legal meaning and effect. I say to him: "This instrument is a certain form of contract, and it is desirable that I explain to you something of the general law of contracts. This particular note is made by a corporation and is executed by an agent and you should understand something of the law of corporations and of agency. A knowledge of at least those branches of the law will enable you better to understand the branch of law known as the law of negotiable paper which governs this instrument you have handed me." Thus I outline to the business man a course of study according to what appears to me to be the logical and natural classification. The writer can think of no more acceptable classification of general business law. And it is fortunate that we can use the same general arrangement, subdivision and terminology that the lawyer uses. Such classification has at least had the merit of general acceptance, and in addition it aids the student to get the viewpoint of the lawyer, which is the thing he needs. He already has the business man's viewpoint. The promissory note is an item handled by him in his daily work, but it means certain things to me, as a lawyer, which do not occur to him as a business man. This meaning and the reasons for it, he learns in his study of business law. It seems to the writer that this is a thought deserving emphasis, because there are apparently other views entertained by some authorities which appear to the writer erroneous. There are authorities who tell their students of business law that they are not studying Law, and that all of our business law books with their law book classifications are merely made over law texts for business law students. And they suggest an entirely new method of treatment and classification. The editor of this book tries to teach to his business law classes, law-the law that applies to business problems and which naturally grows up and develops out of business practices and business needs, and that is the law also studied by the professional law student. To be sure, the method of presentation must be a different method, but different in degree, rather than kind. There is (except for procedural law) not one law for the business man and another for the lawyer. It is all one cloth. A criticism might be made by some authorities that this. classification does not group certain information which the business man should have to handle every conceivable business transaction. For example, if the business man is about to make a sale of goods he may be confronted with the problem whether to sell for cash or credit, and, if not for cash, upon what terms or in what fashion. Shall he require a chattel mortgage from the buyer, or sell under the form of a conditional sale, or ship "C. O. D," or with an order bill of lading with sight draft attached. Leaving out the fact that this is in part a credit man's problem to be largely solved by his own judgment and experience, the answer from the standpoint of education in business law is that any given business transaction involves legal consequences and has legal aspects that require a knowledge of the various fundamental branches of law. The above example involves a knowledge of the law of contracts, the law of sales, the law of negotiable paper, all of which must be studied as subjects in themselves to enable a person to comprehend the legal effects of the particular course he adopts. In other words, the supposed method would logically require a presentation of multitudinous specific business transactions each one of which involves a knowledge of the various fundamental branches of business law. The chief function of the business law instructor is to equip his students with an education in basic legal principles the application of which he is then prepared to make for himself or to have his lawyer make for him where the exigencies of the particular case require. Here, as in all departments of education, the principle or law of indirection applies. The student cannot expect, nor can the instructor hope to give him, a business law education as a whole except by a step by step process through the various branches of law. If a client asks me as his lawyer to advise him in a problem such as the one suggested above, I can give him the legal advice and assistance that he needs in the particular case, but in so advising him I am by no means under the belief that he is acquiring a legal education or is thereafter competent to handle matters as he would be had he taken a general course in business law. The order of the subjects as adopted in this case book is believed to be fairly logical. First comes a general survey which enables the student to acquaint himself with fundamental terminology and to get an introductory view of law in general. Then comes the subject of Contracts which underlies and permeates all of our business subjects. After that, Agency seems to be properly placed as it also has a general and fundamental application. Some authorities group Agency with Partnerships, Corporations and Business Trusts under a general heading of Business Associations, but this appears to the editor inconvenient and illogical. The law of Agency is fundamental, far reaching law and deals with a certain group of legal concepts that differentiate it sharply as a study in itself to be taken up as early as possible. What we really study in Partnerships, Corporations and Business Trusts is a certain kind of business association, rather to be known as business proprietorship. The term, business association, would as logically include the form of royalty agreement which an author makes with his publisher or which a patentee makes with his manufacturer, as it would Agency. In a broader sense, it would include any business contract or relationship. Agency, therefore, is not co-ordinate with forms of business association of a proprietary nature, but has a far more basic importance. After Agency, come in order, Sales, Negotiable Paper, Partnerships, Corporations, Business Trusts and Bankruptcy, with some material on Bailments, Carriers, Banking and Suretyship. The teacher of business law must always keep in mind that his students are in a very different situation from that of professional law students in the matter of the time that they give to the study and in the interest which they have in it. The business student studies for a brief period as a part of a general program of education. We must give him a good deal of help. It is for this reason the editor has retained the "Point Involved" and has freely paraphrased the facts of the cases and edited the judicial opinions. The teacher must help the process along by wise summarization and lecture work. A study of business law gives the student a fund of workable information, teaches him the value of seeking legal advice, develops his reasoning and analytical powers and, not least, shows the student the relationship of law to business-how the law has so largely developed out of business situations, practices and customs and is so largely the crystallization of sound business experience. The editor begs indulgence for the many shortcomings of his effort. He has been gratified at the reception accorded to the first edition and tenders this revision in the hope it may help along the cause of general education. Northwestern University, Evanston, Chicago, September, 1923. ALFRED W. BAYS. |