Question
1.Abreu was involved with a new software company in Waterloo. Shares were issued to the three founders, 15 shares each at $100 per share, 45
1.Abreu was involved with a new software company in Waterloo. Shares were issued to the three founders, 15 shares each at $100 per share, 45 shares in total. Explain whether this was a legal issuance of shares pursuant to applicable securities legislation, being sure to fully explain why or why not. A few years later the same company had done well and was now a publicly traded company. Abreu's sister was now working as a Senior Vice President (SVP) of Marketing for the same company. While involved in a meeting one day she discovered that the CEO, Abreu, who was largely considered the driving force behind the company's success was going to step down in a couple of days due to a pending complaint over personal conduct. She ended up discussing it with her administration assistant following the meeting. The same assistant ended up telling her partner over dinner that evening. The partner ended up telling her co-worker the next day (all of this transpired in less than 24 hrs) who proceeded to 'short' the stock with a six figure investment (i.e., take a financial position that the stock price will drop). The dollar volume of the purchase alone was enough to trigger regulatory authorities of an abnormal trade. Further, when the stock declined in price 4 days later and the short position had a 300% return, it further triggered regulatory interest. Explain who you think may have violated securities legislation in this situation involving Abreu's sister, the SVP of Marketing and how.
2.Waterloo Landscaping (WL) provided lawn and gardening services to homes and businesses in Kitchener-Waterloo. One morning while driving the WL truck to a client's home, a stray piece of gardening equipment flew out of the back of the pick up truck onto the highway. It smashed the windshield of the car behind it which caused that car to lose control which resulted in a crash involving another three vehicles. The driver of the WL vehicle had done the standard 'walk around' check of the vehicle before leaving that morning. Assume that due to the unique circumstances no insurance covers WL but they nonetheless get sued by all the vehicle owners. What legal claim would the vehicle owners make and what arguments would they make in relation to it? Is there anything WL could argue?
3.Patel was on the board of directors of a high end golfing entertainment company (Nova Golf) that owned 3 high end golf courses in the province of Nova Scotia, all purchased from the original developer. Nova Golf made them prestige destinations by adding high end resort amenities. The three resorts are considered the best courses in that province. Patel had made a successful career as in investor in golf course development throughout the east coast of Canada through her own company (Patel Inc.). Patel happened to learn about an extremely valuable piece of real estate in the province of Quebec that would be perfect for the development of a premier golf resort. She incorporated a company and ultimately pursued the opportunity in Quebec and successfully obtained the property. The other board members for the Nova Golf company recently learned about Patel's successful purchase. At least a couple feel that Patel has not met her board obligations to Nova Golf. Explain in detail what their concern may be? What, if anything, might Patel argue to support her assertion she did nothing wrong?
4.Simon designed an entirely new way to make espresso that involved not steam, but ice, resulting in a 'cold' extraction of espresso that was quicker, cheaper, and just as delicious as traditionally made espresso. This process cannot be easily understood and repeated. Discuss the primary intellectual property considerations that Simon may consider doing in order to protect and market this idea as he attempts to develop a business case for it (i.e., a plan to make money from it).
5.The CEO of a well-known Kitchener business was dining (pre Covid) in a nice restaurant in Kitchener. The server, who was new to Kitchener-Waterloo, did not know who the CEO was. At the end of dinner the server was on break and went outside to get some fresh air. The seating host finished up the billing and took payment from the CEO and her party. This was the very last thing the host did before finishing/leaving for the day (and exiting a door different from where the server was standing). The server re-entered the restaurant from break a few minutes later only to see the CEO and the dining party had left the table and were only a couple steps from leaving the building through the front door. The server panicked (thinking they had not paid and he'd be responsible for an unpaid bill) and yelled in an intimidating way, "Get back here!!, Don't you dare try to leave without paying your bill!". Another diner, a citizen who ran multiple social media accounts, couldn't believe it and quickly took a picture of the surprised dining party and wrote a brief post titled 'fat-cat CEO runs out on restaurant bill!' Although the CEO got the situation sorted out, she is still livid with both the server and social media poster- and thinking about legal action. Other than negligence, explain in detail the possible legal claim(s) to be made by the CEO.
6.Jangesan dropped off his expensive sports car at the EuroFix auto shop (that specializes in European automobiles) on a Friday afternoon. Prior to doing so he'd contacted Phil, the owner, who had said that he was too busy to look at car on Friday, but there was a chance he might be in on Sunday afternoon and, failing that, could most definitely do so Monday morning. He indicated that only once he checked it would he be able to advise Jangesan as to what work (if any) might be needed. Jangesan had used EuroFix on prior occasions and was comfortable with this. Jangesan parked the vehicle on the shop lot right and he dropped the keys in the key dropbox and then got an Uber home. There was a history of passersby checking cars for unlocked doors and taking loose change and other assorted items that were easy and quick to grab- so the shop had a sign immediately above the keybox stating 'Remember to lock your car as we do not otherwise monitor or secure the property and assume no liability in tort!'. Unfortunately, the car was left unlocked and sometime Saturday night some trespassers opened it, were able to get it started, and drove it off the lot for a joyride. The vehicle was destroyed after it crashed, although no one else was injured. Assuming no legal obligations are created in tort law due to the signage and ignoring the possibly that insurance might cover the loss, who do you think is responsible (Jangesan thinks EuroFix should be responsible and EuroFix thinks Jangesan should be responsible). Explain what legal principle(s) you think applies, and relevant considerations related to it. You do not need to come to any conclusion.
7. Mohr incorporated and started a company that heavily relies on student labour. The federal government recently made a statement that as part of the Covid recovery effort it plans to increase minimum wages across the country to be 10% higher than the current highest rate used by a province. In other words the smallest increase will be 10% (for the province with highest hourly wage at present) but it would be more in other provinces. Mohr, among many other business owners, is very concerned about the impact of this on his business and does not support this legislation. There are also business owners that are fully supportive of the proposed legislation. Assuming Mohr is part of a group that does not support this change, what might the group do to try to do both before and, should it be passed, after to try and challenge the legislation? Explain your answer thoroughly.
8.Widgets is considering selling a product it developed that pre-release research has shown when used properly, even with appropriate warnings, could result in occasional accidents and physical injury to those using the product. In such circumstances the harm would be relatively minor as people would make an effort to consider the warning in the use of the product. However, if the product was misused either accidentally (i.e.., the warning was missed by the user) or intentionally (i.e., the user saw the warning but ignored it) the injury or harm very often would be life altering and or result in death. This would occur in just a small percentage of the overall occurrences of injury but would still occur even with a warning. There is no concern that that product will not meet profitability goals even with all of this information factored in. How would you propose that Widgets think about this particular risk issue and whether or not it should proceed with selling the product? Fully explain your thinking.
9. The Ice Creamery (IC) ordered a $20,000 storage freezer from Freezer Business. (FB). When FB delivered the freezer it initially worked, after 3 days however, it stopped working. IC ended up losing $1000 worth of product that melted, before it discovered the issue. FB is indicating that it is willing to send a technician to look at the Freezer and FB is quite confident it is a quickly fixable issue. IC's President is so angry she has demanded that FB pick up the freezer and give her back the 50% she has paid thus far. She has given them until April 17th to do so. The remaining payment from IC to FB is already due but the President has put a stop payment on the cheque (and it has been cancelled). Assuming that FB is correct and that this is a fixable issue fully explain the legal risk that IC (via its President's actions) is taking.
10. Jones owned a pizza franchise that was located in a plaza near the universities in Waterloo. She had owned the franchise for 10 years and it had generally been profitable. After a year of struggling through the pandemic she decided to sell the business. The franchisor understood and was agreeable to continuing with a new owner on all the same terms. Stevens negotiated with Jones and they eventually agreed to purchase/sell the business for $180,000. The deal was completed on April 15, 2021. Jones assured Stevens during negotiations that apart from Covid impacted 2020 she'd made an annual profit of no less than $80,000 per year. After Stevens purchased the business he found out that although the business had always sold at least $80,000 worth of pizza (i.e., revenue) every year, it wasn't the case that profit was always $80,000. In the first few years the profit had been close but somewhat below $80,000 and in the few years prior to the sale (excluding 2020) the profit had routinely been comfortably above that. Stevens is now actually concerned about future of the business if things do not get back to normal and is having significant concerns about the purchase. If Stevens wanted to try and cancel/undo the business transaction what legal concept would he rely on? Explain the argument he'd need to make to support it. How do you think Jones might legally defend against the argument made by Stevens?
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