Love leaves her job as manager of a local restaurant because she wants to start her own restaurant. She finds an ideal location to lease on West Lake Street in the Uptown Area of Minneapolis. All she needs is the initial start up capital to make leasehold improvements, buy the initial inventory of food and beverages, and pay the first few months rent and payroll. Her friend Filho is willing to contribute $100,000, but wants to help make the day to day decisions in the restaurant in order to protect her investment. Another friend, Wittman, has $300,000 to invest, but is not interested in the day to day control of the business (although she wants to participate in major decisions). Neither Filho nor Wittman want to actually work in the restaurant.
1. Describe the entity that Love, Filho and Wittman should use for their new business and explain why you chose such entity.
2. Describe how the day to day decisions and major decisions will be made so as to protect the interests of all the parties.
3. What ownership and voting percentage should be assigned to each of the three parties? Why?
4. Describe an exit strategy which will benefit Love. Would Wittman want a different strategy? Why?
Butler is a recently retired real estate broker. Butler hires Hill, his former assistant, to draft agreements and to handle other duties for him in his new business of buying, operating and selling residential rental properties.
Normally Butler asks Hill to use standard form purchase agreements and leases, which the two of them had used when they worked for their former employer. Butler usually tells Hill the terms and numbers to fill in the blanks of the standard form agreements.
Butler goes on vacation on June 1, 2010. He asks Hill to negotiate and sign on his (Butlerâ??s) behalf a purchase agreement for the purchase of a duplex (two unit residential building referred to as the â??Duplexâ?), which Butler learns is offered for sale by Cross. Butler instructs Hill to use a standard form purchase agreement to make an offer to Cross, but with a purchase price of no more than $600,000 for the Duplex.
Hill sends a letter to Cross on June 6, 2010, in which Hill advises Cross that he is acting on behalf of Butler with express authority and Hill encloses a standard form purchase agreement with a purchase price of $530,000 inserted. Cross replies by letter on June 9,
2010, in which he makes a counter-offer to sell the Duplex for $750,000. Hill receives the counter-offer from Cross on June 12, 2010. On June 14, 2010 Hill sends Cross a letter rejecting Crossâ?? counter-offer and enclosing a new standard form purchase agreement signed by Hill as agent of Butler. The new purchase agreement calls for a purchase price of $650,000 for the Duplex. In his June 14 letter Hill sets the date of June 30, 2010 as the final date by which Cross may accept Hillâ??s final offer on behalf of Butler to purchase the Duplex for $650,000. Cross receives Hillâ??s final offer on June 16, 2010.
On June 30, 2010 Cross signs the purchase agreement he received from Hill as Hillâ??s final offer and mails the fully signed purchase agreement in front of two witnesses at the local post office at 4:00 PM on June 30, 2010.
In the meantime Butler returns from his vacation on July 1, 2010. He is furious when he finds that Hill had offered to on Butlerâ??s behalf to purchase the Duplex for $650,000. Butler immediately calls Cross on July 1, 2010 to advise Cross that Hill did not have authority to offer Cross more than $600,000 for the Duplex. Cross advises Butler that the fully signed purchase agreement with Crossâ?? letter of acceptance was mailed in front of two witnesses the day before, so Cross has a binding contract. Butler refuses to buy the Duplex. Cross sues Butler and Hill for breach of contract.
1) Was Crossâ?? acceptance effective within the June 30 time limit set by Hill? Why?
2) Is Hill liable to Cross for damages? Why?
3) Is Butler bound by Hillâ??s final offer of $650,000? Why?
4) Assume all of the facts in this Part II, but Hill does not advise Cross that he is acting as agent on behalf of Butler. (a) Does Hill have any liability to Cross if there is a binding contract? Why? (b) Does Butler have any liability to Cross if there is a binding contract? Why?
5) List the three essential elements of a contract and describe if each element is present or not present in the facts described in this Part II.
Willis takes her car to Pageâ??s Detail Shop (â??Pageâ?) to have the car painted and a new radio installed in the car. The total estimate given to Willis for the job is $1,700.00. There is no break down of the total estimate. Willis tells Page that she wants to make sure the radio will receive her favorite classical music stations, and Page responds she is installing a â??top of the lineâ? radio.
A week later Willis picks up her car, and she pays Page $1,700.00. Willis has trouble receiving her favorite classical music stations and within a month the paint begins to peel. Page files a claim against Willis in small claims court.
1) Is the transaction between Page and Willis covered by the Uniform Commercial Code? Why?
2) Assume the transaction is covered by the Uniform Commercial Code. (a) Will Willis be able recover damages from Page for breach of the implied warranty for fitness for a particular purpose? Why? (b) Will Willis be able to recover damages from Page for the breach of the implied warranty of merchantability? Why?
3) If Page is liable for damages to Willis, describe the damages to which Willis is entitled?
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The entity I would recommend would be a limited partnership. In such a structure partners can define their involvement in the business with very detailed parameters. If some partners wish to have daily control responsibility and authority, it can be so stated in the duties of the members. If on the other hand a member simply wants to be part of the big, "annual-type" of decisions, they can define that as a role as well.
As Filho wishes to have day to day operations decision authority, she would have to part of the physical business. Involving herself onsite in some managing capacity. The depth of her involvement in other areas of the business could also be defined. The major decisions that Wittman wishes to be involved in would take place at the scheduled shareholders meetings. These can be scheduled at any time interval but at least annually.
Ideally, the voting rights should be one vote per person to avoid and minority number power vetoes. Ownership would be based upon the percentage of capital and work equity each member has placed into the company. Love had no initial capital output but did the work which carries value. Filho placed $100,000 and ...
The entity of love for the business law is examined.
Betty Wilson and her Christian Coffeehouse Business Law Case
Betty Wilson, a mature Christian, is thinking of opening a Christian coffeehouse in Belmont, NC. Her husband John is open to making a contribution of capital to the business, but he has no interest in participating in its operation or management.
Betty's sister, Alice, a new Christian, has told Betty that she's been looking for an excuse to get out of the house and that she would love to be a part of the business. Alice's husband, a non-Christian, opposes his wife's involvement and has told her that he expects her to remain a stay-at-home mom to their 2 daughters, Ally and Lisa, ages 13 and 15.
Betty's neighbor, Erma, a non-Christian, has also expressed an interest in participating in the business as a way to earn some extra income. Erma thinks the "Christian thing" has potential with all the big churches in the area, including a Mormon temple and a large Kingdom Hall of Jehovah's Witnesses.
In researching the coffee business, Betty came across a few franchise opportunities, some of which would require her to adopt the franchise name and trade dress but others that would only require her to move into a turn-key facility and agree to purchase a certain volume of product every month for a period of no less than 10 years. Both types of franchises offered to provide training for her and any staff she might hire.
Betty has considered operating the business as a franchise, a sole proprietorship, a partnership of some sort, a corporation of some sort, as an LLC, or even as a joint venture. She is thinking of calling the business "The Gathering Place."
From both a legal and spiritual perspective:
1. Address the pluses and minuses of each of the various business forms that Betty might adopt and recommend one, giving clear reasons for your recommendation.
2. Address whom Betty should agree to take into the business with her and why? If she elects not to take in any interested party, what should she tell them is the reason or reasons, if anything?
3. Do a corporate name search at: http://www.secretary.state.nc.us/corporations/CSearch.aspx to determine if the name she is considering is available for use in the State of North Carolina.
4. Assess whether the name that she is considering is a good name choice for trademarking purposes and any other legitimate business reasons.