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Questions and Answers of
Business Law
To say that an organization is “taxed as a partnership” or “not a taxable entity” is simply a euphemism for saying that it is not taxed at all. Some commentators argue that organizations
1. Did Drs. Shawe and Badawy misappropriate trade secrets from PID?2. What did the defendants take from PID?3. Can a list of patients be a trade secret?
But does it make sense for some forms of organizations, such as C corporations, to pay taxes while S corporations and LLCs do not?
1. What did Pollack have to do to qualify his patient list as a trade secret?2. Had Pollack done this?
Traditionally, law firms and accounting firms were partnerships in which each partner faced unlimited liability for the partnership’s debts. The partnerships themselves were not taxable entities.
Did Perry violate the Uniform Trade Secrets Act?
1. What was Morlife trying to protect?2. Why shouldn’t Perry be allowed to compete with his former employer?3. What does one have to do to protect trade secrets?
Are Costello and Giordano personally liable to Ridgaway’s estate?
1. Did Morlife meet these two criteria?2. If, rather than taking the business cards with him, Perry had memorized the customers’ names and phone numbers, would the court have allowed him to use the
Match the following terms with their definitions:___ A. Easement___ B. Fee simple defeasible___ C. Adverse possession___ D. Fixture___ E. License1. Temporary permission to enter upon another’s
1. Are members of an LLC personally liable for the debts of the business.2. Isn’t it obvious, then, that the court should grant the motion for summary judgment?3. Isn’t the whole point of an LLC
True or False:1. The owner of a fee simple absolute could lose the property if she uses it in a prohibited manner.2. If one joint tenant dies, his interest in the property passes to surviving joint
1. CPA QUESTION: On July 1, 1992, Quick, Onyx, and Nash were deeded a piece of land as tenants in common. The deed provided that Quick owned one half the property and Onyx and Nash owned one quarter
1. Were the two defendants negligent that night?2. What could the defendants have done to protect themselves against suit?3. Is their status as LLC members useless?
In 1944, W. E. Collins conveyed land to the Church of God of Prophecy. The deed said: “This deed is made with the full understanding that should the property fail to be used for the Church of God,
Mark Wasser negotiated to purchase a 67-year-old apartment building from Michael and Anna Sasoni. The Sasonis told Wasser that the building was “a very good building” and “an excellent deal.”
Is a member personally liable for a debt of an LLC that was caused by his own negligence?
Was the cattle scale a fixture?
1. Why did the Gladstone law firm sign a promissory note to Anthony?2. Was Blum personally liable for his malpractice?
1. What is a fixture?2. What could Freeman have done to avoid this?
The manufacturer of the scale testified that the scale was designed to be moveable, why was this not enough for the court to find that the scale was not a fixture?
Then why isn’t Blum liable to Anthony in this case?
What facts did the court rely on the show the scale had been adapted to become a permanent part of the property?
1. Did Red Bluff violate the terms of the grants, so that the property must now revert to Walton?2. The court says nothing about the property's worth. How do we know it was valuable?
Does Lieberman have a right to any financial data about Wyoming.com?
How could Red Bluff have avoided losing its land?
1. Does Mr. Lieberman want to be a part of this LLC any longer?2. This seems like a crazy result: forcing a person to remain a member of an LLC but not allowing that person to receive the value of
Did the easements relieve AP&L from liability for flooding?
1. The plaintiffs presented an affidavit from a water control expert, Dr. Daryl B. Simmons, stating that AP&L operated the dams in an unreasonable, negligent manner, did not properly monitor the
According to the court, why can’t Mr. Lieberman withdraw from Wyoming.com?
1. Why does it not matter whether AP&L was negligent?2. The landowners also argued that what AP&L really had were exculpatory clauses. What is an exculpatory clause?
The landowners argued that the law often disfavors exculpatory clauses as a matter of public policy, and the court should therefore refuse to enforce these agreements. Comment.
Does the corporate doctrine of piercing the corporate veil apply to LLC’s? Should Hardie be personally liable for TPO’s debts?
1. How would you rule?2. What issues might arise in enforcing the injunction?3. Are the Johnsons allowed to park a tall mobile home or bus on the easement property?
Does this mean that the Tropes have to tear down their house?
If Hardy was the only member of the LLC, why does it matter that he used LLC money to pay for his personal expenses?
Did the Hersheys adequately inspect the house? Was a warranty of habitability in effect 12 years after construction?
Piercing the corporate veil is a very difficult argument to win and courts usually warranted in extraordinary circumstances. Why do you think that is so?
1. How was Rich Rosen supposed to notify the Hersheys about the defective stucco, when there had been no problems?2. Why is Rosen liable?3. Rosen never met the Hersheys or spoke with them. How can he
Most states now impose an implied warranty of habitability on a builder who sells a new home. Is such a warranty fair?
Why would anyone choose to form a partnership?
What steps should a builder take to avoid liability on new houses?
Should the legislature pass this bill? Why shouldn't the buyer be expected to do some intelligent checking on her own?
If a partnership (or any other nontaxable entity) with three partners (or members) earns $60,000 in a year, how much will each partner “take home”? What if, instead of being partners, they were
Isn't it unrealistic to expect a seller to disclose information that may decrease the selling price?
Did Gentry violate his fiduciary duty when he bought partnership property without telling his partner?
Explain the difference between the duty to disclose and the implied warranty of habitability.
Was there sufficient evidence that Brooks breached his duty to disclose?
1. Why didn’t Gentry tell Marsh he wanted to purchase the two horses?2. Marsh agreed to the price for the private sale of Excitable Lady. Why would Marsh care whether he sold to a partner or to a
Did the Rays acquire title by adverse possession?
1. This case is based on the doctrine of adverse possession. What is that?2. This is crazy! Why should someone get title to land by cheating?3. This case perfectly proves the merit of the policy. How?
1. What damages would Gentry be required to pay?2. How would you measure profits in this case?
1. What did these two partners want the court to do?2. Did they ask the court to dissolve the partnership?3. What did the court decide?
1. Does the court have the right to do that, when neither partner has asked for a dissolution?2. So what is the moral of the story?
1. In theory, are Andersen partners personally liable for the debts that Andersen incurred in connection with the Enron case?2. If you were a creditor of Andersen, what case would you make that some
Were Gaus and West personally liable for payments due under Smith & West’s lease?
Smith & West registered as an LLP once. Why does it matter that it didn’t continue to renew its registration?
1. What is the difference between a limited partnership and a limited liability limited partnership?2. Have any states yet passed the revised version of the Uniform Limited Partnership Act that
Twenty years ago, the accounting partnership of Stevens, Thomas & Ginsburg became a professional corporation. They were the first in their area to make this change, and they sometimes bragged
Match the following terms with their definitions:___ A. Duty of loyalty___ B. Duty of care___ C. Promoter___ D. Incorporator___ E. Registered agent1. Requires managers to act in the best interests of
True or False:1. A corporation can be formed in any state or under the federal corporate code.2. Shareholders and stockholders are the same thing.3. Most companies use a very broad purpose clause in
Multiple-Choice Questions1. A promoter is liable for any contract he signs on behalf of a corporation before it is formed, unless:A. The corporation adopts the contract.B. The promoter notifies the
Michael Ferns incorporated Erin Homes, Inc., to manufacture mobile homes. He issued himself a stock certificate for 100 shares for which he made no payment. He and his wife served as officers and
Davis Ajouelo signed an employment contract with William Wilkerson. The contract stated: “. . . whatever company, partnership, or corporation that Wilkerson may form for the purpose of
Edgar Bronfman, Jr., dropped out of high school to go to Hollywood and write songs and produce movies. Eventually, he left Hollywood to work in the family business—the Bronfmans owned 36 percent of
Angelica is planning to start a home security business in McGehee, Arkansas. She plans to start modestly but hopes to expand her business within 5 years to neighboring towns and, perhaps, within 10
Is Hardy personally liable on the contract with Southwestern Bell?
1. What does d/b/a mean?2. What could Hardy have done, at the time he entered into the contract to have avoided personal liability?
1. Do you think Hardy ever intended to for a corporation?2. Then how is this result fair?
If you asked your students to do the interview project (listed above under Suggested Additional Assignments), now is a good time to find out their results. You might want to put a chart on the board,
Was Ergon Energy Corporation’s name too similar to Ergon, Inc.?
What about federal trademark law? Under trademark law, no one can use a mark which “is likely to cause confusion, or to cause mistake or to deceive.”
1. So what is the moral of this story?2. If you asked your students to complete the first research project (listed above under Suggested Additional Assignments), ask them now what they found out
What issues should Lou and Dora consider?
Why does this issue matter?
Can Brooks pierce the corporate veil? Is Becker personally liable for the debts of the corporation?
1. Why is piercing the corporate veil an “extraordinary remedy?”2. What happened to the assets of Becker Interiors?
But if Becker is the sole officer, shareholder, and director, isn’t Becker Interiors sort of like a sole proprietorship? So, shouldn’t Becker be able to use the money that way?
1. Joel Ross was held personally liable for his failure to pay employees’ union dues. Would his wife have been personally liable if she were a shareholder of the company, but was not involved in
Why the difference?
Were the payments to Allen protected by the business judgment rule?
What are the requirements?
But the rule requires the possessor to demonstrate continuous possession for the statutory period. This family only showed up in fair weather, for a month.
Are such ordinances good or bad?
Match the following terms with their definitions:___ A. Warranty of habitability___ B. Tenancy at sufferance___ C. Periodic tenancy___ D. Constructive eviction___ E. Tenancy at will1. Landlord’s
True or False:1. A landlord must maintain an apartment in compliance with the state’s building code, unless the lease specifically exempts that particular unit.2. A landlord could be liable for a
1. CPA QUESTION: Which of the following forms of tenancy will be created if a tenant stays in possession of the leased premises without the landlord’s consent, after the tenant’s one-year written
Lisa Preece rented an apartment from Turman Realty, paying a $300 security deposit.Georgia law states: “Any landlord who fails to return any part of a security deposit which is required to be
Philip Schwachman owned a commercial building and leased space to Davis Radio Corp. for use as a retail store. In the same building, Schwachman leased other retail space to Pampered Pet, a dog
Were the occupants tenants at will, entitled to a 30-day notice to quit before eviction?
1. The court discusses “squatter” status, a tenancy at will, and a tenancy at sufferance. Who cares which applies here?2. What can the Utseys acquire?3. What does it mean that a tenancy at will
What is a notice to quit?
The court says that these occupants cannot in fact be tenants at sufferance. Why not?
1. What conduct here created the tenancy at will?2. The Utseys never paid any rent. How can they be tenants?3. Does this mean anyone can live rent free?
Was Barnett-Zauner obligated to give reasons for evicting the Ahrenses?
1. Were the tenants entitled to such large damages?2. Other than that, was the landlord a pretty decent guy?
How can the landlord be defaulted when in fact he was in court, arguing the case?
Name some or all of the rules of law that this landlord broke.
1. What are the rules of Boulevard Shoppes?2. What is the moral of this case?
1. Was Lawrence entitled to double damages and attorney fees based on Regent’s failure to pay interest on the pet deposit?2. Why such a harsh penalty?
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