Triec, Inc. is a small electrical contracting company in Springfield, Ohio, owned by its executives, Yeazell, Jones, and Heaton. Employees contracted the International Brotherood of Electrical Workers, which began an organizing drive, and six of the 11 employees in the bargaining unit signed authorization cards. The company declined to recognize the union, which petitioned the NLRB to schedule an election. The company then granted several new benefits for all workers, including higher wages, paid vacations, and other measures. When the election was held, only two if the 11 bargaining members voted for the union. Did the company violate the NLRA?
> You plan to open a store in Chicago, specializing in rugs imported from Turkey. You will work with a native Turk who will purchase and ship the rugs to your store. You are wise enough to insist on a contract establishing the rights and obligations of b
> Shareholders lost their gamble when they bought stock of Jackpot Enterprises, Inc. Fed up with management, a shareholder asked the company to include a proposal in the proxy statement that would require the board of directors to sell or merge the company
> Ronald O. Perelman, chairman of the board and CEO of Pantry Pride, met with his counterpart at Revlon, Michel C. Bergerac, to discuss a friendly acquisition of Revlon by Pantry Pride. Revlon rebuffed Pantry Pride’s overtures, perhaps in part because Berg
> Some companies adopt a staggered board of directors as an antitakeover defense. How does a staggered board affect cumulative voting?
> James owned Despatch Industries. When his son, Wade, and son-in-law, Alan, started working for the company, they both signed identical employment contracts, which provided for a severance payment if they left the company. After Wade and James had a falli
> Eve bought defective ball bearings from Saginaw Corp. Alfred was the sole shareholder of the company and also its landlord. After Alfred sold all of Saginaw’s assets, he withheld enough money to cover the rent that Saginaw owed him. As a result, Saginaw
> States compete for lucrative filing fees by passing corporate statutes that favor management. One proposed solution to this problem would be a federal system of corporate registration. Is this a good idea? What are the impediments to such as system?
> Waste Management, Inc., the country’s largest waste hauler, changed its name to WMX Technologies, Inc. Similarly, U.S. Steel changed its moniker to USX Corp. and American Airlines became AMR Corp. What legal steps would be necessary to protect the new co
> Michael incorporated Erin Homes, Inc., to manufacture mobile homes. He issued himself a stock certificate for 100 shares for which he made no payment. He and his wife served as officers and directors of the organization, but, during the eight years of it
> Dickens, Inc. is a bookstore incorporated in Nevada. From its warehouse in Montana, it ships books to all 50 states. The company’s owner lives in New York, its web designer lives in California. Where is Dickens a domestic corporation? Where must it quali
> The Resolution Trust Corp. (RTC) sued the directors of the Commonwealth Savings Association seeking to recover from them personally $200 million that the bank lost in bad real estate loans. The directors approved the loans after state and federal regulat
> Claus Scherer worked for Rockwell International and was paid more than $300,000 per year. Rockwell fired Scherer for alleged sexual harassment of several workers, including his secretary, Terry Pendy. Scherer sued in United States District Court, alleg
> Mike Love and Brian Wilson were members of the Beach Boys. In the 1960s, they wrote songs together. The copyrights for these songs were later sold to Rondor, which paid the two men royalties when the songs were played. In 2004, Wilson re-recorded some of
> Is there any good reason to be in a partnership? If so, for what sort of business would it make sense?
> Carrie and Laura started a business together to sell bridesmaids dresses online. Carrie spent months preparing the financials and meeting with potential investors while Laura designed dresses and found suppliers. Once Carrie was finished with the financ
> Lucan and Alison agreed to practice law together. Their stationery said, “The Lucan and Alison Partnership” and they told everyone they were partners. They signed a partnership agreement providing that Lucan would receive a “guaranteed annual draw of $1
> Dutch, Bill, and Heidi were equal partners in a lawn care business. Bill and Heidi wanted to borrow money from the bank to buy more trucks and expand the business. Dutch was dead set against the idea. When the matter came to a vote, Bill and Heidi voted
> Arthur, John, and George formed a partnership to drill and maintain cesspools for two years. After less than two months, John and George sent a letter to Arthur informing him that they were dissolving the partnership. Arthur sued the two other men, askin
> Brothers Sydney and Ashley were partners in a real estate partnership in Pennsylvania. They received identical salaries. Sydney moved to Florida to establish residency so that he could obtain a divorce there. His lawyer told him not to return to Pennsylv
> Seventy-Three Land, Inc., sued Maxlar Partners for the balance due on a note made by the partnership. Max, a partner, asked the court to dismiss the claim against him personally because the plaintiff had not first tried to collect against the partnership
> Hebert, an artist, entered into an agreement with Randy for the reproduction and distribution of his paintings. Herbert was to receive 50 percent of the gross sales revenues. Randy was responsible for all losses and for management of the business. Before
> Pedro and Juan have a business selling ties with fraternity insignia. Pedro finds out that an online shirt business is for sale. It sounds like a great idea -- customers send in their measurements and get back a custom-made shirt at a price no higher tha
> Trial practice also is dramatically different in Britain. The parties’ solicitors do not go into court. Courtroom work is done by different lawyers, called barristers. The barristers have very limited rights to interview witnesses before trial. They k
> A Saudi Arabian government-run hospital hired American Scott Nelson to be an engineer. The parties signed the employment agreement in the United States. On the job, Nelson reported that the hospital had significant safety defects. For this, he was arr
> Frank Brown, who is African-American, tried to buy lunch at a McDonald’s at the Dadeland Mall in Florida. The manager, Omar Zaveri, not only refused to serve Brown but verbally abused him, used racial slurs and told all the other employees that he would
> Leonard, an attorney, was negligent in his representation of Anthony. In settlement of Anthony’s claim against him, Leonard signed a promissory note for $10,400 on behalf of his law firm, an LLC. When the law firm did not pay, Anthony filed suit against
> Corporations developed to encourage investors to contribute the capital needed to create large-scale manufacturing enterprises. But LLCs are often start-ups or other small businesses. Why do their members deserve limited liability? And is it fair that LL
> As you will see in Chapter 33, Facebook began life as a corporation, not an LLC. Why did the founder, Mark Zuckerberg make that decision?
> What is the difference between close corporations and S corporations?
> If you were to look online for a description of a professional corporation, you might find websites stressing that, in a PC, shareholders are still responsible for their own wrongdoing. For example: “In some states, these professionals can form a corpora
> Kristine bought a Rocky Mountain Chocolate Factory franchise. Her franchise agreement required her to purchase a cash register that cost $3,000, with an annual maintenance fee of $773. The agreement also provided that Rocky Mountain could change to a mor
> Mrs. Meadows opened a biscuit shop called The Biscuit Bakery. The business was not incorporated. Whenever she ordered supplies, she was careful to sign the contract in the name of the business, not personally: The Biscuit Bakery by Daisy Meadows. Unfortu
> Alan Dershowitz, a law professor famous for his prominent clients, joined with other lawyers to open a kosher delicatessen, Maven’s Court. Dershowitz met with greater success at the bar than in the kitchen—the deli failed after barely a year in business.
> Pam Huber worked at Wal-Mart as a grocery order filler, earning $13 an hour. While on the job, she suffered a permanent injury to her right arm and hand. Both she and Wal-Mart agreed that she was disabled under the ADA. As a reasonable accommodation, she
> British discovery practice differs from that in the United States. Most discovery in Britain concerns documents. The lawyers for the two sides, called solicitors, must deliver to the opposing side a list of all relevant documents in their possession.
> Mary Ann Singleton was the librarian at a maximum security prison located in Tazewell County, Virginia. About four times a week, Gene Shinault, assistant warden for operations, insistently complimented Singleton; stared at her breasts when he spoke to he
> In disparate treatment cases, the plaintiff must show that the defendant intentionally discriminated, but not in disparate impact cases. Is it fair to hold employers liable when they have not engaged in intentional wrongdoing?
> Ronald Lockhart, who was deaf, worked for FedEx as a package handler. Although fluent in American Sign Language, he could not read lips. After 9/11, the company held meetings to talk about security issues. Lockhart complained to the EEOC that he could no
> Generally, the BFOQ defense does not apply to customer preference. But recently, some clients have been pressuring their law firms to staff their cases with female and minority lawyers. If a firm does so, would the BFOQ defense be valid? Should it be?
> The Lillie Rubin boutique in Phoenix would hire only women to work in sales because fittings and alterations took place in the dressing room or immediately outside. The customers were buying expensive clothes and demanded a male-free dressing area. Has t
> More than 90 percent of employers conduct criminal background checks, and many of these automatically exclude any job applicant with a criminal record. Is this practice a violation of the law?
> Disney World and Abercrombie & Fitch both fired female employees who insisted upon wearing a Muslim headscarf because such apparel violated the companies’ appearance policies. Can these employers make reasonable accommodation for this religious practice?
> FedEx refused to promote José Rodriguez to a supervisor’s position because of his accent and “how he speaks.” Is FedEx in violation of the law?
> In the 2008 recession, Roger lost his job as a comptroller. Desperate for work after a year of unemployment, he began to apply for any accounting job at any company. But no one would hire him because he was “over-qualified and over-experienced.” He repea
> Despite its detailed dress code for employees, Starbucks stores permitted workers to wear multiple pins and buttons, some of which, but not all, were related to its employee-reward and product-promotion programs. When a union tried to organize employees
> In 1988, terrorists bombed Pan Am Flight 103 over Lockerbie, Scotland, killing all passengers on board. Congress sought to remedy security shortcomings by passing the Aviation Security Improvement Act of 1990, which, among other things, ordered the Feder
> Noelle was the principal of a charter school and an employee at will. The head administrator imposed a rule requiring cafeteria workers to stamp the hands of children who did not have sufficient funds in their lunch accounts. Some of these children were
> Nationwide Insurance Co. circulated a memorandum asking all employees to lobby in favor of a bill that had been introduced in the Pennsylvania House of Representitives. By limiting the damages that an injured motorist could never recover from a person wh
> Catherine Wagenseller was a nurse at Scottsdale Memorial Hospital and an employee at will. While on a camping trip with other nurses, Wagenseller refused to join in a parody of the song, “Moon River,” which concluded with members of the group “mooning” t
> Hugo’s sister posted a message on his Facebook page asking him how his evening as a bartender had gone. He responded with complaints that he had not had a raise in five years and that his tips “sucked.” He also called customers “rednecks” and stated that
> When Walton Weiner interviewed for a job with McGraw-Hill, Inc. he was assured that the company would not terminate an employee without “just cause.” Weiner also signed a contract specifying that his employment would be subject to the provisions of McGra
> Sally is sent home from school with the chicken pox. Her father takes her to a pediatrician who says that she will be fine in about a week and in the meantime just needs bed rest and plenty of fluids. Is Sally’s father entitled to leave under the FMLA to
> Apex gave Marcie an employment handbook stating that (1) she was an at-will employee, (2) the handbook did not create any contractual rights, and (3) employees who were fired had the right to a termination hearing. The company fired Marcie, claiming that
> Kevin was the manager of a radio station, WABC. A competing station lured him away. In his last month on the job at WABC, he notified two key on-air personalities that if they were to leave the station, he would not hold them to their noncompete agreemen
> Betsy has a two-year contract as a producer at Jackson Movie Studios. She produces a remake of the movie Footloose. Unfortunately, it bombs and Jackson is so furious, he fires her on the weekend the movie opens. Does he have the power to do this?
> Until recently, every state had a statute outlawing the burning of American flags. But in Texas v. Johnson, the Supreme Court declared such statutes unconstitutional, saying that flag burning is symbolic speech, protected by the First Amendment. Does C
> The Pharmaceutical Association holds an annual convention. At the convention, Brittany, who was president of the Association, told Luke that Research Corp. had a promising new cancer vaccine. Luke was so excited that he chartered a plane to fly to Resear
> Jesse worked as a buyer for the Vegetable Co. Rachel offered to sell Jesse 10 tons of tomatoes for the account of Vegetable. Jesse accepted the offer. Later, Jesse discovered that Rachel was an agent for Sylvester Co. Who is liable on this contract?
> What if the custodian hit one of the schoolchildren for calling him a name? Is the school district liable?
> An elementary school custodian hit a child who wrote graffiti on the wall. Is the school district liable for this intentional tort by its employee?
> Sarah went to an auction at Christie’s to bid on a tapestry for her employer, Fine Arts Gallery. The good news is that she purchased a Dufy tapestry for $77,000. The bad news is that it was not the one her employer had told her to buy. In the excitement
> One afternoon while visiting friends, tennis star Vitas Gerulaitis fell asleep in their pool house. A mechanic had improperly installed the swimming pool heater, which leaked carbon monoxide fumes into the house where he slept, killing him. His mother fi
> A soldier was drinking at a training seminar. Although he was told to leave his car at the seminar, he disobeyed orders and drove to a military club. On the way to the club, he was in an accident. Is the military liable for the damage he caused?
> After reviewing Color-Dyne’s audited financial statements, the plaintiffs provided materials to the company on credit. These financial statements showed that Color-Dyne owned $2 million in inventory. The audit failed to reveal, however, that various bank
> Wayne and Arlene Selden invested in Competition Aircraft, a fraudulent company that pretended to sell airplanes. After the company went bankrupt, the Seldens sought to recover from accountant William Burnett. He had recommended the investment to several
> Medtrans, an ambulance company, was unable to pay its bills. In need of cash, it signed an engagement letter with Deloitte to perform an audit that could be used to attract investors. Unfortunately, the audit had the opposite effect. The unaudited state
> An off-duty, out-of-uniform police officer and his son purchased some food from a 7-Eleven store and were still in the parking lot when a carload of teenagers became rowdy. The officer went to speak to them and the teenagers assaulted him. The officer
> The British Broadcasting Corp. (BBC) broadcast a TV program alleging that Terry Venables, a former professional soccer coach, had fraudulently obtained a £1 million loan by misrepresenting the value of his company. Venables had been a sports caster for t
> Penelope purchased securities offered by Hughes Homes, Inc., which sold manufactured housing. During its audit, Deloitte found that the internal controls of Hughes had flaws. As a result, the accounting firm adjusted the scope of its audit to perform in
> Recall the Quimby case. This type of fraud is increasingly common. What could Quimby have done to protect himself?
> When Steven was killed in an automobile accident, he left his wife, Debra a life insurance policy for $60,000. She decided to move from Bunkie to Sulphur, Louisiana. Debra executed a document authorizing her mother-in-law, Helen, to sign checks on Debra’
> One of Doris’s job responsibilities at Winkie, Inc .was preparing company checks for the president, Willie, to sign. Using Winkie’s check-signing machine, Doris forged $150,000 of checks on her employer’s account. Willie did not (1) look at the sequence
> Arnold and Palmer signed two promissory notes for a total of $25,000 payable to the Banking Co. The two men argued that they were not liable on the notes because they had signed as agents for Sunshine Sales. The notes made no reference to Sunshine, but t
> Melco, Inc., issued a promissory note for $12,000, payable to the order of Marjorie. On the back of the note, Charles had signed the following statement: “For and in consideration of funds advanced herein to Melco, Inc., we irrevocably guarantee Marjorie
> Merlyn borrowed money from Finance Co. to buy equipment for his farm. He promised Finance that he would accept payment for his crops only with checks that named him and Finance as co-payees. This way, Merlyn could not cash the checks without Finance’s in
> Before Parris’s lawsuit against Railroad had settled, he left town and closed out his account with Bank. Railroad then issued a check to him which somehow came to be in Eddy’s possession. Eddy indorsed the check “Railroad Eddy” and deposited it in his o
> Kendall raised hogs. The Grain Company would provide him with hogs and grain and, in return, he would sign a promissory note in an amount equal to the value of these items. Once the pigs were grown, Kendall would sell them and repay the loan. One time,
> You are a president of a small, highly rated, liberal college in California. Many of the dining hall workers are Latino. Some of these workers are trying to organize a union, which would dramatically increase the college’s costs at a time of budget pre
> On October 12, James Camp agreed to provide services to Shawn Sheth by October 15. In payment, Sheth gave Camp a check for $1,300 that was postdated October 15. On October 13, Camp sold the check to Buckeye Check Cashing for $1,261.31. On October 14, fea
> On June 30, John signed a demand promissory note for $2,000 to the Camelot Country Club. The note stated that it was being given in payment for a membership in the country club, but in fact, the club was insolvent, its memberships had no value, and John
> Catherine suffered serious physical injuries in an automobile accident and became acutely depressed as a result. One morning, she received a check for $17,400 in settlement of her claims arising out of the accident. She indorsed the check and placed it o
> Teri and Jerry entered into a contract with a real estate developer that provided he would build the house of their dreams on a lot that he owned. In payment for the property and the house, T&J signed a promissory note which was payable, “upon closing on
> Shelby wrote the following check to Dana. When is it payable and for how much? Fidelity Fiduciary Bank 0802 p20 Crest Drive Alvin, TX 54609 August 3, 2009 July 27, 2012 Pay to the order of Aana $352 00 Three hundred eighty-tws & "/100 DOLLARS Shelby
> Kay signed a promissory note for $220,000 that was payable to Investments, Inc. The company then indorsed the note over to its lawyers to pay past and future legal fees. Were the lawyers holders in due course?
> Tom was CEO of a company. He stole money from the company by writing a series of checks made out to “Cash” which he deposited in his own personal account at Bank. (Please do not try this at home.) Of course, he then spent the money. The company sued the
> Abe gives the note to his daughter, Prudence, for her birthday. Is Prudence a holder in due course? Does Duncan have to pay Prudence?
> Shifty sells that note to Honest Abe for $22,000. Does Duncan have to pay Abe?
> Duncan Properties, Inc. agrees to buy a car from Shifty for $25,000. The company issues a promissory note in payment. The car that Duncan bought is defective. If Shifty still has the note, does Duncan have to pay it?
> The Aviation Security Improvement Act (ASIA) states that the FAA can refuse to divulge information about airport security. The FAA interprets this to mean that it can withhold data in spite of the FOIA. Public Citizen and the Lockerbie family members in
> The Dannemans bought a Kodak copier worth over $40,000. Kodak arranged financing by GECC and assigned its rights to that company. Although the Dannemans thought they had purchased the copier on credit, the papers described the deal as a lease. The Dannem
> After a federal judge refused to dismiss criminal charges against him, Michael Reed took revenge by electronically filing a UCC financing statement listing the judge, the prosecuting attorney, and former Secretary of the Treasury Timothy Geithner as $3.4
> Collateral may change categories depending on its holder and how it is being used at the time of default. Classify a refrigerator in the following circumstances: (a) When sold by an appliance store; (b) When used by a restaurateur in his business; and (c
> Eugene Ables ran an excavation company. He borrowed $500,000 from the Highland Park State Bank. Ables signed a note promising to repay the money and an agreement giving Highland a security interest in all of his equipment, including after-acquired equipm
> Dupont Feed bought and sold agricultural products. Dupont borrowed $300,000 from Wells Fargo Bank and gave Wells Fargo a security interest in all inventory, including after-acquired inventory. Wells Fargo perfected its interest by filing on June 17, 1982
> The state of Kentucky filed a tax lien against Panbowl Energy, claiming unpaid taxes. Six months later, Panbowl bought a powerful drill from Whayne Supply, making a down payment of $11,500 and signing a security agreement for the remaining debt of $220,0
> Sears sold a lawn tractor to Cosmo Fiscante for $1,481. Fiscante paid with his personal credit card. Sears kept a valid security interest in the lawnmower but did not perfect. Fiscante had the machine delivered to his business, Trackers Raceway Park, the
> The Copper King Inn, Inc. had money problems. It borrowed $62,500 from two of its officers, Noonan and Patterson, but that did not suffice to keep the inn going. So Noonan, on behalf of Copper King, arranged for the inn to borrow $100,000 from Northwest
> Laura and Bruce Trethewey hired Basement Waterproofing Nationwide, Inc., to waterproof the walls in their basement for a fee of $2,500. BWNI’s contract stated: “BWNI will service any seepage in the areas waterproofed at no additional cost to the customer
> Under the terms of a long-term supply contract, Linde supplied United Aluminum Corporation (UAC) with nitrogen at $0.23 per unit. Upon expiration, that contract gave UAC the sole option to renew the agreement for five additional years at the same price.
> Craig Newmark and Jim Buckmaster founded craigslist, the most popular website in the country for classified ads. Rather than maximizing its profits, craigslist instead focused on developing a community among its users. It was a place to find an apartme
