Two sisters, Abigail and Bianca, are contemplating a new entity structure for their business, which is located in Los Angeles, California. Their business venture involves the sale of surf wearwetsuits, swimsuits, board shorts, shirts, surf jackets, surf accessories, etc.

Abigail is your best friend and would like your thoughts related to the business. She heard you had enrolled in a business organizations class at a top 20 law school.

You know that Abigail has several degrees, including an MBA. She has other business ventures, which makes her a serial entrepreneur. She invested $250,000 of her savings into the surf wear business venture

You also know that Bianca was a professor at USC for many years before she took an early retirement. While Bianca was a professor at USC, she worked on a technology that can be used to alert surfers any time a large wave was onset. She doesn't have a contract with USC regarding the university's rights to the technology but had spoken with her department chair about her idea for the new technology. She hopes to license her technology to the surf wear business. This will be her sole contribution to the business.

For the last seven months, Abigail and Bianca have had an informal partnership. They have not prepared any partnership paperwork for their business yet. They have generated $250,000 in revenue and made $30,000 in net profit and now thinking about bringing on their cousin, Charles, as an additional investor. Charles comes with ten years of sales experience and a background in digital marketing. Abigail and Bianca are also considering hiring their first couple employees to assist with logistics in the next couple months.

Abigail has come to you with the following questions and concerns as set forth below.

Professional Letter:

Write a letter (to be sent to Abigail) addressing her questions and concerns and proposing an entity structure that accounts for these questions and concerns. In your letter, clearly identify the recommendations being made and the reasons supporting the recommendations, presenting your best or most persuasive arguments or suggestions. Your responses to each of the following questions should be approximately one to two paragraphs.

You should substantiate your responses by providing any appropriate references to the cases, the California Corporations Code, Model Business Corporation Act (MBCA) and the Revised Uniform Partnership Act (RUPA). No outside references are required. You may feel free to incorporate additional facts and assumptions into the hypothetical scenario as long as you clearly note them.

1. Abigail and Bianca have not yet entered into a written general partnership agreement but would very much like to do so.
   1. What do you think are the three most important provisions that would go into a written general partnership agreement, and why?
   2. What do you think may be one provision in particular that would be challenging for Abigail and Bianca to reach an agreement upon, and why?
   3. If they would like their general partnership to remain in Los Angeles, California, do they need to make any formal filings with the state of California for a formal general partnership, and why or why not? What other types of filings may the business need to do with the county, state government, and/or federal government?

Answer rating: 100% (QA)

Your Name Your Address City State Zip Code Date Abigail Last Name Abigails Address City State Zip Code Dear Abigail I hope this letter finds you well Thank you for reaching out to me for advice regard... View the full answer