One of the "not so simple" cases discussed in your reading is Gay Jenson Farms Co. v. Cargill, Inc. You will recall that the court in this case assessed liability against Cargill by ignoring the requirement that an agent act on the principal's behalf. The court decision cited nine factors indicating that Cargill "controlled" Warren Grain and Seed. These nine factors were:

1. Cargill's constant recommendations to Warren by telephone.
2. Cargill's right of first refusal on grain.
3. Warren's inability to enter into mortgages, to purchase stock, or to pay dividends without Cargill's approval.
4. Cargill's right of entry onto Warren's premises to do periodic checks and audits.
5. Cargill's correspondence and criticism regarding Warren's finances, officers' salaries, and inventory.
6. Cargill's determination that Warren needed "strong paternal guidance."
7. Provision of forms to Warren upon which Cargill's name was imprinted.
8. Financing of all Warren's purchases of grain and operating expenses.
9. Cargill's power to discontinue the financing of Warren's operations.

Discussion Forum Prompt:

Assume that you hold the position of Vice President for Business Operations at Cargill. The Chief Executive Officer of Cargill, after hearing about the decision in the case involving Warren Grain & Seed Co., asks for your recommendations about how Cargill should, if at all, change the way it does business to avoid liability in the future.

Your task is to discuss (i) whether any of the nine listed factors should be revised or eliminated, and/or (ii) whether, at the time a supplier like Warren becomes financially desperate, Cargill should (a) force the supplier into bankruptcy, or (b) notify all potential creditors that Cargill will not be liable for any purchases by the supplier. Your discussion should offer your business, as well as legal, judgment.