MGMT 217 1st Edition Lecture 9I. ADMINISTRATIVE LAWA. Overview1. Administrative agencies the fourth branch of government2. Created out of necessity3. Creationa) Some agencies are created by Congress others by the presidentb) Enabling Acts(1) Create the agency(2) Define the scope of the agency’s powerB. Agency Powers1. Legislative: creating the rulesa) Administrative Procedures Act(1) Rulemaking Requirements(a) Notice (i) Federal Register(b) Public comment(i) Written(ii) Hearings(2) Modification, adoption, or rejection2. Executive: carrying out the rulesa) LicensesThese notes represent a detailed interpretation of the professor’s lecture. GradeBuddy is best used as a supplement to your own notes, not as a substitute.b) Inspections(1) Subpoenas(2) Warrantsc) Consent Decreesd) Agency advice3. Judicial: interpreting the rulesa) Administrative law judges(1) Experts(2) Risk of biasC. Challenging Agency Rules1. Rule is arbitrary and capriciousa) Did agency follow procedures set forth in the APA?b) Agency only needs to show that there is some reasonable basis for their actionc) Courts (non-adminstrative) will defer to the agency’s judgmentD. Legislation limiting agency power1. Freedom of Information Acta) Written request for informationb) Major exceptions(1) National defense(2) Protected secrets2. Federal Privacy Acta) Federal government cannot disclose information about citizens without their consentb) Exception for law enforcement3. Government in Sunshine ActLecture Outline:I. CONTRACTS OVERVIEWA. Defined-an enforceable promiseB. Sources of Contract Law1. Common law2. Uniform Commercial Code (UCC)-applies only to goodsC. Classifications1. Express or Implied2. Executed or Executory3. Valid, Void, Voidable, UnenforceableD. Elements of a K (contract)1. Mutual Assenta) Offerb) Acceptance2. Consideration3. Capacity4. LegalityII. CREATING THE KA. Mutual Assent1. Offera) Elements(1) SeriousSee, Lucy v. Zehmer (“friends” agree? to sell farm)(2) Certain(3) Communicatedb) Advertisements are usually not offersc) Offeror(1) Party who makes the offer to the offeree.(2) Master of the offerd) Duration of the offer(1) Offer’s terms(2) Offeror revokes the offer-exceptions(a) Option contract (common law)(b) Firm offer rule (U.C.C.)(i) Made by a merchant(ii) Written(3) Rejection by the offeree(a) Counteroffer(b) Mere inquiry(4) Operation of law (Automatic termination)(a) Death of either party(b) Incapacity of either party(c) Subsequent illegality(d) Destruction of the subject matter(e) Reasonable time2. Acceptancea) Mirror Image Rule (Common Law)mere inquiries do not violate the mirror image ruleb) Communication of acceptance(1) Timeliness-mailbox rule, acceptances valid when sent(2) Method(a) Authorized(b) ReasonableB. Formation Defenses1. Duress-a party agrees to a contract against their will2. Undue influencea) Trusted partyb) Unfair persuasion3. Frauda) Misrepresentation of a material factb) Justifiable reliancec) Scienter (intent)4. Misrepresentation-same as fraud, except scienter is not requiredLecture:Formal Definition of Contract: a promise that is enforceable in courtExpress vs. Implied contract: an express contract is one that is clearly written down or spoken an implied contract is one made nonverbally or where it is not clearly stated that it is a promise.Executed vs executory contract: Executed contracts have been completely carried out. Executory contracts have not been completely carried out. When someone makes an offer, it has to be seen as serious by a reasonable third party in order for the contract to be enforceable. If an offeree makes a counteroffer the offerer doesn’t have to stick to his original offer. Simply asking the offerer if he would accept a counteroffer if you made it means that the offerer has to stick to his original offer.Contracts are not valid if one party is considered incapacitated e.g. dementia, Alzheimer’s , Schizophrenia. Fraud is when you deliberately deceive someone or leave something