MGMT 108 - CASES

Lock-up Option

used in conjunction with White Knight; target and white knight agree that white knight will buy highly valuable asset of target for attractive price (usually below market price) if the raider succeeds in the takeover

Religious Discrimination

-Employer has to reasonably accommodate employees' religious practices, unless that imposes undue hardship on employer

Types of franchises

1. Distributorship 2. Chain-Style Business Operation 3. Manufacturing Arrangement

Hemmerling v. Happy Cab

-Issue: Employee v. Independent Contractor -Hemmerling operated a Happy Cab, Co. taxi and got in an accident, suffering personal injuries -Claim for workers' comp was denied, as Worker's Comp Court ruled that he was an independent contractor at the time of the accident -in equipment lease agreement (Hemmerling leased cab to Happy Cab), both parties had made clear that Happy Cab would own and operate the cabs within their scope of business and exercise control and supervision -appellate court affirmed Workers' Comp Court decision, and Hemmerling appealed -NE supreme court reversed; ruled that because Happy Cab had control over Hemmerling's actions and Hemmerling was not engaged in a line of business different from that of Happy Cab's; therefore Hemmerling was an employee of Happy Cab

Vance v. Ball State University

-Issue: Employer Liability -Vance claimed Davis was making work contentions because of physical and racial harassment, and sued Ball State for harassment by a supervisor -Vance claimed Davis was supervisor, while Ball State claimed she was not -both district and appellate courts ruled in Ball State's favor; Vance appealed -U.S. Supreme Court affirmed lower courts' decision; ruled that Davis was not Vance's supervisor because she did not have any control over the terms and conditions of her employment; thus Ball State was not liable

Pontiacs v. KMS Investments

-Issue: Employer liabiilty -KMS, owner of apartment complex, rented apartment to Pontiacs; hired manager Graffice, who had a criminal background -Graffice entered into the Pontiacs' apartment and raped Stephanie Pontiac at knifepoint -Pontiacs sued for damages, won; KMS appealed -Appellate court affirmed; ruled that KMS had negligently hired Graffice, breaching their duty to the public and thus were liable

Dees v. United Rentals North America

-Issue: Employment Discrimination (establishing prima facie case and proving pretext) -Dees worked for United Rentals North America; after some time the quality of his work started to deteriorate -Given multiple warnings; when he did not heed, was eventually fired -Sued for race (he was black) and age discrimination (he was 62) -District court granted summary judgement in favor of United Rentals, Dees appealed -Appellate court affirmed lower court's ruling; even though assumed Dees had prima facie case, United Rentals gave a legitimate reason for firing him, as he did not meet the performance standards of the company and showed insubordination, and Dees could not prove that it was only a pretext for his termination

Meinhard v. Salmon

-Issue: Fiduciary duty to Partner -Salmon enlisted in Meinhard's help to help secure building in joint venture for the duration of a 20 year lease, and Salmon would manage the building -Four months before the end of the lease, Salmon was approached with an opportunity to change the building to make more profit, so he signed a new lease under his own company's name without notifying Meinhard; when he found out, Meinhard sued -court ruled for Meinhard, and Salmon appealed -appellate court affirmed; ruled Salmon had violated his fiduciary duty to his partner Meinhard by acting for his own interests and not for the interests of the partnership

Alberty-Velez v. Corporacion de Puerto Rico

-Issue: Employee v. Independent Contractor -Alberty hosted a show on the channel WIPR, and was contracted per episode; responsible for her own clothing, shoes, accessories, etc.; paid lump sum every episode; no health insurance or other benefits given -after she became pregnant, WIPR stopped contracting with her; sued parent company Corporacion for discrimination based on her pregnancy -trial court ruled in favor of Corporacion; Alberty appealed -appellate court affirmed; ruled that while WIPR controlled her schedule and told her what to do, these things were in the scope of WIPR's business and Alberty brought to the job skills outside the scope of what was required of her; also, the company used fixed-length contracts and described her as an indpendent contractor in their tax documents; in addition, she supplied all of the things she needed to complete her job, altogether showing that she was an independent contractor for WIPR

Business Judgement Rule

-Corporate director/officer will not be liable to shareholders for honest mistakes of judgement and bad business decisions -BJR will apply if: 1. Took reasonable steps to become informed about the matter 2. Had a rational basis for his/her decision 3. Did not have a conflict of interest between his/her personal interest and that of the corporation

Mora v. Jackson Memorial Foundation, Inc.

-Issue: Age Discrimination -Mora, 62, was fired from Jackson Memorial Foundation; CEO cited issues with her professionalism -Mora claimed he said "I need someone younger who I can pay less;" there was also a witness who heard the CEO say Mora was "too old to be working there anyway" -Summary judgement was granted in favor of Jackson, and Mora appealed -Appellate court ruled that there was a "disputed question of material fact," that while Mora and the witness claimed that the CEO said certain things, while the CEO and another employee denied; thus, they vacated the trial court's decision and remanded the case

Laurel Creek Health Center v. Bishop

-Issue: Agency by Agreement -Bishop was admitted into hospital and had to sign admission papers; was mentally sound but physically unable to sign and asked for his wife to come and sign the papers -when Bishop died after going into cardiopulmonary arrest, Bishops sued for negligence; Laurel Creek asked court to order arbitration as per the admission papers, but court denied, saying that his wife was not his agent; Laurel Creek appealed -appellate court ruled that Gilbert did indeed request for and agree to have his wife be his agent in signing his papers for him, and she consented, thus establishing an agency relationship; remanded the case for further proceedings consistent with this opinion

Chernow v Reyes

-Issue: Agent's duty of loyalty -Chernow, in the business of auditing for customers' phone bills; hired Reyes, an auditor -prior to leaving the company, Reyes took steps to start and operate his own competing company; he took auditing contracts with customers that were not Chernow's, and conducted all of these extra activities outside of his normal work hours -Chernow sued Reyes for breaching his duty of loyalty; trial court ruled in favor of Reyes, saying his customers were not those of Chernow's nor were they in the same line of business; Chernow appealed -Appellate court reversed; ruled that Reyes did indeed violate his duty of loyalty by opening a business that competed, and stated competition is not limited to diverting preexisting customers, but is also extend to diverting away potential customers

Lundberg v. Church Farm

-Issue: Apparent Authority -Bagley, manager of horse breeding farm owned by Church, and ran the farm's operations and dealt with customers directly -Bagley sold breeding rights to Imperial Guard to Lundbergs; contract guaranteed six live foals in two years; signed with Church's name along with his own -Lundbergs bred four mares, resulting in only one live foal; Church then moved Imperial Guard from Illinois to Oklahoma -Lundbergs sued Church for breach of contract; Church contended that Bagley only had authority to show preprinted contracts to potential buyers, not sign contracts for Church -court found for Lundbergs; Church appealed -appellate court affirmed lower court's decision; because of the scope of Bagley's responsibilities and duties, Church had given him apparent authority by directing all inquiries and proceedings related to Imperial Guard to Bagley; thus, Church was liable to the Lundbergs

Dodge v. Ford Motor Co.

-Issue: Business Judgement Rule -Dodge brothers were shareholders in Ford; Ford did not declare special dividend like in years past, and decided to reinvest earnings except for regular dividend into expansion -Dodge brothers sued Ford and directors to force to declare a special dividend; trial court ordered Ford to declare special dividend; Ford appealed -State supreme court affirmed; ruled primary duty of corporation is profit for its shareholders, and that by not declaring a special dividend in the event of a surplus, Ford was undermining that duty and not protected by business judgement rule

Gender Discrimination

-have to prove gender was a factor in the harmful action -pregnant women have to be treated the same way as other employees with the same capabilities -equal pay for people doing similar work; no wage discrimination

Smith v. Van Gorkom

-Issue: Business Judgement Rule -Van Gorkom was CEO of Trans Union; was nearing retirement and figured he would sell company before retiring -had buyer, the Pritzkers, lined up; had 20 minute meeting with directors to approve sale, with not much documentation; approved merger with Pritzkers without any input from shareholders -Smith and other shareholders objected because they wanted more out of the sale; brought class action suit against Van Gorkom and the directors, claiming the short meeting did not constitute informed business judgement; directors contended that their good-faith decision was protected by business judgement rule -trial court found for directors, and shareholder group appealed -appellate court reversed and remanded; a corporation's fiduciary duty to its shareholders meant it should have gotten their consultation before making the sale; furthermore, the brevity of the sale meeting violated the "taking steps to become informed about the matter" component of protection by the business judgement rule

Fitchie v. Yirko

-Issue: Creation of joint ventures, fiduciary duty -Rick Yirko bought $100 worth of $1 lottery tickets from Phyllis Huisel's coffee shop and enlisted in the help of Huisel, her employee Judy Fitchie, and another customer Frances Vincent to help scratch the cards; Yirko stated that they would share all potential profits equally -Fitchie uncovered some prizes, including a chance to appear on TV to win the grand prize; had to mail in ticket with name and other info for chance to be drawn to appear on the show -after discussion, group figured that Yirko would be the representative and appear on the show if need arose; signed the ticket with "FJP Rick Yirko," all of their initials with his name; he also told the women that they would be partners no matter what they would win -ticket ended up being drawn, and Yirko appeared on the show and won $100,000 grand prize; refused to share the winnings; the women sued -trial court ruled that they were partners/joint venturers and that the women were entitled to a fair share of the profits; Yirko appealed -appellate court affirmed; all the parties entered into a joint agreement to pursue the lottery, and upon winning, share the profits equally, which was signed into writing by Yirko including all of their names on the ticket mailed in

McCann v. McCann

-Issue: Derivative v. direct (individual) suit -William McCann gave sons Bill and Ron roughly half the shares of his close corporation, and put the rest into a trust fund for his wife; after he died, Bill became president and CEO -after some time, Ron sued direct lawsuit alleging a breach of fiduciary duty to him as a minority shareholder; Bill and other directors were subjecting Ron to "squeeze-out" depriving him of shareholder benefits -district court granted summary judgement, saying Ron had filed derivative suit without making written demand on corporation; Ron appealed -State supreme court reversed; Ron could bring direct lawsuit because the adverse treatment he was receiving was limited only to him, not the other shareholders

Williams v. Pike

-Issue: Disclosure of Principal -Williams bought car in Henderson's lot; though Pike was owner, Henderson never disclosed that and negotiated the sale, accepted payment, and gave him receipts -Car broke down, had to be towed at Williams' daughter's expense, and was eventually stolen -Williams sued Pike and Henderson, and court ruled in his favor; Pike appealed -appellate court affirmed; if an agent fails to disclose his principal, both agent and principal are liable

Russell Realty Associates v. Russell

-Issue: Dissolution of Partnership -Members of Russell family operated RRA as partnership; Eddie had decision-making authority -After some time, Eddie and his sister Nina started disputing, which caused years of delays for zoning approval and appraisals before they could even sell one property and were unable to accept an attractive offer for another property; however RRA continued to profit -Eddie filed complaint seeking judicial dissolution of partnership; court granted, and Nina appealed -state supreme court affirmed; because their dispute had caused the partnership to miss out on various economic opportunities, the partnership's economic purpose had been unreasonably frustrated and could be judicially dissolved

Venture Sales LLC v. Perkins

-Issue: Dissolution of partnership -Perkins, Fordham, and Thompson formed Venture to develop a subdivision in MS; all three contributed land and funds -Perkins was assistant coach of Cleveland Browns so he trusted Fordham and Thompson to develop the land -a decade later, land was still not developed, though Venture had developed two other nearby subdivisions; said they did not know when they could develop the land and had been able to get $8 mil necessary to proceed -Fordham and Thompson suggested selling the land, but Perkins disagreed with the selling price; Perkins sought dissolution of the LLC and got it granted; Fordham, Thompson, and Venture Appealed -appellate court affirmed; dissolution was allowed because the LLC's economic purpose was impracticable, as it stated in its operating agreement that its purpose was to acquire and develop land and it had failed to do so

Guth v. Loft

-Issue: Duty of Loyalty in Corporation, usurpation of corporate opportunity -Guth was president of Loft Company and owned Grace Company; Grace produced syrup for soft drinks, and Coca Cola supplied cola syrup to Grace; -Guth felt Coca Cola was charging too much, so bought Pepsi-Cola trademark and secret recipe from Megargel to form Pepsi-Cola Corp.; neither Guth or Grace could finance new venture, so Guth used Loft's credit and other resources to further Pepsi-Cola venture, unknown to Loft's board -after losing profits due to switching from Coca Cola, Loft sued Guth, Grace, and Pepsi-Cola, seeking Pepsi stock and accounting -trial court found for Loft; defendants appealed -appellate court affirmed; Guth breached his fiduciary duty to Loft by undertaking a venture that would usurp a corporate opportunity that would have benefit Loft

Morales-Cruz v. University of Puerto Rico

-Issue: Employee retaliation -Morales-Cruz was professor on tenure track; one of her colleagues got into an affair with a student that resulted in a pregnancy -when she met with university committee to try to approve one year extension for tenure review, dean asked about the affair and her failure to report it; he recommended granting extension but called her "insecure," "immature," and "fragile -law school committee also recommended granting extension, but dissenting professor wrote negatively about her as well -Morales-Cruz learned about these negative opinions and complained to university chancellor in writing; dean ended up recommending they deny the extension and the committee did -When Morales-Cruz was terminated, she sued under Title VII, asserting dean had retaliated against her for complaining; district court ruled she had not made a proper claim for retaliation; she appealed -appellate court affirmed; ruled that comments made by dean and dissenting professor were gender neutral, thus not representing gender discrimination and giving no grounds to base a retaliation claim on

Polk v. Polk

-Issue: Fiduciary duty to Partners -Leslie Polk and his children operated a plumbing business together; children Dusty and Lezanne acted as managers -Leslie "fired" Dusty and Lezanne, and they sued him for breach of fiduciary duty -Court sent instructions to jury that in Alabama employment relationships are at will and that they should not consider the plaintiffs' firing part of their claim -jury awarded $1 each to the plaintiffs, and they appealed -appellate court ruled that it was wrong to instruct the jury to disregard the firing as part of the claim; in the partnership agreement, it stated that Dusty and Lezanne would remain managers after the first year of operation providing that the whole LLC did not move forward otherwise, meaning their employment was NOT at will; furthermore, since they did not move forward to remove Dusty and Lezanne as managers, Leslie had disregarded the terms of the agreement and instead had acted as the patriarch of the family in firing his children; as a partner, Leslie did not have the power to fire his children; reversed and remanded

Chic Miller's Chevrolet, Inc. v. General Motors Corp.

-Issue: Franchising relationship (termination of agreement) -Chapin Miller operated a Chevy dealership named Chic Miller's; had to enter into lending agreements, called floor plan financing, to be able to buy new cars to sell from GM -originally had financing through GMAC, but felt like interest was too high, so negotiated lower rate with Chase Manhattan Bank -after a while Chase declined to keep financing; Miller could not get a loan from any other lender, including GMAC -in "Dealer Sales and Service Agreement," GMC could terminate dealership if did not have sufficient line of credit, so sent several termination notices to Miller -However, dealership remained open until March 2004, when it closed for a week; GMC sent final notice of termination -Chic Miller's filed suit against GMC alleging they did not act in good faith by terminating the franchise; GMC filed motion for summary judgement -court approved motion for summary judgement; found that GMC did act in good faith by terminating Chic Miller's franchise because Miller failed to maintain a line of credit, damaging the business operations of GMC; furthermore, they acted in good faith because GMC had tried many times to extend the deadline to help Miller obtain the necessary credit and he failed to do so

PWC v. Hopkins

-Issue: Gender Discrimination -Hopkins was up for partnership in PWC, but was delayed; when later denied (partners cited over-aggresiveness and abrasiveness), sued for gender discrimination -Was told things like she should act more feminine and she overcompensated for being a woman -U.S. Supreme court ruled in favor of Hopkins, citing that in mixed-motive cases the defendant needs to show that the reason it states would have been the only reason for act, and in this case, given the obvious gender-specific language, there was clearly discrimination against Hopkins for her gender

SEC v. Dirks

-Issue: Inside trading (Rule 10b-5) -Dirks was securities analyst; received information from Secrist, former officer of Equity Funding, about Equity's fraud; said former employees of Equity had reached out to the state department and the SEC but neither party had acted on the charges -Dirk visited Equity in Los Angeles and got more information on the fraud; urged Wall Street Journal to publish information but they wouldn't fearing libel -Equity stock fell in two weeks during which Dirks investigated and spread the word; NYSE halted trading of equity stock on March 27, and Dirks presented info to SEC on same day; only then did the SEC act -after Equity was taken care of, SEC brought administrative proceeding against Dirks for violating Rule 10b-5 by passing on confidential information to clients, but only censured him because he had helped reveal fraud; appellate court affirmed, so Dirks brought to Supreme Court -SOTUS reversed in favor of Dirks; ruled that merely possessing insider information does not violate Rule 10b-5, as that requires a fiduciary duty between a corporation and its agent; furthermore, Dirks did not intend to misappropriate the information and inherited a pure motive from Secrist to expose fraud

Conners v. Middle Fork Corp.

-Issue: Legitimacy of Partnership -Rogers, a partner of Middle Fork Corp., gifted his three sons his 41% partnership interest in the company as a means of generating income for them to pay for their college educations; on MFC's income statements, they were listed as partners -MFC incurred liability to an employee pension fund under Employee Retirement Income Security Act (ERISA); Jones, trustee for fund, contended that brothers were personally liable for funds as partners of MFC -Brothers asked for summary judgement on grounds that they were only the assignees of the partnership interest and had no liability to MFC's obligations -court granted summary judgement; though sharing of profits (and losses) establishes prima facie evidence of partnership, none of the brothers participated in running the company, making decisions, and other like actions; therefore, they could not show partnership status and were not liable to MFC's obligations

McFarland v. Virginia Retirement Services, LLC

-Issue: Liabilities of members of an LLC -McFarland was activities director and office manager for Virginia Retirement Services (operating as Magnolia of Chesterfield); was told by her supervisor Stovall to take residents outside for a walk; it was 95 degrees -out of concern for the residents' health, someone complained to state licensing board, and an inspector then contacted McFarland; McFarland immediately told Stovall; Dunmoyer, Magnolia's executive director, learned of the contact and had Stovall fire McFarland for trying to "sabotage" Magnolia -McFarland sued Virginia Retirement Services, Dunmoyer, and other individual members for wrongful discharge; some individual defendants filed motion to be dismissed from suit -court ruled that in an LLC, the individual members could not be personally liable, even the event of a tort, and the only member liable would be the one who committed the tort, AKA Dunmoyer

Coker v. Pershad

-Issue: Liability for contracted workers -AAA contracted with Five Star Auto Service to do towing and auto repair services -Pershad, employee of Five Star, responded to call to AAA for assistance; assaulted Coker, driver of car -Coker sued AAA, Five Star, and Pershad; court ruled that Pershad was employee of Five Star, which was contractor for AAA, not its employee, so AAA was not liable; Five Star wanted to settle with Coker but he appealed -appellate court affirmed lower court's decision; as AAA did not control the means and methods of Five Star's business operations, Five Star is an independent contractor, and AAA was not liable for its negligence

Securities Act of 1933

-security must be registered and described before offering -cannot omit material information that would affect a reasonable investor's actions

Kerl v. Dennis Rasmussen

-Issue: Liability of franchisor -Pierce, ex-inmate and current employee of Arby's, left work without permission and attacked his ex-girlfriend Kerl and her fiancee Jones, wounding Kerl and killing Jones; he then killed himself -Kerl and Jones' estate sued Dennis Rasmussen, Inc. (Arby's franchisee) and Arby's; claimed Dennis Rasmussen act negligently and Arby's was vicariously liable (respondeat superior) -summary judgement granted for Arby's, finding them not liable; plaintiffs appealed -appellate court and state supreme court affirmed; Arby's would only be liable for actions within the scope of employment, or in this case, contract/franchise agreement; only Dennis Rasmussen was liable because in the contract agreement it did not establish that Arby's had any control over the hiring or firing of employees

Martin v. Barbour

-Issue: Liability of partners, rise of LLPs -Barbour performed surgery on Martin and resulted in permanent incontinence; Egle was Barbour's partner in the practice and did not assist or participate in the surgery -Martin sued, and trial court found Barbour liable but not Egle (judgement NOV); Martin appealed -appellate court reversed; a partner is liable for the other partner's negligence if it falls within the scope of the business

Omnibank of Mantee v. United Southern Bank

-Issue: Liability under Business Judgement Rule -Gray was president of Peoples Bank, which was branch bank of United Southern; made a number of loans without perfecting security interest; borrowers defaulted on loans, resulting in huge loss to United Southern -United Southern sued Gray alleging breach of fiduciary duty; trial court found Gray liable, and he appealed to state supreme court -state supreme court affirmed; an officer can be negligent under BJR if could have been reasonably knowledgeable of the consequences of his or her actions

Alzado v. Blinder, Robinson, & Co.

-Issue: Limited v. General Partner -Blinder, as limited partner, and Combat Productions, as general partner, created Combat Associates to promote exhibition boxing match between Muhammad Ali and Lyle Alzado (football player); Alzado owned Combat Productions and was its VP -Combat Associates promised to pay Alzado $100,000 for participation in match; however, match was a financial failure and few tickets were sold; Alzado was not paid as a result -Alzado sued Blinder, claiming that because of its conduct, it acted as a general partner and was liable to Alzado for his participation -Trial court found in favor of Alzado; appellate court reversed in favor of Blinder; Alzado appealed to state supreme court -State supreme court affirmed in favor of Blinder; found that Blinder only engaged in a few promotional activities for the matches and did not participate in management or business affairs, thus proving its status as a limited partner and was not liable

Warren v. Warren

-Issue: Partnership agreements (split of profits/losses) -brothers Harold and Ray formed two partnerships, one for funeral home and another for tree service; agreed to share profits proportional to the partners' contribution to the specific business -Harold was licensed funeral director and embalmer contributed more time to funeral home, whereas Ray, only a licensed funeral director, worked mostly in the tree service -Funeral home was much more profitable than tree business, and Harold made much more than Ray -Ray sued Harold for equal compensation, and asked trial court to order Harold to compensate him; trial court denied, and Ray appealed -appellate court affirmed; since they specified the degree to which they would be compensated in their partnership agreement, Ray could not challenge his lesser amount of compensation as a result of his lesser contribution to the funeral home

Kasey Land and Livestock v. Flahive Oil and Gas LLC

-Issue: Piercing the corporate veil -Flahive had contract with Kasey to use land for mineral rights; later, Kasey sued Flahive for environmental contamination to property -Because LLC had no assets at time of litigation, Kasey asked court to disregard LLC entity and hold Flahive personally liable. -Court remanded case to determine whether LLC entity should be disregarded in this case, as LLCs can be disregarded when funds are co-mingled (not in this case) or when corporation/LLC is undercapitalized (which Flahive was)

Pierson v. Jones

-Issue: Piercing the corporate veil -Jones had sole proprietorship, which became a corporation; Jones and his wife were the only directors at the beginning, even though bylaws required three directors (failure to observe formalities); had meeting to borrow $90,000 from Pierson, an employee -when business began experiencing financial losses, Pierson's attorney threatened suit against Jones and corporation if did not get security interest for debt to Pierson; Jones assigned corporate accounts receivable to Pierson for $34,000 -corporation filed for bankruptcy when still owing Pierson money; Pierson sued; trial court ruled that they could not pierce the corporate veil because the corporation was not undercapitalized; Pierson appealed -appellate court affirmed; ruled that undercapitalization can only be a factor to pierce the corporate veil at the inception of the corporation, not during the rest of its life, and can be undercapitalized at any point afterward

ORX Resources, Inc. v. MBW Explorations, LLC

-Issue: Piercing the corporate veil (alter-ego theory) -ORX partnered with entities including MBW to share in the potential profits of developing Clovelly Project; entered into Joint Operating Agreement (JOA) and Participation agreement with MBW, signed by Mr. Washauer on behalf of MBW; however, MBW was not officially recognized as an LLC until after the signings -ORX was to be operating partner; JOA established that partners would be responsible for portion of operating expense equal to partnership interest; ORX submitted Authorization for Expenditure to MBW for approval, and Washauer signed in his name, paying for the fee with a check from another entity, MBW Properties, LLC -when venture failed, MBW had share of unpaid expenses; ORX demanded payment, but received none; ORX sued Washauer and MBW for breach of contract -court approved summary judgement in favor of ORX; Washauer and MBW appealed -appellate court affirmed; agreed that Washauer operated MBW as his alter ego, so ORX could pierce the corporate veil and recover from both Washauer and ORX; Washauer had not only commingled his funds with MBW's but had also contracted with ORX as MBW when MBW had not yet been recognized as an LLC

Brennan's Inc. v. Colbert

-Issue: Piercing the corporate veil (closed companies) -three brothers who ran restaurant together; did not hold formal corporate meetings but maintained corporate books, held corporate bank accounts, and filed corporate tax returns -hired law firm Kenyon & Kenyon to represent in dispute with a family member; later sued Kenyon for legal malpractice; Kenyon answered by demanding unpaid legal fees from both Brennan's Inc and from the brothers personally -trial court found that brothers could not be held personally liable; Kenyon appealed -appellate court affirmed; Brennans did not act to defraud Kenyon, and because Brennan's, Inc. maintained its own corporate records and accounts, it did not commingle personal and corporate assets and did not warrant a piercing of the corporate veil; furthermore, Kenyon knew it was dealing with Brennan's the corporation and there was no agreement to bind the Brennans personally to the debt incurred to Kenyon

MBank of El Paso v. Sanchez

-Issue: Public policy (breach of the peace) -Sanchez fell behind on payments, so car would be repossessed as collateral -MBank contracted El Paso Recovery Service to repo car; however, Sanchez would not comply and locked herself in the car when they tried to repo it; then they towed her along to the repo lot where she was stuck inside with a loose guard dog -Sanchez sued bank, alleging breach of the peace; trial court held that the bank was not liable because El Paso was an independent contractor; Sanchez appealed and got the ruling reversed; MBank appealed -State supreme court affirmed appellate court's decision; ruled that per public policy, repossession of collateral has to be done without breaching the peace, and this was a nondelegable duty they could not put on independent contractors

African Bio-Botanica v. Leiner

-Issue: Responsibilities of Agents -Leiner was sole shareholder, director, and president of Ecco Bella; African Bio-Botanica sold either Leiner or Ecco Bella merchandise -African B-B's records showed Leiner as customer, then Ecco Bella, without any indication of it being a corporation; Leiner's checks used to pay for merchandise were also signed Ecco Bella but did not indicate corporation status either -when Leiner did not pay for packages, African sued her directly for damages; Leiner argued only corporation was liable -district court ruled in favor of African; Leiner appealed -Appellate court affirmed; ruled that since Leiner was acting as an agent, she had the burden of disclosing her agency status and the corporation as the principal in order to avoid liability to African

Auer v. Paliath

-Issue: Scope of employment as it pertains to respondeat superior -Paliath, real estate salesperson for real estate broker Home Town Realty, committed fraud when conducting sales to Auer -Auer sued Paliath and Home Town; trial court found Home Town vicariously liable and they appealed -appellate court affirmed lower court's decision; because Home Town collected a commission check and was listed as the broker on Auer's purchase contract, it proved that as the broker it was the salesperson's supervisor and that Paliath was acting within her scope of employment

Meritor Savings Bank v. Vinson

-Issue: Sexual Harassment (quid pro quo), Hostile Work Environment - Vinson, who worked for Meritor Bank, was fired after taking indefinite sick leave; sued for sexual harassment contributing to a hostile work environment against bank vice president -alleged that during probationary period, VP Taylor suggested they have sexual relations, and she consented out of fear of losing her job; began string of intercourse between them and other sexual acts, including rape -district court ruled in favor of Meritor; Vinson appealed -U.S. Supreme Court ruled in favor of Vinson; victims in sexual harassment cases do not need to prove that conduct was involuntary, only that it was unwelcome

Hall v. Gus Construction

-Issue: Sexual Harassment, Constructive Discharge, and Primary Liability -Three women hired by construction site were sexually harassed; foreman at sight observed but did not take any action -The women quit and sued for sexual harassment; trial court found for them and Gus appealed -appellate court ruled that other workers' actions did create a hostile working environment that resulted in constructive discharge, and that Gus Construction was directly liable because a management official could have taken action to prevent the tort action; affirmed in favor of the women

Quality Car & Truck Leasing, Inc. v Sark

-Issue: Sole proprietorship, fraudulent conveyance -Sark was sole proprietor of a logging business and borrowed funds from Quality Car to fund for equipment -Sark was unable to pay back Quality; however, he and his wife sold their house to their son for $1 but continued to live in it -Quality sued Sark, and filed claim to set transfer of house to son as fraudulent conveyance; got summary judgement and Sark appealed, saying they did not intend to defraud and that they were not Quality's debtors -appellate court affirmed; do not need to show intent to defraud, just the fact that the transfer of property was for an unreasonably unequivalent amount and that the Sarks were engaged in business while their assets were unreasonably small; also since they did not challenge the validity of the judgement against them pertaining to their debt, the Sarks were judgement debtors

Maglica v. Maglica

-Issue: Validity of Marriage and Compensation -Tony and Claire Maglica ran Maglite together but had dispute over ownership in company; Tony claimed Claire had no ownership while she asserted she owned half as stated in their marriage agreement -No formal marriage contract, but Tony had her sign a separate property agreement that she was mislead to believe was only one paragraph, but was actually two pages -Court ruled that while there was never a formal marriage contract deeming the equal split of assets, the separate property agreement was unenforceable (and unconscionable), so Claire was entitled to a share of money for compensation of services (quasi-contracts) -however, parties settled because the compensation amount was deemed too high considering that Claire WAS already being compensated for her contribution in the form of a salary

Retaliation

-claim that employee has suffered harm as a result of making a charge, testifying, or participating in a Title VII investigation -just need to show that action would have dissuaded reasonable employee from taking making or supporting a charge of discrimination

Securities Act of 1944

-deals with subsequent regulation and registration of securities exchanges -Rule 10b-5 designed to prevent fraud; insider trading -have to prove scienter

Constructive discharge

-employer causes working conditions to be so intolerable that reasonable person in employee's position would be compelled to quit -must show proof that employer knew/had reason to know about intolerable conditions but did not correct within a reasonable time period

Agency

1. By agreement (express or implied) 2. By ratification 3. By estoppel 4. By operation of law

For-Profit Corporations

1. Close- corporation whose shares are held by family members or by relatively few persons 2. Publicly held/traded- corporation whose shares are publicly traded in a securities market

Corporation

1. Created after authorized by the state under the state's corporation laws 2. Always a legal entity separate and distinct from its owners - a legal fiction for the purposes of owning property and being a party to litigation 3. Limited liability of shareholders- shareholders are not liable for the debts of the corporation 4. Can have perpetual existence 5. Shares of stock can be transferred 6. Shareholders elect directors, who set policy and appoint officers 7. Double taxation- corporation pays income tax on net profits, with no deduction for dividends, and shareholders pay income tax on disbursed dividends they receive 8. Organizational fees, annual license fees, and annual reports all required 9. Normally must qualify to do business and obtain certificate of authority in order to do business transactions in other states

Sole Proprietorship

1. Created at will by owner 2. Not a separate entity; owner is business 3. Unlimited liability 4. Duration determined by owner; automatically dissolved on owner's death 5. Interest can be transferred, but individual's proprietorship then ends 6. Management completely at owner's discretion 7. Owner pays personal taxes on business income 8. No or minimal organizational fees, annual license fees, or annual reports 9. Generally no limitation on transaction of business in other states

Partnership

1. Created by agreement of the parties 2. General partnership is a separate legal entity in most states 3. Unlimited liability 4. Terminated by agreement of partners, but can continue to do business even when a partner dissociates from the partnership 5. Although partnership interest can be assigned, assignee does not have full rights of a partner 6. Each partner has a direct and equal voice in management unless expressly agreed in partnership agreement 7. Each partner pays proportional share of income taxes on net profits, regardless of whether or not they are distributed 8. No or minimal organizational fees, annual license fees, or annual reports 9. Generally no limitation on transaction of business in other states

Termination of Agency: By Operation of Law

1. Death or insanity 2. Impossibility- destruction of the specific subject matter 3. Changed circumstances 4. Bankruptcy 5. War between principal's country and agent's country

Agency and Liability

1. Disclosed principal - agent not liable 2. Partially disclosed principal - agent liable 3. Undisclosed principal - agent liable; agent entitled to indemnification

Reason to pierce the veil

1. Failure to observe formalities 2. Fraud

Not-For-Profit Corporations

1. Governmental- corporation formed to meet some political or government purpose (also known as public corporation) 2. Charitable- corporation formed to meet some charitable purpose 3. Educational- corporation formed to meet some educational purpose 4. Religious- corporation formed to meet some religious purpose

Prima Facie case of illegal Discrimination

1. Have to show that is member of protected class 2. Applied and was qualified for job in question 3. Was rejected by employer 4. Employer continued to seek applicants for position or filled position with a person not in a protected class

Criteria for Employee v. Independent Contractor

1. How much control does the employer exercise over the details of the work? 2. Is the worker engaged in an occupation or business distinct from that of the employer? 3. Is the work usually done under the employer's direction or by a specialist without supervision? 4. Does the employer supply tools at the place of work? 5. For how long is the person employed? 6. What is the method of payment - by time period or at the completion of the job? 7. What degree of skill is required of the worker?

Termination of Agency: By Act of Parties

1. Lapse of time 2. Purpose achieved 3. Occurrence of specific event 4. Mutual agreement 5. At the option of one party (revocation by principal or renunciation by agent)

Sexual harassment

1. Quid pro quo- "one thing for another;" sexual favors are demanded in return for job benefits 2. Hostile environment- pattern of sexually offensive conduct runs throughout workplace and employer has not taken steps to prevent or discourage it 3. Harassment by Supervisors- employer can only be liable if supervisor took tangible employment action against employee, AKA fire, refuse a promotion, or reassigned to a position with significantly different responsibilities; also constructive discharge 4. Ellerth/Faragher affirmative defense: 1) employee must have taken reasonable care to prevent and promptly correct any sexually offensive behavior, and 2) employee must have unreasonably failed to take advantage of preventative or corrective opportunities offered by employer to avoid harm

Elements of Partnership

1. Sharing of profits 2. Joint ownership of business 3. Equal right to be involved in management of business

Express, implied, and apparent authority

1. express- explicitly stated 2. implied- to do what is reasonably necessary to carry out express authority 3. apparent authority- what principal causes third party to believe; pattern of conduct

Partnership

An association of two or more persons to carry on as co-owners of business for profit -often unknowingly created; courts will look for indicia -losses (unless otherwise specified) will follow profits, but profits cannot follow losses

Bad Frog Brewery, Inc. v. New York State Liquor Authority

Bad Frog Brewery makes alcoholic beverages with an image of a frog giving a gesture known as "giving the finger." BFB applied for brand label approval to te NY State Liquor Authority but were denied on the grounds that the label could be visible to children. BFB filed suit in district court against NYSLA for an injunction against the denial of the application. Court granted summary judgment in favor of NYSLA. BFB appealed. Ruling: The banning of alcoholic beverages with images such as the one on BFB's products cannot be expected to reduce the exposure of minor's to it by any significant degree. "Not merely the removal of a few grains of offensive sand from a beach of vulgarity." The places where alcoholic beverages are sold should be in places where children are not allowed without adult supervision. Because of all this, reversed and remanded in favor of BFB. The NYSLA's ban on the use of the labels lacked a "reasonable fit" with the state's interest in shielding minors from vulgarity. Key Terms: reasonable fit, injunction, summary of judgment, remanded and reversed.

Stephens v. Pillen

Facts:

Knowles v. Mogdlin

Facts: Albert Knowles was a truck driver who passed away from natural causes whilst driving in California. Hems Brothers Mortuaries took the body to prepare it and sent the body for an autopsy at Damon Laboratories. Hems then shipped the body to an Alabama funeral home where he billed the funeral home and Albert Knowles's wife. A few weeks later, the autopsy report was sent to Mrs. Knowles, but it described a body unlike her husband's. The body was exhumed and identified. Mrs. Knowles noted that the body was heavily discolored and looked like "a monster." Mrs. Knowles sued both Damon and Hems for wrongful mishandling of her husband's body. Damn and Hems both motioned for dismissal of the claims on the grounds that the Alabama district court did not have in personam jurisdiction. Court granted Damon's motion but denied Hems's motion. Mrs. Knowles and Hems both appealed. Ruling: The 14th Amendment's Due Process clause extends to Hems because he had sufficient contacts with Alabama by entering the stream of commerce in billing Mrs. Knowles. Damon did not have sufficient contact because all they did was send the autopsy report. Long arm statute of Alabama extended to Hems but not to Damon. Dismissal of Damon for lack of jurisdiction and finding jurisdiction for Hems, affirmed. Key terms: Wrongful mishandling, in personam jurisdiction, 14th Amendment's Due Process clause, sufficient contact, stream of commerce, and long arm statute.

Stahlecker v. Ford Motor Co.

Facts: Amy Stahlecker was driving her Ford truck in a remote area of Nebraska when her tires failed causing her to be left stranded. Robert Cook found Amy and proceeded to abduct, sexually assault and murder her. Amy's parents filed suit against Cook, Ford, and Firestone. The suits against Ford and Firestone alleged negligence on their part because they had prior knowledge of the potential defectiveness of the tires but continued using them, failed to warn consumers about the dangers, and continued to advertise the tires as suitable for use. Ford won because Cook's actions were seen as an intervening/superseding cause that dismissed Ford's liability. Stahlecker and her estate appealed to the Supreme Court of Nebraska. Ruling: Plaintiff must establish defendant's duty to protect, failure to discharge that duty, and proximate damages. An efficient intervening cause is a new, independent force intervening between the defendant's negligent act and the plaintiff's injury. The court found no authority recognizing duty on the part of the manufacturer of a product to protect a consumer from criminal activity at the scene of a product failure where the injury was not cause by the product failure itself. In addition, the rape was not a foreseeable event because crimes like that could happen anywhere so there is no reasonable way to assume that Ford could have had knowledge of this type of injury occurring. Affirmed. Key Terms: Foreseeability, Failure to warn, Negligence, superseding cause.

Basis Technology Corp. v. Amazon.com, Inc.

Facts: Basis and Amazon entered into stock purchase agreements. Basis then sued on issues with these securities and for failing to pay for services rendered by Basis. During the trial, the two parties appeared to reach an agreement for a settlement outside of court. Amazon later reneged thus forcing Basis to motion to enforce the proposed settlement. Trial judge ruled against Amazon, Amazon appealed. Ruling: Amazon confirmed that they wanted to be bound by the terms of the settlement by replying with "correct" when given the terms of the agreement. The agreement ended the trial. The e-mail was a complete and unambiguous statement of the parties' intent to enter into the settlement. The parties were moving to memorialize the terms of the agreement and not create or change them. Affirmed. Key Terms: Acceptance of a contract, Internet and contracts, memorialize v. create.

Beckman v. Vassall-Dillworth

Facts: Beckman made a contract with Vassall-Dillworth to purchase a Lincoln Continental for a specific price. A few weeks later, Beckman called the dealership to inquire about the vehicle. Dealer claimed they lost the contract and had no record of it but offered to order the car at a higher price. Beckman filed suit for specific performance, but was denied. Beckman appealed to the superior court. Ruling: Originally, Beckman was denied because he was unable to prove he head no adequate remedy at law. Court has held that specific performance is an adequate remedy when the subject matter of an agreement is an asset that is unique or on that cannot be equivalently purchased on the open market. However, Appellant was offered to purchase the car at a higher price or he could have gone to another dealership to purchase the same vehicle. Due to there being lack of uniqueness of the product and because an adequate remedy of law was available, the decision was affirmed. Key Terms: Specific Performance, Adequate remedy of law, unique product.

Mathias v. Accor Economy Lodging, Inc.

Facts: Berl and Dethire Mathias were bitten by bed bugs when they stayed at a Motel 6 in Chicago. Plaintiff's filed suit on the grounds that the defendant's personnel refused to act in response of complaints of several guests and knowingly disregarded clear evidence of bedbug infestation. Plaintiff sought punitive and compensatory damages on the ground that the defendant's had engaged in "willful and wanton conduct". Plaitiff's won. Accor appealed on grounds that they had not engaged in willful and wanton conduct and therefore should not be subject to punitive damages. Ruling: The actions of the district manager fell under Respondeat Superior because they were acting under the scope of their employment so compensatory damages are without question. The district manager was warned several times by exterminators to fumigate the rooms. The Motel's failure to warn guests or take effective measures to eliminate bedbugs could constitute fraud or battery. As for the punitive damages, there are no rigid guidelines that outline the limits punitive damages can reach. Moreover, if the Plaintiff's punitive damages were capped at a specific amount, it would not be favorable for them and since the Defendant's financial status is so high, it would not be terrible burden for them to pay the amount originally listed. Affirmed. Key Terms: Respondeat Superior, Negligence, Punitive and compensatory damages,"Willful and wanton conduct".

Bissell v. Oreck

Facts: Bissell and Oreck sued each other but reached a settlement outside of court. Each party claims this settlement was breached by the other party. Bissell agreed to purchase a bunch of vacuum parts from Oreck at an estimated price. Bissell then said that since the price was estimated, they could alter the price to which Oreck said they could not because Bissell provided the estimated figure and won their case. Bissell appealed. Ruling: A unilateral mistake will be enforced unless the party who made the mistake made a mistake of fact and not a mistake of judgement. This case presents a mistake of judgment and therefore the contract cannot be reformed by Bissell. Bissell must pay the mistaken estimate. Injunction granted. Key Terms: injunction, unilateral mistake, mistake of judgment, and mistake of fact.

United States v. Cattle King Packing Co., inc.

Facts: CEO Stanko set forth company policies that he instructed Manager Gary Waderich to follow in order to avoid the Federal Meat Inspection Act. Stanko maintained the policies by doing routine checkups and calling to make sure everything was in order. Meat was gross man. US Attorney General prosecuted Weidrich, Stanko, and Cattle King for violation of FMIA and they were all convicted. They all appealed. Ruling: This process clearly involved Weidrich so he is assed out. Stanko tried to make the defense that he was not their at the time the crimes were being committed but it did not work. Stanko set in place the acts and made sure they were being committed. Lastly, Cattle King can be found guilty so long as one of the agents committed the crime and 1) Agent was acting within the scope of his/her employment 2) Agent was authorized to do the act and 3) The agent was motivated to benefit the company. Affirmed. Key Terms: FMIA, scope of employment, authorized agent, and benefit to company.

Terrace Company v. Calhoun

Facts: Calhoun signed a document without her knowledge of it being a note of $2000 for the funeral service of her father and $2000 as a beneficial interest in her father's life insurance. Wesley assigned the confession note and his interest a signee to Terrace Company. Eight months later, Terrace Company confessed judgment on the note to Calhoun. Calhoun later learned about the note after she reached majority from a prospective employer. She sued to open judgment and disaffirm the note and insurance agreement. Ruling: The facts in the case illustrate that Calhoun was unaware of the note or her involvement in the insurance policy, but upon learning of the note, she filed suit two months later. This is considered a reasonable amount of time after her majority to disaffirm the note and therefore the court reverses in favor of Calhoun. Key Terms: Reasonable amount of time, disaffirm, majority, void.

Coma Corporation v. Kansas Department of Labor

Facts: Cesar Martinez Corrall was an undocumented worker for Coma Corporation under their business Burrito Express. The manager at Burrito Express informed Corrall that he would be paid $6/hr but was only paid $50 for 50 hours of work. Corrall was later fired and he filed a claim with the Kansas Department of Labor for unpaid wages. Kansas DOL awarded him a total of $7000. Coma filed a petition for judicial review of final order. The court said the employment contract was invalid because Corrall was an illegal worker so they sent back the original award to be reevaluated at minimum wage. Kansas Department of Labor appealed. Ruling: Precedent in Flores v. Amigon granted Fair Labor Standard Act protections to undocumented workers and determined that payment of unpaid wages for work actually performed furthers the federal immigration policy. If Coma was allowed to not pay Corrall his wages then it would allow other businesses to do the same and cause competition between American workforce and Illegal Alien workforce. To not pay the earned wages on the basis of a contract being illegal would be against the long standing public policy of Kansas. Reversed in favor of Kansas Department of Labor. Key Terms: Competition between illegal and American workers, protection of Americans, Precedent, and Public policy.

Currie v. Chevron

Facts: Currie sued Chevron on behalf of her deceased daughter (Antoine). Antoine and her lover Muhammad began arguing and walked towards a Chevron gas station. A bystander, Robinson, saw the two women arguing and noted that Muhammad was dragging Antoine and using force to keep her from going anywhere. Robinson noticed to use the gas pump, the customer had to go inside and request it be activated by the cashier. Robinson then alerted the cashier, Shuka, about the two women arguing and told her she should contact the police. Shuka did not call the police because she thought the two women would be leaving the property. Shuka then proceeded to activate the pump that Mohammed had tried to use even though Mohammed had no car at the station. Mohammed then sprayed Antoine with gasoline and asked Robinson for a lighter but Robinson did not have one. Mohammed then dragged Antoine back to her car and proceeded to light her on fire. Antoine later died. Currie alleged that Shukla negligently authorized the gas pump used. Currie won but part of the winning were taken since it was found that Antoine was 25% at fault for her own death. Chevron moved for judgment as a matter of law (new trial) but was denied. Chevron appealed to the Court of Appeals. Ruling: Shukla committed her negligent act by activating the gas pump for Mohammed. Second, just because there was never any criminal activity at this Chevron station, does not eliminate the foreseeability aspect of the case. Given all the information facts of the case, it is reasonable to assume that Shukla should have had inclination that there was the possibility of inflicting harm upon Antoine by activating the gas pump for Mohammed. Affirmed. Key Terms: Negligence, Respondeat Superior, Foreseeability, Duty, Breach of duty.

Chelsea Chaney v. Fayette County Public School District

Facts: Curtis Cearley used Chaney's picture in his presentation for an Internet safety seminar where Chaney was depicted in a bikini alongside rapper Snoop Dogg. The picture was found on Chaney's Facebook page because she had it set to semi-private settings. It should be noted Chaney was 17. Chaney was embarrassed and argued that she did not consent to the use of her picture and that picture suggested she was a promiscuous girl. Chaney sued Cearley and the District for violation of her fourth amendment right to search and seizure. District filed a motion to dismiss. Ruling: Chaney argues that she had a reasonable expectation of privacy when posting her picture on her Facebook page. Chaney cannot show her expectation is legitimate since she had her privacy settings on semi-private thus allowing friends of friends to view her page. Chaney voluntarily shared her picture with Facebook, her friends, and a plethora of other people she probably did not know. Court grants motion to dismiss to Defendant. Key Terms: Motion to dismiss, expectation of privacy, Fourth Amendment Search and Seizure.

Personhood in the fast lane (People v. Frieman)

Facts: Jonathan Frieman appeared to drive around alone in the carpool lane but upon further inspection, it was revealed that he carried corporation papers in his car and a corporation is an artificial person under the law's definition. Needless to say, Frieman was given a ticket and he went to court where he was denied a verdict in his favor. He appealed. Ruling: Affirmed Key terms: Corporation as an artificial person.

Lambert v. Barron

Facts: Donald Lambert and Don Barron were friends from back when they both served on a board for contractors. Barron began to go into economic instability with his construction business so Lambert reached out to help his friend. Lambert then discussed an oral contract that would have Lambert provide consulting services for one year and in return, Barron would pay Lambert $3,100/month. In 2000, Lambert billed Barron, but Barron wrote back stating that he never received any other consulting services other than when they first met. Lambert filed suit but his case was dismissed. Lambert appealed. Ruling: When, because of special circumstances, the offeree's silence leads the offeror reasonably to believe that a contract has been formed, the offer is deemed accepted. However, Lambert and Barron had a long standing friendship beforehand. Barron faxed over the documentation from one of his troubling projects to Lambert to review before a payment contract was ever established. Barron never used the principal subject matter of Lambert's expertise during the year following the alleged oral contract. Based on all the evidence, there is no reason to believe Barron ever truly accepted the oral contract and the agreement was more of a "friend helping a friend" therefore a contract was never formed. Affirmed for Barron. Key Terms: Oral agreement, Friend to Friend, Silence as acceptance.

Double AA Builders, Ltd. v. Grand State Construction LLC.

Facts: Double AA solicited bids in the hopes of obtaining a contract to build a Home Depot in Mesa, Arizona. One of the bids came from Grand State to install an exterior insulation finish system for $115,000. The bid also said the offer was good for 30 days. Double AA won the bid and contacted Grand State to install the EIFS within the 30 day period, but Grand State refused. Double AA sought a new bid that amounted to 131,000. Double AA asked Grand to pay the difference but they refused. Double AA brought suit against Grand on the grounds of promissory estoppel. Ruling: Promissory estoppel may be used to require that subcontractor perform according to the terms of the bid to the contractor because the contractor has relied to his/her detriment on that bid to create their own bid. Double AA relied on the bid to their detriment and Grand is required to pay the difference because of their nonperformance. Key Terms: Promissory Estoppel

Drennan v. Star Paving Company

Facts: Drennan sought to make a bid to construct a school. In doing so, Drennan received a bid from Star Paving to do the paving for about $7000. Drennan then submitted his total bid to the school and won. When Drennan went to contact Star Paving about the bid, they said they amde an error and the bid was supposed to be a lot higher. Drennan sought out a new paving company that cost him about $10,000. Drennan filed suit against Star Paving Company to recover the difference of about $3000. Plaintiff won and Star appealed. Ruling: Promissory Estoppel applies in this case because Drennan relied, to his detriment, on the bid of Star Paving. Drennan used the bid of Star Paving to then calculate his own bid thus leading to his detriment. Decision in favor of Drennan affirmed. Key Terms: Promissory Estoppel, Rely to detriment.

Straub v. B.M.T.

Facts: Edward Straub and Francine Todd began dating. Later in their relationship, Todd found out that artificial insemination would not work for her so she asked Straub to impregnate her. Straub was reluctant at first, but Todd threatened to break up with him so Straub agreed provided they form a "hold harmless" agreement. Todd drew up the contract and both parties signed it. Straub and Todd began having unprotected sex and eventually Todd was impregnated by Straub. Todd and Straub continued their relationship during and after the pregnancy and Struab even maintained his relationship with Todd after he remarried with someone else. Straub however never formed a relationship with their baby B.M.T. so Straub filed action to establish paternity. The court found that Straub to be the biological father and was liable to support her. Straub appealed. Ruling: Indiana legislature has long standing public policy to protect the interests of children with respect to the care provided to them by their parents. It is well settled that cannot, by his own contract, relieve himself of the legal obligation to support his children. A parent has no right to contract away a child's support benefits. It is in the court's interest to insure illegitimate children are adequately supported to avoid tax burdens on all Americans. The agreement established by the "hold harmless" agreement is void because it violates public policy. Affirmed for B.M.T. Key Terms: Void, Hold Harmless agreement, policy, Court's interest for all people.

Federal Express Corp. v. Federal Espresso Inc.

Facts: Federal Espresso Inc. opened a new store in Syracuse under their new name. Plaintiff Federal Express Corporation commenced action on claims of copyright infringement and dilution. Plaintiff moved for a preliminary injunction but was denied by the district court. Plaintiff appealed. Ruling: To receive a preliminary injunction, a party must show an irreparable injury or likelihood of confusion. The chances of someone confusing Federal Express with Federal Espresso is slim. Dilution is blurring but products are dissimilar. Trial court decision affirmed. Important words: Dilution, copyright infringement, preliminary injunction, blurring, irreparable injury, likelihood of confusion.

Yale Diagnostic Radiology v. Estate of Harun Fountain

Facts: Fountain received medical services from Yale, but Fountain was a minor so Fountain's Estate is arguing that they cannot be held liable for the costs of the medical services. Fountain was hot in the back of the head by a playmate and lost his vision in his right eye. The Plaintiff provided extensive life saving treatment and billed the Estate for the services. The parents of the child were unable to pay the amount of the bill and filed for bankruptcy; however their son had won a substantial amount of money from suing the family of the playmate who shot him. Yale sought to recover money for their services from the minor but were denied because the court found that a minor could not be held liable for expenses that their parents could not afford. Ruling: A minor may void a contract if they so choose, but there exists an exception to this rule in the form of the doctrine of necessaries. These contracts cannot be disaffirmed by a minor and therefore the Estate of Harun Fountain is liable to pay the amount in question. Key Terms: Doctrine of Necessaries, Minors and contracts, Disaffirm, liability of parents.

John Deere Company v. Haralson

Facts: Haralson owned a company that did business with John Deere until the company went out of business. Haralson's company still had a debt they owed to John Deere even after they went out of business. John Deere had a contract with Haralson that stated he was personally liable for the debts of his company to John Deere, but his name was not on the document and instead was only illegibly signed on. Haralson was only referred to as the guarantor and nothing else. Haralson argued that the contract was unenforceable under the statute of frauds and he claimed he had no recollection of signing the contract. John Deere used an affidavit to bring an employee to testify that he had witnessed Haralson sign the contract. Both parties filed for summary judgment which was denied for Haralson and partially approved for Deere. Haralson appealed and got the summary judgment in favor of John Deere reversed. John Deere appealed. Ruling: A guaranty must identify the debt, the principal debtor, the promisor and the promisee. There is no requirement that the writing be in any type of form so a handwritten document is suitable therefore although Haralson's name does not appear clearly on the guaranty, he is still liable because he signed it. The signature alone satisfies the element of guarantor identification. Reversed. Key Terms: Guarantor, Signature, Statute of Frauds, promisor and promisee and principal debtor.

Hasbro, Inc. v. Internet Entertainment Group, Ltd.

Facts: Hasbro owned and trademarked the popular board game Candy Land. internet Entertainment Group setup a website domain, candyland.com, that showed explicit sexual content. When people typed candyland into their search bar, the website showed up. Hasbro filed suit against Internet Entertainment Group on grounds of trademark dilution and sought a permanent injunction to prevent Defendant from using Candy Land trademark. Ruling: Hasbro has shown that the Defendant's use of Candy Land has diluted the value of Hasbro's Candy Land by using the trademark to identify a sexually explicit site. The use of the trademark is causing irreparable injury to Hasbro. Probable harms to Hasbro outweigh inconvenience to Defendant. Court granted Hasbro a permanent injunction agreeing that the Defendant's use of Candy Land was causing irreparable injuries to Hasbro. Key Terms: Irreparable injuries, Permanent injunction, trademark, and dilution.

Henches v. Taylor

Facts: Henches, massage therapist, treated Taylor after he was injured in a car accident. Henches then billed Taylor an exorbitant amount of money for the services. Henches continued to send bills and they kept going up in price because he was seeking legal help in case the situation went to court. Taylor's lawyer wrote back to Henches stating that the costs were extreme but enclosed a check for $5000 stating that this was the check to settle the claim between Taylor and Henches. The check also said final payment. Henches deposited the check into his bank account and filed suit for the remainder of the money. The court gave summary of judgement in favor of Taylor because Henches actions constituted accord and satisfaction. Henches appealed. Ruling: Accord and satisfaction occurs when a debtor and creditor agree to settle some claim by some performance other than the one specified. The creditor then accepts the performance as full satisfaction of the original claim. The amount in the claim was unliquidated so the check in the letter demonstrates a good faith dispute over the amount owed. Taylor tendered a check addressed as final payment and Henches accepted the check. Affirm and dismiss Henches's suit. Key Terms: Accord and satisfation, final payment, unliquidated amount.

Holt v. Home Depot

Facts: Holt worked for Home Depot for a number of years and moved to a new location. Home Depot had an open door policy where employees could come in and complain about their managers with no repercussions. One of Holt's managers got word of these complaints and proceeded to fire Holt. Holt sued Home Depot claiming Promissory Estoppel. Holt won and Home Depot moved for Judgment as a matter of law (new trial). Ruling: The jury could reasonably find that Home Depot's promise not to retaliate against employee's using the open-door procedure was extremely clear so much so that one could reasonably believe that it was not covered in the general disclaimers in the handbook and application. Holt relied on the promise to his detriment. Court rules in favor of Holt and denies Home Depot's motions. Key Terms: Promissory estoppel, wrongful discharge.

Jackson v. Investment Corp. of Palm Beach

Facts: Jackson read an advertisement in the newspaper that stated a pick 6 for a dog track was offering an $825,000 prize for anyone who could pick the six winners. Jackson went and selected all six winners thus winning the jackpot. Investment Corporation of Palm Beach told Jackson that there was an error in the advertisement and they meant for it to read $25,000. The error was caused by the newspaper. Jackson brought suit against Investment Corporation for the remaining $800,000. At trial, the judge instructed the jury to side with Investment unless the Plaintiff could show that the Defendant intended to put 825,000 in the advertisement. Jury returned with a verdict in favor of Investment. Jackson appealed stating that the judge had acted erroneously in his instructions. Ruling: The advertisement is a mere offer that can be altered or revoked until it is accepted by another party thus forming a unilateral contract. The court rejected Investment's argument that the advertisement was an "invitation to bargain". Since Jackson went to the races and bought the winning ticket he completed the contract for the $825,000. Reversed and remanded in favor of Jackson. Key Terms: Unilateral contract, offer v. invitation to bargain, and acceptance of contract.

Ex Parte Emmette Barren

Facts: Jason Jones enrolled at Auburn University and decided to join the fraternity Kappa Alpha. Jones then went under hazing and began to perform poor academically until he was suspended from school for it. Jones filed suit against Kappa Alpha fraternity for assault, battery, and negligence. For the negligence portion, trial court offered summary judgment for Kappa Alpha but Jones appealed and won because the court ruled peer pressure prevented him from dropping out of the frat. Kappa Alpha appealed. Ruling: Jones accepted assumption of the risk because he appreciated the risk of hazing by ongoing the treatment when he could have withdrawn and by covering up the hazing incidents. Jones voluntarily chose to continue participation in hazing activities and denied offers of help from school officials and his parents. As a responsible adult, Jones cannot argue that peer pressure prevented him from leaving the fraternity especially when 20-40% if pledges dropout. The court concluded that a reasonable person could not come to any other conclusion other than that Jones voluntarily subjected himself to the hazing. Reversed and Remanded. Key Terms: Voluntary consent, Negligence, Responsible adult, Reasonable person, Reversed and remanded.

Laemmar v. J. Walter Thompson Comp.

Facts: Laemmar was an employee of Walter Thompson where he bought 1000 shares of stock in the company. In his employment contract, it was stated that Walter had the right to purchase back any stock if Laemmar was terminated for any reason. A few years later, officers of Walter instructed Laemmar to sell back his stock to either the company or certain officers within the company. When Laemmar refused, the officers threatened him with discharge from his employment. Laemmar reluctantly sold back his stock. Laemmar then asked for his stock back buy the company said no so he filed suit. Ruling: The Illinois case law amply includes the proposition that pressure generated by noncriminal acts and threatened acts of a party may constitute duress where their undoubted effect was to undermine the ability of another to refuse to execute an agreement. Applying the Kaplan test to the facts pleaded, the plaintiff's allegations of duress by means of threatened discharge from employment are legally sufficient to constitute duress. The order of the district court granting defendant's motion for judgment of the pleadings is reversed, the judgement entered thereon is vacated and the cause is remanded. Key Terms: Duress, Kaplan Test, and motion for judgment of the pleadings.

Lefkowitz v. Great Minneapolis Surplus Store

Facts: Lefkowitz read an advertisement where the store was offering a sale on a first come first served basis. Lefkowitz went to the store twice and both times was the first one there. Both times, the store refused to sell merchandise to Lefkowitz because they claimed the sale was intended for women only even though that was never specified in the advertisement. Lefkowitz sued for breach of contract and the court awarded him damages. Ruling: The advertisement the store placed in the newspaper was a unilateral contract offer and since Lefkowitz was the first person there ready to accept the offer, he had fulfilled his duty and made the offer into a contract. The Defendant has the right to modify the contract when he/she offers it but not when it is accepted so the house rule of only being a woman cannot apply. Affirmed. Key Terms: Unilateral contract, Duty, offer vs acceptance.

Cindy Lourcey v. Estate of Charles Scarlett

Facts: Lourcey was working as a postal carrier for the United States Postal Service when she happened to come across Charles and his wife Scarlett in the middle of the street. Charles told Lourcey that his wife was having a seizure so Lourcey reached out to her cellphone to call 911. A she was doing this, Charles oulled out a pistol and shot his wife then proceeded to turn the gun on himself and commit suicide. Lourcey suffered emotional injury such as PTSD, mental injury, medical expenses and was unable to return to work. Lourcey filed suit against Charles's estate for intentional infliction of emotional distress. The estate motioned to dismiss the charges because the conduct was not outrageous which the court granted. Court of Appeals remanded the decision and sent it back to be tried under intentional emotional distress. Estate appealed. Ruling: To state a claim for intentional infliction of emotional distress: 1) Defendant's conduct was intentional or reckless, 2) defendant's conduct was so outrageous that it cannot be tolerated by civilized society, 3) The defendant's conduct resulted in severe mental injury to the plaintiff. With this in mind, the court ruled that there exists a case for intentional infliction of emotional distress. Charles's conduct was intentional and caused great mental injury to Lourcey. Additionally, the conduct was outrageous, extreme, and intolerable to civilized society. Lourcey was in close proximity to the actions. Affirmed. Key terms: Proximity, Intentional infliction of emotional distress and elements, Remand, and intent.

Lucy v. Zehmer

Facts: Lucy filed suit to have Zehmer sell his farm to him and for the specific performance of the contract they had signed. Lucy and Zehmer had dinner and talked about selling the farm over drinks. Lucy continuously asked about the farm and Zehmer's willingness to sell it. Lucy and Zehmer drew up a contract where Zehmer would sell his farm to Lucy for $50,000 which they both signed. Zehmer refused to sell on the basis of him being drunk and the offer being in jest thus unenforceable. Court ruled in favor of Zehmer and Lucy appealed. Ruling: There is so much evidence that alludes to the contract not being in jest. A discussion of over forty minutes, a redrawing of the contract because Zehmer wanted his wife to sign it, etc. It does not matter whether the acceptance was done in jest because his actions said otherwise so the contract is binding. Reversed and Zehmer was required to adhere to the specific performance of the contract. Key terms: Enforceability of a contract, binding, implied actions vs. expressed, and Specific Performance.

Family Winemakers of California v. Jenkins

Facts: Massachusetts enacted a law that allowed for "small" wineries to sell in any of their three-tier system of wholesalers, retailers, and direct shipping, but "large" wineries have to choose between either going through each stage starting at wholesaler or to choose one specific level to stay at. Ruling: Discrimination under the Commerce Clause means treatment of in-state and out-state economic interests benefits in-state and burdens out-state. The Massachusetts's law discriminates between small and large wineries. Specifically, small wineries only exist in Massachusetts and a vast majority of wineries in the US are large. The preference for their own in-state wineries is evident and the availability of selling to each level of distribution provides a significant economic advantage when compared to large out-of-state wineries. Affirmed. Key terms: Commerce clause, discrimination, federal regulation of interstate commerce.

Mayo v. North Carolina State University

Facts: Mayo worked as a tenured professor at NCSU. He turned in his resignation which the University accepted and he departed on September 1st. Later, NCSU found out that they had overpaid Mayo for two months and asked for the money back but Mayo refused. NCSU never had any sort of claims for prepayment in Mayo's contract but brought parol evidence to prove that such a thing existed. Because of the parol evidence, the court ruled in favor of NCSU but Mayo appealed saying that they did not have the right to use parol evidence and won. NCSU then appealed. Ruling: Parol evidence cannot be introduced if it contradicts a document that is meant to be the final integration of the employment agreement. All of the documents that Mayo signed as part of his employment agreement did not have evidence of the prepayment NCSU was stating and since these were interpreted as the final integration of the employment contract, parol evidence that contradicted it could not be introduced. Affirmed for Mayo. Key Terms: Parol evidence, Final integration, employment contract, unambiguous.

McCune v. Myrtle Beach Indoor Shooting Range, Inc.

Facts: McCune went to the range to engage in some paintball games. Before beginning the games, the range had McCune sign a release of liability form except if injury was caused by gross negligence of the range. McCune borrowed a protective mask from the Range but it was too big for her and she went to have it fixed or replaced several times. An employee of the Range attempted to properly fit mask for McCune. While playing, McCune's mask got stuck on a branch and came off because it was so loose. McCune was then shot by a paintball pellet in the eye thus leaving her legally blind. McCune sued for negligence, but the Range moved for a summary of judgment because the release of liability cleared them of any responsibility. The Summary was granted and McCune appealed. Ruling: McCune voluntarily assumed the risk, though not expressly, by an implied method, which arises when the plaintiff implicitly, rather than expressly, assumes known risks. This contract is Exculpatory and has history of being enforced in this state. the contract was voluntarily signed and specifically stated 1) She assumed the risks whether known or unknown 2) She released the range from liability even from injuries sustained from the Range's own negligence. All of McCune's actions were voluntarily and the risks she took were all assumed. Other jurisdiction have found similarly worded releases to be unambiguous. Affirmed in favor of Range. Key Terms: Release of liability, Assumption of risk implied and expressed, precedent from other jurisdictions, Exculpatory contract, and gross negligence, voluntary.

Meram v. MacDonald

Facts: Meram was invited to attend a presentation by Robert MacDonald on his new book. MacDonald then announced that someone at the event would be walking away with a million dollar as long as they put their business card in a basket and stayed till the end of the presentation. Meram did so and won the prize. When Meram went up to receive his million dollars, MacDonald informed him that he would give him $1 over the course of 1 million years and he proceeded to give him $100 for the first 100 years. MacDonald then went on to say that he just had to attend his presentation once a year to claim the rest of his money. Meram filed suit against MacDonald for breach of contract and Macdonald moved to dismiss the case for failure to state a claim. Ruling: To form an enforceable contract, its terms must be clear enough that the parties could understand what each was required to do. By the alleged terms of the offer, the pool of winners was determined by the business cards in the baskets. The winner's name would be pulled out of the basket so long as he or she stayed for the rest of the presentation. Lastly, MacDonald stated that "the winner would walk out of here with 1 million dollars." Altogether, the terms are specific enough to support the formation of a contract. Motion to dismiss the action for breach of contract denied in favor for Meram. Key Terms: Specific terms, Jokes not enough, Reasonable person, and Oral Contract

Millan v. Dean Witter Reynolds, Inc.

Facts: Millan opened a brokerage account with Reynolds, Inc. She opened one for herself and one for her son James. Her second son Miguel was the employee who helped her set up her accounts but he also opened a third account under his mother's name where he was able to siphon her money to and then spend it using a credit card he forged in her name by forging her signature. Miguel went on to forge check in his mother's name upwards of 35,000 and Dean did not adhere to their written policy to check the legitimacy of such high valued checks. Millan sued her son and Dean for unauthorized transactions, negligence, and gross negligence. The court found Dean 15% liable and Milan 85% because she should have realized the unauthorized checks earlier. Millan appealed but the court upheld the decision under direct liability. The court then considered the vicarious liability issue with regard to respondeat superior. Ruling: Miguel's illegal acts that included stealing checks, forging signatures, and creating bogus documents from Dean Witter did not fall under his general scope of employment. There is no evidence to suggest that Miguel acted within the scope of his employment and thus Dean cannot be held vicariously liable by respondeat superior. Affirmed in favor of Dean. Key Terms: Respondeat superior, Vicariously liable, negligence, gross negligence, and scope of employment.

Mitchell v. State Farm Automobile Insurance

Facts: Mitchell, aged 17, was involved in a car accident and signed a release with State Farm agreeing to settle her bodily injuries claim for $2,500. Later, Mitchell sought declaratory judgment stating that she lacked capacity at the time and therefore the contract was null and void. State Farm argued that Mitchell's marriage emancipated her from being a minor and thus removed her disability. Court ruled in favor of state farm, Mitchell appealed. Ruling: Marriage does emancipate a minor but it does not make them sui juris. We cannot adopt a rule that by marriage a minor somehow becomes more intelligent or mature than his or her unmarried counterpart. Precedent exists that backs this claim up and ascertains that frequent between minors may in fact show the opposite of maturity. Reversed and Remanded in favor of Mitchell. Key Terms: Sui Juris, Marriage emancipation, disability as a minor, infant, and intelligence as a minor.

Palsgraf v. Long Island Railroad

Facts: Palsgraf was waiting for a train on a platform next to it. A man was rushing to catch a train that was leaving. The man hopped aboard the train but lost his balance and was helped on board by one train conductor pulling him on and a second one pushing him on board. A box the man was carrying fell and inside their were fireworks that exploded causing a large supporting beam to fall on top of Palsgraf. Palsgraf sued the Railroad company for negligence on part of their railroad conductors. She won. Railroad appealed and lost. Railroad appealed again to the NY Supreme Court. Ruling: The action of the defendant's guard was not directly connected to Palsgraf. There was no foreseeable danger marks on the package that would have lead the guard to believe that the package would cause destruction throughout the railroad. Palsgraf's complaint was dismissed because her injury was not foreseeable but if the man carrying the box was injured, perhaps it would have been different. Key Terms: Foreseeable v. Not Foreseeable, Respondeat Superior, Negligence, Proximate cause (?)

United States v. Park

Facts: Park was the CEO of Acme Markets, Inc.. Acme and Park were charged with 5 counts of violating the federal Food, Drug and Cosmetic Act by allowing their products to be stored in warehouse where a rodent problem was known to be present. Acme pleaded guilty but Park did not. He was later found guilty but appealed and won. US appealed. Ruling: The defendant showed that he had "a reasonable share" in the violation of the act by failing to exercise authority and supervisory responsibility. Andy had a duty to seek out and remedy violations when they occur and to instill measures to prevent violations from occurring again. I t was also found out that Park knew about the rodent problem prior to the inspections and still did not do anything to remedy the situation. Park's conviction affirmed. Key Terms: FDA, Responsibility, Negligence, and Piercing the veil maybe.

Parker v Arthur Murray

Facts: Parker enrolled in dance classes at Arthur Murray Studio. Parker signed a non-cancellable non-negotiable contract. Later, Parker was involved in a car accident that left him unable to continue attending his dancing lessons. Parker wanted to break away from his contract because he was unable to dance so he filed suit. Ruling: Parker was grated recession on the ground of impossibility of performance. Arthur Murray argued that the contract however indicated a contrary intention when things like non-cancellable contract were included thus waiving his right to impossibility of performance. Yet, the court found that the contract had ambiguity in it and there was no way that by signing it Parker was signing away his right to impossibility of performance. Because of the ambiguity, the court interprets the contract in favor of the Plaintiff. Judgment for Parker affirmed. Key Terms: Ambiguity of a contract, Interpretation of ambiguity against the beneficiary, and Impossibility of performance.

Parker v. Twentieth Century Fox Film Corp.

Facts: Parker was a well known actress who was contacted by Fox to star in a new show. Parker accepted the offer along with a contract stating she would be paid $750,000. Later, Fox notified Parker that the show had been cnacelled but offered her a new role in a new show that was to be shot in Australia instead of California. Parker filed suit for payment on the first original contract and did not accept the second one. Fox argued that she did not have a claim because they offered her a reasonable substitute for the original contract. Court ruled in favor of Parker and Fox appealed. Ruling: The court was correct because the second employment was both different and inferior. Therefore, this could not result in the mitigation of damages. Key Terms: Different and inferior employment and mitigation of damages

Pass v. Shelby Aviation

Facts: Pass and his wife took their plane to fly from Florida to Tennessee. On the flight, the couple hit turbulence lost control of the plane, crashed, and died. Pass's estate filed suit against Shelby Aviation for repairing the plane with defective parts that caused the plane to crash. Shelby filed a motion to dismiss because the contract Shelby had with Park was for the sale of services rather than goods and so the transaction was not covered by Article 2 of the UCC. Shelby Aviation lost and appealed. Ruling: Under the predominant factor test, the test looks to see if the transaction between Park and Shelby was predominantly for the sale of goods or for the sale of services. If it was predominantly for sale of services, it falls out of Article 2 of the UCC. As a whole, the invoice between Park and Shelby emphasizes the repair and inspection aspect of the transaction thus indicating that the sale of services was predominant with the sale of goods being incidental to that service. Moreover, the nature of Shelby's business appears to be in services rather than goods given that Park was able to bring in his own parts and some parts were specially ordered for the plane. Reversed and Remanded for Shelby Aviation. Key Terms: UCC Article 2, Sale of services v. Sale of goods, Predominant factor test.

Kmart Corporation v. Perdue

Facts: Perdue repeatedly came to the Kmart and returned items without a receipt. Management at the Kmart began ti suspect that Perdue was stealing the merchandise. Loss control manager Doug Sharp got news of this and recognized the defendant attempting to pull the same stunt. He detained the Defendant in the loss control room until the police came. The Defendant was taken to jail and later convicted of the crime but the convictions were reversed on appeal. Purdue and Cameron then sued Kmart for false imprisonment and won 2.5 million. Kmart motioned for both a Directed Verdict (order by judge to jury to return with a specific verdict) and Judgment NOV but both were denied. Kmart appealed Ruling: Perdue's claims of false imprisonment should not have been submitted the jury because a merchant or merchant's employee who has probable cause to believe goods have been unlawfully taken can take the person into custody and detain him in a reasonable manner for a reasonable amount of time to recover the goods. The court finds that Sharp acted accordingly and reverses the decision and sends the case back to the trial court for a retry. Key terms: False imprisonment, Judgment NOV, Directed Verdict, Reasonable.

Daniell v. Ford Motor Company

Facts: Plaintiff Daniell attempted to commit suicide by locking herself inside the trunk of her Ford LTD. Nine days later she was rescued and went on to sue Ford for negligence because they had not installed an internal release mechanism. She was suing over her physical and psychological injuries. She also argued that Ford was liable for failing to warn her that the trunk could not be unlocked from within. Ford motioned for Summary of judgment Ruling: With negligence, a manufacturer has the duty to consider risk of injury where it is foreseeable. A risk is not foreseeable when a product is used in a way the is not foreseeable. The way a trunk is designed implies that it is meant to be used from the outside while standing. The use of Daniell to attempt suicide is not a foreseeable risk. Moreover, Ford did not fail to warn since the risk of climbing in and locking yourself in the trunk was incredibly obvious. Ford's motion for summary of judgment granted. Key terms: Summary of judgment, negligence, failure to warn, foreseeability, injuries, and obvious risk.

Riverisland Cold Storage v. Fresno-Madera

Facts: Riverisland was in default on their loan from Fresno. They restructured their deal to a new sum and a new forbearance agreement which the Plaintiff signed. The Plaintiff later sued Fresno for orally stating that they had a longer timeframe on the forbearance than what was in the contract. The court found that the Plaintiffs could not introduce parol evidence such as the oral claim. An appellate court overruled the decision in favor of Riverisland. Ruling: Fraud voids a contract and since the oral statement the defendant made contradicted what was written, it constitutes fraud. Key Terms: Parol evidence and Fraud

Stender v. Twin City Foods, Inc.

Facts: Stender entered into a contract with TCF where he would plant and cultivate 120 acres of peas for TCF to then harvest and purchase. Due to severe fluctuations in the weather, a large portion of the peas matured at the same time and TCF was unable to harvest and purchase all of them. Stender brought suit for breach of contract, but TCF argued that there was a clause that allowed them to not harvest if there were "adverse weather conditions," TCF did not have to harvest the peas. Trial court ruled in favor of TCF and Stender appealed stating that the court had misinterpreted the clause. Ruling: It can be most reasonably stated that the term "adverse weather conditions" can apply to beneficial weather that results in unprecedented amounts of crops reaching early maturity. This is undeniably true since the point of the systematic planting was to prevent the crops from all maturing at the same time. Affirmed. Key Terms: Ambiguity and contract reading by the court, plain language, and application of language to a specific industry.

Salim v. Solaiman

Facts: Salim purchased a convenience store, made some improvements, and agreed to sell it to Solaiman. The parties drafted a contract and signed it. The agreement listed the address of the store and included a safety deposit of $25,000 but it was not included what would happen if the deal was not closed. Solaiman conducted due diligence by visiting the store, talking to customers, and even renewing the liquor license of the store. Closing did not occur on January 5th as it was supposed to and Solaiman instead received the closing mid-January but decided he no loner wanted the property. Solaiman notified Salim and asked for their deposit back as well as reimbursement for the liquor license fee. Salim refused and Solaiman filed suit. The court found judgment in favor of Solaiman because the contract was unenforceable because it did not adequately describe the property to be sold. Salim appealed. Ruling: The property description must demonstrate "with sufficient certainty" the grantor's intention with regard to the quantity and location of the land to be conveyed, "so that its identification is practicable. To be enforceable, therefore, the purchase agreement in this case was required to either "describe the particular tract or provide a key by which it may be located with the aid of extrinsic [outside] evidence." To suffice as a key, the description "must open the door to extrinsic evidence which leads unerringly to the land in question." But if the words in the agreement, "when aided by extrinsic evidence, fail to locate and identify a certain tract of land, the description fails and the instrument is void." The description of the land fails to adequately describe the land and instead just provides a street address. Affirmed for Sloaiman. Key Terms: Unenforceable contract, description of property, unambiguous description.

Sanders v. Arkansas-Missouri Power Co.

Facts: Sanders was seriously injured as a lineman when he came into contact with a live wire. Sanders stated that Power Company promised to pay him until he could come back so long as when he was able to work, he would stay with Power Company. Going off this promise, Sanders built a house with a staircase lift chair to accommodate his injuries. Sanders turned out to be permanently disabled and because of this he sought out wages for the rest of his life. He filed suit against Power Company for Breach of Contract and Promissory Estoppel. Power Company's defense was lack of consideration. Ruling: Sanders promise to come back to work when he was medically cleared became illusory at best. However, Sanders built the house with the modifications on the reliance to his detriment of the promise made by Power Company to pay his wages until he was able to come back to work. Because of this, the court rules in favor of Sanders. Key Terms: Promissory estoppel, illusory promise, crooked law.

Andrus v. State

Facts: Scott Andrus applied for a position as a city building inspector in Olympia. Tom Hill, an engineering supervisor called Andrus to inform him that he had gotten the job to which Andrus accepted. No further details were disclosed but Andrus asked Hill to fax him the details but he never received a fax or any other documents about the job. On the same day, the city checked Andrus's employment history and reviewed performance with his former employers which showed unfavorable to him. Hill called Andrus the next day to inform him his job offer had been revoked. Andrus sued the city for breach of an employemnt contract. The city moved for dismissal of the charges which was granted by the court. Andrus appealed. Ruling: Andrus's job offer did not have reasonably certain items to it because it was so vague and did not contain information pertaining to the job such as salary, hours, or benefits. Moreover, it was supposed to be followed up by written documentation which was never sent. Altogether, the phone call between Hill and Andrus did not constitute an employment contract. Key Terms: Employment contract, breach of contract, Reasonably certain items, and offers/rejection/acceptance.

Seawest Services Association v. Copenhaver

Facts: Seawest provided water services to homes within their housing development as well as to homes outside the development. Copenhavers purchased a home outside the development and for several years paid for their water services but one day there was a dispute and the Copenhavers refused to pay their bills. Seawest filed suit and the court found that the Copenhavers were limited members and thus were liable for their unpaid water bills. Copenhaver appealed. Ruling: Unjust enrichment by the copenhavers because they benefitted from the utility (water) without paying for it. Affirmed because it held that the copenhavers had a quasi contract with Seawest. Key Facts: Unjust enrichment and Quasi contract.

Kim v. Son

Facts: Son owned two corporations and because they were corporations, Son was not personally liable for the debts of either one. Kim invested a tremendous amount of money into the businesses but they both failed meaning that Kim lost his money. Son and Kim met for dinner and proceeded to drink large quantities of alcohol. During the dinner, Son pricked his finger with a safety pin and wrote a contract in his blood promising to pay Son back. Later, Son refused to fulfill the contract. Kim sued to enforce the contract (Specific performance). Ruling: There had been no consideration. Son's promise was rooted in past consideration and past consideration is no consideration. This was more a moral conflict because Son should pay Kim back but legally he does not have to. It is an ordinary promise, not a binding contract. Key Terms: Past Consideration, Corporation v. Individual liability, and Specific performance.

County of Champaign v. Hanks

Facts: State's attorney of plaintiff county brought suit against Hanks to recover value of legal services . Defendant was initially charged with burglary and it was found through an affidavit of his assets and liabilities that he was indigent. Court appointed Defendant a lawyer and was furnished extensive free legal counsel. Later it was discovered that Hanks had a high net worth. Plaintiff was awarded $2000 on the basis of a quasi contract. Ruling: A quasi contract does not depend on the intention of the parties but exists where there is a plain duty and consideration. The essential element is to prevent unjust enrichment by one of the parties. Summary judgment was properly granted. Key Terms: Summary Judgment, Unjust enrichment, affidavit, and Quasi contract.

Hamer v. Sidway

Facts: Story Sr. promised to pay his nephew Story II $5,000 if he would refrain from drinking, smoking tobacco, swearing, and playing cards until he was 21. Story II fulfilled his side of the bargain and wrote to his uncle asking for the money. Story Sr. responded and said he had the money in a bank so it could accrue interest. Story II left his uncle in charge of the money. Uncle died without paying. Sidway represented Uncle's estate and refused to pay on the grounds of no consideration and Hamer represented Story II filed suit. Ruling: A waiver of a legal right by one party at the request of another is sufficient consideration for a promise. He restricted his freedom for the promise. Hamer was entitled to the funds. Key Terms: Consideration, Giving up a legal right is sufficient consideration.

Tameny v. Atlantic Richfield Co.

Facts: Tameny brought action against ARCO following his discharge. Tameny claimed it was a wrongful discharge and breach of implied covenant of good faith and dealings. Tameny initially was hired at a low level position but worked his way up to a retail sales representative. ARCO repeatedly instructed Tameny to threaten independent dealers to cut their prices to specified levels. Tameny refused and was discharged shortly after. Ruling: California decisions have long recognized that a wrongful act committed in the course of a contractual relationship may afford both contractual and tort relief. An employer's authority over an employee does not include the right of the employer to demand an employee to commit an unlawful act. An employer can therefore not fire their employee for refusing to follow through with their orders of a criminal act. Tameny may maintain damages for his wrongful discharge. Key Terms: Wrongful Discharge, Contractual Relationship, Tort relief, damages.

Tavares v. A.C. & S. Inc.

Facts: Tavares had a career as an insulation worker. LAter in life, Tavares was diagnosed with pulmonary asbestosis caused by his career as an insulation worker. Tavares filed for Worker's Comp but the company argued that it could not be proven Tavares injuries were caused during his employment with them . Worker's comp was awardd and AC & S appealed. Ruling: When a worker has contracted a disease from years of being exposed to a harmful substance, the employer who last exposed the worker to the harmful substance is liable to pay the entire compensation. An occupational disease is commonly characterized by a long history of injurious exposure without actual disability. The company is therefore held liable and must pay the worker's comp. Affirmed Key Terms: Liability, Worker's Compensation, Occupational disease.

Vokes v. Arthur Murray

Facts: Vokes sought to become an excellent dancer and thus enrolled in dance classes at Arthur Murray. The dance instructor at her first class praised her excellent skill and told her she had the potential to become a great dancer. Vokes then enrolled in a number of dance classes and paid thousands of dollars. Vokes eventually realized she did not have the potential to become an excellent dancer so she filed suit against Arthur Murray for fraudulent misrepresentation. The trial court dismissed her complaint and she appealed. Ruling: It is true that this is a statement of opinion rather than fact, but the instructor at the dance studio had superior knowledge to that of Vokes with regard to her potential as a dancer and therefore the statement can be taken to be a fact. Vokes believed this praise to be true and her potential to become a great dancer was in fact also true and for this reason she continued taking dance classes. Vokes relied on the expert opinion of the instructor to her own detriment. Vokes complaint reinstated. Key Terms: Statement of opinion v. fact, fraudulent misrepresentation, expert opinion, and detriment.

Waddell v. Boyce Thompson Institute for Plant Research, Inc.

Facts: Waddell worked for Boyce and did not have an employment contract for a fixed term. His employment was terminable at the discretion of himself or the institute with or without cause. A whistleblower policy was enacted at Boyce to help maintain ethical and lawful behavior and insured that no retaliation would occur if an employee provided information subject to the whistleblower policy. Waddell complained that his supervisor needed to file documents more promptly and he was fired later on by Darling because of his comments. The court found that Waddell failed to state an adequate claim for breach of an implied contract. Waddell appealed. Ruling: We find that plaintiff has failed to state a cause of action for breach of an implied contract. It is undisputed that the Whistleblower Policy had not been implemented until several months after plaintiff began employment with defendant. As such, [the trial court] correctly found that the essential element of detrimental reliance in accepting employment was lacking. Further, plaintiff did not allege that he forsook any other employment opportunities in reliance upon defendant's Whistleblower Policy or because of what he believed to be defendant's termination policy. Affirmed. Key Terms: Whistleblower Policy, Breach of contract, could not reasonably rely on the policy to his detriment.

United Steelworkers v. Weber

Facts: Weber lost his promotion opportunity and blamed Title VII of Civil Rights Act of 1964. He won the case and United Steelworkers appealed. Ruling: Title VII intends to provide equal opportunity to African Americans in terms of employment opportunity. Title VII prohibits racial discrimination in the workplace and forbade affirmative action. Given the legislative history of the Civil Rights Act and specifically Title VII, the court cannot agree with the defendant about the illegitimacy of Title VII.

Hostile takeover

classification of takeover when target corporation's management opposes proposed takeover

Friendly Shareholders

establishing employee stock option plans by which employees of corporation purchase corporation's shares, and selling corporation shares to other shareholders likely to be loyal to management may create significant percentage of friendly shareholders that are not likely to tender their shares to a raider

Tender offer

proposal to buy shares of stock from a target corporation's shareholders either for cash or for some corporate security of acquiring company

Pac-Man

target company attempts its own takeover of the acquiring corporation

Greenmail

target company may pay higher-than-market price to repurchase all of stock bought by acquiring corporation; if takeover is attempted through gradual accumulation of target stock rather than tender offer, raider may be trying to induce target company to buy back its shares at a premium, like blackmail

Self-tender

target company offers to acquire stock from its own shareholders to retain corporate control

Poison Pill

target corporation issues to its stockholders rights to purchase additional shares at low prices, making takeover undesirably or possibly prohibitively expensive for the acquiring corporation

White Knight

target corporation solicits merger with third party, which makes a better (usually just higher) tender offer to target's shareholders

Golden Parachute

when takeover is successful, top management is usually changed; thus, company may establish special termination or retirement benefits that must be paid to top managers if they are "retired"

Crown Jewel

when threatened with hostile takeover, management makes company less attractive to the raider by selling the company's most valuable asset