Phineas and Ferb want to start a lemonade business. They retain you, a corporate lawyer, to advise them. They say they want the business association to bear the initial business income taxes. Phineas says he wants the ability to freely transfer his interest in the business organization if he chooses to get out of the business eventually, but Ferb does not want to be affected by Phineas withdrawing from the business. Ferb wants to limit his liability in the event of litigation, and neither of them wants to be affected in the event of the bankruptcy of the business. Neither of them wants to be very involved in the day-to-day operations of the business, although they would like to appoint the decision-makers who will guide the essential direction of the lemonade stand.

a) What are the arguments that a binding contract exists?

b) What are the arguments that a binding contract does not exist?

c) Which party will likely prevail? Explain and cite the law that supports your argument.