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PODCAST

Organized: The Business Law Breakdown

bizlawbreakdown

Organized: The Business Law Breakdown simplifies complex legal principles to make business law accessible to everyone. Hosted by Professor Seth C. Oranburg, this podcast uses real-world cases and practical contract law strategies to help business professionals, lawyers, and students master the essentials of business law. Each episode breaks down legal concepts with engaging discussions, real-world applications, and pop culture references—covering everything from the fundamentals of contracts to

business courses

All Episodes

27:02

Episode 26: Limitations on Money Damages

Organized: The Business Law Breakdown ·

2025/06/25

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

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09:55

Partnerships – Episode 7: Partnership Taxation

Organized: The Business Law Breakdown ·

2025/06/24

This episode introduces the fundamentals of partnership taxation under U.S. federal law. It explains how partnerships are treated as pass-through entities—allocating profits and losses directly to partners, who report them individually regardless of actual distributions. The discussion covers the concept of phantom income, the importance of tax basis, self-employment tax exposure, and the default and customizable rules for allocations under the Revised Uniform Partnership Act. The episode also

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08:26

Partnerships – Episode 6: Disassociation and Dissolution

Organized: The Business Law Breakdown ·

2025/06/24

This episode explains the legal framework for partner exit (disassociation) and business termination (dissolution) in general partnerships under the Revised Uniform Partnership Act (RUPA). It outlines the events that trigger disassociation—voluntary or involuntary—and distinguishes between rightful and wrongful departures. It also examines how dissolution initiates the winding-up process, including asset liquidation, debt repayment, and final partner distributions. The role of partnership agreements

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06:35

Partnerships – Episode 5: Fiduciary Duties

Organized: The Business Law Breakdown ·

2025/06/24

This episode examines fiduciary duties in general partnerships under the Revised Uniform Partnership Act (RUPA). It introduces the core duties of loyalty and care, including specific obligations such as avoiding conflicts of interest, refraining from self-dealing, and exercising reasonable diligence in decision-making. The episode also discusses the obligation of good faith and fair dealing as a baseline standard in partner conduct. Practical examples illustrate how these duties operate in business

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07:35

Partnerships – Episode 4: Entity or Aggregate?

Organized: The Business Law Breakdown ·

2025/06/24

This episode introduces the Entity Theory of Partnerships as codified in the Revised Uniform Partnership Act (RUPA). It traces the historical shift from the aggregate theory—treating partnerships as collections of individuals—to the modern view of partnerships as distinct legal entities. The episode explains how this change affects property ownership, contractual capacity, and litigation, allowing partnerships to own assets, enter contracts, and sue or be sued in their own name. It also discusses

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09:59

Partnerships – Episode 3: Partners’ Agency and Authority

Organized: The Business Law Breakdown ·

2025/06/24

This episode examines how authority operates in general partnerships under the Revised Uniform Partnership Act (RUPA). It explains the dual role of partners as both co-owners and agents, and how that affects the ability of each partner to bind the partnership to transactions. The discussion covers actual and apparent authority, including how authority can arise from the partnership agreement, past practice, or reasonable third-party perceptions. It also addresses limitations on authority, such as

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09:37

Partnerships – Episode 2: Default Governance (Flat...

Organized: The Business Law Breakdown ·

2025/06/18

Why do partnership laws assume everyone gets an equal vote—and an equal share—no matter how much they contribute? In this episode, we explore the “flat and equal” default rules that govern general partnerships under the Revised Uniform Partnership Act (RUPA). Professor Seth C. Oranburg breaks down how profits, losses, and management rights are divided by default, why these rules exist, and how they can lead to surprising results. We’ll also examine the practical implications for lawyers advising

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11:32

Partnerships – Episode 1: What Are Partnerships?

Organized: The Business Law Breakdown ·

2025/06/11

In this kickoff episode of Season 4 of Organized: The Business Law Breakdown, Professor Seth C. Oranburg explains the basics of general partnerships: how they form, what makes a partnership under the law, and why these rules matter. Through practical examples, Professor Oranburg highlights how partnerships can arise by accident, the unique legal risks partners face (including unlimited liability), and why a written partnership agreement is so important. Perfect for students and professionals who

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06:17

Economic Analysis of Agency Law – Episode 10: The Big...

Organized: The Business Law Breakdown ·

2025/06/04

In the final episode of our series on the economic analysis of agency law, Professor Seth C. Oranburg brings together all the insights from our journey. Reflecting on the whimsical yet instructive tale of Hotch Hotch, he recaps how delegation—while essential for progress—introduces challenges such as transaction costs, misaligned incentives, and conflicting interests. This episode reviews how tools like fiduciary duties, bonding, and effective monitoring work together to build trust and foster

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07:23

Economic Analysis of Agency Law – Episode 9: Managing...

Organized: The Business Law Breakdown ·

2025/05/28

In Episode 9, Professor Seth C. Oranburg tackles one of the thorniest challenges in agency relationships: competing interests. Delegation is meant to align the goals of principals and agents, yet conflicts often arise—whether between a bold, entrepreneurial agent and a cautious counterpart or among multiple agents with divergent priorities. Using the vivid metaphor of Hotch Hotch, where the mayor must choose between Fox and Sox’s ambitious proposal to expand the hive and Horton’s conservative vision

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19:32

What Is Crypto, Anyway? A Functional Framework for...

Organized: The Business Law Breakdown ·

2025/05/26

Crypto isn’t a single thing—it’s a stack of different financial functions built on the same underlying technology. In this talk, Professor Seth Oranburg breaks down what so-called “crypto” assets actually do—raise capital, act like money, enable access, or support governance—and explains why each function demands a different legal response. Rather than treating all tokens alike, Oranburg argues that regulation should follow economic function, not technological form. With wit and clarity, this talk

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06:25

Economic Analysis of Agency Law – Episode 8:...

Organized: The Business Law Breakdown ·

2025/05/21

In Episode 8, Professor Seth C. Oranburg explores how delegating authority can spark entrepreneurship within agency relationships. He demonstrates that while delegation offloads tasks, it also creates opportunities for innovation—and introduces risks that must be carefully managed. Using the lively metaphor of Hotch Hotch, where the mayor experiments with a bold idea from Fox and Sox to decode the bees’ buzz patterns, Professor Oranburg illustrates the promise and pitfalls of entrepreneurial agency

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08:40

Economic Analysis of Agency Law – Episode 7: Aligning...

Organized: The Business Law Breakdown ·

2025/05/14

In Episode 7, Professor Seth C. Oranburg explores the concept of economic bonding—a crucial tool principals use to align incentives with their agents. Far beyond casual camaraderie, bonding serves as the “glue” that binds the principal-agent relationship, reducing risks and transaction costs by tying an agent’s rewards to the principal’s goals. Using the colorful metaphor of Hotch Hotch, where the mayor experiments with a performance-based bonus system for his Watchers, Professor Oranburg

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07:43

Economic Analysis of Agency Law – Episode 6: Trust &...

Organized: The Business Law Breakdown ·

2025/05/07

In Episode 6 of Season 3, Professor Seth C. Oranburg explores the powerful yet fragile roles of trust and reputation in agency relationships. He explains how these intangible assets act as the “invisible glue” that holds delegation together—reducing transaction costs, fostering efficiency, and enabling agents to operate with greater autonomy. Drawing on the whimsical tale of Hotch Hotch, where the mayor launches a town-wide reputation building program (complete with the coveted Golden Watcher

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07:29

Economic Analysis of Agency Law – Episode 5: When...

Organized: The Business Law Breakdown ·

2025/04/30

In Episode 5 of Season 3, Professor Seth C. Oranburg explores the dramatic fallout when fiduciary duties are breached. Using the whimsical yet cautionary tale of Hotch Hotch—where a Watcher named Sylvester McMonkey McBean exploits the system for personal gain—Professor Oranburg illustrates how a single breach of loyalty can trigger cascading economic disruptions. He breaks down key concepts such as moral hazard and residual loss, showing how breaches not only shatter trust but also inflate

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07:37

Economic Analysis of Agency Law – Episode 4: Rules...

Organized: The Business Law Breakdown ·

2025/04/23

In Episode 4 of Season 3, Professor Seth C. Oranburg delves into fiduciary duties—the economic tools that underpin agency relationships. In this episode, he explains how these core obligations—duty of care, duty of loyalty, and duty of obedience—work to build trust, reduce transaction costs, and mitigate uncertainty in delegation. Using the whimsical metaphor of Hotch Hotch, where a beleaguered mayor implements fiduciary duties to rein in overzealous Watchers, Professor Oranburg illustrates how

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09:33

Economic Analysis of Agency Law – Episode 3: Costs...

Organized: The Business Law Breakdown ·

2025/04/16

In Episode 3 of Season 3, Professor Seth C. Oranburg takes a deep dive into the complex economics behind delegating authority. What might appear to be a simple transfer of power unfolds into a nuanced analysis of how delegation both streamlines operations and generates hidden transaction costs. Drawing on insights from economic giants like Frank Knight, Joseph Schumpeter, and Israel Kirzner, Professor Oranburg explores key questions: Does delegating authority reduce overall transaction costs, or

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07:46

Economic Analysis of Agency – Episode 2: How to Bond...

Organized: The Business Law Breakdown ·

2025/04/09

Welcome back to our series on economic analysis of agency law. In this episode, Professor Seth C. Oranburg tackles one of the core challenges in agency relationships: what to do when agents don’t perform as expected. Whether it’s a contractor who overstays their welcome or an employee missing critical deadlines, principals must find effective ways to ensure that delegated tasks are completed in their best interest. Drawing on real-world analogies—from the classic case of a kitchen remodel gone awry

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10:55

Economic Analysis of Agency Law: Episode 1 – Welcome...

Organized: The Business Law Breakdown ·

2025/04/02

In the premiere episode of Season 3 on the Economic Analysis of Agency Law, Professor Seth C. Oranburg invites you into an engaging exploration of how delegation, trust, and incentives shape our everyday interactions. Far from dry academic theory, this episode uses a playful yet insightful metaphor inspired by Dr. Seuss’s imaginative world of Hotch Hotch to illustrate the principal-agent problem. Whether you’ve ever hired a contractor, managed a team, or taken an Uber, you’ve encountered agency

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02:33

Agency Law – Episode 7: Review of Agency

Organized: The Business Law Breakdown ·

2025/03/26

In this concluding episode of our agency law module, Professor Seth C. Oranburg reviews and ties together the key principles we’ve explored—from the foundational elements of agency (consent, control, and acting on behalf of the principal) to the nuances of actual versus apparent authority, fiduciary duties, and the termination of agency relationships. He also revisits the doctrines of estoppel and ratification, explaining how these concepts protect third parties and bind principals even when formal

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102 results

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