Freedom of Speech

-Not absolute

-Varied levels of protection for different types of speech.

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Types of Speech

-Pure

Written or spoken word

-Symbolic

Intend to send a particular message

Likely to be understood by audience

Types of Restrictions

-Content Based

What is said is restricted

-Content Neutral

Speech restricted without regard to content

TIME, PLACE and MANNER restrictions

Fighting Words
Words which by their very utterance inflict injury or tend to incite an immediate breach of the peace.
Incitement
Fighting Words & Hate Words
Obscenity
Obscene speech is unprotected and may even result in criminal penalties
Who was the first to face charges relating to album content?
Jello Biafra, the lead singer of the Dead Kennedys.
What does PMRC mean?
Parents’ Music Resource Center
Parents’ Music Resource Center
Formed in 1985 by Tipper Gore and three other "Washington Wives"
Indecency
Material is indecent if, in context, it depicts or describes sexual or excretory organs or activities in terms patently offensive as measured by contemporary community standards.
Safe Harbor

-The hours between 10pm and 6am have been designated a "safe harbor"

-During this time, a radio station may broadcast indecent or profane material

-Safe Harbor NEVER applies to obscene material

The FCC

-Administrative body which reports to Congress

-Regulates interstate and international communication by radio, wire, television, satellite and cable

FCC Enforcement

-Civil Penalty

Revoke or deny reissue of licneses

Fine of up to $350,000

-Criminal Penalty

Fine and/or up to 2 years imprisonment

First Amendment Protections

-Freedom of speech comes into play in civil suits as well

-Limits claims of International Infliction of Emotional Distress

Defamation

-Private Persons

Publication of a false statement of fact which harms their reputation

-Public Figures

Knowledge that the statement was fasle; or

reckless disregard for the truth

Content Neutral Restrictions

-Speech regulated without regard to content

TIME, PLACE or MANNER restrictions

-Valid so long as:

Gov’t has a legitamte, content neutral interest; and

means are no broader than necessary

Sole Proprietor

-One person who begins doing business

-Personally liable for all actions of the company

-Independent Contractor- 1099 forms for taxes

Partnership

-Two or more people engaged in business

-Without an agreement- equal share of responsibility, profit and debt

-With an agreement- share determined by the terms of the agreement

-1065 Form for taxes, partners receive a K-I to show their share of the profits or losses

What should a Company Agreement cover?

-Ownership of assets (physical and intellectual property)

-Rights within the company (hire, fire, sign contracts, etc.)

-Dictates what happens in the event of dissolution, death or incapacity

Limited Partnership

(General Partners)

Run the business, personally responsible for liabilities.

Limited Partnership

(Limited Partners)

Invest in comapny, but have little or no control over the business. If they exercise control, they automatically become general partners.
Limited Liability Company

-Easy to form- file with the Secretary of State

-Owners are ;Members,; and all have limited liability

-File 1065 form and K-I forms

Corporation

-Complicated to form and maintain

-Owners are stockholders

_run by the Board of Directors, who are voted in by stockholders

-Limited liability for executives, no liability for stockholders

S-Corporation

-;Small; corporation

-Owners are shareholders- maximum 100 in FL

-Limited liability for executives, no liability for shareholders

_more requirements than an LLC, but less than a C-Corp

Loan Corporations

-Formed by talent to employ their services

-Corporations loan talent services to other companies

-Payment made to loanout company

Who is an employee?
Master/Servant
Borrowed Servant
Regarded as acting for the borrowing master, lending master not liable for servant’s acts.
Tort
A civil wrong for which one may be held liable
Negligence
Failure to do what what the reasonable person would do.
Intentional Torts

A civil wrong resulting from an intentional act.

It is the act that is intentional, not the harm

Assault
Putting a person in fear of imminent bodily harm
Battery
An intentional and harmful touching of another’s person without consent
False Imprisonment
Intentionally confining a person against their will, leaving no reasonable escape and lacking in legal authority

Trespass

(To Land)

Entering onto another person’s property without consent or privilege

Trespass

(To Chattel)

Interfering with or temorarily depriving another of their property, and causing little or no damage to such property
Conversion
A prolonged or permanent interference with another’s property which seriously deprives them of the value of the property
Fraud

-Knowing misrepresentation

-Intent to defraud

-Justifiable reliance

-Damages

Fiduciary Duty

Must act in the best interest of another

Arises automatically

Ratification
Once and act has been ratified, the employer may not escape liability by denying the agency relationship.
Purpose fo Antitrust laws

To protect the economy and ensure competition

-Prevent restarints on trade

-Prevent monopolies

The purpose is to protect COMPETITION, not consumers

Why does market place competition need protection?
Stimulates innovation ; efficient methods of protection
Where do antitrust laws apply?
The antitrust laws apply to virtually all industries and to every level of business.
Sherman act of 1890

Unreasonable restraints on trade

Monopolization of entire industries

Clayton act of 1914
Outlawed mergers that lesson competition
Monopolization

1. Intent to control prices or destroy competition

2. Predatory or anticompetitive conduct

3. ;dangerous probability of success; in achieving monopoly

Noncompetition Agreement
Agree not to sell competing products or services
Tying
Product sold only with another product
Grant-back Guarantee
Requires licensee to turn over any improvements made to a technology they licensed
Price Fixing
Competitiors agree to set the same price
Customer Allocation Agreement
Divide up customers to reduce or eliminate competition (by geographic area or otherwise)
Bid Rigging
Conspiring to affect the outcome of bidding
The Telecommunications Act of 1996
Big companies were allowed to buy TV and radio stations nationwide.
Payola
The act of bribing radio stations in exchange for increased airplay of certain artists or songs.
Pay For Play
Not illegal so long as listeners are told about the arrangement
BATNA
Best Alternative To Negotiated Agreement
Goals of Negotiation

Produce a wise agreement

Improve the relationship

A wise agreement

Meets legitimate interests

Resolves conflict fairly

Durable

Principled Negotiations
A better way of reaching a wise agreemnt
80/20 Rule
Spend 80% of the time listening and 20% talking
Elements of a valid contract

1. Unambiguous

2. Consideration

3. Capacity: Age, Mental Ability, Authority

4. No illegal Acts

5. Mutual Agreement

Oral Contracts
Most are valid, but often unwise
Statute of Frauds
This covers areas which have been traditionally subject to fraud
6 rules for Statute of Frauds

1.Cannot be performed within one year

2. Concerning interest in realty

3. In consideration of marriage

4. Assuming the debt of another

5. Sales of goods over $500

6. Assignment of copyright

Offer

-Offeror is the master of the bargain

-May require acceptance to take a certain form

Acceptance: Mailbox Rule
Acceptance is effective (and offer cannot be withdrawn) once it has been mailed. This may be negated by the terms of the offer.
Acceptance: Mirror Image Rule

Acceptance must be unconditional and must not change, add to, or qualify the terms of the offer.

Otherwise its a counter offer

Counter Offer
Varies the terms of the original offer
;Standard; Contracts

DO NOT EXIST

Used to assure and coax

Headings

Meaningless

Each sentence is interactive with every other

Recital
A preliminary statement in a contract explaining who the parties are, the background of the transaction, or showing particular facts why entering into contract
Rider
Attached to an agreement for live performance
Title

-Right to control and dispose of property

-The legal link between the person who owns the property and the property itself.

Warranty
An express or implied promise that something is guaranteed
Implied Warranties
Certain warrnanties are implied by law and need not be stated to be binding
Disclaimer of Warrnaties

-Disclaimers of implied warrnaties must STAND OUT from the rest of the text

-Larger font, different color and/or set apart from the rest of the text

Indmenity (aka, Hold Harmless)
A duty to make good any loss, damage, or liability incurred by another
Condition
A future and uncertain event on which the existence or extent of an obligation or liability depends
Condition Presedent
A trigger; something must happen BEFORE other obligations will arise
Condition Subsequent
Something which will cause the contract to prematurely be brought to an end without liability of either party
Covenant
A formal agreement or promise
Covenant Not To Compete
Promise that one will not engage in competitive employment or conduct during or after a term of employment
Most Favored Nations
Clause which states that the party promised this status will receive as good of a deal as anyone else
Option
A privilege that one party may or may not choose to exercise
Risk of Loss
Subject of contract may be destroyed, damaged, or die
Severability Clause
States that if any part of the contract becomes invalid due to a change in the law, the rest of the contract will remain valid and enforceable
Breach
Failure by a party to adhere to the promises set forth in the contract without justification or excuse
Material Breach
A failure so severe that it threatens the value of the whole contract
Immaterial Breach
Violation of an unimportant term or violates the contract ina minor way
Anticipatory Breach
A party expressly and unequivocally states that it will not perform a contractual duty