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Implied Covenant of Good Faith and Fair Dealing in Contracts

Implied Covenant of Good Faith: The Silent Term in Every ContractFrom Kirke La Shelle v. Armstrong to Employment Terminations I. Introduction: The Unspoken Promise in Contractual Relationships The implied covenant of good faith and fair dealing is a legal presumption that parties to a contract will deal with each other honestly, fairly, and in good faith. It prevents either party from taking bad-faith actions that intentionally sabotage or deprive the other party of expected contractual Read more

By Tsvety LL.M., ago

The Public Use Clause: From Kelo to Affordable Housing Battles

The Public Use Clause: From Kelo to Affordable Housing BattlesWhen “Economic Development” Justifies Condemnation I. Introduction: The Elasticity of “Public Use” The Fifth Amendment of the United States Constitution, ratified in 1791 as part of the Bill of Rights, solemnly asserts that “private property [shall not] be taken for public use, without just compensation.” At face value, this clause—commonly referred to as the Takings Clause or the Public Use Clause—strikes a balance between the state’s Read more

By Tsvety LL.M., ago

What Is a Corporate Lawyer? An Examination of Role, Function, and Ethical Tension

What Is a Corporate Lawyer? An Examination of Role, Function, and Ethical Tension In the contemporary global economy, the corporate lawyer occupies a central role as a legal architect, negotiator, and guardian of institutional compliance. Often perceived as the silent force behind mergers, billion-dollar transactions, and regulatory navigation, the corporate lawyer’s function extends far beyond mere document drafting or courtroom appearances. Rather, it embodies a hybrid identity at the intersection of commerce, governance, and law. Read more

By Tsvety LL.M., ago

Accession Doctrine: When Does Raw Material Become Someone Else’s Property?

Accession Doctrine: When Does Raw Material Become Someone Else’s Property?From Roman Law to 3D Printing Disputes I. Introduction: The Puzzle of Ownership Transformation The doctrine of accession, a principle rooted in Roman law, addresses a deceptively simple question with profound philosophical and legal implications: When does something that originally belonged to one person become the property of another through transformation or attachment? This problem arises wherever raw materials are altered or combined with other objects Read more

By Tsvety LL.M., ago

The First Sale Doctrine: Why You Can Resell a Book But Not a Digital Song

The First Sale Doctrine: Why You Can Resell a Book But Not a Digital SongComparing Kirtsaeng v. Wiley to Software Licensing I. Introduction The First Sale Doctrine is a cornerstone of American copyright law, enshrined in §109 of the U.S. Copyright Act. It limits the rights of copyright holders by permitting the lawful owner of a copyrighted work to resell, lend, or otherwise dispose of that particular copy without the copyright holder’s permission. This doctrine Read more

By Tsvety LL.M., ago

B Corp Certification vs. Shareholder Primacy: Can Hybrid Governance Work?

B Corp Certification vs. Shareholder Primacy: Can Hybrid Governance Work? I. Introduction The tension between profit maximization and social responsibility lies at the heart of modern corporate governance. Traditionally, Anglo-American corporate law has been grounded in the principle of shareholder primacy—the notion that a corporation’s ultimate goal is to increase shareholder value. However, the emergence of the B Corporation certification and the broader benefit corporation legal structure marks a conscious shift toward a more inclusive Read more

By Tsvety LL.M., ago

Extraterritoriality: Can One Nation Prosecute Crimes Abroad?

Extraterritoriality: Can One Nation Prosecute Crimes Abroad? The principle of extraterritoriality—where a state asserts legal jurisdiction over conduct occurring outside its territory—stands as one of the most debated doctrines in international law. It treads a delicate line between the imperatives of global justice and the foundational norms of state sovereignty. The central question remains: Can one nation prosecute crimes committed abroad, and if so, under what conditions and legal justifications? The answer depends on a Read more

By Tsvety LL.M., ago

Patentable Subject Matter: The Boundaries of § 101

Patentable Subject Matter: The Boundaries of § 101 I. Introduction What is a Patentable Subject Matter? Patent law in the United States is grounded in a constitutional mandate to “promote the progress of science and useful arts.” Codified primarily in Title 35 of the U.S. Code, the law provides inventors with a time-limited monopoly in exchange for public disclosure of their inventions. Among the foundational pillars of this legal structure is 35 U.S.C. § 101, Read more

By Tsvety LL.M., ago

USA PATRIOT Act (2001): Mass Surveillance vs. Fourth Amendment Tensions

USA PATRIOT Act (2001): Mass Surveillance vs. Fourth Amendment Tensions 💡 Post-9/11 Legislation: Enacted in 2001 to expand federal law enforcement counterterrorism capabilities. 💡 Enhanced Surveillance: Expanded wiretapping, National Security Letters, financial tracking, and inter-agency intelligence sharing. 💡 Civil Liberties Debate: Generated significant legal challenges regarding 4th Amendment privacy protections and judicial oversight. I. Introduction The USA PATRIOT Act, formally titled the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Read more

By Tsvety LL.M., ago

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