Scenario

You landed the job of your life as a paralegal at a law firm that handles business organizations' law in Indiana. The law firm has decided to represent Lucy Ricardo with all her business organization's legal needs, and you are tasked with reviewing new client cases. Your supervising attorney has requested that you work on Lucy's file to ensure all of the paperwork is organized and to research and draft any documents as necessary. Lucy Ricardo and Ethel Mertz owned and managed a lemonade stand business selling freshly squeezed lemonade in front of Lucy's house. Their sales grew so quickly that they eventually leased a retail space in their local mall food court and named their lemonade business Ricardo and Mertz Lemonade Squeezy Stand (RM). Your supervising attorney asked you to review the legal issues involving Lucy Ricardo and her business needs as it relates to the information below and report your findings to the team:

• Lucy and Ethel contributed equally $500 towards the capital of the business.
• Lucy and Ethel did not have anything that was written formally declaring that they were general partners. Lucy wanted to seek advice about what paperwork would need to be filed with any federal, state, or local agencies about the partnership.
• Lucy and Ethel carried on their lemonade business as co-owners who shared the profits and losses.
• Lucy and Ethel took out a loan from the bank to cover expenses.
• Ethel liked spending time with Lucy and did not intend for them to be in a partnership. Ricky Ricardo saw how well the business was doing and asked Lucy to go into the lemonade stand business with him.
• Lucy and Ricky secretly opened a lemonade stand in the same mall. Lucy used the lemons from her business with Ethel without Ethel's knowledge for her business with Ricky. They named their business Ricardo and Ricardo Lemonade Fresh Squeeze Stand (RR) to compete with Ethel and Lucy's business as a limited liability partnership (LLP). They have a limited partnership agreement that is silent regarding multiple issues.
• Lucy only worked one day a week at the lemonade stand with Ethel (RM) and worked six days a week at the lemonade stand with her husband Ricky (RR).
• Ethel became upset with Lucy and intentionally lit the business's commercial lemon juice extractor machine on fire, destroying the machine and causing smoke damage to the interior of the food court. As a result, all lemonade would now have to be squeezed by hand, decreasing daily sales.
• The mall's senior manager sued Lucy, Ethel, and RM for the damages caused by the fire.

Ethel did not properly account for any profits on the days that Lucy did not work at the RM Lemonade Stand and secretly put any profit acquired on those days into her personal checking account.

Draft a Partnership Dissolution Agreement

Scenario: Lucy has returned to the law office as a client to seek additional advice regarding her business with Ethel. She no longer wants to continue to be in a partnership with Ethel. Your supervising attorney sent you an email requesting you draft a partnership dissolution agreement for Lucy regarding the Ricardo and Mertz Lemonade Squeezy Stand (RM) with Ethel.

Email Message

Sent: March 15, 2:00 PM

From: Supervising Attorney &..y@businesslaw.com

To: Research Paralegal &..l@businesslaw.com

Subject: Lucy Ricardo's Partnership Dissolution

Dear Research Paralegal,

Please include the following issues in the partnership dissolution agreement.

• Partnership Name: Ricardo and Mertz Lemonade Squeezy Stand (RM).
• Lucy Ricardo Address: 1234 Little Ricky Lane ( Bloomington, Indiana, and 47404)
• Ethel Mertz Address: 9876 Babalu Drive (Bloomington, Indiana, and 47404)
• RM Cash on hand: $3,000
• RM Assets: Refrigerator ($2,000), Lemon hand squeezer ($300), tables & chairs ($4,000), general supplies and equipment ($5,000), and Fresh Lemons ($600).
• RM owes $3000 to the food court for leased space.
• RM owes Lemon Supply $400 for fresh lemons.
• Review and analyze the applicable case and statutory laws for Indiana to legally terminate a partnership.
• Review and analyze the laws in Indiana for partnership dissolution, winding down a business, and termination of a partnership. Support all responses with relevant legal authorities.
• Identify any considerations related to the scenario on how Indiana law(s) treats the dissociation and/or dissolution of a business.

Regards,

Supervising Attorney, Esq.

Lucy has asked the law firm to assist with ending the business relationship with Ethel regarding RM and to consider the issues and relevant state laws in terminating the partnership.Research the forms in INDIANA and use an appropriate template to prepare a partnership dissolution agreement using the facts in the scenario above. When drafting the partnership dissolution agreement, please include the following:

• Identify an inventory of the assets from Lucy and Ethel's Partnership.
• List Lucy and Ethel's partnership obligations and debts.
• Describe the process for distributing any remaining assets to the partners.
• Examine the relevant state laws (Indiana) and outline a plan for the dissolution of RM.
• Review the state's applicable laws (Indiana) and discuss a process for the liquidation of RM.