Case summary: Persons J, P, S, and F formed a company B to bid on the contract of construction. A clause mentioned in the contract, stated that 75
To find: Whether the LLC statute, fiduciary duties and operating agreements of B being breached by J.
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Chapter 17 Solutions
MindTap Business Law, 1 term (6 months) Printed Access Card for Cross/Miller's The Legal Environment of Business: Text and Cases, 10th (MindTap Course List)
- Bailey is a limited partner in his company. A general partner in his company is going on an extended vacation and has asked Bailey to run the company while he is gone. If Bailey agrees to do so, he will no longer qualify as a limited partner. ( a) True b) Falsearrow_forwardPls helparrow_forward16arrow_forward
- The “Compliance with Standards Rule” requires that a member who performs professional services, including consulting services, comply with standards promulgated by bodies designated by Council, regardless of whether the member is holding out as a CPA. The standards applicable to members performing consulting services are set forth in the Statements on Standards for Consulting Services (SSCSs) and specifically state that such standards apply to members holding out as a CPA while providing consulting services. Would a member who does not hold out as a CPA be in compliance with “Compliance with Standards Rule” if the member did not comply with the SSCSs while performing consulting services for a client? Yes or Noarrow_forwardPhillip is a broker who was hired by Sam to help him find a new investment property. Phillip identifies a property that fits Sam's investing criteria. Sam asks Phillip to do some research and provide him with an opinion of title on the property. Is Phillip permitted to do this? ○ No. This would be considered an unauthorized practice of law. No. Phillip needs his sales associates license in order to issue an opinion of title. Yes. Brokers are always permitted to issue an opinion of title. Yes. As long as Phillip notifies FREC, he can issue an opinion of title.arrow_forwardAble does not ever want Baker's shares to be transferred to Baker's brother, who has been convicted of criminal fraud and embezzlement on several occasions and who is currently serving time in a federal prison for one of those convictions. Which of the following types of restrictions on the transfer of Baker's shares might Able insist to accomplish this, even if Carter and Dennis don't share Able's concerns? Multiple Choice A put agreement Option agreement Provision disqualifying purchasers Buy-and-sell agreement Right of first refusalarrow_forward
- 1. Ben agreed to sell his family's property to his golf buddy Lim. When Ben returned home and conveyed the news to his wife, Cheryl, she was furious with him for not consulting her first. She insisted that they incorporate a company with only both of them as the directors and sell the property to the newly incorporated company called BBCC Sdn. Bhd. Cheryl told Ben that when Lim approached him for the property, he can inform him that the property had been sold for a better price to BBCC Sdn. Bhd. a) Explain to Ben the principle of separate legal entity and lifting the veil of incorporation. b) Advise Lim regarding his chances of success if he still wishes to own Ben's Property.arrow_forwardIf any of the owners decided eventually to sell any or all of their shares and had identified a potential buyer, they all agreed that Ay-Bee-Cee-Dee Corp. should be granted the right to match the offer of the potential buyer and, thereby, buy back the shares rather than allowing that potential buyer to become a part owner of the company. To accomplish this, which of the following types of restrictions on transfer needs to be attached to the shares? Multiple Choice Provision disqualifying purchasers Buy-and-sell agreement Consent restraint Right of first refusal Option agreementarrow_forward1. Which of the following is an advantage of partnerships? a. Each partner has limited liability for the debts of a business. b. Each partner is responsible only for his or her acts. c. A business continues to exist even after the death of any one partner. d. More capital can be raised since good credit may be available. 2. Which of the following factors should be considered while choosing the proper legal form for a business? a. Packaging of the product b. Location of the factory c. Nature of the business d. Name of the product 3. Once the choice of a legal form for a new business has been made, it cannot be changed until the business is dissolved or sold. a. True b. False 4. An equal partnership between owners is advisable in order to facilitate decision-making. a. True b. False 5. Which of the following is an advantage of a corporation? a. It cannot make use of a business owner's personal property…arrow_forward
- 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 agreementarrow_forwardAy-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 Provision disqualifying purchasers О Right of first refusal Option agreement О Consent restraintarrow_forwardWhat happens when homeowners owe more to subcontractors than the total price they were to pay the general contractor because the general contractor has not paid the subcontractors and the general contractor is no longer solvent? a. Courts and states have differing standards of equity applied in resolving these issues b. The homeowners cannot be liened by the subcontractors c. Homeowners are always exempt from paying more than they owed the general contractor d. The homeowners must pay the full amount due to all subcontractorsarrow_forward
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