Organized: The Business Law Breakdown

Episode 26: Limitations on Money Damages

This lecture explains the common law doctrines that limit how much money a court will award for breach of contract. Foreseeability asks whether the loss was within the parties’ contemplation at the time of agreement. Certainty asks whether the plaintiff can prove the amount with sufficient precision. Mitigation asks whether the injured party could have avoided the harm through reasonable efforts. Together, these doctrines draw the boundary of expectation damages.
The video walks through Hadley v. Baxendale, Restatement (Second) § 351, § 352, and UCC §§ 2-715, 2-712, and 2-718. It uses concrete examples involving airplane parts, startup ride-sharing scooters, bottling delays, and brewery supply chains to illustrate how courts analyze direct and consequential damages. The discussion closes with a framework for drafting enforceable liquidated-damages clauses, including the two-prong reasonableness test and how such clauses interact with other limitations doctrines.

Unwrapping Warranties: Promises and Protections in Contract Law

In this episode of Organized: The Business Law Breakdown, Professor Seth C. Oranburg dives into the world of warranties under the Uniform Commercial Code (UCC), exploring how these legal promises protect buyers and hold sellers accountable in sales of goods. Drawing from key principles in Contract Law: Rules, Cases, and Problems (2nd Edition), we break down express warranties, the implied warranty of merchantability, and the implied warranty of fitness for a particular purpose, with real-world examples and hypotheticals to illustrate their application.
We analyze landmark cases like Doherty v. Ash, where a jeweler's appraisal letter created an express warranty for "finest quality" diamonds, and Tyson v. Ciba-Geigy Corp., highlighting reliance in implied fitness warranties for specialized needs like crop protection. Plus, we discuss how sellers can disclaim warranties—clearly and conspicuously—to balance risks, while touching on policy goals of efficiency, trust, and fair bargaining as outlined in the Restatement (Second) of Contracts and UCC Article 2.
Whether you're a student prepping for exams, a professional navigating sales disputes, or just curious about the promises behind everyday purchases, this episode equips you with tools to spot warranty issues and understand their economic impact. Tune in for engaging what-if scenarios, practical insights, and a reminder that in contract law, words (and silences) carry real weight. Subscribe for more breakdowns on contract fundamentals!

Corporations – Episode 1: Why Corporations Exist

In this introductory episode of the Corporations module, Professor Seth C. Oranburg explores the fundamental reasons corporations dominate modern business. He breaks down key features like limited liability, perpetual existence, and specialized management, while highlighting Delaware's role as the premier jurisdiction for incorporation. Ideal for students and professionals studying business law and entity formation.

Corporations – Episode 3: Corporate Finance

Join Professor Seth C. Oranburg as he explains how corporations raise capital through equity (stock) and debt. Covering topics like common vs. preferred stock, capital structure, dividends, and real-world examples from companies like Tesla and Apple, this episode also touches on legal rules from Delaware law and landmark cases like Dodge v. Ford. Perfect for grasping the basics of corporate funding in business associations

Corporations – Episode 2: Corporate Charter and Bylaws

Professor Seth C. Oranburg dives into the foundational documents of a corporation: the certificate of incorporation (or charter) and bylaws. Learn about essential elements like corporate names, stock structures, business purposes, and registered agents, plus common pitfalls such as defective incorporation and the ultra vires doctrine. This episode is a must for understanding corporate formation in Delaware and under the Model Business Corporations Act.

Corporations – Episode 4: Corporate Governance Basics

Professor Seth C. Oranburg provides an overview of corporate governance, focusing on the roles of shareholders, directors, and officers. He discusses fiduciary duties of care and loyalty, the separation of ownership and control, and key legal frameworks like Delaware General Corporation Law. This episode previews deeper topics in governance, making it essential for business law learners.

Corporations – Episode 5: Shareholder Limited Liability and Piercing the Corporate Veil

In this episode, Professor Seth C. Oranburg examines limited liability—one of corporations' core superpowers—and when courts "pierce the veil" to hold shareholders personally liable. Covering alter ego theory, undercapitalization, fraud, and factors like commingling funds, he draws on cases and Delaware's strict standards. A critical listen for understanding corporate protections and risks.

Corporations – Episode 7: Corporate Separation of Ownership and Control

Explore why separating ownership from control is a feature, not a bug, in corporations with Professor Seth C. Oranburg. He contrasts this with partnerships, critiques pure shareholder democracy, and explains how it enables specialized management and efficiency. Drawing on historical insights from Berle and Means, this episode is key for corporate governance studies.

Corporations – Episode 8: The Future of Corporations

In the season finale, Professor Seth C. Oranburg speculates on the future of corporations, including AI in boardrooms, ESG pressures, public benefit corporations, and decentralized autonomous organizations (DAOs). He recaps the module's themes—limited liability, perpetual existence, and ownership-control separation—while noting innovations in Delaware and beyond. A forward-looking wrap-up for business law enthusiasts.

Mastering LLCs – Episode 1: What Are Limited Liability Companies?

In this opening episode, Professor Seth C. Oranburg introduces limited liability companies (LLCs) as a flexible hybrid between partnerships and corporations. He covers their history, key features like limited liability, pass-through taxation, and contractual freedom, plus comparisons to other forms and a season overview. Perfect for understanding why LLCs are popular for modern businesses.