Your responses should address all parts of the fact set presented below and should be written as if to a senior manager: professional language, concise responses, and explanation of legal topics that your manager probably does not know in detail. You might consider ways to adopt the "IRAC" (issue, rule, analysis, conclusion) format to ensure that analysis is not overlooked, butanswer each question in turn(do not list all issues, then all rules, etc). In most cases, there are multiple reasonable answers to the question prompts, as long as your position is supported.

Facts

You are the operations manager and key strategic thought partner for Robert Russell, whose company, Squint, Inc., owns commercial real estate and a couple of small businesses in the Dallas area. Russell is considering the purchase of the Rose Garden Landscaping Center, which is currently owned by Daniel Wyrick ("D.W.") Newman.

After 20 years in retail management for another company, Newman opened Rose Garden Landscaping Center in 1999. Because he wasn't a very sophisticated businessperson, he started it with just a business license and some land his family owned in Richardson (just outside Dallas city limits): he ran it as a sole proprietor for the past 21 years.

D.W. is interested in selling so that he can retire and buy a boat to cruise around the N.C. Outer Banks with his wife. He recently found a boat he really likes that is being sold by Annabeth Schott, who also happens to be on the Board of Directors of Squint, Inc., Bob Russell's holding company (which owns his properties and businesses). D.W. has joked with Annabeth that the more money he can get for his business, the better the chance he'll be able to buy her boat.

In an effort to be transparent and forthcoming, D.W. has called you to let you know that he has heard employee complaints about one of the managers at the Landscaping Center because he realizes it might create some liability for the business. Debbie Fidderer, a manager at Rose Garden Landscaping Center, is a 75-year-old woman who always pays special attention to Ryan Pierce, a handsome 23-year-old male worker.Ms. Fidderer regularly makes comments to Ryan such as "I'd work here every day for free just to get to look at you," and "Don't you want to buy me a flower today, gorgeous?" Ryan has, for the most part, thought the comments were harmless. This year, though, as one of Ms. Fidderer's friends was paying for purchases and Ryan was standing nearby, Ms. Fidderer remarked to customer, "It's hard to get any work done with a hottie like this around! Who cares what he knows about flowers as long as we get to look at him, right?"Ryan rolled his eyes, used to Ms. Fidderer's comments. But his co-worker Donna, who was standing nearby, thought they were over the line: she was offended for her friend Ryan to be treated that way and reported the episodes to D.W.

From the beginning of Russell's interest in Rose Garden Landscaping, he has known that C.J. Cregg, the landscape architect on staff at Rose Garden, was a key part of the transaction. She has relationships with landscaping contractors all over town, and she's a big part of the reason that contractors use Rose Garden, but fortunately she has a multi-year contract with Rose Garden Landscaping. She's even featured in many of the company's advertisements. When Arnold Vinnick, the owner of a competing landscaping nursery, heard about the sale of Rose Garden, he called C.J. Cregg and offered her a new job. He said, "I know you have a contract with Rose Garden, but I can pay you more and guarantee I'm not selling out any time soon." Excited by the opportunity, though somewhat reluctant to leave her Rose Garden "family," C.J. walks out on her contract at Rose Garden.

Your Response

1. Bob Russell has been told that he can't buy D.W. Newman's business since it's a sole proprietorship. Explain what that means and how to get around the problem.
2. Russell has also heard about the possibility of Annabeth Schott selling her boat to D.W. and wants your advice on whether he needs to talk to either of them about the transaction and what problems could arise.
3. How will you advise Bob about the Fidderer/Pierce situation at the Landscaping Center? Should this be a factor in the purchase deal?
4. What two parties can Bob sue over C.J.'s breach of her landscape contract? Describe the reasons that each cause of action exists.