Legal Argument - Boyer
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Jan 9, 2024
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MEMORANDUM
TO: Jackie Krantz
FROM: Alexandra Boyer
RE: Legal Advice Regarding Sale of Royal Decree
DATE: 12/5/23
Dear Jackie, I hope this memo finds you well. Thank you for allowing me to help find a solution to your legal concerns regarding the sale of Royal Decree. I understand that you’re seeking professional guidance on the sale of Royal Decree and the legal aspects surrounding your agreement with Sam Sharpe. In this memo, I have provided a detailed analysis of the situation has it has been described to me, along with recommendations for you going forward. I will address the nature of the business you and Sam have created, the potential contract with Greta Smith, and provide some remedies for your situation based on similar legal cases. When examining the information provided and the nature of the business you and Sam have created, it appears that you both are involved in a joint venture. According to the Legal Information Institute at Cornell, “A joint venture is a combination of two or more parties that seek the development of a single enterprise or project for profit, sharing the risks associated with its development.”
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Your business with Sam, like the definition states, involves shared control, 1
“Joint Venture.” Legal Information Institute. Accessed December 5, 2023. https://www.law.cornell.edu/wex/joint_venture.
contributions, and a common goal.
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First, shared control is shown by the fact that Royal Decree’s
registration and other paperwork lists both you and Sam as co-owners. This co-ownership means that in order to make any decisions about the horse, you both must come to a mutual agreement. Next, the business that you both have developed shows mutual contributions. Your financial contribution, along with Sam’s investment, creates the mutual financial interest needed for a joint
venture business. Finally, there must be a common goal between all involved in the joint venture.
In your case, the common goal would be the success of Royal Decree as a show horse. You and Sam were at one point both very eager and willing to do whatever it took to make Royal Decree the “Best in Show”. Therefore, there was a time when you both were actively working towards the same common objective. As a joint venture, Sam’s refusal to sell Royal Decree makes me question his willingness to act in good faith and the best interests of the venture. This refusal may be a key part to achieving this new personal goal of yours. Understanding the legal requirements and characteristics of the joint venture you entered with Sam will make it easier to understand your rights and responsibilities as you dive further into this situation. As we go more in depth about the effects this joint venture has on your goal, these principles will be an important part to my analysis and recommendations for you. Now let us just discuss the issue surrounding the potential contract with Greta Smith for the sale of Royal Decree. Understanding the legal principles of this contracts is crucial to assessing the enforceability of your agreement. In order to have a valid contract, there are several
elements to consider. These often include a firm offer, acceptance by the party, and consideration. After reading the information provided, it is clear that through your 2
Vandenheuvel, Bryan. “Structuring a Joint Venture Agreement: 8 Important Elements.” Seder & Chandler, LLP, March 10, 2022. https://sederlaw.com/structuring-a-joint-venture-
agreement-8-important-elements/.
communication with Greta you made a clear offer to sell Royal Decree for $100,000. This offer and your willingness to part with the horse created legitimacy for a contract to be formed. According to the 1962 case of Joachim v Weldon, “
The evidence in the instant action is cogent, clear and forcible as to leave no reasonable doubt that plaintiff and defendant entered into an oral
agreement wherein defendant would give plaintiff an interest in the lease if plaintiff would find somebody to drill the lease.“
3
Whereas through Greta’s response she very clearly accepted the offer by agreeing upon the amount to purchase Royal Decree. However, due to Sam's unwillingness to see your side and accept the offer, there are clear difficulties in the joint control aspect within your joint venture business. As my client, I hate to say this but due to the joint ownership as indicated on Royal Decree’s registration papers, both you and Sam have an interest in the horse. While you are one of the owners, Sam's objection to selling Royal Decree may make it difficult when taken to court. Due to there having to be a mutual agreement by both owners.
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Your agreement with Sam regarding joint control and decision-making authority will play a crucial role in determining the fate of the contract with Greta. With these potential complexities and more, I recommend that you carefully review your joint venture and the implications that it could have on the contract with Greta Smith. Understanding these legal principles and knowing what makes a contract, will be very important when facing the challenges brought by Sam's unwillingness. I hope by explaining this contract with Greta I was 3
“Joachim v. Weldon.” Justia Law. Accessed December 5, 2023. https://law.justia.com/cases/oklahoma/supreme-court/1962/36196.html. 4
Mazyn, Vicky J. Exhibit 10.1 - joint venture agreement, November 10, 2005. https://www.sec.gov/Archives/edgar/data/1082822/000109000205000322/ex10jtventagmtv
2.htm.
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able to provide a foundation for your situation. As we move forward, we'll explore legal remedies that can improve your dealings with your business partner.
Your desire to sell Royal Decree in Sam's unwillingness create significant legal challenges, but there are potential ways to go around this within the context of your joint venture.
Your concerns are valid, and we must explore potential remedies to make this go in your favor. The refusal from Sam to sell Royal Decree, even after the $100,000 offer and you trying to communicate with him, sparks some concerns about his goals and intent for the joint venture going forward. If you are able to get the court to deem Sam's refusal as unreasonable and not in good faith of the venture, it may mean he has gone against these legal duties as co-owner of the venture. According to the case Karrick v. Hannaman, “
From that date, the defendant wrongfully, and in fraud of the plaintiff's rights, carried on and controlled the partnership business for his own exclusive benefit, and applied to his own use, from the proceeds and profits of the same, large sums of money, exceeding the proportion to which he was entitled.”
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The case was started because one business partner was not thinking for the pair and not putting the best interest of the business or business partner first. There is also the option of petitioning for a court ordered dissolution of the joint venture. This could provide framework for erasing the business relationship and realizing your share of royal decreased value.
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It is important to note that pursuing any legal remedy can involve a close inspection of your joint venture and the dealings 5
“Karrick v. Hannaman, 168 U.S. 328 (1897).” Justia Law. Accessed December 5, 2023. https://supreme.justia.com/cases/federal/us/168/328/. 6
US Legal, Inc. “Find a Legal Form in Minutes.” Joint Ventures. Accessed December 6, 2023. https://jointventures.uslegal.com/dissolution-and-termination-of-joint-
venture/#:~:text=If%20there%20is%20mutual%20consent,on%20satisfaction%20of
%20such%20objective.
that have gone on within it. Your concerns about Royal Decree well-being and your financial interests are valid, and the legal system provides the remedies to address these concerns even if you're stuck in a joint venture. Moving forward, I am happy to be your guide through the legal process and helping ensure that your rights are protected, and the best possible outcome is achieved.
In conclusion, I am grateful I was able to assist you during this difficult time with your business partner. Navigating the legal aspects of a joint venture agreement with Sam well trying to do what's best for Royal Decree and yourself at the same time can prove to be challenging. Your concerns about the sale of Royal Decree in Sam's reluctance to cooperate in it are valid, and
the legal system provides ways to address these issues. Again, thank you for allowing me to assist you and give you some legal advice during this process. I am committed to supporting you and ensuring your rights are protected and a resolution that aligns with your interests is achieved.
Never be scared to reach out for further clarification or to figure out the next steps in this legal situation that you are unfortunately stuck in.
Best regards,
Alexandra Boyer