Acknowledgments
About the Author
About the Book and Notice
CHAPTER 1
Introduction
1.1. What Is Distribution?
1.2. Importance of Distribution in the Economy
1.3 Distribution Process and Economics
1.4 Legal Issues in Distribution and the Body of Law
That Concerns Distribution
1.5 Overview
1.6 Use of This Text
CHAPTER 2
Distribution Methods
2.1 Introduction
2.2 Centralized Manufacture, Direct Selling (Cash-and-Carry)
2.3 Distribution through Branch or Company-Owned Locations
2.4 Distribution through Employee Sales Representatives
2.5 Distribution through Independent Sales Representatives
2.6 Distribution through Independent Distributors or Dealers
2.7 Distribution through Independent Agents
2.8 Distribution through Cooperatives
2.9 Consignment
2.10 Franchising
2.11 Business Opportunity Distribution
2.12 Multi-Level Marketing
2.13 Catalog, Mail Order, and the Internet
2.14 Conclusion
CHAPTER 3
Recruiting Distributors
3.1 Introduction
3.2 Overview of Law of Recruiting
3.3 Avoiding Misrepresentations and Omissions
3.4 Avoiding Unlawful Discrimination
3.5 Compliance with Regulatory Restrictions and
Procedures on Advertising, Offering and Selling
3.6 Avoiding Inducement to Breach and Agreement
or Interference with Existing Contracts and Business
Relationships
3.7 Avoiding Misappropriation of Trade Secrets
3.8 Complying with Regulatory Requirements in Recruiting
Franchise and Business Opportunity Distributors
3.9 Conclusion
CHAPTER 4
Overview of Sales Law:
Article 2 of the Uniform Commercial Code
4.1 Introduction
4.2 Background of Uniform Commercial Code Article 2 on Sales
4.3 Introductory Provisions UCC Article 2
4.4 Form and Formation of Sales Contracts
4.5 Modification, Rescission and Waiver
4.6 Assignment and Delegation
4.7 Obligations, Construction and Price Terms
4.8 Payment by Letter of Credit
4.9 Sale on Approval or Return
4.10 Passing Title
4.11 What Rights or Title a Buyer Acquires
4.12 Identification of Goods to a Sale Contract
4.13 Repudiation, Failure to Deliver, Insolvency
4.14 Tender of Delivery
4.15 Shipment
4.16 Lender Rights
4.17 Seller's Tender; Delivery on Condition; Curing Delivery
of Unsatisfactory Goods
4.18 Who Bears Risk of Loss of Goods
4.19 Payment and Inspection
4.20 Inspecting Goods for Adjustment or Dispute
4.21 Buyer's Acceptance of Goods
4.22 Third Party Claims against the Buyer
4.23 Buyer Rejection of Goods
4.24 Buyer Revoking Acceptance of Goods
4.25 Using Goods after Rejecting or Revoking Acceptance
4.26 Demanding Advance Assurance of Performance
4.27 Advance (Anticipatory) Repudiation of an Agreement
4.28 Breach under an Installment Contract
4.29 Injury to or Loss of Identified Goods
4.30 Delivery Problems
4.31 Method of Payment Problems
4.32 Excuse Due to Failure of Presupposed Conditions
4.33 Allocation of Production by Seller
4.34 Procedure after Notice of Excuse from Seller
4.35 Seller's Remedies for Buyer's Failure to Perform
4.36 Reclamation of Goods by Seller
4.37 Stopping Delivery of Goods
4.38 Resale of Goods by Seller
4.39 Measure of a Seller's Damages
4.40 Buyer's Remedies for Breach by the Seller
4.41 Agreements on Damages and Remedies
4.42 Certain Other Remedial Matters
4.43 Claims against Third Parties
4.44 Determining Market Price
4.45 Time Limit to Bring Action
4.46 Conclusion
CHAPTER 5
Representation, Warranties and Conditions
5.1. Introduction
5.2. Conditions, Representations and Warranties
5.3. Opinion and Puffery
5.4. Sources of Express and Implied Warranties
5.5 Disclaimers of Representations and Warranties
5.6 Reliance and Privity in Representation and Warranty Claims
5.7. Breach and Remedies for Failure of Representations, Warranties and Conditions
5.8. Duration of Representations and Warranties
5.9. Requirements of Federal and State Consumer Warranty Laws
5.10. Service Contracts
5.11. State Product Warranty Laws
5.12. State Consumer Protection Laws
5.13. State Automobile Lemon Laws
CHAPTER 6
Antitrust Considerations
6.1 Introduction
6.2 The Sherman Act
6.3 Horizontal, Vertical, and Dual Distribution Analysis
6.4 Other Approaches to Influence Resale Pricing
6.5 Other Federal Antitrust Statutes
6.6 State Antitrust Laws
6.7 Some Categories of Antitrust Sensitive Activities;
Potential Violations
6.8 Price Fixing
6.9 Lawfulness of Unilateral Decisions and Action and
Colgate Doctrine
6.10 Predatory Pricing
6.11 Standard Setting by an Association
6.12 Tying
6.13 Group Boycotts
6.14 Bid Rigging
6.15 Market Allocation/Territory Agreements
6.16 Exclusive Dealing Agreements
6.17 Obtaining a Patent by Fraud on Patent Office (Walker Process Fraud)
6.18 Conclusion
CHAPTER 7
Product Brands (Trademarks) and Branding
7.1 Introduction
7.2 Trademark Basics
7.3 Trademark Rights
7.4 Trademark Selection
7.5 The Hierarchy of Protectable Trademarks
7.6 A Trademark Selection Process
7.7 Proper Trademark Use and Notice
7.8 Federal and State Trademark Registration
7.9 Maintenance and Renewal of a Federal Trademark Registration
7.10 Proper Use and Policing
7.11 Conclusion
CHAPTER 8
Other Intellectual Property Considerations--Trade Secrets, Patents and Copyrights
8.1 Introduction
8.2 What Is a Trade Secret?
8.3 How Trade Secrets Are Protected
8.4 Use of Restrictive Covenants with Employees, Suppliers, Distributors, Dealers, Franchisees, and Other Contractors
8.5 What Is Misappropriation?
8.6 Remedies
8.7 What Is a Patent?
8.8 Patents in Product Distribution
8.9 Infringement and Remedies
8.10 Limits on Use of Patents and Product Distribution--Patent Misuse
8.11 The Requirement of Notice--Patent Marking
8.12 Copyrights
8.13 Copyrights in Product Distribution
8.14 Basic Steps to Protect Copyright Rights
8.15 Infringement of Copyright
8.16 Remedies for Copyright Infringement
8.17 Comparison of Trade Secrets, Patents, Copyrights and Trademarks
8.18 Conclusion
CHAPTER 9
Product Liability and Liability Risk Management
9.1 Introduction
9.2 What Is Product Liability?
9.3 Strict Liability--Its Three Forms
9.4 Strict Liability for Manufacturing
9.5 Strict Liability for Design Defects
9.6 Strict Liability for Failure to Give Adequate
Warning of Risk
9.7 Strict Liability Does Not Mean Absolute Liability
9.8 Negligence Liability
9.9 Liability for Breach of Warranty
9.10 Liability for Misrepresentation
9.11 Liablity of Others in the Chain of Distribution
9.12 Defenses to Product Liability Claims
9.13 Sharing Product Liability Based on Indemnity and
Contribution
9.14 Reducing Risks of Product Liability
9.15 Product Liability Insurance
9.16 Contractual Indemnification Clauses
9.17 Contractual Warranty Disclaimers
9.18 Contractual Exclusions and Limitations of Damages
and Liability
9.19 Warranty Disclaimers and Damages Limitations in
Sales of Consumer Products
9.20 Conclusion
CHAPTER 10
Other Legal Considerations
10.1 Introduction
10.2 Dealership and Franchise Investment Laws
10.3 Dealer, Sales Representative, and Franchise Relationship Laws
10.4 Product Labeling
10.5 Import Regulations
10.6 Entry Process
10.7 Customs Brokers
10.8 Entries of Goods by Persons Other Than Domestic Owner
10.9 Country-of-Origin Marking
10.10 Antidumping and Countervailing Duties
10.11 Meeting Requirements of Other Government Agencies
10.12 Customs and Border Protection Reasonable Care Checklists
10.13 Conclusion
FORMS
APPENDIX
INDEX
