Dynamic Business Law 5th Edition Nancy Kubasek, M. Neil Browne, Daniel Herron, Lucien Dhooge, Linda Barkacs - Solutions

Coronal Capital is a company that buys structured annuity payments at a discounted price and then sells them for a lump sum. On November 2011, Robert and Linda Wall signed purchase agreement for a structured annuity from the Altium Group, LLC, which acted as an intermediary between Coronal Capital
In 1992, Eric M. Schmitz executed two “Limited Power of Attorney” forms with Georgetown Financial, a Wisconsin company that provided investment, insurance, and financial services. James O’Hearn was the sole owner and chief executive officer of Georgetown Financial. Georgetown Financial
Following the devastation of Hurricane Katrina, numerous contractors came from out of state to repair the damage in the Mississippi Gulf Coast. One such contractor, Bret Gibson, leased a storage space from Paige Electric, LLC. Gibson accumulated over $80,000 in fees for the storage space. In June
In January 2007, Kelvin Settle executed a promissory note in favor of Bank of America, where he received a $45,500 loan and Bank of America earned a deed of trust on his property as collateral. In 2009, Bank of America transferred the loan from one system of record to another. In the process, Bank
What types of banks are involved in the check collection process? How are these banks different?
Ella Holt wrote Glenda Burchett two checks in July 2011. The checks were in the amounts of $25.00 and $20.00, respectively. Burchett subsequently altered the amounts on the check, changing the amount of the first check to $2,500.00 and changing the amount of the second check to $3,020.00 before
On February 2, 2009, Roger Chavez left Venezuela to go to Miami with his wife. The purpose of the trip was to do personal shopping, purchase items for Chavez’s construction company, and to obtain past account statements at Mercantil Commercebank, N.A. (“MCB”). Chavez stayed in the United
On March 26, 2012, Dale M. Smith deposited a cashier’s check drawn from Chase Bank in the amount of $294,500.99 to his account at The State Bank. The next day, Smith requested State Bank to wire $275,000 from his account to an account in Japan. State Bank contacted Chase bank to confirm the
Delight Bvunzawabaya went to Chase Bank with his friend, who had an account at Chase Bank, to cash a check from his employer. Bvunzawabaya did not have identification due to his immigration status and was unable to create a bank account. To cash the check, both Bvunzawabaya and his friend signed
David Goodson, a lawyer, received an email from “Fumiko Anderson” seeking his assistance in recovering funds owed from a divorce proceeding. Goodson subsequently received a check from Ontario, Canada, in the amount of $86,176.96 payable to the “Law Office of David M. Goodson” and drawn from
Chase Bank issued a cashier’s check in the amount of $851,552 to Daniela and Bohumil Vanco on June 3, 2016. The Vanco’s deposited the cashier’s check into their Bank of America account. Bank of America presented the check to Chase and Chase paid the amount by transferring funds to Bank of
Explain why a creditor would want a secured interest.
How is a secured interest created?
What options does a secured party have if a debtor defaults?
Sarah Michaels, Inc., was a customer of Certified Packaging Corporation. Michaels declared bankruptcy, and the trustee in bankruptcy brought an adversary proceeding against Certified seeking to avoid transfers that Michaels had made to that company to pay for packaging. The trustee obtained a
What criterion must be satisfied for each type of lien to exist? What are the major differences between the mechanic’s lien, artisan’s lien, and judicial lien?
What is the difference between a surety and a guarantor? Why is this distinction important to business law?
On May 31, 1978, Cooper Investments, Robert C. Rifkin, and Gerald Kernis (Creditors) sold to Robert L. Conger, Thomas H. Stroh, and Jack W. Welsh (Guarantors) all of the outstanding shares of stock in a corporation which owned the assets of a certain restaurant and bar. In exchange, the Creditors
David Beulke pleaded guilty to embezzling from his employer, the 3M Corporation. Beulke was sentenced to fifty-one months in prison and ordered to pay the amount he embezzled—$5,610,563.00—in restitution. Beulke paid all but $1,250,418 of this amount. The US government requested permission to
In 2003, Chae Yi You and Chur K. Bak purchased a home in Suwanee, Georgia. They financed the purchase by obtaining a loan from Excel Home Loans, Inc., executing both a promissory note and a deed to secure debt in Excel’s favor. The security deed granted Excel and its successors and assigns the
Bundy hired Bend Tarp and Liner to install a liner in a pond on his golf course. The day after the liner had been installed, Bundy discovered that a section of the wall of the pond had collapsed. At the point of the collapse, the pond liner had torn and water escaped from the pond. Bundy believed
In July 2008, Universal Structures filed a complaint for foreclosure of its mechanic’s lien and other relief. Universal Structures was a general contractor, and the Buchmans were a married couple residing in Northfield, Illinois. In August 2006, Universal entered into a written demolition
In October 2006, Stump Hill Farm, Inc., purchased real property located in Canton, Ohio. PFC Lamont Hill Memorial Army Navy Garrison 2003, Inc. (PFC), entered into a five-year commercial lease agreement with Stump Hill for the property. The sum of the lease was $210,000 or $42,000 per year and PFC
Simon and Clayton became involved in a fistfight outside of a diner in Lafayette, Louisiana, in October 2010. Simon claimed Clayton disrespected him by speaking with Simon’s girlfriend, who was seated in Simon’s pickup truck while Simon was in the diner. Simon punched Clayton and then attempted
Lisa and Raul Galaz were divorced in 2002. As part of the divorce settlement, Lisa was granted a 25 percent interest in Artist Rights Foundation, LLC (ARF), a California limited liability company formed by Raul. One of ARF’s assets was royalties accruing from the music of a band known as the Ohio
What are a principal’s duties to an agent and an agent’s duties to a principal?
Jerry Clark is the sole proprietor of Affordable Digital Hearing, which does business by repairing hearing aids. In June 2006, Clark received a call from Kevin Wilson, a representative of Business-2-Business Solutions (B2B), who was offering to sell facsimile advertising services. Facsimile
Explain when a principal is or is not contractually liable for agreements made by an agent.
Livejournal is a social media platform that allows users to create thematic communities by posting content and comments. LiveJournal has three types of unpaid administrative roles to manage the communities, “moderators,” “maintainers,” and “owners.” All three roles review member posts
What terminates an agency relationship?
Marsh & McLennan Companies is the largest provider of insurance brokerage services in the world. It holds itself out to its clients as a fiduciary that will act solely on clients’ behalf in purchasing insurance policies for them. Starting in 1987, Emerson Electric Company hired Marsh to act as
Mala is a citizen of the US Virgin Islands, and in early 2005, he decided to take his power boat out for a cruise. He was running low on gas and decided to stop at a Crown Bay fueling station. He started fueling the boat and told the attendant to watch his boat as it was being filled up. When he
Genito, a licensed partnership (L.P.), was contracted to build a housing development in Chesterfield County, Virginia. The National Housing Corporation (NHC) was in charge of the builder’s risk insurance for the project. The NHC in turn contracted with Acordia, an insurance broker, to obtain the
Doug Hartmann Productions, L.L.C., and the Regal Riverfront Hotel, which was owned by Gateway Hotel Holdings, entered into an agreement for a professional boxing match to be held at the hotel. The contract contained a provision stating that a $5 million indemnity insurance policy was to be provided
Brenda Gail Langley is a resident of Tennessee, and on October 20, 1999, she took out a $50,000 life insurance policy. In this policy, she named her three biological children—Kristin Taylor, Edward Langley, and Phillip Langley—as the three beneficiaries. The policy was taken out by Langley from
In 2006, Kenneth and Carol McLeod borrowed $771,000 and secured the loan with a deed of trust on their Arizona home. The deed of trust was held along with others in a trust created to hold such security interests. Deutsche Bank National Trust Company was the trustee of the trust that the McLeod’s
In 2009, Carriage Insurance Agency, Inc., doing business as Carriage Group, entered into an agency agreement to sell insurance products with Ohio Farmers Insurance Co. One of the provisions of the agency agreement was that upon termination of the agreement, “Ohio Farmers shall issue a notice of
Cay Clubs is a business that develops and sells condominiums at a resort called Las Vegas Cay Club. Jeffrey Aeder financially supported Cay Clubs through JDI Loans, LLC, and JDI Realty, LLC (collectively the JDI entities). Cay Clubs had represented that it would develop its properties with the aid
What is the relationship between the obligations of a general partner and those of a limited partner?
In 2008, Foundation Surgery Affiliate of Southwest Houston, LLC, the owner of a medical facility, entered a purchase and sale agreement with Rainer Capital Acquisitions, LP. Rainer Acquisitions then assigned its interest to Rainer DSC Acquisitions, LLC, which purchased the property from Southwest
Jay Cohen and Matthew Dilick formed several partnerships to commercialized tracts of land Cohen owned. The land was transferred to the partnership so it could be developed and generate income. Cohen owned 80 percent interest in each partnership as a limited partner while Dilick owned 19 percent
In March 2006, Varosa Energy, LTD, contacted Jake Rollings, doing business as Jake’s Equipment and Repair, about purchasing a used drilling rig. Rollings knew of a used rig being sold by another company. Varosa and Rollings eventually agreed that Rollings would refurbish and sell the rig to
David Byker was an accountant working for Tom Mannes. The two talked about going into business together because they had complementary business skills—Mannes (defendant) could locate certain properties because of his real estate background and Byker (plaintiff) could raise money for the property
Rahemi Taghipour and Jerez, his brother, formed Taghipour and Associates, LLC, in Utah. The agreement of the LLC designated Jerez as manager of the limited liability company. The operating agreement between the LLC members stated that no loans could be made in the name of the LLC unless authorized
Thomas Wilkoski and Scott Fisher were fifty percent owners of a partnership created for the purpose of owning and operating aircraft and an aircraft hangar. The partnership did not generate revenue, it only incurred expenses related to the aircraft and aircraft hangar owned by the
What stages must occur for the termination of a partnership to be complete?
Why is the partnership’s debt particularly important in the winding-up stage?
What are the advantages of being a limited partner rather than a general partner?
Edward Johnson and Gerald Johnson are brothers who formed an oral partnership to invest in real estate. The partnership held two condominiums, one in Fresno, California, and one in Pittsburgh, Pennsylvania. Both properties were purchased using secured financing from a bank. Unfortunately for the
Rule 1:21-1C(a)(3) of New Jersey statute N.J.S.A. 42:1A-18 requires attorneys in a Limited Liability Partnership to have malpractice insurance. If an LLP does not have malpractice insurance, it is stripped of its LLP status and is instead considered a general partnership, leaving the partners
Rudy and Richard Corrales, who are brothers, formed RC Electronics (RCE) in 1989, according to a written partnership agreement with an indefinite term. RCE repaired, refurbished, and sold computer tape drives. The brothers agreed that Rudy would be responsible for running the business, while
In early 2011, Forza Technologies, LLC, began discussions with Robert Marshall and Premier Research Labs, LP, a limited partnership based in Texas of which Marshall was a limited partner, about the manufacture of nutritional and dietary supplements. Marshall represented that Premier could provide
This dispute is derived from the negotiation of a settlement after a judgment was obtained in a 1992 trial in Llano County, Texas, against Queen Isabella Development Joint Venture, Robert Buck, and G.J. Palmer, the latter two holding interests in Queen Isabella at the time of the trial. On April
On March 8, 1999, Gary Martz and Herman Gaily entered into a partnership agreement (the Agreement) for the purpose of practicing law in Pennsylvania. A limited liability partnership called Martz & Gailey, LLP, was formed with each partner owning 50 percent interest in the partnership. Gary
In 1985, Marc Malfitano and the members of the Poughkeepsie Galleria Company, represented by Robert Congel, formed a partnership to own and operate the Poughkeepsie Galleria Shopping Center. Malfitano was a general partner who owned a 3.08 percent interest in the partnership. In 2006, Malfitano
Distinguish between a closely held corporation and a publicly held corporation.
Donna Leek, Larry Leonardo, John Borden, and Cindy Buschmann were all, at one point, employed by Auburn Honda in California. Auburn Honda was owned solely by one person: Jay Cooper. All of the employees, who were older in age, had worked for the company for several years. All four employees were
NMN Fabrics, a company that provides sales services, and Sommers Plastic Products Company, Inc., a company that sells and distributes textiles, agreed to a three-year contract in 2001. NMN were to provide sales services for Sommers’s business in North America. The contract stipulated that after
On October 7, 2014, Scott McNulty and Ioengine executed a patent assignment, transferring all rights of Patent No. 8,539,047 (047 patent) covering flash drive technology from McNulty to Ioengine. On the same day, McNulty effectuated a certificate of formation of Ioengine. The certificate of
James P. Baldwin formed JPBI, LLC, for the purpose of investing Baldwin’s and his wife’s personal money in 2004. Baldwin owned a 99 percent stake in JPBI and his wife owned the remaining 1 percent. In 2006, Baldwin personally borrowed $5.5 million from Curci Investments, LLC. Baldin agreed to
In early 2002, the president of the board of education for the East Hampton School District entered into a contract with Sandpebble Builders Inc. Sandpebble Builders would renovate certain school buildings in accordance with the requests of the school district. When the school district wanted to
Menard, Inc., is a corporation that owns and operates home improvement stores, including a retail store in the Westgate Center in Columbus, Nebraska. Menard subleased the building from Wal-Mart Stores, Inc. (Walmart). In August 2006, Menard entered a Purchase and Sale Agreement (PA) with
Explain the primary duties of shareholders.
In August 1995, M Street Five, LLC, executed an agreement to lease its property in Washington D.C. to Papillon Stores, Inc. Papillon had not been incorporated when it executed the lease agreement with M Street Five but represented itself as being a Maryland corporation. In April 2000, Papillon
Carl W. Jasper is the former CFO of Maxium Integrated Products, Inc., a semiconductor company in California. The company offered stock to shareholders, but the shareholders did not know that the stock options were backdated and were not properly expensed. The company’s CFO was found guilty of the
Julio Garcia Aguilar, M.D., Joanne E. Mortimer, M.D., and Michael W. Lew, M.D., are physicians and shareholders of California Cancer Specialists Medical Group, Inc., a professional corporation doing business as City of Hope Medical Group. This group had a relationship with a local hospital whereby
Volcano Corporation was a San Diego based Delaware medical technology corporation that was a global leader in “vascular intervention and lead management solutions.” Beginning in January 2014, Volcano’s board of directors began exploring merger options as part of its general business
What are the primary differences between mergers and consolidations?
Distinguish the various types of takeovers.
AsmallWorld Holdings, Inc. was the holding company of ASMALLWORLD, an online social network with 850,000 members. ASW Capital AG held 95 percent ownership interest in aSmallWorld Holdings. In December 2012, ASW Capital created ASW Media and had it merge with aSmallWorld Holdings. Following the
Martin Marietta Materials Inc. and Vulcan Materials Company are the two largest providers, in the United States, of rock-mining and similar materials for infrastructure. In the mid-2000s, Vulcan approached Martin on several occasions to offer a “strategic transaction,” which Martin turned down
In 2013, Dell Inc’s board of directors approved a merger agreement. The agreement stipulated that each share of common stock would be converted into the right to receive $13.75 for each share. Shareholders dissenting against the merger have a right to appraisal. One group, consisting of 14 mutual
The dispute in this case is between the Union Baptist Development Corporation (the Corporation) and the Union Baptist Church of Baltimore, Inc. (the Church) over a piece of property in the City of Baltimore. In 1978, the Church began a project to revitalize its immediate neighborhood by purchasing
Wiles Bros., Inc. (WBI) is a Nebraska-based farming corporation that was formed in 1978. Bruce, Marvin, and their brother Glenn Wiles, as well as their father, were the directors of WBI at all relevant times. The three brothers were also officers of WBI at all relevant times. Prior to 1999, members
Tails, Inc. (Tails), was a Virginia corporation of which the majority of its shares were owned by the officers, directors, and employees of RE/MAX LLC, a Delaware limited liability company. The minority shareholders owned approximately 21 percent of the outstanding shares. On August 9, 2013, Buena
Jerry Von Rohr was employed as the president, chairman, and CEO of Reliance Bancshares Inc. In September 2001, Von Rohr and Reliance entered into an amended employment agreement which included that “[c]ommencing September 1, 2002, this Agreement shall continue for consecutive three (3) year
During the late evening hours of August 27 and the early morning hours of August 28, 2010, Plaintiffs April Goodwin, Tiffany Randolph, and Javon Washington were seated at a table, socializing with friends at Yeakle’s Sports Bar and Grill, a small establishment in Marion, Indiana. Another patron,
If business ethics does not offer guidance about what is always the right thing to do, is one behavior as good as the next?
Steven J. Trzaska was the head of L’Oreal USA’s regional patent team, managing the procedure by which the company patented products. As an attorney barred in Pennsylvania, Trzaska had to adhere to professional rules of conduct established by the Supreme Court of Pennsylvania in addition to
In December 2010, the Equal Employment Opportunity Commission filed a nationwide hiring discrimination lawsuit against the Kaplan Higher Education Corporation. Kaplan was requiring access to applicants’ credit reports and credit histories and took such information into consideration when hiring.
In 2011, Walmart was hit with the largest employment discrimination lawsuit in history, and the lawsuit was brought to the Supreme Court. The problems began when a female employee named Stephanie Odle found out that a male employee with the same title as hers yet less experience was earning $10,000
In 2015, the public discovered Volkswagen using a defeat device to cheat emissions tests for nearly 600,000 diesel-injected vehicles. Without the defeat device, Volkswagen’s relevant diesel engine vehicles would not have earned EPA Certificates of Conformity. Implicated in the scandal was Bosch,
LeadClick managed an affiliate-marketing network to provide its customers online advertising. Instead of running its own online advertising, LeadClick would connect its clients with thirdparty affiliates that would design and implement the advertisements. The client party would pay LeadClick for
Mr. Caperton was the owner of a coal company that operated Harman mine. He sued Massey, which is a very large and powerful energy company. The suit was brought against Massey for a number of reasons. First, Massey bought another coal company called Wellmore Coal. Prior to the takeover, Wellmore
In 2000, Donald Stern incorporated a startup company named Grail in order to market a new and revolutionary chip design that Stern had invented. While witnesses expressed the view that Stern’s innovation would be the “Holy Grail of memory technology,” the company was unable to find investors
Missouri law section 130.011(8), which governs election campaign committees, states that committees “shall be formed no later than thirty days prior to the election” and “shall terminate the later of either thirty days after the general election or upon the satisfaction of all committee debt
Gucci America discovered that Wang Huoqing, a man living in China, was running multiple websites selling counterfeit Gucci products. Huoqing was selling intellectual property that was protected in Gucci’s registered trademarks without permission. Gucci decided to hire a private investigator to
What are the advantages and disadvantages of ADR?
When will a court overturn an arbitrator’s decision?
What type of ADR is preferred for resolving international disputes?
Unity Communications Corp. resold phone services provided by Cingular pursuant to a reseller agreement that included an arbitration clause. Unity sued Cingular in federal district court, alleging breach of contract. The parties engaged in pretrial activity, and Cingular filed a motion for summary
General Dynamics sent out a companywide email to its employees announcing a policy requiring arbitration of employment disputes. Some time after the email was sent, an employee filed a lawsuit arguing that he was fired because of a disability. General Dynamics argued that the employee should be
The plaintiff Monica Garcia, an employee at the Montegna Law Office, received a customer service phone call from Dell Financial Services (DFS), a company that Montegna had a business account with. During the call, the DFS representative asked to speak to someone about a business matter. Garcia told
Plaintiff health care workers sued their employer for alleged wage law violations. They sought a declaration that the arbitration clauses in their employment contracts were unconscionable and unenforceable because other provisions of their contract allowed the employer to seek limited judicial
When Chuck Lorre, the producer of Two and a Half Men, and Warner Brothers fired Charlie Sheen from the popular sitcom, Sheen set out to sue both parties in court. However, Sheen petitioned for a temporary restraining order, which would have blocked the issue from being settled through arbitration
Gilda Lappe and Murray Lappe were married to each other for 16 years and had two children together. On February 10, 2011, Gilda filed a petition for divorce and both parties agreed to settle their property through mediation without being represented by counsel. During the mediation, the parties
Arizona uses a three-tier system for regulation of wine sales in the state. Suppliers sell to wholesalers, who sell to retailers, who sell to the public.However, an exception is provided for small wineries that produce no more than 20,000 gallons of wine annually; they may sell an unlimited amount
Spain divided unroasted nondecaffeinated coffee into five separate classifications. A 7 percent tariff was imposed on three of these classifications. The other two classifications were duty free. Brazil, the principal supplier of the coffee subject to the tariff, alleged that the Spanish
In an interview published in The New York Times in February 1976, former Lockheed president A. Carl Kotchian defended the payment of bribes by the company as follows:Some call it gratuities. Some call them questionable payments. Some call it extortion. Some call it grease. Some call it bribery. I
Morgan van Breda, a resident of the province of Ontario, was injured while vacationing at Club Resort in Cuba. Van Breda booked the trip utilizing the website of Sport au Soleil, an Ontario-based travel agency. Club Resort employed Canadian professionals and tour operators, including Sport au

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Dynamic Business Law 5th Edition Nancy Kubasek, M. Neil Browne, Daniel Herron, Lucien Dhooge, Linda Barkacs - Solutions

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