Discussion 5: Business Organizations

Tony Montana and Frank Slade are partners of a law firm. Last year, each of them earned more than $200,000 of net income from the partnership and, consequently, is taxed at the top personal tax rate. Both Tony and Frank have spouses who have minimal taxable income.The firm has two major assets: office premises/real property valued at $350,000 and office equipment worth $20,000. The Law Society requires lawyers to operate their law practice as sole proprietorships, general partnerships, LLPs or professional corporations , so clients can make them personally liable for professional negligence. However, assets used by a law firm do not need to be owned by the partnership, sole proprietorship or professional corporation. Tony and Frank would like to minimize the risk of financial loss arising from lawsuits by disgruntled clients. As well, to minimize tax, they would like to shift some of their income to their spouses. How should the business be structured?

Discussion 6: Debt and Creditor Relationships

Phil Dunphyhas an alpaca farm where he raises thoroughbred horses to race. Philnegotiated a loan in the amount of $200,000 from Canada Trust for buying horses and equipment. Canada Trust took a security interest in all of Phil's present and future assets under a general security agreement. Canada Trust registered its security interest by filing a financing statement on July 15, 2018 under the Personal Property Security Act.A year later, Phil needed a new pickup truck for his business. He negotiated a loan of $20,000 from Commerce Bank to buy a new truck. The bank took a chattel mortgage on the truck to secure the loan. Phil took delivery of the truck on August 1, 2018.The bank registered its security interest in August 30, 2018. A few months later,Phildefaults on his obligations to Canada Trust and Commerce Bank. Both Commerce Bank and Canada Trust claim that its security interest has first priority to the pickup truck. Who is entitled to seizethe pickup truck and why?

Discussion 7: Intellectual Property & Patents

Harvard College Researchers developed a process which they could create genetically modified transgenic mammals whose genomes are altered by a cancer promoting gene (called an active oncogene). What resulted was a genetically modified mouse that had a cancer promoting gene which could be used for future study given they are highly susceptible to carcinogins. Comment as to whether this genetically modified mouse would be patentable subject matter or not - and why.