The Legal Environment of Business: Text and Cases (MindTap Course List)
The Legal Environment of Business: Text and Cases (MindTap Course List)
10th Edition
ISBN: 9781305967304
Author: Frank B. Cross, Roger LeRoy Miller
Publisher: Cengage Learning
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Chapter 19, Problem 4BCP
Summary Introduction

Case summary: Persons W and M, shareholders of firm C, filed a law suit against other shareholders MH and K and accountant J for breach of duty. Persons W and M claimed that accountant J acted on behalf of MH and K and caused disadvantages to them. It was alleged that J had purposely altered the books of firm C to increase the financial liabilities of W and M.

To find:The duty of J towards W and M.

Summary Introduction

Case summary: Persons W and M, shareholders of the firm C, filed a law suit against other shareholders MH and K and accountant J for breach of duty. Persons W and M claimed that accountant J acted on behalf of MH and K and caused disadvantages to them. It was alleged that J had purposely altered the books of firm C to increase the financial liabilities of W and M.

To find:The possibility of the breach of duty by person J.

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"Lillian Pritchard was a director of Pritchard & Baird Corporation, a business founded by her husband. After the death of her husband, her sons took control of the corporation. For two years, they looted the assets of the corporation through theft and improper payments. The corporation’s financial statements revealed the improper payments to the sons, but Mrs. Pritchard did not read the financial statements. She did not know what her sons were doing to the corporation or that what they were doing was unlawful. When Mrs. Pritchard was sued for failing to protect the assets of the corporation, she argued that she was a figurehead director, a simple housewife who served as a director as an accommodation to her husband and sons. Was Mrs. Pritchard held liable?"
Muller, a shareholder of SCM, brought an action against SCM over his unsuccessful negotiations to purchase some of SCM’s assets overseas. He then formed a shareholder committee to challenge the position of SCM’s management in that suit. To conduct a proxy battle for management control at the next election of directors, the committee sought to obtain the list of shareholders who would be eligible to vote. At the time, however, no member of the committee had owned stock in SCM for the six-month period required to gain access to such information. Then Lopez, a former SCM executive and a shareholder for more than one year, joined the committee and demanded to be allowed to inspect the minutes of SCM shareholder proceedings and to gain access to the current shareholder list. His stated reason for making the demand was to solicit proxies in support of those the committee had nominated for positions as directors. Lopez brought this action after SCM rejected this demand. Will Lopez succeed?
Quincy forms a manufacturing corporation, the Fabri-Q Co. (Fabri-Q). He is the sole shareholder. He does not keep records of any dividends and very little records of the corporation's accounts. Ten months after the formation and incorporation of Fabri-Q, one of Fabri-Q's products injures a user and Fabri-Q is sued. Which of the following ordinarily is a reason for a court to hold Quincy personally liable? O If Quincy is not held liable, creditors would not be fully compensated. O Fabri-Q's headquarters was at the same address as another business that Quincy. O The corporation did not elect any directors. O Quincy decides to use some of the profits from Fabri-Q - paid to him as a dividend to pay his personal debts. O Quincy served as the CEO and CTO (Chief Technology Officer) of Fabri-Q.
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