Smith and Roberson’s Business Law
17th Edition
ISBN: 9781337094757
Author: Richard A. Mann, Barry S. Roberts
Publisher: Cengage Learning
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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
Madison and Tilson agree to form a limited partnership with Madison as general partner and Tilson as the limited partner, each to contribute $12,500 as capital. No papers are ever filed, and after ten months the enterprise fails, its liabilities exceeding its assets by $30,000. Creditors of the partnership seek to hold Madison and Tilson personally liable for the $30,000. Explain whether the creditors will prevail.
The X Corporation manufactures machine tools. The five directors of X Corporation are Black, White, Brown, Green, and Crimson. At a duly called meeting of the board of directors of X Corporation in January, all five directors were present. A contract for the purchase of $10 million worth of steel from the D Company, of which Black, White, and Brown are directors, was discussed and approved by a unanimous vote. The board also discussed at length entering into negotiations for the purchase of Q Corporation, which allegedly was about to be sold for around $150 million. By a three-to-two vote, it was decided not to open such negotiations.Three months later, Green purchased Q Corporation for $150 million. Shortly thereafter, a new board of directors for X Corporation took office. X Corporation now brings actions to rescind its contract with D Company and to compel Green to assign to X Corporation his contract for the purchase of Q Corporation. Explain whether X corporation should succeed on…
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- Evelyn, Francis and George, run a business buying and selling wigs. They have been advised by their lawyer to form a private limited company to run the business. They have contacted you for a second opinion, particularly in respect of: 1. The extent to which their liability will be limited; 2. Wether they will be able to exercise the same control over the private company as they did with the partnership.arrow_forwardParker and Phillips incorporated P & P Resorts Inc., a closely held Texas corporation. Parker was president and Phillips served as vice president and director for operations. Parker owned 40% of the stock, while Phillips owned 60%. Both men met with CTA, a group of travel agents from California to discuss special deals for booking groups into the resorts. After the first meeting, all contracts with CTA were made by Phillips, who learned that there was a good chance that CTA would award the contract to P&P Resorts. Phillips incorporated Travel Brokers and was its sole owner. Phillips used P& P Resort’s time to work on proposals for Travel Brokers and managed to keep negotiations with CTA a secret from Parker. When Parker discovered Phillip’s actions, he filed suit against him for wrongfully taking a corporate opportunity from P &P Resorts. Phillips claimed that he did not take a corporate opportunity because Travel Brokers did not have the financial ability to…arrow_forwardDennis is the oldest among the four shareholders and is in the poorest health. He is concerned that upon his death his wife will be stuck with the shares, because there will be no market for them. However, he would like her to be able to use the proceeds from selling the shares for living expenses. For their part, Able, Baker, and Carter like Mrs. Dennis, but are not interested in being co-owners of the business with her. And they certainly do not want her to sell Dennis's shares to an unknown third party. So, they four have agreed that upon Dennis's death, Mrs. Dennis will be obligated to sell one third of the shares to Able, one third to Baker, and one third to Carter. Able, Baker, and Carter agree to buy the shares at a price figured according to a predetermined formula. What kind of transfer restriction is this? Multiple Choice Option agreement Right of first refusal Provision disqualifying purchasers Buy-and-sell agreement Consent constraintarrow_forward
- Mr. Salim and Mr. Nassir started a limited partnership business. Both agreed that Mr. Salim will be a general partner and Mr. Nassir will be a limited- liability partner. The business could not run successfully and closed after 2 years. It had debts/loans of OMR 20,000 while business assets only were sold for OMR12000. Who will pay the remaining OMR 8000 difference? a. No partner will pay this remaining difference b. Mr. Salim because he is a general partner and fully liable c. Both partners will pay equally d. Mr. Nassir because he is a limited-liability partner and fully liablearrow_forwardMatthew Mark and Luke, three auto mechanics, were delighted to start an auto repair business and decided that they would incorporate a private company to do so. It was to be called Mechanics Ltd. They were short on capital however, so they approached ABC Ltd, a public company, to be a shareholder in their private company. John, the Company Secretary and Accountant for Mechanics Ltd decided that he will not file accounts, because it was a private company. John came to you privately to find out if he is on good ground in not filing accounts. You are required to tell John if he was correct in his decision or not, and give reasons for your answer, directly from the Companies Act. At the same time, Luke is very disgruntled that the company is planning on going into the business of selling auto parts as well, and said that this is in breach of the Memorandum of Association's Objects Clause which states: "To repair, service and provide diagnostics to all types of motor vehicles, and to…arrow_forwardMichael Ross formed a limited partnership with his father-in-law, Robert Zane, to open a seafood restaurant in a mid-western town. Mr. Ross was the general partner and Mr. Zane was a limited partner and invested $100,000. After one year, difficulties in the restaurant’s operation caused business to drop off, and Mr. Ross called Mr. Zane for advice. After hearing of the difficulties and concerned with the security of his investment, Mr. Zane traveled to visit the operation. After observing the operation for two days, the two partners jointly decided to launch a large and expensive television ad campaign to increase lagging sales. Mr. Zane designed the campaign with the help of Brandon Advertising and Video, a local advertising agency specializing in television commercials. Despite an immediate increase in sales, volume continued to decline, and finally, three months after the ad campaign launched, the restaurant closed its doors. Total debts at the time the restaurant closed equaled…arrow_forward
- Matthew Mark and Luke, three auto mechanics, were delighted to start an auto repair businessand decided that they would incorporate a private company to do so. It was to be called Mechanics Ltd. They were short on capital however, so they approached ABC Ltd, a public company, to be a shareholder in their private company. John, the Company Secretary and Accountant for Mechanics Ltd decided that he will not file accounts, because it was a private company. John came to you privately to find out if he is on good ground in not filing accounts. 1. You are required to tell John if he was correct in his decision or not, and give reasons foryour answer, directly from the Companies Act. 2. At the same time, Luke is very disgruntled that the company is planning on going into thebusiness of selling auto parts as well, and said that this is in breach of the Memorandum of Association's Objects Clause which states: "To repair, service and provide diagnostics to all types of motor vehicles, and to…arrow_forwardSayre learned that Adams, Boone, and Chase were planning to form a corporation for the purpose of manufacturing and marketing a line of novelties to wholesale outlets. Sayre had patented a self-locking gas tank cap but lacked the financial backing to market it profitably. He negotiated with Adams, Boone, and Chase, who agreed to purchase the patent rights for $5,000 in cash and two hundred shares of $100 par value preferred stock in a corporation to be formed. The corporation was formed and Sayre’s stock issued to him, but the corporation has refused to make the cash payment. It has also refused to declare dividends, although the business has been very profitable because of Sayre’s patent and has a substantial earned surplus with a large cash balance on hand. It is selling the remainder of the originally authorized issue of preferred shares, ignoring Sayre’s demand to purchase a proportionate number of these shares. What are Sayre’s rights, if any?arrow_forwardWhat is the nature of liability of limited partners as to limited partnership debts or obligations? A. They are liable up to the extent of their capital contribution only B. They are liable pro-rata up to the extent of their separate assets after the partnership assets are exhausted C. They are liable pro-rata up to the extent of their capital contribution only D. They are liable equally up to the extent of their separate assets after the partnership assets are exhaustedarrow_forward
- If within 60 days from the approval of corporation action by stockholders, the dissenting stockholder and the corporation cannot agree on the fair value of the shares, who shall determine the price of shares? * Three disinterested persons, one named by the stockholder, another named by the corporation and the third chosen by the two whose decision by majority is binding and final The dissenting shareholder The Securities and Exchange commission The Commercial Courtarrow_forwardSebastian, Wyatt, and Mathew are close friends who graduated with master's degrees in accounting from an Ivy League institution. Instead of seeking employment, the friends decided to create their own accounting business. At their initial meeting, the friends could not decide whether to form a partnership or a limited liability company. You were approached as a company law student for advice on the type of business that would be appropriate for the friends. A) Assume the friends opted to create a partnership, and has asked for your assistance in creating a Partnership deed; create a partnership deed that includes at least six terms that the friends may use to guide the functioning of their firm. The terms should be detailed enough to be legally binding and should be original.arrow_forwardKlinicki and Lundgren, both furloughed Pan Am pilots stationed in West Germany, decided to start their own charter airline company. They formed Berlinair, Inc., a closely held Oregon corporation. Lundgren was president and a director in charge of developing the business. Klinicki was vice president and a director in charge of operations and maintenance. Klinicki, Lundgren, and Lelco, Inc. (Lundgren’s family business), each owned one-third of the stock. Klinicki and Lundgren, as representatives of Berlinair, met with BFR, a consortium of Berlin travel agents, to negotiate a lucrative air transportation contract. When Lundgren learned of the likelihood of actually obtaining the BFR contract, he formed his own solely owned company, Air Berlin Charter Company (ABC). Although he continued to negotiate for the BFR contract, he did so on behalf of ABC, not Berlinair. Eventually BFR awarded the contract to ABC. Klinicki commenced a derivative action on behalf of Berlinair and a suit against…arrow_forward
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