrument Law first approved by the National Conference of Commissioners on Uniform State Laws in 1896. That early uniform law was revised and incorporated into the original version of the UCC in 1951, and a further revision was approved in 1990. Finally, a set of amendments to UCC Articles 3 and 4 was approved in 2002. View Article 3, Negotiable Instruments

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Uniform Commercial Code Article 4 governs bank deposits and collections, providing rules for check processing and automated inter-bank collections. Article 4 was completely revised in 1990 and amended in 2002. View Article 4, Bank Deposits and Collections

2002 Amendments to Article 3, Negotiable Instruments and Article 4, Bank Deposits

These 2002 amendments to Uniform Commercial Code Articles 3 and 4 update provisions dealing with payment by checks and other paper instruments to provide essential rules for new technologies and practices in payment systems. View Article 3, Negotiable Instruments and Article 4, Bank Deposits, Amendments to

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Uniform Commercial Code Article 4A provides a comprehensive body of law on the rights and obligations connected with fund transfers. It was added to the UCC in 1989. View Article 4A, Funds Transfers

2012 Amendments to Article 4A, Funds Transfers

These 2012 Amendments to Section 108 of Uniform Commercial Code Article 4A provide that Article 4A applies to a remittance transfer that is not an electronic funds transfer under the Federal Electronic Funds Transfer Act (EFTA). The amendment was necessary to conform the UCC with the federal law and associated regulations. View Article 4A, Amendments to

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Uniform Commercial Code Article 6 covers bulk sales - a topic many states have determined is obsolete. The original version of Article 6 was withdrawn by the Uniform Law Commission and the American Law Institute in 1989 and replaced with two options for every state to consider: replace Article 6 with a revised version 6, or repeal Article 6 entirely. The ULC recommends repeal, and nearly every state has followed that recommendation. View Article 6, Bulk Sales

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Uniform Commercial Code Article 7 covers documents of title for personal property, including warehouse receipts, bills of lading, and other documents typically used for commercial trade. Revised Article 7, approved in 2003, updates the original version to provide a framework for the further development of electronic documents of title, and to update the article in light of state, federal and international legal developments. View Article 7, Documents of Title

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Uniform Commercial Code Article 8 provides a modern legal structure for the system of holding securities through intermediaries. The 1994 revision sets forth rules concerning the system through which securities are held, specifying the mechanisms by which ownership and other interests in securities are recorded and changed, and setting out some of the rights and duties of the parties who participate in the securities holding system. View Article 8, Investment Securities

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Uniform Commercial Code Article 9 provides a statutory framework that governs secured transactions--transactions that involve the granting of credit secured by personal property. Each state maintains an office for filing finance statements to publicly disclose security interests in encumbered property. A substantial revision to Article 9 was completed in 1998 and adopted in all states. The article was further amended in 1999, 2000, 2001, and 2010. View Article 9, Secured Transactions

2010 Amendments to Article 9, Secured Transactions

Uniform Commercial Code (UCC) Article 9 governs secured transactions in personal property. The 2010 Amendments to Article 9 modify the existing statute to respond to filing issues and address other matters that have arisen in practice following a decade of experience with the 1998 version. Most significantly, the 2010 Amendments provide greater guidance as to the form of the name of an individual debtor to be provided on a financing statement. View Article 9, Secured Transactions, Amendments to

2018 Amendments to 9-406 and 9-408 of UCC Article 9, Secured Transactions

Amendments to UCC Article 9 Sections 9-406 and 9-408 modify the anti-assignment override provisions, thereby excluding security interests in ownership interests of general partnerships, limited partnerships, and limited liability companies from the override provisions. View UCC Article 9, Secured Transactions, Amendments to 9-406 and 9-408

Article 12 and the 2022 Amendments

The 2022 amendments to the Uniform Commercial Code address emerging technologies, providing updated rules for commercial transactions involving virtual currencies, distributed ledger technologies (including blockchain), artificial intelligence, and other technological developments. The amendments span almost every article of the UCC and add a new Article 12 addressing certain types of digital assets defined as “Controllable Electronic Records” (CERs). The amendments provide new default rules to govern transactions involving these new technologies and clarify the UCC’s applicability to mixed transactions involving both goods and services. The amendments also contain some miscellaneous revisions unrelated to technological developments but providing needed clarification. View UCC, 2022 Amendments to

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Learning Goals

The ELC was established more than 15 years ago to provide third-year students with real-life experience handling transactional legal matters and to provide assistance to business owners and entrepreneurs in Idaho. More specifically, the ELC is designed to expose students to the following:

• Ethical issues involved in dual- or multiple-party representations.
• The value of a business plan in establishing owner expectations and providing consistent communications to the attorney and other business advisors.
• The business formation process – including choice of entity, filing timelines, and client communication.
• Client intake – preparation and documentation
• The formation documents and their function, with particular attention to the fundamental ownership documents (e.g., shareholder agreement, operating agreement, or partnership agreement) that details owner rights and obligations.
• Intellectual property issues facing the new business, with exposure to trademark prosecution.
• The regulatory and contractual environment that impacts new and existing businesses.
• The value of a comprehensive legal “health” assessment to assist the new business in addressing contractual, regulatory, and other legal concerns.

Clinic Work

Clients of the clinic are new ventures and small businesses in Idaho. The most common assignments involve the formation of an appropriate business entity, preparation and review of confidentiality and employment agreements, trademark prosecution, and review of commercial leases.

Because the ELC does not handle any litigation or disputes, ELC students will not go to court. Instead, students will work directly with clinic clients to handle real transactions and give legal advice.

Administration

The program is operated similar to a corporate law firm: the student participant and the faculty supervisor meet together with each prospective client; the student interviews the prospective client about the proposed venture or legal problem facing the client; the student prepares notes of the meeting and discusses with the supervisor whether the ELC should represent the client. If the supervisor and student decide to represent the client, the student prepares and sends an engagement letter to the client for their consideration. If the client elects to engage the ELC and signs the engagement letter, the student does all of the required research, drafting, and other client work under the guidance and supervision of the supervisor. When the engagement is complete, the student disengages the client from the ELC.

Classroom Sessions

In addition to client representation, clinic students attend class to receive skills training, learn substantive law relevant to their work in the clinic, and engage with guest speakers. Students also participate in case rounds, where they discuss their client work and assist each other with any issues that arise.

How to Apply

Students apply to join the ELC in the spring of their 2L year. Students with questions or interest in the ELC at any stage of law school are encouraged to contact Professor Nick Smith .

Information For Clients

The ELC provides a wide variety of transactional legal services to new ventures and small businesses in Idaho.

Types of Clients Served

Examples of former clients of the ELC include technology startups, authors, breweries, consultants, counselors, restaurants, hotels, non-profit organizations, retail stores, app developers, clothing companies, etc.

The ELC represents clients from every region of Idaho. Although the ELC is physically located in the College of Law’s Boise facility, clients from all over Idaho can meet with student attorneys by phone or online and exchange documents electronically. We actively encourage business owners and entrepreneurs outside of Ada County to apply for services.

Because we have limited resources, we are unfortunately unable to serve every business that applies for services. Priority is given to legal matters that are a good educational fit for ELC students.

Types of Services Performed

The ELC provides general business legal services, including but not limited to:

• Choosing an entity
• Fundamental organizational documents, including bylaws, operating agreements, and agreements between the owners
• Obtaining tax identification numbers
• Non-profits
• Meeting minutes
• Appointment of officers and directors
• Documenting key events
• Legal "health" checkup
• Loan documents
• Raising capital
• Crowdfunding
• Employment agreement
• Employee handbooks
• Independent contractor agreements
• Hiring and firing employees
• Contracts with customers and suppliers
• Website terms of use and privacy policies
• Licensing agreements
• Services agreements
• Non-Disclosure Agreements
• Order Forms
• Equipment leases
• Request for Proposals (RFPs) and Information (RFIs)
• Trademark searches and advice
• Trademark filings
• How to protect trade secrets and confidential information
• Commercial leases and subleases
• Shared workspace agreements

The ELC does not represent clients in disputes or litigation. In addition, the ELC will refer clients needing help with patent applications to other resources.

Cost of Services

All legal services are provided free of charge. However, clients must directly pay all of-of-pocket expenses, such as filing, registration, and license fees.

To apply for services, please complete the application by clicking the Apply for Services button. If you need any assistance completing the form or have any questions about the ELC, please email [email protected] or call 208-364-6166.

Submitting an application does not create an attorney-client relationship with the ELC.   You will not be a client of the ELC, and the ELC will not commence legal work, until the engagement letter has been signed by you and us.

A summary of our application process, including estimated timelines, is below. This information is provided for information purposes only and is subject to change based on the needs of the ELC.

Estimated Client Timeline

The Colorado Sun

Telling stories that matter in a dynamic, evolving state.

It may be months before U.S. 50 is open to even a single lane of traffic over Blue Mesa

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• Original Reporting

The Trust Project

Repairs to the U.S. 50 bridge over the Blue Mesa reservoir could take anywhere from four weeks to several months after crews finish inspecting for additional cracks, state transportation leaders said Tuesday.

The Colorado Department of Transportation is considering four repair options, all of which depend on the extent of damage to Middle Bridge, a 1,500-foot-long bridge carrying U.S. 50 traffic over the lake, officials said during a community meeting in Gunnison. 

Since the sudden April 18 shutdown of the bridge, which has complicated critical travel between Montrose and Gunnison , crews have identified 118 areas where ultrasonic testing needs to be conducted to determine the integrity of the steel bridge, said Jason Smith, a regional transportation director for CDOT.

Crews are about 40% complete with its inspection, officials said, calling it a “slow process” that involves scraping off the paint, grinding down or sandblasting the area and conducting ultrasonic testing on each location. Inspectors did not find any “visual issues” with the shorter bridge 2 miles to the west, made of the same type of steel, but will conduct further inspection in the future. 

The ultrasonic testing results are then sent to experts to review and look for “anomalies,” Smith said. So far, 40 locations have been scanned and 25 anomalies have been found, he said. 

Officials said they hope to get enough repairs completed before Halloween, when inclement weather would likely complicate or stop the work. The bridge is made of type T-1 steel, which is three times the strength of normal steel and makes repairs more challenging, Smith said.  

The best repair option for the bridge will depend where and on how severe the anomalies are, Smith said.

The best-case scenario — and quickest option — for repairs involves attaching 12-foot plates in areas along the bridge where anomalies are found, said Jason Proskovec, a project manager with Kiewit Engineering Co., a company that has completed major infrastructure projects in Colorado, including the rebuilding of U.S. 34 in Big Thompson Canyon after the 2013 floods.

The worst-case scenario would be a complete replacement of the bridge’s three spans, which could require construction crews and engineers to work from man lifts and cranes in the water to make the repairs.

“I think right now it’s low probability, but it is still a possibility,” Proskovec said. Kiewit has already obtained the first 88 tons of steel needed for repairs, he said.

Keith Stefanik, a CDOT engineer, said he did not have an exact date as to when a single lane of traffic may be allowed over the bridge.

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“Our short-term goal is to make enough repairs to get this open to some type of interval traffic. We’re not sure on that perspective yet, but we will weigh all the options on how we can repair it with traffic intermittently closed or how we can repair it with traffic closed at all times of the night,” Stefanik said. 

“We need to know exactly what’s failing, what’s good, where the defects are, so that we can shore up this bridge and make the proper design decisions,” he said. “We will hit the ground running and make sure that we try to reduce the closure period of this bridge to the shortest range possible.”

State officials have discussed temporary options to get travelers from one side of the reservoir to another in the meantime — from ferries to floating bridges — but said their attention is focused on repairing the bridge. 

The bridge closure has complicated critical commutes along the vital route that connects Gunnison to Montrose. Some students took a 30-minute ferry ride across the choppy waters to get to school. Gunnison Valley Hospital shifted to disaster management mode to figure out how to deliver critical care to kidney and cancer patients.

“The group’s consensus has been that focusing our immediate efforts on doing everything we can to fortify local groups is the best bang for our buck in getting more people to and from,” CDOT Director Shoshanna Lew said. 

Starting Thursday, trailers and commercial vehicles under the Colorado legal maximum weight (85,000 GWR) will be allowed to join other travelers along the County Road 26 detour route. A pilot car will continue to guide traffic along the rugged, dirt road four times a day to local travel . 

CDOT crews have spread thousands of pounds of gravel along the high mountain road that typically has between 100 to 125 cars during its peak traffic periods. Since opening the 87-mile detour route, traffic along the road has increased 40 fold, officials said. 

Crews continue to work 10- to 12-hour days to clear Kebler Pass when weather permits, officials said. On Tuesday, the pass got 6 inches of snow and strong wind downed 16 trees across the road. 

A date for reopening the pass is still unknown. 

No oversize loads or hazardous materials will be allowed on County Road 26, also known as the Lake City cutoff. Transportation officials are advising prohibited vehicles to use two alternative routes — Interstate 70 to the north or U.S. 160 to the south. 

Type of Story: News

Based on facts, either observed and verified directly by the reporter, or reported and verified from knowledgeable sources.

Olivia Prentzel General Assignment Reporter

Olivia Prentzel covers breaking news and a wide range of other important issues impacting Coloradans for The Colorado Sun, where she has been a staff writer since 2021. At The Sun, she has covered wildfires, criminal justice, the environment,... More by Olivia Prentzel

U.S. bans Russian uranium imports, key to nuclear fuel supply

American companies pay roughly $1 billion a year for enriched uranium, the main fuel used by nuclear reactors, from Moscow.

President Biden on Monday evening signed a bipartisan bill prohibiting Russian imports of enriched uranium, the main fuel used by nuclear power plants, a move intended to cut off one of the last significant flows of money from the United States to Russia amid the war in Ukraine.

Congress took swift action to ban Russian oil and gas imports a month after the February 2022 invasion of Ukraine. But sanctions on uranium imports have taken much longer, in part because Russia supplies roughly 20 percent of U.S. nuclear fuel, leading some lawmakers to fear disruptions to the nation’s 93 nuclear reactors .

“It’s kind of ridiculous that it took as long as it did to get to this stage,” said Scott Melbye, executive vice president of mining company Uranium Energy and president of the Uranium Producers of America, a trade group. “But we’re just glad that we got here.”

American companies pay around $1 billion a year for enriched uranium from Rosatom, Russia’s state nuclear power conglomerate. These payments have continued even after documents revealed last year that Rosatom had been working to supply the Russian arms industry with components, technology and raw materials for missile fuel.

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The bipartisan bill will ban uranium imports from Moscow beginning 90 days after its enactment. It will provide waivers until 2028 for utilities that would be forced to shut down nuclear reactors once Russian supplies are cut off. The bill also frees up $2.7 billion passed in previous legislation to build out the domestic uranium processing industry.

“This new law reestablishes America’s leadership in the nuclear sector,” national security adviser Jake Sullivan said in a statement Monday. “It will help secure our energy sector for generations to come.”

The bill passed the House in December, but it had stalled for months in the Senate, where Sen. Ted Cruz (R-Tex.) had blocked the measure over unrelated disputes . In a development that surprised some observers, Cruz dropped his opposition last month, and the measure then passed the Senate by unanimous consent, meaning no senators objected to it.

“Russia’s chokehold on America’s uranium supply is coming to an end,” Sen. John Barrasso (R-Wyo.), a bill sponsor, said on the Senate floor on Wednesday. “[Russian President Vladimir] Putin’s war machine has now lost one of its cash cows. America is finally starting to take back our nuclear energy security as well as our energy future.”

Officials at the Energy Department and the National Security Council had discussed the possibility of taking executive action to ban Russian uranium imports if Congress did not act, Bloomberg News reported. In an emailed statement, NSC spokesman Sean Savett said that “we share Congress’ concerns that the United States’ reliance on Russia for low-enriched uranium to support our domestic fleet of nuclear reactors is not in the national security or economic interests of the United States.”

Biden has set an ambitious goal of reaching 100 percent clean electricity by 2035 . Nuclear reactors generate more than half of emissions-free electricity in the United States, and supporters say they can play a key role in the country’s transition away from fossil fuels.

Yet the U.S. nuclear power industry has recently faced financial challenges, including spiraling costs of the new modular designs it is testing . Those difficulties may continue even after companies are no longer reliant on imported uranium.

The United States’ dependence on Russian uranium dates back to a 1993 nuclear disarmament program soon after the Cold War ended. Under the program, dubbed Megatons to Megawatts, the United States bought 500 metric tons of uranium from dismantled Russian nuclear warheads and converted it to nuclear reactor fuel.

At the time, many policymakers in Washington hailed the deal as a win-win: Moscow got desperately needed cash in exchange for giving U.S. utilities cheap fuel and placating arms-control advocates. But today, some experts say the program had the unintended consequence of delivering such inexpensive Russian fuel that U.S. and European companies struggled to compete.

More than two years after Russia invaded Ukraine, the United States largely lacks its own uranium enrichment capacity. The nuclear energy company TerraPower, which was founded by Bill Gates, has been forced to delay the opening of a new nuclear plant by at least two years, in part because it has pledged not to use Russian enriched uranium.

The new legislation could help. It unlocks $2.7 billion in funding for domestic uranium enrichment that Congress conditionally approved in a spending bill last year. The funding could allow the company Centrus to expand its enrichment facility in Ohio with “thousands of additional centrifuges to replace Russian imports with American production,” spokeswoman Lindsey Geisler said in an email.

Jeff Navin, director of external affairs for TerraPower, which has signed an agreement with Centrus to collaborate on fueling its Natrium reactor in Wyoming, said in an email that the funding is “expected to spur job creation, technological advancement and boost the U.S. nuclear industry’s global competitiveness.”

In August, Biden established a new national monument near the Grand Canyon, putting the site off-limits to future uranium mining. The move did not affect an existing uranium mine owned by Energy Fuels, which recently ramped up work as growing demand and global instability pushed uranium prices higher.

Though some environmentalists support nuclear power, others say there are cheaper options and have voiced concerns that the country lacks a long-term plan for storage of nuclear waste. Still others have warned that radioactive dust from uranium mining could contaminate the drinking water of nearby communities.

Asked about these concerns, Curtis Moore, senior vice president of marketing and corporate development at Energy Fuels, said modern environmental regulations have made uranium mining much safer over the last half-century. He said the company’s mine near the Grand Canyon poses “zero” risk to water supplies.

“To oppose modern uranium mining is akin to opposing electric vehicles today because cars in the ’50s didn’t have seat belts,” Moore said. “It’s really shortsighted. Uranium is absolutely essential to the fight against climate change.”