As discussed in class, an agency agreement can be created by estoppel. Explain. (2 points). Bill Bixby files for personal bankruptcy. Of concern is his partnership with Lou Ferigno, Ed Norton and Eric Banna in Four Hulks, a General Partnership. Bill Bixby does have a daughter, Eliza Dushku, who has expressed interest in becoming a full-partner in Four Hulks and currently is employed as the managing director of the organization. She approaches the other partners about the matter. They turn to you for advice. What are the important issues? (3 points). Palace runs a car dealership on the west side. All the sales people in the dealership are out-fitted with name tags on bright red shirts. Palace has signs all over the store which read in part: "All salesmen here at Palace Auto-mart are Independent Contractors and Palace Auto Sales assumes no responsibility with regards to the actions or misdeeds of the salesmen". On November 22 of 2017, Ahmed and Sarah come into Palace Auto-mart and strike up a conversation with Mohammed K., or at least that is what is printed on his name plate that is attached to the red shirt he is wearing. Mohammed K. shows them a car and finalizes the sale on that car all in the same day. The negotiated price of $5000 for the vehicle if cash is paid today is the price for the vehicle, plus warranty and title. After Ahmed hands over the cash to Mohammed K., Mohammed K., says he has to take the cash to the cash office and return with the paperwork and title. He never returns. After about an hour Ahmed and Sarah ask Daniela B. about the where about of Mohammed K. Daniela indicates that there is no salesperson by that name in the employment of Palace Auto-mart and that no automobile on the lot could be sold for $5000 cash in a single transaction. What options do Ahmed and Sarah have? (3 points). Rick Ramsey is a 12% holder of the outstanding stock in the Nations Fail Corporation. He is rather out spoken and has a habit of irritating many of his fellow stockholders and the board of directors. On a regular basis, Rick Ramsey demands to see the corporate financial statements and also demands to be heard during the stockholder's meetings. The Board of Directors would like to limit Rick Ramsey's participation in the process. The take a vote to deny him the ability to review the corporate financials beyond once a year, limit him to 2 minutes talking time during shareholder meetings and allow for the release of 1000 new shares of corporate stock without tell him about the sale. What important issues do you see? (4 points). What is the concept of quorum and why is it significant for both board of directors and shareholder meetings? (2 points). Shelly Long (SL) and Kelly Chamberlain-Guerrero (KCG) are partners in a very popular downtown coffee shop called Coffee 'n Talk (C'nT). They both consulted independent attorneys before negotiating and drafting a fully fleshed partnership formation agreement. Both parties contributed near equally to the enterprise in both workload and assets. The shop was very successful for many years until April of last year when KCG failed to show up to work for her shift. It is subsequently discovered that she has skipped town and moved to Brazil with her husband, Raul Patterson Guerrero, who is a notorious car thief. The employees called SL who showed up to the local to meet a host of customers, vendors and C'nT's banker. All seemed very angry. SL finds out KCG had been granting customers drinks on credit but never reporting them to the books. Now the customers would like to continue to take advantage of the credit scheme. The vendors, eight in total, all have come to discuss when they were to get paid for the last couple of month's worth of product ($40,000) and the banker wants satisfaction on an overdrawn account ($150,000). SL is completely unaware of the situation as she had indicated that the books that SL and KCG kept jointly showed everyone having been paid and satisfied. She further indicates that KCG had been taking care of the dropping off the bank checks and vendor payments for the last two months but everything seemed in order. SL then attempts to open the store safe in order to attempt to satisfy some of the outstanding debts to discover it empty. According to the books, there should have been an additional ($15,000) in the safe. SL then writes personal checks in the amount of $5000 to the vendor and promises to make good on the remaining amounts. She then seeks out her attorney to help with the other matters. The attorney indicates that selling the business would allow for the satisfaction of the debts without forcing SL into personal bankruptcy. Discuss the significant issues. (4 points). Kandy Cane and Angel Pop want to open a candy store in Sugar City that would last for until either of them gets a recording contract. They would like to operate their business as a general partnership and since they have known each since they were children, they would figure the less the amount of paperwork the better for beginning their enterprise. Both women are very good candy makers and talented but Angel is much more of a people person. Kandy on the other hand can be rather abrasive and hard to work with but does contain a singular talent for accounting. Kandy already owns a house on the edge of town that the pair would like to use for the manufacture and operations, but Kandy would like to make sure that the house remain in her name. Angel on the other hand is willing to provide 85% of the start-up money and is able to donate 60% of the man hours to run the store as Kandy is a full-time single mother. What would you suggest knowing the above with regards to the business organization? (4 points). Say an agent breaches a fiduciary duty, what remedies are available for the principal? (2 points). Demonstrate your understanding of at least two matters that MUST be documented in the Articles of Incorporation. (2 points). What is the key issue difference between actual and apparent authority in an agency agreement? (2 points). What are some key concerns about writing a corporation mission statement? (2 points)