Smith and Roberson’s Business Law
17th Edition
ISBN: 9781337094757
Author: Richard A. Mann, Barry S. Roberts
Publisher: Cengage Learning
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Johnson and Wilson were the principal shareholders in Matthew Corporation, located in the city of Jonesville, Wisconsin. This corporation was engaged in the business of manufacturing paper novelties, which were sold over a wide area in the Midwest. The corporation was also in the business of binding books. Johnson purchased Wilson’s shares of the Matthew Corporation, and in consideration thereof, Wilson agreed that for a period of two years he would not (a) manufacture or sell in Wisconsin any paper novelties of any kind that would compete with those sold by the Matthew Corporation or (b) engage in the bookbinding business in the city of Jonesville. Discuss the validity and effect, if any, of this agreement.
. Mr. John Bedward was a sole proprietor dealing in the manufacture and supply of concrete blocks. He owned a block factory with machinery and equipment which he financed from his personal savings as well as money which he inherited from his late father.
After years of operating as a sole proprietor he was encouraged by a business colleague to form a company so that he could get the benefits of limited liability. Mr. Bedward therefore incorporated “Bedward Blocks Ltd” and all the business assets including the machinery and equipment became the property of the newly incorporated business.
Another business colleague advised Mr. Bedward that it would be prudent to insure the coonpany’s assets. Mr. Bedward decided to insure the assets but figured that since he was the one who had acquired these assets before the incorporation of the business that it would be best that he insured t in his name, so that he could be paid personally if the assets were damaged.
Mr. Bedward, had by now retired…
Little Switzerland Brewing Company was incorporated on January 28. On February 18, Ellison and Oxley were made directors of the company after they purchased some stock. Then on September 25, Ellison and Oxley signed stock subscription agreements to purchase five thousand shares each. Under the agreement, they both issued a note that indicated that they would pay for the stock “at their discretion.” Two years later in March, the board of directors passed a resolution canceling the stock subscription agreements of Ellison and Oxley. The creditors of Little Switzerland brought suit against Ellison and Oxley to recover the money owed under the subscription agreements. Are Ellison and Oxley liable? Why or why not?
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- Tri R Angus, a closely held corporation, was owned 80 percent by Jon and Frances Neiman, who were also directors of Tri R Angus. Troy Neiman and Carol Lewis owned 12 percent of Tri R Angus’s shares. Troy and Carol asked a court to remove Jon and Frances as directors of the corporation on the grounds that they authorized Tri R Angus to distribute its assets in violation of state law, inappropriately mortgaged or sold corporate assets, misused corporate earnings, and wasted corporate assets. Jon and Frances denied the allegations. At trial, Troy and Carol entered as evidence pleadings from other actions against Jon and Frances and introduced no objective evidence of current conduct by Jon or Frances. What standard of misconduct did the court require Troy and Carol to prove in order to remove Jon and Frances? Did the court find they had proved their case?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_forwardMr. Mansell and Mr. Bishop lost their jobs. They agreed to go into business together and form a limited company to run a restaurant. While they were forming the company and before it had received its certificate of incorporation from the Registrar, Mr. Bishop ordered some goods from Spicer’s for business. They also opened a bank account in the name of the company. Prior to the incorporation of the company, Mr. Bishop formed a contract with Spicer as well. Mr. Bishop went bankrupt before Spicer’s had been paid. Spicer’s sued Mr. Mansell on the basis that he was a partner of Mr. Bishop, and since partners are jointly and severally liable for the debts of the firm. Spicer’s team was of the opinion that Mr. Mansell, said should pay and then get a contribution from Mr. Bishop (though it was not too likely that he would) to pay off the debt. A. With reference to the Partnership Act 1890 are Mr. Mansell and Mr. Bishop partners B. Who will the Court hold liable for the debt to Spicer and why?…arrow_forward
- The Cutler Company was duly merged into the Stone Company. Yetta, a shareholder of the former Cutler Company, having paid only one-half of her subscription, is now sued by the Stone Company for the balance of the subscription. Yetta, who took no part in the merger proceedings, denies liability on the ground that, inasmuch as the Cutler Company no longer exists, all her rights and obligations in connection with the Cutler Company have been terminated. Explain whether she is correct.arrow_forward126. The following are allowable business transactions of a limited partner with the partnership, except: O a. To lend money to the partnership. b. Receive from a general partner or the partnership any payment, conveyance, or release from liability if at the time the assets of the partnership are not sufficient to discharge partnership liabilities to persons not claiming as general or limited partners. O C. To transact business with the partnership. d. To receive on account of resulting claims against the partnership, with general creditors, a pro rata share of the assets.arrow_forwardAnthony and Karen were partners doing business as the Petite Garment Company. Leroy owned a dye plant that did much of the processing for the company. Anthony and Karen decided to offer Leroy an interest in their company, in consideration for which Leroy would contribute his dye plant to the partnership. Leroy accepted the offer and was duly admitted as a partner. At the time he was admitted as a partner, Leroy did not know that the partnership was on the verge of insolvency. About three months after Leroy was admitted to the partnership, a textile firm obtained a judgment against the partnership in the amount of $50,000. This debt represented an unpaid balance that had existed before Leroy was admitted as a partner.The textile firm brought an action to subject the partnership property, including the dye plant, to the satisfaction of its judgment. The complaint also requested that, in the event the judgment was unsatisfied by sale of the partnership property, Leroy’s home be sold and…arrow_forward
- Mork 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…arrow_forwardPaul Bunyan is the owner of noncumulative 8 percent preferred stock in the Broadview Corporation, which had no earnings or profits in 2012. In 2013, the corporation had large profits and a surplus from which it might properly have declared dividends. The directors refused to do so, however, instead using the surplus to purchase goods necessary for the corporation’s expanding business. The corporation earned a small profit in 2014. The directors at the end of 2014 declared a 10 percent dividend on the common stock and an 8 percent dividend on the preferred stock without paying preferred dividends for 2013. a. Is Bunyan entitled to dividends for 2012? For 2013? b. Is Bunyan entitled to a dividend of 10 percent rather than 8 percent in 2014?arrow_forwardMadison 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.arrow_forward
- Spence was a promoter in the incorporation of a new business. The new corporation had not yet been formed when he bought Huffman’s employment agency to serve as the nucleus of that corporation. Eventually, the corporation was formed, but it never generated enough cash to pay Huffman for the employment agency. Huffman sued Spence, attempting to hold him personally liable for the amount due. Spence claimed that the corporation was liable and that his personal assets were not a proper target of the suit. Was Spence correct? Explain.arrow_forwardChris and Maurice formed a new limited liability company and invested $1,000,000 of equity in an apartment building in Santa Ana, California with Chris investing $950,000 and Maurice $50,000. Their LLC operating agreement provided that: (A) the annual cash distributions would be split 90% to Chris and 10% to Maurice, and (B) the net cash proceeds from the sale of the property would be distributed first to each of them until they have received an amount equal to their original cash investments less any cash distributions they had previously received, then the balance of the net sale proceeds would be split 60%/40% between Chris and Maurice. How much would Maurice receive upon the sale of the property if the sale generates net cash proceeds of $3,250,000 after paying off the mortgage loan, the brokerage commission, and other closing costs, and if the LLC had previously distributed $400,000 collectively to Chris and Maurice? a. $1,110,000 b. $2,180,000 c.$1,060,000 d. $1,070,000arrow_forwardAnderson and Tallstrom are partners in Rancho Murieta Investors (RMI). Anderson owns 80 percent of RMI; Tallstrom owns the other 20 percent and is the managing partner of RMI. Hellman obtained judgments against Anderson in his individual capacity for more than $440,000. After various unsuccessful attempts to enforce the judgments, Hellman obtained an “Order Charging Debtor John B. Anderson’s Partnership Interest” in RMI. Despite the charging order, Hellman has not received any monies in satisfaction of the judgments because RMI had not generated profits and was not expected to do so in the near future. Explain what Hellman’s rights are with respect to the unsatisfied charging order.arrow_forward
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