WRITING ASSIGNMENT Papers should be 3-4 pages in length. IZ-paintfout, double spaced. with amenable margins. Do not mute tire agitation: in your paper: Hm should (a) identibv tire relemnt isms, (b) determine tire applicable rules and principles from the text, (e) analyze how the rules and principles verioally apply to tire gr'oeu set 0135165, and (d) state a concise and well-reasoned conclusion that logically rllolnr from your analysis. WORSE THAN A DIVORCE Jacqueline and Will start a new commny. They have come up wish an id. for providing fast food restaurants with technology allowing them to accept orders by cell phone. The two of them agree that Jacqueline will own 51% of the company. and Will 49%. They choose to have the business be a limited liability company called \"EUI' LLC." The initials stand for \"edge of technology.\" The appropriate \"articles of organization\" are led with the state of California, and the business is run out of Will's home. To their surprise. the business takes off. Money comes rolling in at a great pace. and both Will and Jacqueline are engaged in 60-hour work weeks. Will is the operations manager. and the one responsible for accounting and nancial matters. Jacqueline is dedicated to marketing and sales. She creates an Operating Agreement for the company, which she signs. Will has some problems with the agreement's language about voting rights and does not sign it. As time goes by. they both become busy and forget about the unsigned Operating Agreement. After 3 years. much of the business has been lost. This is due to fast food companies entering contracts with corporations larger than EUI' and which will provide basically the same service for less. Will and Jacqueline want to attract investors to their company but are told by reliable sources that investors will not be interested in investingin an [LC because such organizations are perceived as being loosely run. They therefore transier the business operations to a new entity. a new corporation called 'TCE. Inc.\" Will. Jacqueline. and two other investors will be the shareholders of TCE. Inc. with each one owning one-fourth of the outstanding shares. All four will be directors of the corporation. Both Will and Jacqueline sign Minutes of the Managers Meeting of the LDC indicating that. as of the date of signing. \"the business will be run through the corporation.\" The busine is incorporated, and new bank accounts are set up for the corporation. However. the LLC is not dissolved, so there is both a corporation and an LIE existing simultaneously. Ever since the beginning of their company. Will and Jacqueline have been feuding overlacqueline's expenses. Will has asked her on multiple occasions to quit driving to places in limousines, and spending large sums of money on fancy hotels, at company expense. Jacqueline's response is that she must look and act successful in her marketing and sales role. When the company is incorporated, Will tells Jacqueline time and again to quit her extravagant ways, or they will never attract investors to the company. By a year atter incorporation, TCE has not found any new business. Jacqueline says she is \"tired of TCE" and leaves the company. However. she does so informallywithout ormally resgning from the LLC or resigning her corporate directorship. She also does not sell her shares in the corporation. After she leaves, some new sources of business come to Will's attention, and the company begins to make a prot through contact payments from these new clients. Will does not hear anything from Jacqueline for a year and a half, when she suddenly appears and demands to reviewr all the LLC and corporation nancial information. and further demands to have access to all the corporate accounts. Will refuses because he does not trust her and suspeas that she might be trying to set up a competing business of some kind. Jacqueline claims that she \"knows" the company has been making millions of dollars, and she wants her share. She accuses Will of embezzling. When he still refuses to give her access to the accounts. she sues him for breach of duciary duty. Upon hearing of how the relationships between Jacqueline and Will have become so bitter, Will's attorney comments that \"this is worse than a divorce.\" Please answer the following questions: 1. Does Jacqueline have the right to inspect all the nancial documents for the LLC and the corporation? 2. Jacqueline demands that Will follow the Operating Agreement. which allows for both of them to take certain distributions. Will argues that he never signed the Agreement and that he has been operating the company merely on a series of 'oml understandings." Jacqueline claims that an [LC cannot operate without a written operating agreement. Is she correct? 3. Jacqueline calls an LLC Members Meeting for the rst time in years. Will refuses to attend. With "my 51% of the cmnpany,' Jacqueline passes a resolution 'rescinding\" the decision to transit! the operations of the business from the [LC to the corporation. Will tells her that she cannot simply \"undo the corporation,\" but Jacqueline claims the LLC is still legally in existence, and she accordingly can pass the resolution. Is she correct? 4. At the same LLC meeting, Jacqueline passes another resolution requiring Will to advise all clients of the business that those clients must now make payments on their contracts to the 11C instead of the corporation. Will refuses to do so. saying that this would be telling the clients to breach their contracts with TCE, Inc. Jacqueline claims that he owes her a duciary duty as a fellow manager in the LDC. Will claims that both he and Jacqueline also have duciary duties to the corporation. Which of them has the correct legal position? Can they both be right