Business Law 2

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BUSINESS LAW CASE 2

 

 

Venue. In state court, a venue transfer is from one county to another in the SAME state; Michigan’s jurisdiction ends where Michigan does. In the federal court system, venue can be transferred anywhere in the country since the federal jurisdiction only ends where America does. That said, venue transfers, whether in a state or in the federal system, must pass certain substantive tests. Therefore, since the plaintiff chose the venue, the question would be “why would she choose a place so far from home?”

 

Brandy Austin used powdered infant formula manufactured by Neslte, USA, Inc. to feed her infant daughter. Austin claimed that a can of the formula contaminated with Enterobacter sakazakii bacteria, causing severe injury to the infant. The bacteria can cause infections of the bloodstream and the central nervous system—in particular, meningitis (inflammation of the tissue surrounding the brain or spinal cord.) Austin filed an action against Nestle in Hennepin County District Court in Minnesota. Nestle argued for a change of venue because the alleged harm occurred in South Carolina. Austin is a South Carolina resident and had given birth to her daughter in that state. Should the case be transferred to a South Carolina venue? Why or why not? [Austin v. Nestle USA, Inc., 677 F.Supp2d 1134 (D. Minn. 2009)] (See Basic Judicial Requirements)

 

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Homework Assignment and Test

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1.      A close relative is not regarded as third party for recovery against emotional distress.

True

False

2 points

 

Question 2

1.      “One who waits too long to complain has indicated satisfaction with the agreement despite the initial lack of true consent” is the idea behind the doctrine of:

ratification.
forbearance.
rescission.
emancipation.

2 points

 

Question 3

1.      A contract that is impliedly accepted by doing something that objectively indicates agreement can be considered as a bilateral contract.

True

False

2 points

 

Question 4

1.      Fernando is the owner of Pick Food Restaurant. He makes an oral agreement with Purple Lotus Works for the design and production of 5,000 unique custom-made dinner plates with the logo of Pick Food Restaurant on them. Purple Lotus reworks its production schedule and creates dies to add Pick Food Restaurant’s logo in the designer plates. A week later, Fernando calls Purple Lotus and says that he no longer wants the plates and calls off the deal. In this scenario, it is most likely that:

the parties’ agreement is at Fernando’s disposal because he is the customer.
Purple Lotus is protected by the statute of frauds exception for specially-manufactured goods.
the parties’ agreement is not valid since it was only an oral agreement.
the agreement between Fernando and Purple Lotus is unenforceable and Fernando is protected under the statute of frauds.

2 points

 

Question 5

1.      Both federal and state laws spell out the specifics of cybercrime. Which of the following statements is true of these laws?

Only an individual may face liability based on the use of electronic communication; corporations are out of their purview.
Altering data stored in another person’s computer is not considered illegal.
A corporation is not liable for the online activities of its employees.
Accessing the services of a commercial service provider without paying fees is a crime.

2 points

 

Question 6

1.      As used in the Uniform Commercial Code (UCC), the concept “reasonable”:

is a practical standard used to gauge what people really do in the marketplace.
is a theoretical concept based on the “reasonable person standard” of tort law.
refers to the capacity to contract.
refers to what a reasonable person would do in the marketplace.

2 points

 

Question 7

1.      A petition for Chapter 13 proceedings can be initiated by the:

voluntary petition of a debtor.
involuntary petition of creditors.
trustee.
secured creditors.

2 points

 

Question 8

1.      If a buyer accepts defective goods and wants to hold the seller liable, the buyer must give the seller notice of the defect:

only in writing.
within a reasonable time after detecting the defect.
within the same financial year of the purchase.
when the contract is made.

2 points

 

Question 9

1.      Commercial frustration:

is very similar to impracticability.
occurs when the event is foreseeable.
excuses performance when events occur before the formation of the contract.
occurs when the promisor expressly assumes the risk that the event has occurred.

2 points

 

Question 10

1.      A _____ is designed to reach things belonging to the debtor that are in the hands of third parties.

writ of quo warranto
writ of garnishment
writ of certiorari
writ of mandamus

2 points

 

Question 11

1.      Fungible goods are:

goods which are packaged and labeled separately (such as units which come in cartons or cases).
mixed goods that are identical and cannot be separated (such as grain or coal).
perishable goods which have been improperly packaged or which have damaged packaging and are prone to contamination.
goods which conform to any promises or statements of fact made on the container or label.

2 points

 

Question 12

1.      Artisans who retain goods are liable for conversion if they:

return the goods before the debt has been paid.
keep the goods without the right to a lien.
lose the goods to the debtor in a fraudulent manner.
sell the goods for the unpaid charges.

2 points

 

Question 13

1.      Common law arises when:

courts are called upon to resolve disputes for which there is no statute or other source of law establishing a rule.
constitutional statutes are found to interfere with the freedom of expression.
there are statutes and other sources of law establishing a particular rule and the courts decide to improvise this existing statutory law.
the government wishes to encourage certain kinds of investments.

2 points

 

Question 14

1.      Blue laws are uniform across all states in the country.

True

False

2 points

 

Question 15

1.      Erik filed a case in a municipal court against Leela for a minor criminal violation. Dissatisfied with the decision of the court, Erik can now appeal the case in a court of record.

True

False

2 points

 

Question 16

1.      Consideration can have legal value if the promisee:

does not involve in an act in the case of unilateral contracts.
does something he or she had no prior legal duty to do in exchange for the promisor’s promise.
agrees to do something he or she has a legal right to do in exchange for the promisor’s promise.
does not give up something in exchange for the promise made by the promisor.

2 points

 

Question 17

1.      A party that enters into an illegal contract can recover the considerations given if the party:

reports the illegal act to law enforcement after committing it.
rescinds the contract before any illegal act has been performed.
demonstrates an unequal bargain due to the illegal contract.
rescinds the contract immediately after the illegal act has been performed.

2 points

 

Question 18

1.      A common defense to the tort of interference with contract is:

lack of capacity.
privilege.
probable cause.
inducing a breach of contract.

2 points

 

Question 19

1.      A building that deviates slightly from the contract’s specifications does not qualify as substantial performance.

True

False

2 points

 

Question 20

1.      A counteroffer:

impliedly rejects an offer.
does not affect the material terms of the contract.
is a mirror-image of the offer.
is an inquiry into the terms of the offer.

2 points

 

Question 21

1.      A contract is implied when the parties directly state its terms at the time the contract is formed.

True

False

2 points

 

Question 22

1.      A consumer who misuses a product:

can hold the manufacturer liable even if the manufacturer uses a defense of strict product liability by knowingly assuming an obvious risk of injury by the consumer.
may not recover under the theory of strict liability.
will recover under the theory of strict liability if the misuse was not foreseeable.
cannot hold the manufacturer liable for not designing the product so that it could not be altered even if the danger it created was foreseeable.

2 points

 

Question 23

1.      A conditional sales contract is an example of a(n):

chattel paper.
document of title.
negotiable instrument.
investment property.

2 points

 

Question 24

1.      Assignments of future wages are not effective because:

they involve personal relationships.
they are contrary to public policy.
they materially alter the duties of the promisor.
they involve personal rights.

2 points

 

Question 25

1.      Bella is Ming’s babysitter. She takes Ming to the amusement park for a roller coaster ride. Due to the intensity of the ride, Ming, who has an especially weak heart, dies of a heart attack during the ride. Which of the following concepts best fits Bella’s act of negligence?

Proximate cause
Negligence per se
Breach of duty
Principles of causation

2 points

 

Question 26

1.      If Gwen hands Lisa a detailed offer for the purchase of Lisa’s pottery wheel and Lisa signs the offer without changing any of its terms, the parties have created a:

bilateral contract.
contingent contract.
unilateral contract.
multilateral contract.

2 points

 

Question 27

1.      A buyer is considered to have accepted a whole commercial unit of goods if:

the buyer pays for the goods before inspecting them.
the buyer accepts any part of the commercial unit.
the seller delivers even part of the commercial unit.
the seller delivers all the goods in the commercial unit.

2 points

 

Question 28

1.      A clothing store has opened a credit account in which Judy, a college student, gets Alice, her older sister, to agree to pay the amount owed on the account if Judy fails to do so. Which of the following statements is true of this scenario?

Judy is the obligor, and she is secondarily liable to the clothing store.
Alice is the guarantor, and she is primarily liable to make the payments.
Judy is the obligor, and she is contractually liable to the guarantor.
Alice is the guarantor, and Alice’s contract must be in writing to be enforceable.

2 points

 

Question 29

1.      Beck tells his mom that he is thinking of selling his vintage coupe to his neighbor, Sam, for $100. Beck’s mom calls Sam and tells him about her conversation with Beck. Sam then calls Beck and tells him that he accepts his offer. Under these circumstances, _____.

this is a contract
the offer has been conditionally tendered
the offer has not been communicated
the offer violates the UCC’s rule against third-party interveners in quasi contracts

2 points

 

Question 30

1.      According to the Fair Credit Billing Act (FCBA), if the credit card holder thinks that the card issuer has made an error on the statement, he has _____.

90 days from the time the card was issued to report, in writing, the error
30 days from the time the statement was mailed to report the error
120 days from the time the statement was mailed to report, in writing or orally, the error
60 days from the time the statement was mailed to report, in writing, the error

2 points

 

Question 31

1.      A buyer is _____ if he cannot pay his bills when they become due.

unconscionable
liquidated
unaccountable
insolvent

2 points

 

Question 32

1.      Blackhawk Corporation contracted to sell Greeneye Corporation some materials that Greeneye needed to fulfill a contract it had with a third party. Knowing that Greeneye was in desperate need of the materials, Blackhawk called Greeneye the day before delivery was due and threatened to withhold delivery unless Greeneye agreed to pay a higher price. Greeneye could not get the materials elsewhere and would suffer a huge financial loss without them, so it agreed to pay the higher price. Greeneye later asserts that its promise to pay the higher price is unenforceable because it was the product of duress. Which of the following statements is true of this situation?

Blackhawk only exercised superior bargaining powers and therefore is not at fault.
Under modern contract law, Blackhawk’s threat to cause Greeneye economic harm could be considered duress and the contract may be considered voidable.
Blackhawk’s threat could not be considered duress because they had a legal right to seek a higher price for its goods.
Under modern contract law, Blackhawk’s threat to cause Greeneye economic harm may be unintentional tort, but not duress.

2 points

 

Question 33

1.      A corporate manager looking for ethical guidance that neither the law nor social norms accounts for must rely on:

a strategy that will maximize profits.
his or her individual conscience.
the advice of other managers.
his or her system of delegation to subordinates.

2 points

 

Question 34

1.      Corporations have long been considered “persons” protected by some constitutional guaranties.

True

False

2 points

 

Question 35

1.      A young American woman named Monica killed her illegitimate child and buried the body in her backyard. Many years later, Monica called Claudio, the local policeman, and told him the entire story over the telephone before he could utter a single word. She then told him that voices from her backyard told her to confess to the crime. Monica told the police where to dig, and they unearthed a metal box containing the skeletal remains of a baby in her yard. Which of the following statements would be true of this scenario?

The remains cannot be used as evidence against Monica because this would violate her Fifth Amendment privilege against self-incrimination.
Insanity on the part of a criminal defendant can affect a criminal trial.
The remains cannot be used as evidence against Monica because Claudio did not inform her of her right to remain silent before she told him her story.
Juries are often welcoming toward insanity pleas, because they fear that innocent defendants might be punished.

2 points

 

Question 36

1.      Identify the statement that is true of perfection by attachment of consumer goods.

If the secured party filed a financing statement for the collateral, the new buyer takes the collateral free of any security interest.
If the goods are to become fixtures, the creditor can get full protection through perfection by attachment.
If the new buyer buys from the debtor without knowledge of the interest, for value, and for personal use, the new buyer takes free of the security interest.
If the consumer goods are motor vehicles for which the state issues certificates of title, perfection by attachment to the vehicle is effective.

2 points

 

Question 37

1.      A liquidated debt is one that is due and certain, which means that there is no dispute about the existence or the amount of the debt.

True

False

2 points

 

Question 38

1.      If a person has been discriminated by the government on the basis of the fact that he or she is an illegitimate child, the regulation will be evaluated under _____.

strict scrutiny
rational analysis
intermediate scrutiny
the Takings Clause

2 points

 

Question 39

1.      Compensatory damages are also known as:

actual damages.
punitive damages.
nominal damages.
statutory damages.

2 points

 

Question 40

1.      A minor can disaffirm a contract if:

he or she has not ratified the contract on reaching majority.
the contract is for real estate.
he or she has given a false statement about his or her age.
he or she has not returned the adult to status quo first.

2 points

 

Question 41

1.      Campus Bus Service entered into a contract with Smith Bus Company to purchase 10 buses. One week before Campus Bus was scheduled to receive the buses, a fire destroyed Smith’s warehouse and the buses inside. As a result, Campus Bus had to purchase its buses at a slightly higher cost from another manufacturer. Campus Bus sues Smith Bus for damages for breach of contract under these circumstances. Assume Campus Bus did not bear the risk of loss of the goods under the contract. In this scenario, _____.

Smith Bus should be excused from performance under the clause for the rights on improper delivery
Smith Bus should not be excused from performance because it did not act in good faith
Smith Bus should be excused from performance under the test of commercial impracticability
Smith Bus can exercise its right of anticipatory repudiation

2 points

 

Question 42

1.      If a creditor owns a debt that is provable and nondischargeable, he or she _____.

may participate in the distribution of the debtor’s estate
can recover only the money provided by the bankrupt’s discharge
must not enter into any voluntary agreement with the debtor for discharge of the debt
needs court approval for reaffirmation of loans

2 points

 

Question 43

1.      A useful tool for understanding and persuading that combines basic analytical thinking with recognition of the special features of the underlying legal system is _____.

sociological jurisprudence
legal positivism
legal reasoning
analytical reasoning

2 points

 

Question 44

1.      A buyer has a retail store in Florida and the seller is a manufacturer in California. If the buyer orders goods from the seller and the goods are shipped “FOB Florida,” which of the following statements is true?

The seller bears the expense and risk of delivering the goods to Florida.
Neither the seller nor the buyer bears the risk of delivering the goods as the goods are insured.
The seller is allowed to charge a nominal fee for delivering the goods.
The buyer bears the risk of loss as he is responsible for taking possession of the goods.

2 points

 

Question 45

1.      Corporate codes of ethical conduct:

effectively deter unethical behavior.
are sometimes viewed as thinly disguised attempts to mislead the public into thinking that the company behaves ethically.
accurately reflect the values of society.
tend to expressly publish policies that deal directly with corruption to avert legal measures that might impose severe constraints.

2 points

 

Question 46

1.      Arbitration of disputes under the purview of “lemon laws” under state statute is:

not required by most statutes.
usually binding on the consumer, not the manufacturer.
usually binding on the manufacturer, not the consumer.
not binding on either the manufacturer or the consumer.

2 points

 

Question 47

1.      Beck Inc., a food processing company in Chicago, placed a phone order with Gary, a vineyard owner in California, for a certain quantity of perishable products. The shipping term was “CIF” with payment to be made on delivery. Gary contracted with a carrier to deliver the goods to Beck Inc. However, he neglected to ship the goods under refrigeration. The goods were loaded on a non-refrigerated boxcar and as a result the product was spoiled when it reached Chicago. Under these circumstances, _____.

neither Gary nor Beck Inc. bears the risk of loss as the goods are insured
Beck Inc. bears the risk of loss because, under a CIF shipment, the buyer has to bear all risks
Beck Inc. bears the risk of loss as the contract did not mention that Gary will guarantee their delivery
Gary bears the risk of loss because, under a CIF shipment, the seller bears the expense and the risk of loading the goods

2 points

 

Question 48

1.      Chuck Olson, aged 16, buys a used car from Bobby Duncan Used Cars Center on September 15, 2006. Olson agrees to pay $200 a month for 12 months. A month after the purchase, Olson is involved in an accident that wrecks the car. He immediately calls Duncan Cars and informs them that he is disaffirming the contract. According to traditional common laws, which of the following is most likely to be true?

Olson does not have a duty to place Duncan in status quo ante.
Olson can ask Duncan to pay for the damages as he hasn’t made the full payment for the car.
Olson has to pay for the damages and then return the car to Duncan.
Olson can successfully press charges and force Duncan to take care of the damages caused to the car.

2 points

 

Question 49

1.      A donee beneficiary:

is a third-party beneficiary to whom a gift of the contracted performance is given.
is a third-party beneficiary who is no longer a part of an agreement.
is a third-party beneficiary who incidentally benefits from a contract.
is a third party beneficiary who cannot recover the value of the promised performance.

2 points

 

Question 50

1.      A common law lien essentially includes:

possession by the court.
a debt to the court created by the failure of a surety to pay a creditor.
possession by the improver as well as debt created by the improvement.
an improvement which does not become a part of the property.

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LEGAL FORMATION CASE STUDIES–MEMOS

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LEGAL FORMATION CASE STUDIES–MEMOS

Read the following fact patterns. Assume the role of consultant and prepare a brief memorandum for your clients that suggest the appropriate business structure for their needs. In doing so, fully explain your reasoning and spell out the pros and cons of the suggested structure. Also, include the reasons why you excluded other forms of consideration. If there is additional information you would need from the entrepreneurs, indicate the questions you would ask them. Your response should be a minimum of 500 words.

 

Updated assignment1.  LEGAL FORMATION – MEMO:  Select and answer 1 out of the 3 Case Studies Memos presented on pp. 20-21 in the syllabus below.  Critical Thinking: Be sure to explore all alternatives before presenting your final recommendation.

 

1. Green is a talented artist and he creates landscape paintings while working in the open air. Green originally started selling his works at flea markets and small craft fairs. The popular response encouraged him to create a website and start a mail-order business. He outsources some of the printing responsibilities, and hired someone part time to help him ship out his work to website-based customers. He does not currently own permanent retail space, but he has not ruled it out. What business structure(s) would you recommend to Green? Advise Green of the pros and cons of that structure.

 

2. Sue and Nancy have just patented a coffee-roasting procedure and have plans to open a small, storefront coffee-shop in suburban New Jersey that will be centered around that process. Both have substantial personal assets. However, they also will be seeking additional financial backing through loans and investors. They will need to pay rent, invest in all of the machinery for the store, purchase décor and furniture, stock supplies, and develop a marketing campaign. They are new to the business, with few business connections, and they plan to canvass their friends and family for potential backings. What business structure(s) would you recommend to Sue and Nancy? Advise Sue and Nancy on the pros and cons of that structure.

 

3. Matt, Brock and George are good friends who are skilled web-site designers. They have complementary skills and work well together. One thing they share in common is that they are self-proclaimed “control freaks” and do not like to take orders from others. As such, the trio has decided to pool their resources, self-employ, and create a web design and consulting business. They would work with small companies and perform various services such: design websites, set up online e-commerce stores, provide digital photography services, provide graphic design consultation, and programming (for bookkeeping, privacy and security, etc.). Matt would travel extensively and meet with clients; Brock would provide the expertise and consulting; George would provide the programming. They have limited personal assets and would need seed money to implement this business plan. Initially, they need a company vehicle, small office space, and technical equipment. They have plans for extensive future growth and eventually would like to work with larger companies. What business structure(s) would you recommend to Matt, Brock, and George? Advise them on the pros and cons of that structure.

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Law homework help

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The paper will be 8-10 pages, double-spaced, and should also include a title page, a List of References in correct APA format, and a 1-page Executive Summary. Your paper should be written for your senior principle and should reflect a manager’s perspective. You should think through the resources (literal and non-literal) available,and how you might plan and sequence collection to satisfy analysts’ priority intelligence requirements, which are outlined below. Included in your paper should be a discussion of a summary of the targets, limitations, and your alternate plan if you are unable to get the collection assets you request.

 

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Discussion+analysis

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Discussion: Employment Law (200-300words) This week’s discussion on the topic of employment law is a little different.  The idea is to watch an episode of the American version of The Office and identify a legal issue related to employment law (Title VII, sexual harassment, ADA, ADEA, etc).  I find The Office not only a very entertaining television program but also a source for legal issues that could arise in an employment setting.  Therefore when undertaking the assignment provide the fact pattern which you identified in the episode and then analyze the situation using the IRAC method which we have used for the discussions in this course.  The Office may still be in syndication on a few television channels and many of the episodes may be seen on NBC.com.  Additionally NetFlix and Amazon subscribers will find it in those platforms, “canistream.it” is a way to look for availability and most public libraries should have multiple seasons available.  I am sure that there are other ways to view the show as well.  In the first portion of your discussion provide the fact pattern to a degree that other students who may not be familiar with the scenario will be able to provide comments to your post.

Below is an example I put together from an episode of the show – this scenario would correspond to Chapter Twenty Two in our text, which we are not covering this term.  From the fact pattern I put together 2 IRAC analyses.  You only need to do 1.  I have seen every episode of The Office a number of times, so do not try and make something up, I will know.

THE OFFICE SCENARIO:  The workers in the warehouse of Dunder-Mifflin were considering forming a union.  Jan Levinson, an executive of the Dunder-Mifflin, a member of management, informed the employees, who were considering forming a union, that they should take into consideration what happened at another Dunder-Mifflin branch which formed a union.  That branch was shut down, implying that the employees all lost their jobs.

ISSUE (1):  What procedures must the employees follow to form a union?

RULE (1):  To form a union, organizers distribute authorization cards to the employees.  If a majority of the cards approve union representation, the employer may voluntarily certify the union.  Once a union is certified, the employer must bargain with the union regarding employment terms and conditions.

If the Employer does not voluntarily certify the union, union organizers can petition the NLRB for an election.  To authorize an election, a minimum of 30% of employees must support a union or an election on unionization and there must be an appropriate bargaining unit, consisting of employees that share a mutuality of interest.

APPLICATION/CONCLUSION (1):  If 50% or more of the warehouse workers state on their authorization cards that they want to be represented by a union, the organizer (let us say Darrel) may submit said results to Dunder-Mifflin for certification.  Dunder-Mifflin may choose to certify the union.

If Dunder-Mifflin does not recognize the authorization cards, then Darrel may petition the NLRB for an election.  If Darrel can demonstrate a minimum of 30% of the warehouse workers support a union and an appropriate bargaining union exists, the NLRB most likely will authorize an election.  Considering that the warehouse workers have a mutuality of interest:  they are all located in one location in Scranton, PA and their respective jobs are similar in nature, I believe the requirements for an NLRB election are met.  If a majority of the warehouse workers vote in favor, the union is certified and Dunder-Mifflin would be required to negotiate with the union rather than individual employees.

ISSUE (2):  Did Jan, as a member of management, commit an unfair labor practice by threatening the employees should they form a union?

RULE (2):  Considered unfair labor practices, under the NLRA, and deemed illegal activities, are employer’s actions that adversely affect the employees’ right to unionize and bargain collectively.  Though an employer may campaign against the formation of a union at its work place, an employer may not interfere with employees’ activities to form a union or threaten employees’ decision to join a union.

APPLICATION/CONCLUSION (2):  Pursuant to a case covered in the text a member of management informed employees forming a union that they (the employees) should read everything carefully before deciding to vote for a union and also told these same employees that the union does not always live up to its promises.  In that case, the court found the employer did not interfere or threaten the employees when deciding whether to have union representation.  In contrast, I feel that Jan’s actions go further than the aforementioned case.  In my opinion Jan’s comments that another branch shut down because the employees chose to form a union is a direct threat, implying that if the warehouse workers at Dunder-Mifflin, Scranton form a union their jobs will be eliminated, obviously impacting the warehouse workers economic well-being.  Therefore, I conclude that Jan, on behalf of the employer, committed an unfair labor practice whereby Darrel could file a complaint with the NLRB.

 

 

Article Analysis（150-200 words）

you will select an article from a business periodical which generally relates to this course and write a brief summary and analysis. When choosing articles for this weekly assignment, you should ask yourself “Would this article be interesting to a student in this course or to someone who is working as a business professional?”  This is an individual project.  Two points are deducted each day assignment is late.

Each article analysis assignment shall include four parts:

i. Title of the article, date of publication, and author (note: The Economist does not provide author’s names on articles) of the article that you selected;

ii. A paragraph(s) summarizing the content and context of the selected article;

iii. A paragraph (or more) of your reflections where you clearly and succinctly analyze the article, reflecting on its meaning as it relates to your coursework in this class and/or its usefulness for business professionals seeking to become legally-astute managers, entrepreneurs, government regulators, etc.  This analysis paragraph should include at least two references to the readings, resources, and/or discussions which are covered in the course; and,

iv. A link (URL) to the article

Recommended sources for your article:

· The Wall Street Journal (Links to an external site.)Links to an external site.

· The Economist (Links to an external site.)Links to an external site.

· Harvard Business Review (Links to an external site.)Links to an external site.

· The Financial Times (Links to an external site.)Links to an external site.

· National Public Radio U.S. News (Links to an external site.)Links to an external site.

· The New York Times (Links to an external site.)Links to an external site.

· The Washington Post (Links to an external site.)Links to an external site.

· The Guardian U.S. News (Links to an external site.)Links to an external site.

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law

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Assignment 2 – Researching Federal Codes

 

Using the Internet do a web search to find the Federal Government internet site for “United States Code”. Write a brief report answering the following questions:

(1) How many different titles are listed?

(2) Title 11 covers which topic?

(3) Title 15 covers which topic?

(4) Title 26 covers which topic?

(5) 29 U.S.C. Chapter 7 covers what subject?

Format: Answer questions 1-5. Your answers should be typed on 1 page of paper with answers numbered 1-5. Print the first page of each Title and U.S.C. chapter (1 page each as PDF) mentioned in each question (1-5). Turn in your answers together with copies of the first page of each Title in the assignment questions in PDF format (5 pages total). (Titles 11, 15, 26, and 29 U.S.C. Chapter 7).

Turn in your answers in PDF Format and uploaded to the CANVAS site for the course.

Due Date: This assignment is due by 7:00pm, Thursday, May 23, 2019.

 

 

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Unit 1 Discussion Forum

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This week our lectures will cover the basics of terminology of victimology and victimization. We will review how the criminal justice system handles the victim not the offender.

For our Unit 1 discussion, please locate a criminal case from your own area. (TENNESSEE) Provide a synopsis of the case itself by identifying the key players and basic information (crime description..ect). Provide a discussion of the how the criminal justice system handled the victim(s) during the case itself. Was the system objective, did the trial play out in the media, and what services can you see needed for the victim? (Remember the accuser is not always the victims…)

Support your work with APA references and remember your word count. 

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Police Administration11

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1) Read Case Study 3, “Strategic Planning in Spokane, Washington” (pp. 496-501). In narrative format with a minimum of 400 words discuss Chief Mangan’s approach to organizational change to community policing.

 

2)  Compare the values and vision statement that were developed in Spokane to the sample mission statements presented in Chapter 3. 200 WORDS OR MORE

 

3) In what ways are the various expressions of organizational purpose from the Spokane, Portland, Houston, and Madison Police Departments different?  Why do they differ? 200 WORDS OR MORE

 

4) If you were appointed as a new Chief of Police in your hometown, which missions and values are most important to you and why? 200 WORDS OR MORE

 

PLEASE FOLLOW THESE INSTRUCTIONS NUMBER YOUR ANSWER WITH THE QUESTION PLEASE SO I WILL NO WHAT ANSWERS GOES WITH WHAT !

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ethics and law 25 multiple choice

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1. Koffman Corporation is trying to raise capital. What method would be the least risky to raise capital if it has a less-than-favorable credit rating?

· Bond issuance, since additional debt can provide the company with more leverage.

· Bond issuance, since nobody wants to buy shares of a company with a less-than-perfect credit rating.

· Stock issuance, since stocks are more valuable as finance instruments.

· Stock issuance, since a credit rating won’t negatively affect Koffman’s ability to sell stock.
 

2. Bookmark question for later

Hal and Miranda have a general partnership business for landscaping projects. Hal makes a contract with a customer for a project one day while Miranda is absent and leaves on vacation the next day. Miranda does not feel she has the time to perform the contract for the customer. Which of the following is true?

· Indeterminable without more information.

· Miranda is obligated to perform the contract.

· Miranda may relinquish her obligation to perform the contract since Hal signed it without her knowledge.

· Only Hal is obligated to perform the contract.
 

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Kara wants to build a business. She has plenty of capital and potential investors and partners. She wants to avoid the burden of sole liability for her business and wants to be able to close the business when she is no longer interested in it. Which of the following would lead Kara to choose a sole proprietorship organization for her business?

· Avoidance of sole liability

· Ability to close the business easily

· Plenty of capital

· Many potential investors/partners
 

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Lily wants to build a business. She has very little capital. She does, however, have a partner with which she could run a business. Lily wants to be able to avoid being held personally liable for any problems the business has. Which of the following would lead Lily to choose a sole proprietorship organization for her business?

· None of the above

· Avoidance of personal liability

· Little capital

· Possession of a partner
 

5. Bookmark question for later

Abigail is a manager at her company. The company just launched an initiative to improve its corporate citizenship practices. Abilgail is responsible for all but which of the following areas?

· Vigilance of the board of directors

· Disclosure and transparency

· Integrity and ethical behavior

· Safeguarding shareholders’ interests
 

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Match each event with the order in which it occurs in the formation of a corporation.

 

First

 

 

Fourth

 

 

Third

 

 

Second

 

 

Drag and drop the choices from below.

Incorporators select a name for the corporation

 

Novations are executed

 

Business selects a state of incorporation

Articles of incorporation are filed

Reset Answers

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Mario and Johnny want to start a business. They have very little capital. They are new partners and largely unfamiliar with each other’s management practices. They are happy, however, to be organizing a business together in order to avoid full liability for the business. Which detail(s) of this situation would be the largest contributor toward Wade and Hunter’s decision to organize a general partnership?

· Sharing profits

· Unfamiliar with each other’s management practices

· Avoiding full liability

· Little capital
 

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Juan wants to be involved in business. He has plenty of capital to invest, but he does not want to be involved in management. He also does not want to worry about fluctuations in the market prices of debt and equity instruments. Which form of business would be best for Juan?

· Corporation

· LLC

· General partnership

· Sole proprietorship
 

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Noodleoo, a struggling restaurant chain, wants to enact a franchise agreement with Stephen to sell its product through a chain-style franchise. Stephen agrees and opens the store, and 6 months later Noodleoo goes bankrupt. Which is most likely true of this situation?

· If Noodleoo was transparent with its financial data, it owes no recompense to Stephen.

· If Noodleoo was not transparent with its financial data, it has broken the franchise rule.

· If Noodleoo was not transparent with its financial data, Stephen has no recourse.

· More than one response is correct.
 

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J-Chron’s board of directors periodically meets with the CFO of the company. The CFO reports on the financial status of a company project, after which the board inquires about the project’s compliance with legally-required accountings principles. It asks no other questions about the project. Which of the following is true?

· The board is meeting legally-required vigilance standards, but not necessarily those which would protect shareholders’ interest.

· The board is not legally required to meet vigilance requirements.

· The board is not meeting any basic vigilance requirements.

· The board is meeting all of its vigilance requirements.
 

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Identify the description that properly completes each prompt.

 

Piper is a manager in a corporation that was organized in Canada by one of his former coworkers. The company provides consulting services and training for architects employed by construction companies. The company recently went public, with shares being sold to about 500 investors. Piper’s company would be a __________ corporation.

 

 

Tucker works for a retail distribution company that was recently started. Tucker has invested a lot of his earnings into shares of the company. When quarterly earnings are posted, Tucker receives a check for 8% of the quarterly profit of the company. Tucker belongs to a __________ corporation.

 

 

Hal organized his business in Canada. Most of his customers are in Montana. In Montana, Hal’s business would be considered a(n) __________ corporation.

 

 

Zoey is the CEO of a corporation she organized herself with 15 shareholders. The company operates in several states, as well as outside of the U.S. Her business consists mostly of training services for in-home medical care personnel. Her company would be a __________ corporation.

 

 

Lenny organized his business in Delaware. He has customers in Delaware, other states in the U.S., and in foreign countries. Lenny’s business is __________ in Delaware.

 

 

Drag and drop the choices from below.

Domestic

 

Closely-held

 

Professional

 

Subchapter S

 

Alien

Reset Answers

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Sandy works for RigorMart. She supervises regional managers and directs them based on orders from the board of directors. Sandy’s position also entitles her to stock ownership in the company. What is Sandy’s position in the company?

· Executive, shareholder, and director

· Executive and shareholder

· Shareholder

· Executive
 

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Loptech, a technology firm, wants to issue bonds for investment purposes. Loptech has one of the best credit ratings in the industry. Market rates for debt instruments average at .5% interest. Based on its credit rating, Loptech would likely sell bonds that pay _____.

· Indeterminable with current information

· 0.75%

· 0.25%

· 0.5%
 

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Rita wants to be involved in business. She has a fair amount of money to invest, but she does not want to be involved in management. She wants to form a business in the quickest way possible under her circumstances. Which form of business would be best for Rita?

· LLC

· Sole proprietorship

· Corporation

· Limited partnership
 

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Match each term with its appropriate description.

 

Chain-style franchise

 

 

Distributorship

 

 

Plant-processing franchise

 

 

Drag and drop the choices from below.

A franchisee sells a franchisor’s product in a specific geographic area.

 

A franchisee makes or sells a franchisor’s product.

 

A franchisee produces and sells a franchisor’s product using the franchisor’s name.

 

 

 

 

 

1. Closely-held corporation

 

 

Publicly-held corporation

 

 

Public corporation

 

 

Professional corporation

 

 

Drag and drop the choices from below.

A business formed by the government

 

A business with a small number of shareholders

 

A business formed to assist experts in a particular business field

A business with a large number of shareholders

Reset Answers

2. Bookmark question for later

Wade and Hunter want to start a business. They have a large amount of capital. They have a good working relationship and believe they will do well sharing management responsibility and in sharing profits. They are happy to be organizing a business together in order to avoid full liability for the business. Which detail(s) of this situation would be most unhelpful toward Wade and Hunter’s decision to organize a general partnership?

 

· Large amount of capital

· Avoiding full liability

· Sharing management responsibility

· Sharing profits
 

3. Bookmark question for later

Which of the following is true concerning bonds?

· As company’s credit increases, the interest on its bonds tend to decrease.

· A bond’s collateral is always based on physical assets.

· Bonds are considered assets.

· A bond is an equity interest.
 

4. Bookmark question for later

Chloe is a non-executive supervisor at her company. She directs other employees but has no control of financial information or decision-making responsibilities. She would be responsible for contributing to which of the following areas?

· Maintaining a strong board of directors

· Safeguarding the rights and interests of shareholders

· Disclosure and transparency

· Promoting integrity and ethical behavior
 

5. Bookmark question for later

Reed works for Marimart. He assembles components for consumer products. He also conducts training for new hires at Marimart. Reed additionally purchases stock in the company? What is Reeds position in the company?

· Executive

· Shareholder

· Director

· More than one option
 

6. Bookmark question for later

Match each type of organization with the type of franchise it would typically belong to.

 

Distributorship

 

 

Chain-style franchise

 

 

Plant-processing franchise

 

 

Drag and drop the choices from below.

Restaurants

 

Car dealerships

 

Beverage bottlers

Reset Answers

7. Bookmark question for later

Which of the following is false concerning LLCs?

· LLCs are governed by state statute.

· LLCs are formed in much the same way as a general partnership.

· LLCs can be taxed as corporations.

· LLC owners are called members.
 

8. Bookmark question for later

The board of directors for Glenncorp makes an investment in distribution services that ultimately result in a net loss for the company and its shareholders. Shareholders in the company may:

· Demand compensation for their losses in proportion to their number of shares

· Sue the board of directors.

· Sign a petition to fire the board of directors

· Do nothing, as the board is protected by the business judgment rule
 

9. Bookmark question for later

Papapop makes a franchise agreement with a bottling factory to sell its product to the company for bottling and subsequent sale. Over the next several years, Papapop steadily demands a higher percentage of the bottler’s profit from sales. Which of the following is true?

· Papapop is restricted from demanding a higher profit percentage.

· None of the above

· Papapop is restricted from demanding a higher profit percentage if such increases are arbitrary.

· Papapop may demand a higher percentage without restriction.
 

10. Bookmark question for later

Which of the following is not a basic requirement of good corporate citizenship?

· Ethical environment

· Provision of benefits to employees

· Disclosure

· Strong and vigilant board of directors

 

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Business Law Final Exams

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Management 511B – Fall 2018 Exam

 

 

This exam consists of ten (10) questions which are to be completed by you individually, without consultation with any other person. In formulating your answer, the work may be done “open book, open notes” but citation to cases is not necessary or particularly helpful.

 

The exam should be completed by you, on your own, answers printed, and filed in the drop box maintained by Brian Harting in KH 455, not later than 5:00 PM on Tuesday, December 11, 2018. Please note Brian’s office closes at 5:00 PM each day. If for any reason you are not able to print and deliver your answers to Brian’s drop box, you should email the answers to Xuan Wang at wang.xuan@wustl.edu. with a copy to dpaule@pcblawfirm.com. Be sure in whatever format the exam answers are delivered that you clearly include your name on the answers (and not only on the transmittal).

 

The time spent in completing the answers to the following questions should not take more than 3 hours in total.

 

The ten (10) questions will have a total weight of 60 points allocated as follows:

 

Questions 1 – 8 5 points each

Questions 9 and 10 10 points each

 

The questions are:

 

1. You and two business associates have agreed to go into business together and are going to cause a separate entity to be created through which that business activity will be conducted. The three of you will actively participate in the development of the business. You anticipate that there may be losses incurred in the initial start-up year and, after that, you expect the business to be profitable. It is your intention to reinvest most of the earnings in the business and, at some point a number of years in the future, plan to sell the business.

 

As a result of the Tax Cuts and Jobs Act that became effective January 1, 2018, what are the two most likely forms of business entity that you would utilize and, of those two, which would be most appropriate for you and your two business associates?

 

2. You have decided to begin a management consulting business in which you will be the sole owner and initially, the only person performing services.

 

You have been advised that if you conduct your business activity though a corporation or an LLC, there may be some opportunity to obtain “limits on liability”. Please explain how that would apply to you individually if your management consulting business is conducted through a separate legal entity.

 

3. You are responsible for the organization of a pass-through business entity which will be owned by 15 different owners. You have considered the formation of a limited liability company and also a corporation which you would intend to elect S Corp status for tax purposes.

 

What are the limitations on the use of an S Corp that you should consider, and the reasons why you might find the limited liability company to be more advantageous?

 

4. You are the personnel director of a major business entity and have been asked to assist in the recruitment and hiring of a new employee who will fill a new position in the marketing department. The Marketing Director has prepared a job description which outlines the duties and responsibilities of this position and which description includes as requirements that all candidates must be a graduate of an Ivy League College, must be between the ages of 25 and 35, and must satisfactorily pass a personality test before being considered for a new position.

 

Please discuss these requirements and whether they present any issues to you in proceeding with the recruitment and selection of an appropriate candidate. How should this be handled by you to assure compliance with all employment laws?

 

5. During the years prior to the passage of the Civil Rights Act of 1964, Duke Power openly discriminated against African-Americans by allowing them to work only in the labor department of the plant’s five departments. The highest paying job in the labor department paid less than the lowest paying jobs in the other four “operating” departments in which only whites were employed. In 1955, the company began requiring a high school education for initial assignment to any department except labor. However, when Duke Power stopped restricting African-Americans to the labor department in 1965, it made completion of high school a prerequisite to transfer from labor to any other department. White employees hired before the high school education requirement was adopted continued to perform satisfactorily and to achieve promotions in the “operating” departments.

 

In 1965, the company also began requiring new employees in the departments other than labor to register satisfactory scores on two professionally prepared aptitude tests, in addition to having a high school education. In September 1965, Duke Power began to permit employees to qualify for transfer to another department from labor by passing two tests, neither of which was directed or intended to measure the ability to learn to perform a particular job or category of jobs. Griggs brought suit against Duke Power, claiming that the high school education and testing requirements were discriminatory and therefore prohibited by the Civil Rights Act of 1964. Is Griggs correct? Why?

 

6. In the reported case of Kurt D. Ellison vs. O’Reilly Automotive Stores, Inc., the trial court awarded $200,000 in compensatory damages and $2M in punitive damages. That award was affirmed on appeal. What were the actions by O’Reilly Automotive Stores, Inc. that caused a punitive damage award of $2M and the analysis by the court that supported that award?

 

7. A debtor went through bankruptcy under Chapter 7 and in that bankruptcy proceeding claims certain exempt property, does it make any difference in which state the debtor resides at the time of filing of the Chapter 7 proceeding in determining the exempt property to be granted to the debtor? Explain.

 

8. Until the case of Brookfield Communications v. West Coast Entertainment only “source confusion” would support a finding of trademark infringement. Brook field introduced a new concept that has been found by several courts to support copyright infringement in the context of the Internet. Identity that concept and described how it differs from source confusion.

 

 

9. You have been operating a very profitable consulting business in which you have offered consulting services to the public. Your clients are individuals and business entities of all types. You have not in the past had any other employees and have conducted your business as a proprietorship.

 

You have decided to expand your business by hiring Joe Hotshot, who will work for you as an employee and also offer consulting services to your clients.

 

On his first sales call to a new client, Joe advises the client that your company will provide information technology consulting services and at the request of the client, includes in the proposal which he submits to the client that your company will guarantee the results and will continue to perform additional services beyond the number of hours specified in the proposal, without any limit, until the client is satisfied. With those provisions included in the proposal, the client accepts the proposal and commits to purchase the consulting services for a fixed fee of $725,000.

 

Joe is so pleased with his first sale that he stops in a bar to celebrate his success, before coming back to the office to give the client accepted proposal to you. After several celebratory drinks, Joe leaves the bar and is on his way to the office when he negligently runs over Mary Oldgal as she is crossing the street at an intersection. Mary is severely injured as a result of Joe’s negligence.

 

a. Are you obligated to perform the consulting service contract that Joe entered into on your behalf, including the commitment to continue to perform services under the guarantee until the client is satisfied?

b. Would it make any difference if you had expressly instructed Joe Hotshot that he had no authority to enter into contracts on your company’s behalf if the dollar amount exceeded $50,000?

c. Are you liable for the injuries to Mary Oldgal?

d. What difference would your answer be to a, and c, if prior to hiring Joe, you had incorporated your consulting practice?

 

10. You are CEO of Successful Software, Inc. (“Successful”), a large publicly held corporation that is engaged in the software development business. Successful has been very financially successful and is looking to grow and expand. It desires to acquire Target Software Writers, Inc. (“Target”), a corporation that is closely held. There are three shareholders of Target, Michael Wewanta, William Our, Jack Money.

 

Target has few tangible assets located at a facility in Tennessee including office furniture fixtures and equipment, computers, and other tangible items have a relatively nominal value. Target employs 53 people engaged in its software development business and has also utilized the services of a number of outside independent contractors to develop its software products. In addition to the tangible assets, there are substantial intangible assets including intellectual property, licensing agreements, contracts and substantial goodwill. You have been in negotiations with Wewanta, Our and Money and they have decided to sell the business of Target to Successful. You and Wewanta, Our and Money have agreed that a total purchase price of $50,000,000 will be paid for this acquisition. It is intended that WeWanta, Our and Money will receive the $50,000,000 in cash and will not be shareholders of Successful or any surviving entity following the closing of the acquisition. It is anticipated that the definitive agreement will contain substantial warranties, representations, and indemnifications made by Wewanta, Our and Money with respect to the business of Target. Please discuss the way in which the risk for unknown liabilities can be addressed in this definitive agreement and the ways in which the parties can identify parameters or otherwise limit the risk allocation between Successful and Wewanta, Our and Money.

 

 

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