case study business law, please do help as much as u can.

Question #1, Total Marks: 24 Jeremy was quite excited - Ayla, the chair of the board of directors of a small, up-and-coming Alberta I Business Corporations Act (the "ABCA) company, had asked him if he would like to be nominated to sit on the board of directors - the company was working on a new device that would allow drugs to be administered intravenously for chronic care patients. Jeremy vaguely remembering something about directors indemnities from his business law class an indemnification agreement would allow a director to recover losses that are suffered as a result of sitting on the board from the company) asked Avla whether the company had an indemnification agreement in place for directors. Ayla said that there was an agreement in place and that the agreement contained the following clause: The company shall indemnify the directors for all losses suffered by a director while acting in his or her role as a director for the company. Jeremy also remembered that there was something about indemnities in the most corporate legislation. As the company was incorporated under the ABCA, Jeremy performed a quick online search in Canlii and found the following provisions in the ABCA 2 M 5 6 Jeremy also remembered that there was something about indemnities in the most corporate legislation As the company was incorporated under the ABCA, Jeremy performed a quick online search in Canlii and found the following provisions in the ABCA: Liability of directors and others 118 (3) Directors of a corporation who vote for or consent to a resolution authorizing I (e) a payment of an indemnity contrary to section 124, or, are jointly and severally liable to restore to the corporation any amounts so paid and the value of any property so distributed, and not otherwise recovered by the corporation. Indemnification by corporation 124(1) Except in respect of an action by or on behalf of the corporation or body corporate to procure a judgment in its favour, a corporation may indemnify a director or officer of the corporation, if (a) the director or officer acted honestly and in good faith with a view to the best interests of the corporation, and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the director or officer had reasonable grounds for believing that the directors or officer conduct was lawful Jeremy reviewed the material and told Ayla that he agreed to be nominated in a very short period of ume Ayla gave Jeremy the news he had been elected to the board It quickly became apparent to CAM2CHE 13CHRI TRIGRID 6 HERTLERININ ? Jeremy that the position was not for him and he started missing board meetings and even at those which he attended, he did not participate in the discussion or even pay attention to the issues being discussed. At one particular meeting the board had a very heated debate and Jeremy voted to pass a very controversial resolution (Jeremy was completely disengaged - he sat playing with his new iPad Pro and I just raised his hand when everyone else did). As a result of events that occurred due to passing the resolution, the company and each board were sued. (a) Discuss whether Jeremy would be able to rely on the indemnification agreement to recover any losses that he may suffer should such losses materialize. Include any applicable legislation in your response, tie the law to the facts and draw a conclusion. (10 Marks). (b) Subsection 118(3) of the ABCA provides that directors may be jointly and severally liable in certain circumstances. Describe how joint and several liability may affect Jeremy's obligation to pay the losses if the board is found liable. Include any applicable legislation in your response, tie the law to the facts and draw a conclusion (6 Marks). w BI MEME = 3 EXCISM 6INC (c) In addition to asking about indemnification to limit his liability, discuss what Jeremy could have done to have been duly diligent when making his decision as to whether or not to agree to be nominated to join the board. (8 ks) Question #2, Total Marks: 26 Tom and Cindy decide to set up a business delivering consumables to locations in the Medicine Hat area - both Tom and Cindy contribute money to the venture, play key roles in the management of the business and think that it will be very successful given the current business environment. Shortly after rolling out their marketing campaign, they get a call from Judy, Cindy takes the call and begins their first negotiation. Cindy finds out that Judy is acting on behalf of a small arts supply distribution company, Artworks Warehouse Ltd. (Artworks) and Artworks is looking for a service provider to distribute art supplies to clients in southeastem Alberta and southwestern Saskatchewan, including the Medicine Hat area. During the negotiations Cindy meets with Judy on several occasions and one of their meetings has taken place in Judy's office at Artwork's offices in Medicine Hat. During that meeting Cindy noted that Judy's office had her name on it and the corporation's directory identifies Judy as the Senior Vice President in charge of purchasing. Also, at Cindy's first meeting with Judy, Judy handed her a business card with her contact information on it under the Artwork's company logo. After hing fi Normal text GO 3 4 15 6 Times New 11 + B TUA RE 2 about a month of negotiations, Cindy and Judy enter into an agreement under which Tom and Cindy will deliver Artwork's supplies to their clients in the Medicine Hat area I Unfortunately, Cindy's naivete coupled with Judy's superior experience has resulted in Cindy entering into a contract that she and Tom cannot handle and they soon have to breach the agreement. Artwork's reputation is harmed as a result of the failure to provide the timely delivery of the art supplies and Artwork's suffers considerable losses; to recover its losses, the company sues Cindy and Tom Cindy is quite concerned as the she has virtually no personal assets and the losses alleged by Artworks greatly exceed the money that she and Tom contributed to their business a. Identify the type of business association which describes Tom and Cindy's venture and discuss: i how the breach of the delivery agreement (presuming that liability is established, may affect Tom's liability for Artwork is losses include any O VI mal text 11 + CS HE 2 4 6 H7 Times New BIU A DE EE 3 1 how the breach of the delivery agreement (presuming that liability is established) may affect Tom's liability for Artwork's losses. Include any applicable legislation in your response, tie the law to the facts and draw a conclusion. (10 Marks) 11. how Cindy's actions as they relate to entering into the agreement with Artwork, while working on behalf of their business, may bind Tom; consider the Cindy's authority and her position in their venture in your answers include any applicable legislation in your response, tie the law to the facts and draw a conclusion. (10 Marks) b. If Tom approached you and told you that he was considering starting up a business with Cindy, but was concerned about the risk that he was exposing himself to, which form of business association would you recommend to him - explain. Include any applicable legislation in your response, tie the law to the facts and draw a conclusion (6 Marks) Part C: Reflective Question (Bonus total marks, 3) Based on the material presented in this course, briefly identify and explain any one legal rule or principle that you have found particularly interesting or that has the most impact on your day-to-day life. Tieto Question #1, Total Marks: 24 Jeremy was quite excited - Ayla, the chair of the board of directors of a small, up-and-coming Alberta I Business Corporations Act (the "ABCA) company, had asked him if he would like to be nominated to sit on the board of directors - the company was working on a new device that would allow drugs to be administered intravenously for chronic care patients. Jeremy vaguely remembering something about directors indemnities from his business law class an indemnification agreement would allow a director to recover losses that are suffered as a result of sitting on the board from the company) asked Avla whether the company had an indemnification agreement in place for directors. Ayla said that there was an agreement in place and that the agreement contained the following clause: The company shall indemnify the directors for all losses suffered by a director while acting in his or her role as a director for the company. Jeremy also remembered that there was something about indemnities in the most corporate legislation. As the company was incorporated under the ABCA, Jeremy performed a quick online search in Canlii and found the following provisions in the ABCA 2 M 5 6 Jeremy also remembered that there was something about indemnities in the most corporate legislation As the company was incorporated under the ABCA, Jeremy performed a quick online search in Canlii and found the following provisions in the ABCA: Liability of directors and others 118 (3) Directors of a corporation who vote for or consent to a resolution authorizing I (e) a payment of an indemnity contrary to section 124, or, are jointly and severally liable to restore to the corporation any amounts so paid and the value of any property so distributed, and not otherwise recovered by the corporation. Indemnification by corporation 124(1) Except in respect of an action by or on behalf of the corporation or body corporate to procure a judgment in its favour, a corporation may indemnify a director or officer of the corporation, if (a) the director or officer acted honestly and in good faith with a view to the best interests of the corporation, and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the director or officer had reasonable grounds for believing that the directors or officer conduct was lawful Jeremy reviewed the material and told Ayla that he agreed to be nominated in a very short period of ume Ayla gave Jeremy the news he had been elected to the board It quickly became apparent to CAM2CHE 13CHRI TRIGRID 6 HERTLERININ ? Jeremy that the position was not for him and he started missing board meetings and even at those which he attended, he did not participate in the discussion or even pay attention to the issues being discussed. At one particular meeting the board had a very heated debate and Jeremy voted to pass a very controversial resolution (Jeremy was completely disengaged - he sat playing with his new iPad Pro and I just raised his hand when everyone else did). As a result of events that occurred due to passing the resolution, the company and each board were sued. (a) Discuss whether Jeremy would be able to rely on the indemnification agreement to recover any losses that he may suffer should such losses materialize. Include any applicable legislation in your response, tie the law to the facts and draw a conclusion. (10 Marks). (b) Subsection 118(3) of the ABCA provides that directors may be jointly and severally liable in certain circumstances. Describe how joint and several liability may affect Jeremy's obligation to pay the losses if the board is found liable. Include any applicable legislation in your response, tie the law to the facts and draw a conclusion (6 Marks). w BI MEME = 3 EXCISM 6INC (c) In addition to asking about indemnification to limit his liability, discuss what Jeremy could have done to have been duly diligent when making his decision as to whether or not to agree to be nominated to join the board. (8 ks) Question #2, Total Marks: 26 Tom and Cindy decide to set up a business delivering consumables to locations in the Medicine Hat area - both Tom and Cindy contribute money to the venture, play key roles in the management of the business and think that it will be very successful given the current business environment. Shortly after rolling out their marketing campaign, they get a call from Judy, Cindy takes the call and begins their first negotiation. Cindy finds out that Judy is acting on behalf of a small arts supply distribution company, Artworks Warehouse Ltd. (Artworks) and Artworks is looking for a service provider to distribute art supplies to clients in southeastem Alberta and southwestern Saskatchewan, including the Medicine Hat area. During the negotiations Cindy meets with Judy on several occasions and one of their meetings has taken place in Judy's office at Artwork's offices in Medicine Hat. During that meeting Cindy noted that Judy's office had her name on it and the corporation's directory identifies Judy as the Senior Vice President in charge of purchasing. Also, at Cindy's first meeting with Judy, Judy handed her a business card with her contact information on it under the Artwork's company logo. After hing fi Normal text GO 3 4 15 6 Times New 11 + B TUA RE 2 about a month of negotiations, Cindy and Judy enter into an agreement under which Tom and Cindy will deliver Artwork's supplies to their clients in the Medicine Hat area I Unfortunately, Cindy's naivete coupled with Judy's superior experience has resulted in Cindy entering into a contract that she and Tom cannot handle and they soon have to breach the agreement. Artwork's reputation is harmed as a result of the failure to provide the timely delivery of the art supplies and Artwork's suffers considerable losses; to recover its losses, the company sues Cindy and Tom Cindy is quite concerned as the she has virtually no personal assets and the losses alleged by Artworks greatly exceed the money that she and Tom contributed to their business a. Identify the type of business association which describes Tom and Cindy's venture and discuss: i how the breach of the delivery agreement (presuming that liability is established, may affect Tom's liability for Artwork is losses include any O VI mal text 11 + CS HE 2 4 6 H7 Times New BIU A DE EE 3 1 how the breach of the delivery agreement (presuming that liability is established) may affect Tom's liability for Artwork's losses. Include any applicable legislation in your response, tie the law to the facts and draw a conclusion. (10 Marks) 11. how Cindy's actions as they relate to entering into the agreement with Artwork, while working on behalf of their business, may bind Tom; consider the Cindy's authority and her position in their venture in your answers include any applicable legislation in your response, tie the law to the facts and draw a conclusion. (10 Marks) b. If Tom approached you and told you that he was considering starting up a business with Cindy, but was concerned about the risk that he was exposing himself to, which form of business association would you recommend to him - explain. Include any applicable legislation in your response, tie the law to the facts and draw a conclusion (6 Marks) Part C: Reflective Question (Bonus total marks, 3) Based on the material presented in this course, briefly identify and explain any one legal rule or principle that you have found particularly interesting or that has the most impact on your day-to-day life. Tieto