THE OBJECTIVES OF A COURSE IN BUSINESS LAW
CLYDE C. CARTER
During the past several years, both before and after the very commendable
efforts of the Ford Foundation and the Carnegie Corporation, persons inside and
outside of colleges and universities, who have a genuine and intelligent interest in
the future of higher education in America, have asked with increasing frequency:
What courses should be made available to, andwhat courses should be required of,
undergraduate students in the area of business? For the new hard look at business
curricula in general, and the offerings in business law in particular, many factors
are responsible. One of the most significant, shared by educators and the public
generally, is the worthwhile desire to improve the quality of course content in a
multitude of areas, and to eliminate courses that fail to measure up to the standard
adopted. This could be stated in terms of a most natural desire to get the most
and the best for the dollars that are spent for higher education. Another, and one
that should not be passed over lightly, is the keen competition between subject-
matter areas for students and staff, both quantitatively and qualitatively, and all
that goes with the same. A liberal arts dean, stating his case in language worthy of
an Eliot or a Butler, is far from being pleased with current trends in business educa-
tion; by the vigor and frequency of his protest, both in season and out, he under-
scores the fact that the business school is a serious competitor of what he and his
colleagues have to offer. Law school deans and professors, and even practicing
lawyers, tend to be highly critical of business school offerings in the field of law,
even though some of these professionals favor undergraduate courses in law in
colleges of liberal arts. They appear to subscribe to the view that it would not be
possible to .design a law course for a business school that would be acceptable to
them. This position is shared by many, including subject matter specialists in busi-
ness schools, who do not have a vested interest in protecting the monopolistic
position of law schools and lawyers. It would require more time and space than is
available to list all protestants, and to properly identify and evaluate their interests
in the matter. For the most part, intelligent and vigorous discussions of the role of
business education in general, and business law in particular, serve the cause of
higher education and are in the public interest. The basic requirement is for more
light and less heat.
The volume and the intensity of the current discussion of the place of business
law in_the business school curriculum clearly and forcibly indicates that our present
offerings have failed to serve the purpose for which they were intended, and that
many of the courses now being taught will either be rewritten to meet current re-
26
Tl:IE OBJECTIV ES OF A COURSE, IN .Bl)SINES.S L.I\W
quirements, or eliminated. Professors of business law, despite their inhe~nt
con-
of the legal professio n, should be among the first .t0
servatism so characteristic
recognize this, and to take appropri ate steps to meet the challeng e; The factth;tt
bu~.iness
the American Association of· Collegiate Schools of . ausiness sanctioned
AAC:SB appr vaLof the
law in 1949 gives little assurance for the future; the 0
Northwestern curriculum, which virtually eliminate s business law as .such; indiCates
that the position of this accrediting agency is rather flexible. In fact; it
rnl!ry be
AACSB may assume active leadersh ip of the forct;S that are: in~
anticipated that
ip rightfull y be-
sisting on radical changes in business law courses. This leadersh
law; if .we continu~ .to e:x;pen<l
longs to those engaged in the teaching of business
.:leader;
time and energy· in the · defense of outmoded courses, we will .fotfeit this
revisions and eliminati ons to be effected by our cole
ship, and allow the overdue
leagues in other areas.
This paper is primarily concerned with the objectives of. . a . one-: pr , two-
,in
semester course in law, whatever it may be called in the catalog\le, offered
ration, usually at the . sophomo re or junior
collegiate schools of business administ
papc;:t,
level, and required of all undergraduate students. Beyond the scope of this
need of dose scrutiny at this time, are (1) ·undergr aguate courses iq
although in
for groups outside
general law for liberal arts students ; ( 2) specialized. courses
. ( 3)
the business school such as engineers, public administrators, and others;
school for majors in accounti pg, banking, in-
specialized courses in the business
on, and ·marketin g; and ( 4) graduate -level instructi on and te.-
surance, producti
search. ·
ap-
A brief statement of the reasons for the limitations stated above may be
duate liberal arts course,_ ther: e .-is
propriate here. With reference to the undergra
nt with the position of Professo r William Zeler-
evidence of considerable agreeme
in
myer, and others, that it would be possible to design :an undergraduate offering
; this mat-
law thatwou ld meet the needs of both liberal arts and business students
business
ter is of little concern to us here, however, since there is no probability that
in the developm ent of such . a course.
law professors will be asked to partiCipate
intereste d in specializ ed law training should
Groups outside of the business school
to staff their own · courses or: to solicit assistanc e from the
be encouraged either
what they appear to. want is far differen t from ·what the business
law school;
is what
school should have to offer. A very complex problem for the business school
ng majors, etcetera , and ·.graduat e in-
to do about specialized courses for accounti
long as business schools profess to train accounta nts,
struction and research. As
under an obligatio n to provide some professio nal-legal train-
they are believed to be
to ·ac-
ing. The answer may be a series of credit or noncredit courses open :only
majoring in so~
counting majors. As for specialized courses for business students
the evidence appears to favor the elimina-
area other than accounting, the weight of
In the
tion ·of these courses, respectable .opinion to the contrary notwithstanding.
on and research, seminars in ..various phases of the legal
area of ·graduat e instructi
aspects of business , as suggeste d by Professo r Gillam, may serve a useful purpose.
"year to
The demand for such instruction may .vary from school-to school andfrom
to. staff such a course. Opening un-
year, and many schools might find it difficult
students, without materiall y redesign ing the courses,
dergraduate courses to graduate
is a glaring example of academic deception.
AMERICAN BUSINESS LAW ASSOCIATION BULLETIN
One important matter appears to require clarification here: In the act of
getting ready to prepare this paper, I read, or reread, what all the experts have had
to say on the subject, including a paper that I presented to the Detroit meeting
of the Association a few years back. Portions of what I am trying to say now have
been said better by others, including myself, on previous occasions. I am deeply
indebted to such legal scholars and superior teachers as Dillavou, Frascona, Gillam,
Lavine, Lusk, Raphael, Votaw, and many others, for portions of the views here
presented, although I am not always in complete agreement with the views of my
elders. In the preparation of this paper, I have not attempted to summarize every
significant statement that has been made on the subject. My views are indubitably
colored by the fact that, while I have been a professor of business law for more
than fifteen years, my area of interest includes political science as well as law.
For the purpose of convenience in treatment, the principal objectives of a
course in business law could be classified as ( 1) major and (2) minor. In the
former, I would include these objectives:
1. To demonstrate the relatiohship between law and economic activity by
developing in the student an awareness of legal principles involved in economic
relationships and business transactions.
2. To develop in the student an understanding of the free enterprise system
and the legal safeguards of the same.
3. To demonstrate clearly and forcibly the generally accepted, but not always
documented, proposition that law is an expression of the public will; that a law is
valid in the real sense only when it is an expression of the public will.
4. To develop in the student an appreciation of the significant role played
by the judiciary in the protection of individual liberty and private property.
5. To develop in the student habits of analytical thinking and logical reasoning
as a technique for decision-making.
6. To develop in the student acceptable attitudes and viewpoints with respect
to business ethics and social responsibility.
7. To enrich and make more meaningful the study of the other social sciences.
8. To teach some substantive law.
As minor objectives of the business law course, I would include these:
1. To assist in the improvement of the student's reading skill.
2. To develop in the student an ability to prepare and present, either orally
or in writing, an argument for or against a pre-selected proposition.
These objectives, stated simply and clearly, may not require extensive amplifica-
tion or justification. A few comments, however, might be appropriate. With the
free enterprise system, as we understand it, under rather severe attack in various
parts of the world, and in some quarters in this country, it is submitted that the
general business law course could perform a most useful service by helping the
undergraduate student understand what our legal system contributes toward the
preservation and maintenance of our economic system. Closely related is the role of
the ·judiciary in the protection of individual liberty and~ private property. Our
Federal and state courts have been under rather severe attack from lawyers and lay-
men alike during recent years ; much of the attack has been politically motivated,
and has not been in the public interest. No competent student of our legal institu-
tions would seriously contend that our judges and courts are altogether without
28
THE OBJECTIVES OF A COURSE IN BUSINESS LAW
fault in every instance, or deny to any citizen the right to comment freely and fully
on all matters of public concern. Informed criticism is preferable to uninformed
criticism. A thorough knowledge of the organization and operation of our judicial
system would make it possible for the student to properly evaluate the work of our
courts. And lastly, business ethics and social responsibility, in this day of payola,
rigged quiz shows, and deceptive advertising, deserve consideration in the general
course of business law.
Without seriously encroaching on the subject-area of other papers that will
be presented at this meeting, I should like to discuss briefly some of the important
features of a business law course that might achieve at least some of the objectives
listed above. In the first place, such a course would be designed for the· under-
graduate who might be more interested in the environmental role of law in modern
society than in a conventional "tool" course in business law where the emphasis
is on highly technical statutory rules and court decisions, and where the course,
following the traditional law-school pattern, is divided into neat little unrelated
packages of contracts, agency, sales, negotiable instruments, et cetera. In the pro-
posed course, the emphasis would be on both public and private law. Basic private
law concepts of contracts and business organizations, as suggested by Professor
Dow Votaw, would constitute the framework of the course. Classroom material
would be designed to encourage the student to view the whole of the legal struc-
ture, and not to concentrate on individual segments; conventional and traditional
textbooks and casebooks would give way to business-type cases especially prepared
for this use. Concepts, and not rules, would be emphasized; the challenge would
be to think, and not to memorize.
In order to implement the objectives listed above, some of our traditional
concepts with reference to the nature, role, and function of business law in the
business school curriculum will have to be abandoned ; it is not anticipated that
tradition, so firmly entrenched, can be bested without a long and bitter ·struggle.
While law is an important tool of management, a course in business law should
not be designed and offered as a "tool" or "service" course; if the discipline of law
has any place in the business school curriculum, it should not be offered as an ad-
junct or prerequisite to accounting, marketing, production, or any ·other major
subject area. A properly designed course in business law should be an end in itself;
it should make a worthwhile contribution to the total educative process unrelated
to any other subject area. In the next place, totally unrealistic and unacceptable is
the concept that life is a game-or that business activity is a game-and that the
· rules under which the game is played are found in the law books; the student, it
is argued, should pursue the study of business law in order to learn the rules. It is
submitted that learning limited to the memorization of rules has little place in
the business school curriculum. Equally unacceptable is the view that the business
law professor is engaged in the business of training clients, or that "preventive"
law- whatever that means- should be emphasized in the business. school. The list
of misconceptions could be extended from here to eternity, and few of them would
be worthy of serious consideration. Rare is the business law professor who does
not have one or more favorite cliches to describe the role of business law.
This pertinent question is often asked: If the proposal contained herein has any
merit, why has it not been adopted by some of the leading business schools of the
'-2.9
AMERICAN BUSINESS LAW ASSOCIATION BULLETIN
country before now? Several answers to this question are available. Even at the risk
of offending some individuals for whom I have great admiration, I propose to
deal with this matter frankly . In the first place, not all of the leading professors of
business law profess to see the need for radical changes and, among those who
favor either revision or elimination, there is little agreement as to just what should
be done. This can be documented by reviewing the articles on business law courses
that have been published in the Bulletin of the Association during recent years
In the next place, many business law professors are not full-time staff members; as
part-time staff members they seldom participate in faculty studies of the curriculum.
Thirdly, many business law professors have a vested interest in the maintenance of
the status quo. If they teach a service course, they may be hesitant to suggest a
revision of the course for fear that their colleagues in other subject areas may decide
to eliminate the offering. Others have written textbooks that are being used ex-
tensively, or they teach from a set of notes that they do not care to revise or
abandon. It may not be without significance to note that textbook writers have al-
ways been very active in the affairs of this Association, and that many of the most
significant papers have been prepared by distinguished scholars who are also the
authors of textbooks; it goes without saying that the papers seldom recommend, a
course in business law for which the textbook in question could not be used. Let
me hasten to say that I have no quarrel with the textbook writers; they are gentle-
men and scholars of integrity, and they have made significant and lasting con-
tributions to the cause. They have, also, stood in the way of progress.
I should like to summarize briefly some of the points that I have tried to
make. Opposition to the conventional and traditional capsule law-school courses,
now being offered in many business schools, is widespread. These discussions are
in the public interest even though some of them tend to produce more heat than
light. All of this underscores the fact that business law courses have failed to
serve the purpose for which they were intended. The scope of this paper is limited
to the general business law course, and much that has been said is not original.
Our interest should be directed toward the designing of a course that will empha-
size both public and private law, and give adequate attention to the basic concepts
of contracts and business organizations. Concepts are more important than rules.
For such a course, conventional textbooks and casebooks could not be used; busi-
ness-type cases would be required. Business law offerings will either be revised by
business law professors or by their colleagues in other subject-matter areas; leader-
ship in this should be assumed by those engaged in the teaching of business law.
In the profession, opposition to change comes principally from those who have a
vested interest in the maintenance of the status quo.
30
