Use the IRAC method to answer, by stating the issue, the rule, application and conclusion

FORUM DESCRIPTION Respond to the following questions. Do not create separate threads for each; instead, respond to both in a single post. Be sure to use the IRAC method when responding to both questions. Please change the subject line of the post to your name. 1. You are a partner in Mega Motors, a general partnership that buys, restores, and resells automobiles. You and the other two partners, Jin and Carey, operate under a written partnership agreement that gives all three partners an equal say in management; however, any single expenditure over $5000 must be approved by at least two partners. Carey enters into a contract to purchase a motorbike without notifying you or Jin. One week later, the motorbike arrives with an invoice, indicating a purchase price of $6200. Neither you nor Jin believes that this is a purchase that will benefit the partnership. You call the seller to try to cancel the contract, but the seller refuses and demands immediate payment, per the terms of the invoice. Is the partnership liable for Carey's purchase? 2. You are a substantial, but minority, shareholder in Alpha Corp. For years prior, the board of directors had a standing resolution calling for a 3% dividend. Members of Alpha's board want to expand operations by purchasing property in Texas. The Board's accountant notifies it that they can raise the revenue to purchase the property by eliminating the 3% dividend. The accountant opines that eliminating the dividend will also supply capital in the future, allowing Alpha further expansion. The Board passes resolutions dropping the 3% dividend and authorizing the CFO of the company to purchase the Texas property. Upon receiving notice of the resolutions, you make a written demand to the Board to reinstate the dividend. You explain that your primary reason for your investment in Alpha was the dividend. You receive no response. The value of the shares falls very quickly, as other shareholders are turned off by the Board's decision to drop the dividend. Your shares are now worth less than half of what they were at the time you purchased them. Would a court find the Board liable for breaching fiduciary duties to the corporation? Grading Information