10 Major New Business/Contract Law Cases – The Company We Keep – Guns in the U.S.
Blog No 149
June 28, 2022
By Mack W. Borgen
Author (7 Books): The White Binder (2022); The Writings of a Lifetime (2021); Dead Serious and Lighthearted – The Memorable Words of Modern America (Three Volumes) (2018-2019); and The Relevance of Reason – The Hard Facts and Real Data about the State of Current America (2 Volumes) (2013). As Advertised in The New York Review of Books. Recipient of Eight National Book Awards
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Quick Facts about Guns
Introductory Comment: You will find below some facts and ideas regarding guns in the Unites States and our Constitution.
There are 35 sides and 144 perspectives relating to the debate about guns in our country. Some of these perspectives relate to politics (Democrat vs Republican). Some relate to where you live (Montecito, California vs Uvalde, Texas). Some relate to race, … and on and on. Thus, I am NOT here seeking to “take sides” on this issue. However, maybe some gun facts would be helpful. Maybe when the entire rest of the world does things differently, there is a chance that maybe we should think again. We should try to think together. But we must try to think again. Almost in passing, maybe it is also time for a wild idea about our Constitution.
Average Annual U.S. Gun Sales (Years 2000-2009): 8,284,000 guns per year
Years 2010-2015 13,342,000 guns per year
Years 2016 – 2019 14,402,000 guns per year
Years 2020 – 2021 20,227,000 guns per year
Estimated Number of Privately-Owned Guns in US: 393,000,000 guns
Number of Privately-Owned Guns Per US Adult: 1.52 guns per US adult
The Company We Keep – Countries with Most Civilian Firearms:
Country Guns Per 100 People
United States 120.7
Saudi Arabia 53.7
Yemen 52.8
Serbia 39.1
Montenegro 39.1
Summary: The U.S. has more than twice the number of guns as the next nation in the world (i.e., Saudi Arabia), and – for better or worse – we are in the dubiously distinguished company of Saudi Arabia, Yemen, Serbia, Montenegro.
Compare – Privately-Owned Guns PER 100 CITIZENS:
Country Guns Per 100 Citizens
United States 120.7
Scandinavia (Note 1) 23.6
France 19.6
Germany 19.6
Mexico 12.9
Russia 12.3
Israel 6.7
United Kingdom 5.1
China 3.6
Japan 0.3
Summary: The U.S. has more than 5-6 times (!) the number of privately-owned guns per 100 citizens as the next closest nations (Scandinavia and France).
Note 1. Average of Denmark (9.9), Finland (32.4), Norway (28.8, and Sweden (23.1) Source: Small Arms Survey (Internationally recognized data source based in Geneva, Switzerland).
“JUST AN IDEA” ABOUT OUR CONSTITUTION
The U.S. Constitution is a document of both brilliance and inspiration. It is the core of our nation’s existence. My uncle died in Italy in World War II defending this country. My father was a Vet. I am a Vet. Many of my friends are vets. But despite the Constitution’s brilliance, it has been amended 27 times. It was amended ten times (the Bill of Rights) before the ink of its first printing was dry. It has been amended another 17 times since then. Even ignoring the Bill of Rights Amendments, our U.S. Constitution has been amended about once every 13.7 years.
Some of the amendments have been especially huge in importance – the 13th Amendment (Abolition of Slavery (1865)), the 14th Amendment (due process and equal protection (1868)), the 19th Amendment (Women’s Right to Vote (1920)), the 21st Amendment (Two-Term Limitation on President (1951)), and the 26th Amendment (Right to Vote at Age 18 (1971)). The most recent amendment was in 1992 (27th Amendment relating to Congressional Compensation).
As terribly difficult is to imagine amidst our highly polarized society, it may be time to start (slowly) working towards some new amendments; to start thinking about another constitutional convention. Read on – this may not be as crazy as it sounds.
Background and Personal Note
Larry Sabato is a brilliant American political scientist. He writes extensively, and he teaches at the University of Virginia. In 2007, he wrote a book entitled A More Perfect Constitution. In that book – nearly 15 years ago now – he outlined the need for another constitutional convention. I still recommend this book highly to all who may be interested. In the course of my writing my first books, The Relevance of Reason series, I communicated with Professor Sabato several times. I remember him telling me how difficult it had been for him to write about “a more perfect constitution” because he could not foresee any mechanism of organizing a second Constitutional Convention.
And, today, it remains hard to disagree with his conclusion – especially so in the context of issues relating to the 2nd Amendment, Roe v. Wade, the separation of church and state, and other culture war issues. Nevertheless, it may be time to start down the long road of organizing another constitutional convention. We could start by focusing upon the need to address more unifying themes — such as America’s desperate need for term limits and our need to diminish the power of money as the de facto tool (weapon?) which controls our political elections.
Just an idea.
Anytime
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10 Major Recent Business and Contract Law Developments
It is hard to keep up. At the end of California’s 2021-2022 legislative session, about 770 new laws were enacted. These new laws are in addition to the hundreds of new judicial opinions and rulings.
Sampling of Major New Business and Contract Laws or Judicial Rulings
(All California legislation and cases unless otherwise noted)
1. Corporate Governance. Corporations are now authorized to conduct virtual shareholder meetings or hybrid meetings. (Covid-based new law) (No unanimous shareholder or member consent required).
2. Property Law. Since a trust is not a natural person, only trustees – and not trusts – can hold title to property. Boshernitsan v. Bach.
3. Filing of Financing Statements. The perfection of a security interest is governed by the “location” of the debtor (as determined under UCC Secs. 9-301, et. seq.). Thus, a choice-of-law contract does not bind third-parties. The fact that a security interest was created under the law of another state does not change the result. Deutsche Bank Tr. Co. Ams v. U.S. Energy Dev. Corp.
4. “Real-Time” Viewing May Be Basis for Emotional Distress Claims. The viewing of an event in real-time via camera IS sufficient for a bystander to a tort to bring a claim for intentional infliction of emotional distress. Ko v. Maxim Healthcare Servs, Inc.
5. Limits of Liability upon “Controlling Affiliate” of Entity. A controlling affiliate (such as a parent company) of an entity that breaches a contract is NOT liable for interference with contract unless the affiliate acts in bad faith. Surf’s UP Legacy Partners, LLC v. Virgin Fest, LLC.
6. Partnership Law. A partner has a direct claim for damages for breach of a partnership agreement where the breach damages the value of the partner’s partnership interest. Cooke v. Karlseng.
7. Corporate Management. Courts reserve the right to provide equitable relief to invalidate “otherwise lawful board actions tainted by inequitable conduct.” In this case, a board member was “tricked” in order to achieve a quorum without notifying him of the important board action to be taken by the board. Backer v. Palisades Growth Cap. (Delaware).
8. Corporate Liability for Punitive Damages. A corporation may be held liable for punitive damages even if the act of a “particular” corporate officer cannot be shown as acting with malice. Instead, the injured party can show that the structure of the management decision-making “permits an inference that the information in question moved upward to a point where corporate policy was made.” Morgan v. J-M Mfg.
9. Corporate Director Liability. Directors may have personal liability (in this case to a shareholder) for “participating in directing or authorizing” tortious conduct. Holistic Supplements, LLC v. Start.
10. Electronic Contracts. In another online contract formation case, the court held that the process must provide “reasonable notice” of the (contract’s) terms and conditions, and when the contract is formed online, then the court may review the “clarity and simplicity” of the interface including, for example, (a) how many clicks or taps it takes to see the contract’s terms, (b) the placement of the link to the terms, and ( c) the title of the screen. Kauders v. Uber (Mass).
Source: Business Law News (CA Lawyers Association) (Issue 1, 2022), pp. 4-13.
Thought for the Day
“The one thing that doesn’t abide by majority rule is a person’s conscience.”
Gregory Peck in his portrayal of Atticus Finch in the 1962 movie To Kill a Mockingbird based upon Harper Lee’s classic book of the same name which had been released just
two years earlier (1960).
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