Business Law Final Exam Study Guide
Understand the 1st, 5th, and 14th amendments and the various rules and exceptions
o 1st amendment: Free Speech. • Political speech is protected unless it is intended and likely to create imminent lawless action. • Speech includes non-verbal communication, such as signs, symbols and acts (like flag burning) • Commercial Speech: gov. may regulate other commercial speech, provided that the rules are reasonable and directed to a legitimate goal. o 5th amendment : Due process and takings clause: • Procedural Due Process -- the government must go through procedures to ensure that the result is fair. The process due is in proportion to what the government is trying to take from the person. • The Takings Clause -- when the government takes private property for public use, it must pay a fair price. • Substantive Due Process -- some rights (voting, speech, travel, privacy) are so fundamental that the government generally may not take them. o 14th Amendment: Equal Protection of laws (Equal Protection Clause) • Minimal Scrutiny [Rational Basis]: Economic and Social Relations. Government actions that classify people or corporations on these bases are almost always upheld. • Intermediate Scrutiny: Gender. Government classifications are sometimes upheld. • Strict Scrutiny: Race, Ethnicity, and Fundamental Rights. Classifications based on any of these are almost never upheld.
• The way the Mailbox Rule works and the main exception to the rule
o Acceptance is generally effective upon dispatch. Terminations are effective when received
• The interplay between corporate social responsibility and business law
o An organization's obligation to contribute positively to the world around it • Duty of Loyalty & Duty of Care • Business Judgment Rule • Revlon v. Constituency Statutes • Benefit Corporations/Social Enterprise
• The differences between assignment and delegations ("A&D") and the limits on A&D
o Assignments: A contracting party may transfer his rights under the contract, which is called an assignment of rights. o Delegation Transferring of duties. But delegation does not by itself relieve the delegator of his own responsibility to perform the contract. o Limits: • Assignments: unless would substantially change the obligor's rights or duties under the contract; or is forbidden by law or public policy; or is validly precluded by the contract itself • Delegation: unless delegation would violate public policy, or the contract prohibits delegation, or the obligee has a substantial interest in personal performance by the obligor
• Elements of a contract (esp. information regarding offer, acceptance, and consideration)
o Begins with offer. Person who makes an offer is offeror and the offeree is the person to whom an offer is made. o Acceptance: Offeror is the master of their offer, offeree must do or say something to accept, Mirror Image rule o Consideration: inducement, price or promise that causes a person to enter into a contract forms the basis for the parties exchange.
Understand the commerce clause, dormant commerce clause, and substantial effect rule
o Commerce Clause: Under the commerce clause, congress may regulate any activity that has a substantial effect on interstate commerce. • Item under article 1 section 8 o Dormant Commerce Clause: • The dormant aspect holds that a state statute discriminating against interstate commerce is almost always unconstitutional. o Substantial Effect rule: congress may regulate any activity, which has a substantial economic effect on interstate commerce.
Understand the differences between the common law system and the civil law system
o Common Law: Judge-made law sum total of all the cases decided by appellate courts • Is predominating in tort, contract, and agency law • Is important in property and employment law o Civil law:
• Compensatory and punitive damages; tort reform, including the original liability limits in TN
o Compensatory Damages: Money intended to restore a plaintiff to the position she was in before the injury. o Punitive Damages: damages intended to punish the defendant for conduct that is extreme and outrageous o Tort Reform: half of the states have passed statutory limits on tort awards. In most cases can award whatever seems reasonable for economic damages. • TN in 2011; caps noneconomic damages at $750,000 for each defendant, $1 million for catastrophic.
• Expectation damages and the differences between compensatory, consequential, and incidental
o Compensatory Damages: They generally flow directly from the contract, such as an order to pay what was promised or to pay for expenses caused by the breach. • The injured party must prove the breach caused damages that can be quantified with reasonable certainty. o Consequential: are those resulting from the unique circumstances of this injured party. • Because damage calculation can be complex, there are companies that specialize in doing the work on behalf of litigants or other interested parties. • Limited in scope. o Incidental: Incidental damages are the relatively minor costs incurred when the injured party responds to the breach (obtaining cover). • E.g., travel costs, storage costs, extra shipping costs.
• Understand constituency statutes v. the Revlon case (in Delaware)
o Constituency: Safe harbor for considering non-shareholder stakeholders in takeovers o Revlon: Revlon Moment: Takeover/Break-up Inevitable, Auctioneers for the company, "Considering strategic alternatives"
• Defenses to negligence (esp. contributory v. comparative negligence & the rule in TN; assumption of the risk)
o Contributory Negligence: in a few states, if the plaintiff is AT ALL negligent, he cannot recover damages from the defendant o Comparative Negligence: In most states, if the plaintiff is negligence, a percentage of negligence is applied to both the defendant and the plaintiff. o TN: o Assumption of Risk: A person who voluntarily enters a situation that has an obvious danger cannot complain if she is injured
Understand differences between criminal and civil law (including difference in burdens of proof)
o Criminal Law: concerns behavior so threatening that society outlaws it all together. • Burden of Proof (Beyond a reasonable doubt): Prosecution must prove defendant is guilty. o Civil Law: regulates the rights and duties between parties • Burden of Proof: (Preponderance of the evidence): Must convince the jury that the version of facts is as least lightly more likely than the defendants version. o Burdens of Proof: plaintiff must convince the jury that its version of the case is correct; the defendant is not obligated to disprove the allegations.
• Duties of landowners (in most states) to trespassers, children, licensees, and invitees
o Duty to trespassers: not to injure intentionally o Duty to children: if a man-made item on the land attracts children, landowner may be liable o Duty to Licensees: to warn of known, but hidden dangerous conditions licensees are unlikely to discover themselves. o Duty to invitees: to exercise reasonable care to protect invitees against dangerous conditions possessor should know of but invitees are unlikely to discover.
• Understand easements (and how they are created), profit, license, mortgage
o Easements: The right to enter land belonging to another and make limited use of it • Grant or Reservation: • Grant occurs when a landowner expressly intends to convey an easement to someone else. • A reservation occurs when an owner sells land but keeps some right to enter the property • Implication or necessity: • Easement by implication: an owner subdivides land in a way that clearly implied the creation of an easement in favor of the new parcels • Easement by necessity: when the dominant tenement absolutely must make use of the other property • Prescription: may arise when someone makes use of property belonging to another if his use is open and notorious, adverse to the owner, and continuous and uninterrupted for the number of year required by local statute o Profit: 1 person the right to enter land belonging to another and take something from it o License: the right to temporarily enter land belonging to another o Mortgage: A security interest in real property
• Understand landlord's duties (esp. implied warranty of habitability) and tenant's duties (esp. duty to mitigate)
o Easements: The right to enter land belonging to another and make limited use of it • Grant or Reservation: • Grant occurs when a landowner expressly intends to convey an easement to someone else. • A reservation occurs when an owner sells land but keeps some right to enter the property • Implication or necessity: • Easement by implication: an owner subdivides land in a way that clearly implied the creation of an easement in favor of the new parcels • Easement by necessity: when the dominant tenement absolutely must make use of the other property • Prescription: may arise when someone makes use of property belonging to another if his use is open and notorious, adverse to the owner, and continuous and uninterrupted for the number of year required by local statute o Profit: 1 person the right to enter land belonging to another and take something from it o License: the right to temporarily enter land belonging to another o Mortgage: A security interest in real property • Understand landlord's duties (esp. implied warranty of habitability) and tenant's duties (esp. duty to mitigate) o Duty to deliver possession: Landlord must remove previous tenant or pay damages o Quiet Enjoyment: quiet enjoyment of the premises, meaning the right to use the property without the interference of the landlord. o Maintain Premises: deliver the premises in a habitable condition and s continuing duty to maintain the habitable condition • Lease: landlord to maintain the exterior of any building and the common areas • Building Codes: mandate minimum standards for commercial and/or residential property. • Implied Warranty of Habitability: requires that a landlord meet all standards set by the local building code, or that the premises be fit for human habitation o Tenant Duties • Duty to pay rent • Duty to mitigate damages • Duty to use premises for proper purposes • Duty not to damage premises • Duty not to unreasonably disturb other tenants • Guest and injuries • Lease terms
• Employment discrimination (esp. under Title VII) and defenses (esp. BFOQ)
o Employee may not be paid at a lesser rate (for equal work) than opposite sex employees o Title VII: Prohibits employers from discrimination on the basis of gender, race, color, religion, or national origin. • Employer must make reasonable accommodation for worker's religious beliefs • Affirmative action is not required o Defenses • Merit: A defendant is not liable if he shows that the person he favored was the most qualified • Seniority: a legitimate seniority system is legal even if it perpetuates past discrimination. • Bona Fide Occupational Qualification (BFOQ) • Employer is required to establish discriminatory job requirements if they are essential to the position in question. • May consider safety, privacy, and authenticity • Affirmative Action: remedy the effects of past discrimination
• The differences between the type of contract remedies/interests
o Expectation: Designed to put the injured party in the position she would have been in had both sides fully performed their obligations. o Reliance: Designed to put the injured party in the position he would have been in had the parties never entered into a contract. o Restitution: Designed to return to the injured party a benefit that he has conferred on the other party, which it would be unjust to leave with that person o Equitable: When money is not sufficient to help the injured party, a court may order a transfer of property (specific performance) or may issue an injunction to prevent a particular action from continuing
• The differences between intended and incidental third-party beneficiaries to a contract
o Incidental third party beneficiaries: Someone who might have benefited from a contract between two others but has no right to enforce that agreement o Intended third party: Someone who may enforce a contract made between two other parties
• Intentional torts (esp. defamation, false imprisonment, & the differences between assault & battery)
o Intentional Torts: Harm caused by deliberate actions • Does not necessarily require an intention to harm the victim, only an intention to perform the act which caused the injury. (Intentionally throwing an object, but not meaning to hit anyone is a tort if it causes injury to someone.) • Includes business torts, a category of torts perpetuated almost exclusively by business entities. • Defamation: Irresponsible speech to harm another's reputation • Libel (written) Slander (Oral) • There are four facts to prove to win a defamation suit: o The defamatory statement was actually made. o The statement is false. o The statement was communicated to someone other than the plaintiff. o In slander cases, the plaintiff must show some injury that resulted from the defamation. • Slander per se -- some statements are so harsh and potentially damaging that the plaintiff is assumed to be damaged and does not have to prove injury. • Public Personalities o Includes: public officials (police and politicians) and public figures (movie stars and other celebrities) o Public personalities have a harder time winning a defamation case because they have to prove that the defendant acted with actual malice. • Privilege o Defendants receive extra protection in special cases. o In courtrooms & legislatures, speakers have absolute privilege. o When information is legitimately needed, the speaker giving it may have qualified privilege. • Truth as a Defense • False Imprisonment • Intentional restraint of another person without reasonable cause and without consent • Assault/ Battery: Assault occurs when a defendant does some act that makes a plaintiff fear an imminent battery. Battery is an intentional touching of another person in a way that is harmful or offensive.
• Rule for unpaid internships, health care rules under ACA, coverage of ERISA (private pensions)
o Internship must provide training similar to that in school, be for the benefit of the intern, not displace regular employees, and not provide any immediate advantage to the employeer o ACA: Employers with 50 or more full- time employees must pay a penalty if they do not provide basic health insurance o ERISA: to protect workers covered by private pension plans • Are not required to establish pension plans, if they do, the must follow these federal rules
Understand the differences between interrogatories and depositions
o Interrogatories: • Written ?s. Answered in writing (under oath) • Generally limited to 25 questions in federal court • Attorneys assist in drafting responses o Depositions • Testimony taken before trial (under oath) • Generally limited to 7-hours on one day
Understand Jurisdiction, Venue, & Standing (especially Personal & Subject Matter Jurisdiction)
o Jurisdiction: Courts power to hear a case. • In state court or federal court a plaintiff may start a lawsuit only in a court that has jurisdiction over that kind of case • See 6.1 on page 140 • Appeals courts • Personal Jurisdiction: a courts authority to bind the defendant to its decisions • Subject Matter Jurisdiction: a courts authority to hear a particular type of case o Venue: Most appropriate physical location for a trial or where the parties reside. • Civil Case: where defendant resides • Criminal: where crime occurred o Standing: Party must have a legally protected and tangible interest at stake
• The different social enterprise legal forms and how they compare to other legal form
o L3C's o SPC's o BLLC's o BCs/ PBC's
• Business crimes (esp. know RICO & the differences between larceny, fraud, and embezzlement)
o Larceny: Trespassory taking of personal property with the intent to steal it • Someone else originally had the property. • Personal property, not services or real estate. o Fraud: Deception for the purpose of taking money or property from someone • Includes bank fraud, wire and mail fraud, insurance fraud, Medicare fraud. o Embezzlement: Fraudulent conversion of someone else's property already in the defendant's possession o Arson: Using fire or explosives to damage or destroy property, usually with either malicious or fraudulent intent. • Insurance fraud causes higher premiums for all. o RICO (Racketeer Inluenced and Corrupt organization act): A powerful federal statute, originally aimed at organized crime, now used in many criminal prosecutions and civil lawsuitS
Understand three branches of government, articles of U.S. Constitution, & checks and balances
o Legislative: gives congress ability to create new laws • Article 1: Establishes congress within two houses and gives congress power • Lists the 18 types of statutes that congress is allowed to pass such as imposing taxed declaring war, and coining money. o Executive: gives president authority to enforce law • Article 2: defines the powers and the responsibilities of the president • Appointment, Legislation, and Foreign policy o Judicial: gives supreme court the right to interpret laws and determine their validity • Article 3: creates the supreme court and permits congress to create lower federal courts • Adjuntion and Judicial Review o Checks and balances: • The president can veto congressional legislation. Congress can impeach the president. The supreme court can void laws passed by congress.
• The Peppercorn Rule; The differences between liquidated and unliquidated debts; Rule for gifts
o Liquidated debts: no dispute about the amount owned o Unliquidated debts: a debt that is disputed because the parties disagree over its existence or amount.
• Voidable contracts: Minors (+ratification +exceptions); Mentally Impaired; Serious Intoxication; Misrepresentation & Fraud; Silence; Bilateral and Unilateral Mistake; Duress; Undue Influence
o Minors: because they are underage they are only allowed to make voidable contracts • Ratification: Words or actions indicating an intention to be bound by a contract • Expectations: Necessaries, Misreprentation of Age o Mentally Impaired: A person with mental illness or defect, who is unable to understand the nature and consequences of a transaction o Serious Intoxication: when an intoxicated person makes a contract, is generally voidable. o Misrepresentation and Fraud: to rescind a K based on Misrepresentation and fraud, there was a false statement of fact, statement was important, injured person justified relied on the statement o Silence: Nondisclosure of a fact is usually misrepresentation only when disclosure is necessary o Bilateral: both parties negotiate based on the same factual error o Unilateral Mistake: Sometimes only one party enters a contract under a mistaken assumption o Duress: An improper threat made to force another party to enter into a contract o Undue Influence: injured party must demonstrate, a relationship b/w the two parties either or trust or domination and improper persuasion be the stronger party.
Understand the standard of review for Motion to Dismiss and Summary Judgement
o Motion Dismiss: A request that the court terminate a case without permitting it to go further. Court assumes the facts in the complaint are true for the purpose of the motion to dismiss • Complaint fails to state a cause of action • Generally filed by the Δ • Why would the Π ever move to dismiss? • Court assumes the facts in the complaint are true for the purposes of the motion to dismiss • If motion to dismiss is granted, the court may allow the Π to amend the complaint • Reasons to grant a motion to dismiss (FRCP 12b) • lack of subject-matter jurisdiction; • lack of personal jurisdiction; • improper venue; • insufficient process; • insufficient service of process; • failure to state a claim upon which relief can be granted; and • failure to join an indispensable party o Summary Judgment: a ruling by the court that no trial is necessary because there are no essential facts in dispute. • Also known as "judgment as a matter of law". • Filed by any party before trial. • Affidavits and discovery considered. • Facts considered in the light most favorable to the non-moving party. • No genuine issues of material fact. • Not a test of credibility
• Rule for negligence and Negligence Per Se and Res Ipsa Loquitor
o Negligence: to win negligence case a defendant must prove duty of due care, breach, factual cause, proximate cause, and damages • Duty of Due care: duty to behave responsibly under the circumstances • Breach: if duty of care exists, plaintiff must show that the defendant did not meet it • Negligence Per Se: when a legislature sets a minimum standard of care for a particular activity, in order to protect a certain group of people, and a violation of the statue injures a member of that group, the defendant has committed negligence per se. • Causation: to win must show that defendants breach of duty caused the plaintiff harm • Res Ipsa Loquitor: The facts imply that the defendant's negligence caused the accident • Damages: plaintiff must persuade the court that he has suffered harm that is genuine, not speculative.
Understand the differences between negotiation, arbitration, and mediation
o Negotiation: Parties negotiate personally or through lawyers o Mediation: A mediator attempts to guide the two disputing parties toward a voluntary settlement. • Uses skills to push for an agreement • "Win- Win potential" o Arbitration: Parties agree to bring in a third party. The arbitrator has the power to impose an award. • Allows each side equal time to present its case and then issues a binding decision, generally without giving reasons. • Ensures a final result. Parties loose control of outcome • Sign agreements
Understand dicta and know that it is a non-binding part of a case
o Opinions of a judge that do not embody the resolution or determination of the specific case before the court. Expressions in a court's opinion that go beyond the facts before the court and therefore are individual views of the author of the opinion and not binding in subsequent cases as legal precedent.
• Understand veil piercing, duties of care and loyalty (fiduciary duties), & business judgment rule
o Peircing the Veil: a court holds members of an LLC personally liable for the debts of the organization. Co-mingling funds (personal and corporate or between businesses), Fraud, Not respecting corporate formalities and record-keeping, Leads to personal liability o Duties of • Care: The duty of care requires officers and directors to act in the best interests of the corporation and to use the same care that an ordinarily prudent person would in the management of her own needs. • loyalty: The duty of loyalty prohibits managers from making a decision that benefits them at the expense of the corporation o Business Judgment Rule: a presumption that in making a business decision, the directors of a corporation acted on an informed basis, in good faith and in the honest belief that the action taken was in the best interest of the company."
Understand typical court citations; know differences between primary and secondary sources
o Plaintiff, Defendant, Reporter (Court, year)
Understand the typical order of the pre-trial process
o Pleadings- motion to dismiss- discovery- motion for summary judgment- pretrial conference
Understand concept of precedent, when precedent is binding, and how it can be distinguished
o Precedent: an action or official decision that can be used as support for later actions or decisions; an earlier case that decided the issue. Only binding on lower courts in same system. Binding precedent may be able to be distinguished. Even if precedent not binding, it may be persuasive o Stare Decisis: The principle that precedent is binding on later cases. Means "Let the decision stand"
• The rules and uses of promissory estoppel and quasi-contract (+ how they differ from contracts
o Promissory Estoppel: A possible remedy for an injured plantiff in a case with no valid contract, when the plantiff can show a promise, reasonable reliance, and injustice o Quasi- Contract: A possible remedy for an unjured plantiff in a case with no valid contract, when the plantiff can show benefit to the defendant, reasonable expectation of payment, and unjust enrichment
• Distinguish between real, personal, and intellectual property; types of real property; fixture rule
o Real Property • land, • Buildings, • plant life, • fixtures {permanent types of property} • Attachment, Adaptation, Permanence o Personal: Desk, Phone, Refrigerator o Intellectual: Copyrights o Fee simple absolute definition and distinguish between concurrent estate types • Fee Simple Absolute: full ownership privilege in a property • Concurrent Estates: two or more people owning property at the same time • Tenancy in Common: two or more people holding equal interest in a property, but with no right of survivorship • Joint Tenancy: Two or more people holding equal interest in a property, with the right of survivorship • Tenancy by Entirety: Marries with right of survivorship, cant sell alone, divorce terminates
• Requirements for a crime, defenses to crimes, and the general order of the criminal pre-trial process
o Requirements for crime: • Prosecution - Only the government can prosecute a crime and punish someone by sending him/her to prison. • Burden of proof - Because the penalties for conviction in a criminal case are so serious, the government has to prove its case beyond a reasonable doubt (the very high burden of proof in a criminal trial, demanding much more certainty than required than required in a civil trial). PoE for most civil cases • Felony/Misdemeanor - A felony is a serious crime, for which a defendant can be sentenced to one year or more in prison. A misdemeanor is a less serious crime, often punishable by a year or less in a county jail. No jail time for civil law claims. o Defenses: • State of mind • Voluntary Act: defendant is now quilty of a crime they were forced to commit. Not guilty if acted under duress. o Need an illegal act (actus reus) AND required intent or specific state of mind (mens rea) • Entrapment: when the government induces the defendant to break the law, the prosecution must prove beyond a reasonably doubt that the defendant was predisposed to commit the crime • Conspiracy: Someone plans to commit a crime. A defendant can be convicted of taking part in a conspiracy if: o A conspiracy existed o The defendants knew about it, and o Some member of the conspiracy voluntarily took a step toward implementing it. o Crime pre-trial • Search Warrant- Arrest/warrant- indictment- arraignment- plea/trial/appeal
• The rules and exceptions tied to the UCC and that Article 2 of the UCC is for sale of goods
o Sale of goods: moveable tangible objects o UCC develops price based on market value o An output contract obligates a seller to sell all of his output to one buyer, who agrees to buy it. o A requirements contract obligates a buyer to obtain all of his needed goods from the seller
• Understand differences between business entity types (esp. SP, GP, LP, LLC, S-Corp., C-Corp.)
o Sole Proprietorships: A sole proprietorship is an unincorporated business owned by one person. o General Partnership: Partnership is an unincorporated association of two or more co-owners who carry on a business for profit. o Limited Partnership: Have general (active management) and limited (mainly passive investors) partners. o Limited Liability partnership: Partners in an LLP are not personally liable for debts of the partnership (whether arising from contract or tort). o S-Corporations: Shareholders of S corps have: the limited liability of a corporation and the tax status of a partnership. Also, emp. tax advantages. o C- Corporations: Corporations offer limited liability - usually the managers' and investors' personal property is not at risk.
• When to use equitable remedies/interests, especially specific performance
o Specific Performance • A court will order the parties to perform the contract only in cases involving the sale of land or some other asset that is unique. o Injunction • An injunction is a court order that requires someone to do something or refrain from doing something. o Reformation • Reformation is a process in which a court will partially "re-write" a contract.
Understand the federal and state court systems, including the Tennessee courts
o State Courts • Circuit, Criminal, and Chancery Courts • Courts of Appeals and Court of Criminal Appeals • Tennessee Supreme court o Federal Courts • U.S. District Courts (for the Easter, Western, Northern Districts) • U.S. Court of Appeals for the 6th circuit • Supreme court of the U.S
• Rights under 4th (including exceptions), 5th, 6th, & 8th Amendments
o The 4th Amendment to the constitution prohibits the government from making illegal searches and seizures of individuals, corporations, partnerships, and other organizations • Have to have warrant. Doesn't have to have warrant to search if in plain view, stop and frisk, emergencies, Automobiles, Lawful Arrest, Consent, No expectation of privacy. o The 5th Amendment protects criminal defendants (innocent and guilty) • Due process: Requires fundamental fairness at all stages of the case • Double jeopardy: a defendant may only be tried once for a particular offensive, no matter what is found later • Self- Incrimination: prevents government from forcing any person to provide evidence from themselves • Miranda Rights: when arresting a suspect, they must inform them that they have the right to remain silent and that anything they say can and will be used again them o 6th Amendment guarantees right to a lawyer and to have them present for all stages of the criminal process • Government must provide lawyer to those who cant afford one o 8th Amendment prohibits cruel and usual punishment • Capital punishment has been controversial under this amendment. • "Three strikes" laws have created situations where a punishment is excessive for the crime. • Forfeiture (forced loss of property) has been allowed under this amendment, but the allowable amount has not been set.
• Understand differences between tort law and contract law (both civil)
o Tort Law: Civil lawsuit that doesn't involve a contract/ agreement. • Violation of duty based on civil law. • Based on an obligation imposed by the law with no agreement needed between parties: victim sues and receives compensation restitution. o Contract Law: based on the breach of an agreement between the two parties; victim sues and receives compensation or restitution.
Understand the trial and post-trial processes and terms, especially the concept of res judicat
o Trial: • Opening statement: attorney summarizes what they are going to prove. • Generally plantiff is first and then defendant • Direct and cross examination of witnesses and experts • Defendant can move for a directed verdict at the close of plantiff's case • Burden of proof • Closing Argument: Lawyer sum up their case • Jury Instructions, Jury Diliberation, Jury Verdict o Post trial • Motion for Judgment N.O.V. • Only allowed if the Δ filed a motion for a directed verdict during trial • Only granted if jury verdict was unreasonable (very high standard) • Motion for new trial • Appeal. Appellate Court reviews for errors of law • Appellate court can affirm, reverse, remand or modify (whole/in part) • If remanded, the case is sent back to trial court for further proceedings • Res Judicata - matter already judged; other courts respect initial court decision (including appellate decisions) • After all appeals are over • Conserves judicial resources and puts an end to litigation of matter