The defendant, Berger Transfer and Storage, operated a national moving and transfer business employing approximately forty persons. In May and June, Local 705 of the International Brotherhood of Teamsters spoke with a number of Berger employees, obtaining twenty-eight cards signed in support of the union. The management of Berger, unwilling to work with the union, attempted to prevent it from representing Berger employees. The company first assigned all work to those with high seniority, in effect temporarily laying off low-seniority employees. The management then threatened to lay off permanently those with low seniority and threatened all employees with a total closedown of the plant. The management interrogated several employees about their union involvement and attempted to extract information about other employees’ activities. When the union presented the company with the signed cards and recognition agreement, Berger refused to acknowledge the union’s existence or its right to bargain on behalf of the employees. The union then called a strike, with employees picketing the Berger warehouse. During the picketing, the company threatened to terminate the picketers if they did not return to work. Later, one manager on two occasions recklessly drove a truck through the picket line, striking employees. Finally, the company contacted several of the employees and offered them the “grievance procedures and job security” the union would provide. The employees refused the offer. On June 15, the strike ended, with most of the picketers returning to work. Local 705 filed a complaint with the National Labor Relations Board, alleging that Berger had committed unfair labor practices in violation of the National Labor Relations Act. Will Local 705 succeed? Explain.
> John P. Butler Accountancy Corporation agreed to audit the financial statements of Westside Mortgage, Inc., a mortgage company that arranged financing for real property, for the year ending December 31, 2013. On March 22, 2014, after completing the audit
> On February 1, the Gazette Corporation hired Susan Sharp to conduct an audit of its books and to prepare financial statements for the corporation’s annual meeting on July 1. Sharp made every reasonable attempt to comply with the deadline but could not fi
> J, B & J, CPAs, has audited the Highcredit Corporation for the past five years. Recently, the SEC has commenced an investigation of Highcredit for possible violations of federal securities law. The SEC has subpoenaed all of J, B & J’s working papers pert
> Mobley purchased from Century Dodge a car described in the contract as new. The contract also contained a disclaimer of all warranties, express or implied. Subsequently, Mobley discovered that the car had, in fact, been involved in an accident. He then s
> The accounting firm of T, W & S was engaged to perform an audit of Progate Manufacturing Company. During the course of its investigation, T, W & S discovered that the company had overvalued its inventory by carrying the inventory on the books at the prev
> Johnson Enterprises, Inc., contracted with the accounting firm of P, A & E to perform an audit of Johnson. The accounting firm performed its duty in a nonnegligent, competent manner but failed to discover a novel embezzlement scheme perpetrated by Johnso
> Dryden, a certified public accountant, audited the books of Elixir, Inc., and certified incorrect financial statements in a form that was filed with the SEC. Shortly thereafter, Elixir, Inc., went bankrupt. Investigation into the bankruptcy disclosed tha
> Girard & Company, CPAs, audited the financial statements included in the annual report submitted by PMG Enterprises, Inc., to the SEC. The audit failed to detect numerous false and misleading statements contained in the financial statements. (a) Investor
> Ingram is a CPA employed by Jordan, Keller and Lane, CPAs, to audit Martin Enterprises, Inc., a fast-growing service firm that went public two years ago. The financial statements that Ingram audited were included in a proxy statement proposing a merger w
> Equisure, Inc., was required to file audited financial statements when it applied to have its stock listed on the American Stock Exchange (AmEx). It retained an accounting firm, defendant Stirtz Bernards Boyden Surdel & Larter, P.A. (Stirtz). Stirtz issu
> Baldwin Corporation made a public offering of $25,000,000 of convertible debentures and registered the offering with the SEC. The registration statement contained financial statements certified by Adams and Allen, CPAs. The financial statements overstate
> Justin Manufacturing Company sells high-fashion clothing under the prestigious “Justin” label. The company has a firm policy that it will not deal with any company that sells below its suggested retail price. Justin is informed by one of its customers, X
> Indian Coffee of Pittsburgh, Pennsylvania, marketed vacuum-packed coffee under the Breakfast Cheer brand name in the Pittsburgh and Cleveland, Ohio, areas. Folger Coffee, a leading coffee seller, began selling coffee in Pittsburgh. To make inroads into t
> Whirlpool Corporation manufactured vacuum cleaners under both its own name and under the Kenmore name. Oreck exclusively distributed the vacuum cleaners sold under the Whirlpool name. Sears, Roebuck & Co. exclusively distributed the Kenmore vacuum cleane
> Green Seed Company packaged, labeled, and marketed a quality tomato seed known as “Green’s Pink Shipper” for commercial sale. Brown Seed Store, a retailer, purchased the seed from Green Seed and then sold it to Guy Jones, an individual engaged in the bus
> Taylor Company produces 77 percent of the coal used in the United States. Coal provides 25 percent of the energy used in the United States. In a suit brought by the United States against Taylor for violation of the antitrust laws, what is the result?
> Z sells cameras to A, B, C, and D for $160 per camera. Y, one of Z’s competitors, sells a comparable camera to A for $148.50. Z, in response to this competitive pressure from Y, lowers its price to A to $148.50. B, C, and D insist that Z lower its price
> Universal Video sells video recording equipment in the United States, and its sales constitute 40 percent of the total sales of such equipment in the United States. One-half of Universal’s sales are to Giant Retailer, a company that possesses 50 percent
> Discuss the validity of the following: (a) A territorial allocation agreement between two manufacturers of the same type of products, whereby neither will sell its products in the area allocated to the other. (b) An agreement between manufacturer and dis
> As part of a corporate plan to stimulate sagging color television sales, GTE Sylvania began to phase out its wholesale distributors and began to sell its television sets directly to a smaller and more select group of franchised retailers. To this end, Sy
> During a period of a few years, intense price competition characterized both the retail and the wholesale oil markets. At times, prices in the wholesale market fell below the manufacturer’s cost. One cause of the volatile situation was the supply of “dis
> The National Society of Professional Engineers (Society) had an ethics rule that prohibited member engineers from disclosing or discussing price/fee information with customers until after the customer had hired a particular engineer. This rule against co
> The NCAA adopted a plan for televising college football games to reduce the adverse effect of TV coverage on spectator attendance. The plan limited the total number of televised intercollegiate football games and the number of games any one school could
> Clorox is the nation’s leading manufacturer of household liquid bleach (accounting for 49 percent—$40,000,000—of sales annually) and is the only brand sold nationally. Clorox and its next largest competitor, Purex, hold 65 percent of national sales; and
> Great Atlantic and Pacific Tea Company desired to achieve cost savings by switching to the sale of “private label” milk. A&P asked Borden Company, its longtime supplier of “brand label” milk, to submit a bid to supply certain A&P private label dairy prod
> Guarino and two others (plaintiffs) died of gas asphyxiation and five others were injured when they entered a sewer tunnel without masks to answer the cries for help of their crew leader, Rooney. Rooney had left the sewer shaft and entered the tunnel to
> Boise Cascade Corporation is a wholesaler and retailer of office products. The Federal Trade Commission issued a complaint charging that Boise had violated the Robinson-Patman Act by receiving a wholesaler’s discount from certain suppliers on products th
> Von’s Grocery, a large retail grocery chain in Los Angeles, sought to acquire Shopping Bag Food Stores, a direct competitor. At the time of the proposed merger, Von’s sales ranked third in the Los Angeles area and Shopping Bag’s ranked sixth. Both chains
> Jay Corporation, the largest manufacturer of bicycles in the United States with 40 percent of the market, has recently entered into an agreement with Retail Bike, the largest retailer of bicycles in the United States with 37 percent of the market, under
> Discuss the validity and effect of each of the following: (a) A, B, and C, manufacturers of radios, orally agree that due to the disastrous, cutthroat competition in the market, they will establish a reasonable price to charge their purchasers. (b) A, B,
> Section 103 of the Federal Public Works Employment Act establishes the Minority Business Enterprise (MBE) program and requires that, absent a waiver by the Secretary of Commerce, 10 percent of all federal grants given by the Economic Development Administ
> Johnson, president of the First National Bank of A, believes that it is appropriate to employ only female tellers. Hence, First National refuses to employ Ken Baker as a teller but does offer him a maintenance position at the same salary. Baker brings a
> Erwick was dismissed from her job at the C & T Steel Company because she was “an unsatisfactory employee.” At the time, Erwick was active in an effort to organize a union at C & T. Is the dismissal valid?
> T. W. E., a large manufacturer, prohibited its employees from distributing union leaflets to other employees while on the company’s property. Richard, an employee of T. W. E., disregarded the prohibition and passed out the leaflets before his work shift
> Hazelwood School District is located in Sleepy Hollow Township. It is being sued by several teachers who applied for teaching positions with the school but were rejected. The plaintiffs, who are all African-Americans, produce the following evidence: (a)
> Anthony was employed as a forklift operator for Blackburn Construction Company. While on the job, he operated the forklift in a manner that was careless and in direct violation of Blackburn’s procedural manual and, as a result, caused himself severe inju
> Seigel, a seventy-three-year-old man, was injured at one of Giant Food’s retail food stores when a bottle of Coca-Cola exploded as he was placing a six-pack of Coke into his shopping cart. The explosion caused him to lose his balance and fall, with injur
> For the balance due on the purchase of a tractor Henry Brown executed and delivered to Jane Jones his promissory note containing the following language: January 1, 2015, I promise to pay to the order of Jane Jones the sum of $7,000 to be paid only out of
> N.I.S. promoted John, a forty-two-year-old employee, to a supervisor’s position while passing over James, a fifty-eight-year-old employee. N.I.S. told James he was too old for the job and that it preferred a younger man. Discuss whether James will succee
> Johnson Controls’ implemented a policy that women who are pregnant or who are capable of bearing children would not be placed into jobs involving lead exposure. Employees filed a class action lawsuit challenging Johnson Controls’ fetal-protection policy
> The Steamship Clerks Union has approximately 124 members, 80 of whom are classified as active. Members serve as steamship clerks who, during the loading and unloading of vessels in the port of Boston, check cargo against inventory lists provided by shipp
> Plaintiff, Beth Lyons, a staff attorney for the Legal Aid Society (Legal Aid) brought suit against her employer, alleging that Legal Aid violated the Americans with Disabilities Act (ADA) and the Rehabilitation Act by failing to provide her with a parkin
> Janet, a twenty-year-old woman, applied for a position driving a truck for Federal Trucking, Inc. Janet, who is 5’4” tall and weighs 135 pounds, was denied the job because the company requires that all employees be at least 5’6” tall and weigh at least 1
> Michelle Vinson was an employee of Meritor Savings Bank for approximately four years. Beginning as a teller-trainee, she ultimately advanced to the position of assistant branch manager. Her promotions were based solely upon merit. Sidney Taylor, a vice p
> John Novosel was employed by Nationwide Insurance Company for fifteen years. Novosel had been a model employee and, at the time of discharge, was a district claims manager and a candidate for the position of division claims manager. During Novosel’s fift
> Wise was fired from her job at the Mead Corporation after she was involved in a fight with a co-worker. On four other unrelated occasions, fights had occurred between male co-workers. Only one of the males was fired, but this was after his second fight,
> Burdine, a woman, was hired by the Texas Department of Community Affairs as a clerk in the Public Service Careers Division (PSCD). The PSCD provides training and employment opportunities for unskilled workers. At the time she was hired, Burdine already h
> City of Richmond, Virginia (the City) adopted a Minority Business Utilization Plan requiring prime contractors awarded city construction contracts to subcontract at least 30 percent of the dollar amount of each contract to one or more Minority Business E
> Salem Supply Co. sells new and used gardening equipment. Ben Buyer purchased a slightly used riding lawn mower for $1,500. The price was considerably less than that of comparable used mowers. The sale was clearly indicated to be “as is.” Two weeks after
> At Whirlpool’s manufacturing plant in Ohio, overhead conveyors transported household appliance components throughout the plant. A wire mesh screen was positioned below the conveyors in order to catch falling components and debris. Maintenance employees f
> The United Steelworkers of America and Kaiser Aluminum entered into a master collective bargaining agreement covering terms and conditions of employment at fifteen Kaiser plants. The agreement contained an affirmative action plan designed to eliminate co
> Samsoc brought an action against the Sailors’ Union alleging that the Union induced and encouraged employees of Moore Dry Dock Company to engage in a strike or concerted refusal in the course of their employment to perform services for Moore in connectio
> Worth H. Percivil, a mechanical engineer, was employed by General Motors (GM) for twenty-six years until he was discharged. At the time his employment was terminated, Percivil was head of GM’s Mechanical Development Department. Percivil sued GM for wrong
> Gooddecade manufactures and sells automobile parts throughout the eastern part of the United States. Among its full-time employees are 220 fourteen- and fifteen-year-olds. These teenagers are employed throughout the company and are paid at an hourly wage
> Sony Corporation manufactured and sold home video recorders, specifically Betamax videotape recorders (VTRs). Universal City Studios, Inc. (Universal) owned the copyrights on some programs aired on commercially sponsored television. Individual Betamax ow
> George McCoy of Florida has been manufacturing and distributing a cheesecake for more than five years, labeling his product with a picture of a cheesecake, which serves as a background for a Florida bathing beauty and under which is written the slogan “M
> Gibbons, Inc., and Marvin Corporation are manufacturers who sell a variety of household cleaning products in interstate commerce. On national television Gibbons states that its laundry liquid is biodegradable and that Marvin’s is not. In fact, both produ
> Sally, having filed locally an affidavit required under the assumed name statute, has been operating and advertising her exclusive toy store for twenty years in Centerville, Illinois. Her advertising has consisted of large signs on her premises reading “
> The plaintiff, while dining at the defendant’s restaurant, ordered a chicken pot pie. While she was eating, she swallowed a sliver of chicken bone, which became lodged in her throat, causing her serious injury. The plaintiff brings a cause of action. Sho
> Conrad and Darby were competitors in the business of dehairing raw cashmere, the fleece of certain Asiatic goats. Dehairing is the process of separating the commercially valuable soft down from the matted mass of raw fleece, which contains long coarse gu
> Stella, a chemist, was employed by Johnson, a manufacturer, to work on a secret process for Johnson’s product under an exclusive three-year contract. Johnson employed Dabney, a salesperson, on a week-to-week basis. Stella and Dabney resigned their employ
> Jennings conceived a secret process for the continuous freeze-drying of foodstuffs and related products and constructed a small pilot plant that practiced the process. However, Jennings lacked the financing necessary to develop the commercial potential o
> Napster, Inc. (“Napster”), facilitates the transmission of MP3 files between and among its users. Through a process commonly called “peer-to-peer” file sharing, Napster allows its users to: (1) Make MP3 music files stored on individual computer hard dri
> Since the 1950s Qualitex Company has used a special shade of green-gold color on the pads that it makes and sells to dry cleaning firms for use on dry cleaning presses. In 1989 Jacobson Products (a Qualitex rival) began to sell its own press pads to dry
> B. C. Ziegler and Company (Ziegler) was a securities company located in West Bend. It had established an internal procedure by which its customer lists were treated confidentially. This procedure included burning or shredding any paper to be disposed of
> In 1967, a Chicago brewer, Meister Brau, Inc., began making and selling a reduced-calorie, reduced-carbohydrate beer under the name “LITE.” Late in 1968, that company filed applications to register “LITE” as a trademark in the United States Patent Office
> As part of its business, Kinko’s Graphics Corporation (Kinko’s) copied excerpts from books, compiled them in “packets,” and sold the packets to college students. Kinko’s did this without permission from the owners of the copyrights to the books and witho
> T.G.I. Friday’s, a New York corporation and registered service mark, entered into an exclusive licensing agreement with Tiffany & Co. that allowed Tiffany to open a Friday’s restaurant in Jackson, Mississippi. International Restaurant Group, operated by
> Vuitton, a French corporation, manufactures high-quality handbags, luggage, and accessories. Crown Handbags, a New York corporation, manufactures and distributes ladies’ handbags. Vuitton handbags are sold exclusively in expensive department stores, and
> At the start of the social season, Aunt Lavinia purchased a hula skirt in Sadie’s dress shop. The salesperson told her, “This superior garment will do things for a person.” Aunt Lavinia’s houseguest, her niece, Florabelle, asked and obtained her aunt’s p
> The Coca-Cola Company manufactures a carbonated beverage, Coke, made from coca leaves and cola nuts. The Koke Company of America introduced into the beverage market a similar product named Koke. The Coca-Cola Company brought a trademark infringement acti
> Keller, a professor of legal studies at Rhodes University, is a diligent instructor. Late one night, while reading a newly published, copyrighted treatise of 1,800 pages written by Gilbert, he came across a three-page section discussing the subject matte
> Venable Corporation has 750,000 shares of common stock outstanding, which are owned by 640 shareholders. The assets of Venable Corporation are valued at more than $10 million. In March, Underhill began purchasing shares of Venable’s common stock in the o
> Tanaka, a director and officer of Deep Hole Oil Company, telephoned Romani for the purpose of buying 200 shares of Deep Hole Company stock owned by Romani. During the period of negotiations, Tanaka concealed his identity and did not disclose the fact tha
> Nova, Inc., sought to sell a new issue of common stock. It registered the issue with the SEC but included false information in both the registration statement and the prospectus. The issue was underwritten by Omega & Sons and was sold in its entirety by
> Intercontinental Widgets, Inc., had applied for a patent for a new state-of-the-art widget that, if patented, would significantly increase the value of Intercontinental’s shares. On September 1, the Patent Office notified Jackson, the attorney for Interc
> Farthing is a director and vice president of Garp, Inc., whose common stock is listed on the New York Stock Exchange. Farthing engaged in the following transactions in the same calendar year: on January 2, Farthing sold 500 shares at $30 per share; on Ja
> The boards of directors of DuMont Corp. and Epsot, Inc., agreed to enter into a friendly merger, with DuMont Corp. to be the surviving entity. The stock of both corporations was listed on a national stock exchange. In connection with the merger, both cor
> Capricorn, Inc., is planning to “go public” by offering its common stock, which previously had been owned by only three shareholders. The company intends to limit the number of purchasers to twenty-five persons resident in the state of its incorporation.
> Bigelow Corporation has total assets of $850,000, sales of $1,350,000, and one class of common stock with 375 shareholders and a class of preferred stock with 250 shareholders, both of which are traded over the counter. Which provisions of the Securities
> Calvin purchased a log home construction kit, manufactured by Boone Homes, Inc., from an authorized Boone dealer. The sales contract stated that Boone would repair or replace defective materials and that this was the exclusive remedy available against Bo
> W. J. Howey Co. and Howey-in-the-Hills Service, Inc., were Florida corporations under direct common control and management. The Howey Company owned large tracts of citrus acreage in Florida. The service company cultivated, harvested, and marketed the cro
> Texas Gulf Sulphur Company (TGS) was a corporation engaged in exploring for and mining certain minerals. A particular tract of Canadian land looked very promising as a source of desired minerals, and TGS drilled a test hole on November 8. Because the cor
> Dirks was an officer of a New York broker-dealer firm who specialized in providing investment analysis of insurance company securities to institutional investors. On March 6, Dirks received information from Ronald Secrist, a former officer of Equity Fund
> Acme Realty, a real estate development company, is a limited partnership organized in Georgia. It is planning to develop a 200-acre parcel of land for a regional shopping center and needs to raise $ 1.25 million. As part of its financing, Acme plans to o
> Kemp & Beatley was a company incorporated under the laws of New York. Eight shareholders held the corporation’s outstanding 1,500 shares of stock. Petitioners Dissin and Gardstein together owned 20.33 percent of the stock, and each had been a longtime em
> Tretter alleged that his exposure over the years to asbestos products manufactured by Philip Carey Manufacturing Corporation caused him to contract asbestosis. Tretter brought an action against Rapid American Corporation, which was the surviving corporat
> Mildred, Deborah, and Bob each own one-third of the stock of Nova Corporation. On Friday, Mildred received an offer to merge Nova into Buyer Corporation. Mildred, who agreed to call a shareholders’ meeting to discuss the offer on the following Tuesday, t
> Zenith Steel Company operates a prosperous business. The board of directors voted to spend $20 million of the company’s surplus funds to purchase a majority of the stock of two other companies—Green Insurance Company and Blue Trust Company. Green Insuran
> Johnson Company, a corporation organized under the laws of State X, after proper authorization by the shareholders, sold its entire assets to Samson Company, also a State X corporation. Ellen, an unpaid creditor of Johnson Company, sues Samson Company on
> Cutler Company was duly merged into Stone Company. Yetta, a shareholder of the former Cutler Company, having paid only one-half of her subscription, is now sued by Stone Company for the balance of the subscription. Yetta, who took no part in the merger p
> Robert in Chicago entered into a contract to sell certain machines to Terry in New York. The machines were to be manufactured by Robert and shipped F.O.B. Chicago not later than March 25. On March 24, when Robert was about to ship the machines, he receiv
> (a) When may a corporation sell, lease, exchange, mortgage, or pledge all or substantially all of its assets in the usual and regular course of its business? (b) When may a corporation sell, lease, exchange, mortgage, or pledge all or substantially all o
> In early 1984, Royal Dutch Petroleum Company (Royal Dutch), through various subsidiaries, controlled approximately 70 percent of the outstanding common shares of Shell Oil Co. (Shell). On January 24, 1984, Royal Dutch announced its intention to merge She
> The shareholders of Endicott Johnson who had dissented from a proposed merger of Endicott with McDonough Corporation brought a proceeding to fix the fair value of their stock. At issue was the proper weight to be given the market price of the stock in fi
> All Steel Pipe and Tube is a closely held corporation engaged in the business of selling steel pipes and tubes. Leo and Scott Callier are its two equal shareholders. Scott is Leo’s uncle. Leo is one of the company’s two directors and is president of the
> Acme Corporation’s articles of incorporation require cumulative voting for the election of its directors. The board of directors of Acme Corporation consists of nine directors, each elected annually. (a) Peter owns 24 percent of the outstanding shares of
> Mitchell, Nelson, Olsen, and Parker, experts in manufacturing baubles, each owned fifteen of one hundred authorized shares of Baubles, Inc., a corporation of State X that does not permit cumulative voting. On July 7, 2008, the corporation sold forty shar
> Gore had been the owner of 1 percent of the outstanding shares of the Webster Company, a corporation since its organization ten years ago. Ratliff, the president of the company, was the owner of 70 percent of the outstanding shares. Ratliff used the shar
> X Corporation manufactures machine tools. Its two principal competitors are Y Corporation and Z Corporation. 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 Corporat
