Nasser and Khalil are partners in a bike business. One of their bike models malfunctioned and many customers were injured as a result. If they operate their business, Nasser & Khalil's Bicycles, an LLPS (Limited Liability Partnership), neither the business nor the O partners would be liable for the injuries. they would be personally liable for the injuries. the business would not be liable for the iniuries
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- Wiener Haus #82 has been underperforming for a few years. The franchisee (owner of Haus #82) is frustrated and files a claim against the franchisor for breach. The franchisee claims that the agreement he signed contained a statement at the start of the agreement detailing that the business model the franchisor developed was "proven effective and profitable." On these facts, does the franchisee have a winning breach of contract claim against the franchisor? O No, the contract formed was a voidable contract. Thus, the franchisor is void of responsibility if the business model does not produce profit for the franchisee. O Yes, the franchisee relied on these statements when deciding to contract and thus the franchisor should be responsible when the business model fails to work for the franchisee. O No, courts have generally held that the type of language relied upon by the franchisee is "prefatory" and does not create a duty on the part of the franchisor. O Yes, the money paid to the…Ay-Bee-Cee-Dee Corp. has filed a Subchapter S election under the Internal Revenue Code for taxation purposes. As you know, S corporations are allowed only a limited number of shareholders and, regardless of the number, certain types of entities, including other corporations, cannot be shareholders in S corporations. Carter wants to transfer his shares of Ay-Bee-Cee-Dee Corp. to CarCor, Inc., a corporation that he and his brothers own. If Able, Baker, and Dennis want to preserve their Subchapter S election and, thus, block the transfer of Carter's shares to CarCor (without being stuck having to purchase Carter's shares themselves), which of the following transfer restrictions would best allow them to accomplish their goal?Skip and Jack are the shareholders of the Blue Fish Event Corporation. Skip and Jack regularly put on classy events on or near the beach, so they have a special insurance policy to protect their assets. Business has been slow as fewer large beach weddings are taking place, so Skip and Jack use a large fan to blow down and damage most of their décor assets, some of which were personal assets of Skip and Jack, to collect the insurance benefits. (a) Assuming their acts are proven, will a court allow Skip and Jack to recover the insurance money? (b) Is this a situation where the corporate veil may be pierced? Why or why not? (c) What would it mean for Skip and Jack if the corporate veil is pierced in this situation?
- Explain the case of Regentcrest plc v. Cohen. And the consequences they facedWilliam Carlton was the sole shareholder in ten New York City corporations, including Seon Cab Corporation. Each corporation owned two taxicabs, and each cab was covered by the minimum $10,000.00 automobile liability insurance required under New York State law. A taxicab owned by Seon Cab Corporation struck and severely injured John Walkovsky, who sued for damages. Walkovsky named all ten corporations, Carlton individually, as well as the individual driving the cab that hit him, as defendants. The plaintiff alleged that the corporations, although seemingly independent of one another, operate as a single entity, unit and enterprise with regard to financing, supplies, repairs, employees, and garaging. The plaintiff asserted that the multiple corporate structure constituted an unlawful attempt to defraud members of the general public who might be injured by the cabs. He sought to hold Carlton, the sole shareholder of each corporation, personally liable for his injuries. 1. Is there…The following statements are true, except * -A limited partner is liable for partnership debts up to the extent of his capital contribution -An industrial partner can also be a capitalist partner at the same time. -An industrial partner who engages in business for himself can be excluded from the partnership. -A capitalist partner may engage in the same line of business as that of the partnership -answer not given The following partnership accounts represent a liability of a partner to the partnership, except * -Receivable from partner -Loan to partner -Due from partner -all of the above -answer not given A partner’s capital account is credited for the following transactions, except * -Share in net income -loan from the partner -Original and additional investment -both A and C -answer not given
- Palatka Costumes & Caps LLC ("PC & C") is a large props company formed in 1957, and Frodo Flags Corporation is a small, local flag manufacturer formed in 2015. These two businesses never had any dealings with each other until they recently entered into a contract, with terms all drafted by PC & C. The contract provides that PC & C shall purchase 1,000 flags that Frodo Flags will specially design for PC & C. The contract further provides that PC & C has the right to initiate, on a weekly basis, purchase orders of up to 100 flags until the contract's total number of flag purchases - 1,000 flags has been met. Also, the contract includes a clause stating that PC & C can cancel its obligation to pay for the remaining flags at any time if any Frodo Flags shipment does not arrive on the exact day as stated in a particular purchase order; this last provision is included in the contract even though time was of little importance to PC & C. W The first shipment of 100 flags arrives a day late,…Unlimited liability is an advantage of a sole proprietorship; True or FalseMork and Mindy create a for-profit corporation, Mork's House, to provide shelter to homeless and abused women and children. Mork and Mindy are shareholders of the corporation. Zada is also a shareholder in the corporation, along with five others. Douglas manages the day-to-day operations of the corporation. The bylaws of the corporation provide that the corporation is established for the sole purpose of providing shelter, food, and care for homeless and abused women and children and for no other purpose. When the refrigerator in Mork's House stops working, Douglas purchases a new refrigerator from Home Depot and charges it to the corporation. If Zada challenges the purchase as being ultra vires: she will lose, because purchasing the refrigerator is an express power of the corporation. she will lose, because purchasing the refrigerator is an act reasonably necessary to accomplish the goals. she will win, because the bylaws do not address purchases of appliances. she will win, because…
- Ay-Bee-Cee-Dee Corp. has filed a Subchapter S election under the Internal Revenue Code for taxation purposes. As you know, S corporations are allowed only a limited number of shareholders and, regardless of the number, certain types of entities, including other corporations, cannot be shareholders in S corporations. Carter wants to transfer his shares of Ay-Bee-Cee-Dee Corp. to CarCor, Inc., a corporation that he and his brothers own. If Able, Baker, and Dennis want to preserve their Subchapter S election and, thus, block the transfer of Carter's shares to CarCor (without being stuck having to purchase Carter's shares themselves), which of the following transfer restrictions would best allow them to accomplish their goal? Multiple Choice Right of first refusal Consent restraint Provision disqualifying purchasers Buy-and-sell agreement Option agreement Right of first refusal Consent restraint Provision disqualifying purchasers Buy-and-sell agreement Option agreementThe client seeks advice concerning the actions of the majority stockholder in a small corporation. The majority stockholder owns 58 percent of the stock, and the client and another shareholder together own 42 percent. The majority stockholder controls the board of directors and is president of the corporation. He refuses to allow the corporation to issue any stock dividends. Until recently, the client and the other minority stockholder worked for the corporation. Last month, the majority stockholder fired the client and the minority stockholder. What sections of Am. Jur. 2d discuss this topic?Jane is an attorney licensed to practice law in California. She performs legal services for John pursuant to a written fee agreement. John fails to pay Jane the balance due Jane for her services. Jane files a lawsuit against John in which she seeks, as plaintiff, to recover the $9,000 she believes John owes her. John retains a lawyer, Waldo, to represent him and pays Waldo $3,000 for his services in defending John against Jane's suit. Six months after filing the suit and getting nowhere in negotiations with Waldo, she calls John directly to try to negotiate a settlement. Jane has now violated a rule of professional conduct because she is not allowed to contact a party who is represented by an attorney, and John is represented by Attorney Waldo. violated a rule of professional conduct because she charged a fee of greater than $1,000 and did not have a written agreement with the client. O not violated any rule of professional conduct based on the facts given. O both a. and b. are…