Business Law Final

Nelson v. Knight

employment discrimination on basis of permitted beauty · Dental assistant was fired b/c she was too pretty, and her boss said it was a risk to her marriage· So he fired her to "save his marriage"· Reverse lookism· Suffered discrimination because of male perception of how she lookedHer case is not on how pretty she is, it is his perception of her beauty

Price Waterhouse v. Hopkins

employment discrimination, Title VII based on sex stereotypes · Denied partnership to a woman named Hopkins because the partners said her personality was too strong, and criticized her aggressiveness· Overcompensating for being a woman· Clear signs that they reacted negatively to her personality because she was a woman· None of it was job related, it was just stereotyping of how a woman should behave· She ultimately won the case· Very blatant sexual harassment· Court forced the firm to make her partner

Chernow v. Reyes

fiduciary duty of agent Chernow hired Reyes to help him with auditing~ a year after hiring him, Reyes left or was firedDuring the time Reyes worked for Chernow, he had, without Chernow's knowledge, 3 auditing contracts with other clients that were not Chernow's and he worked outside of his regular work hours Chernow sued for breach of loyalty even the work done outside of employment is still considered part of fiduciary duty trial court in favor of Reyes, appellate court reversed in favor of chernow

Riverisland Cold Storage v. Fresno-Madera Production Credit Association

fraud exception to parole evidence rule Lender and borrower restructured payment contract: 3 months of forbearance w/ 8 parcels of collateral. Lender VP had orally assured borrower that it was 3 years forbearance w/ only 2 collaterals. judge ruled in favor of Riverisland Cold Storage (Lance & Pamela Workman - Borrower)

Roberts v. Mike's Trucking, Ltd. pg. 673

hostile work environment/ sexual harrassment roberts was the secretary for mikes trucking and dealt with things like being called "sexcretary" and adsked to sit on "Big Daddy's lap" asked Mike to stop repeatedly. filed for sexual harrassment and won. Mike has primary liability

Parker v. Twentieth Century Fox

mitigation of damages Shirley Lane was given a lead in a show in USA, but then the contract changed and was offered a lead in Australia· Sued for mitigation because the two roles are not comparable· The lead in Australia is still inferior despite being offered the same amount of money

BLD Products, LTC v. Technical Plastics of Oregon, LLC

piercing the LLC veil · Mark Hardie is sole member of Technical Plastics LLC· TPO paid his loans, student dept, personal deck construction etc.· There was no separateness between the person and corporation· Veil can be pierced· When TPO filed for bankruptcy, BLD was owed a lot of money· BLD filed suit and held Hardie personally liable

Kim v Son

Bilateral Contract/ Illusory Consideration Son was part owner and operator of two corporations indicating limited liabilityKim invested $170,000 in the two companiesBoth companies failedSon feeling guilty wrote a promise in blood on a napkin that he would repay the debtsIn return, Kim agreed not to sueSon later refused to pay and Kim sued him to enforce the contractJudge ruled that the promise did not create a contract since there was no consideration in the contract

Hamer v. Sidway

Consideration is valid as long the promisee abandons some legal right in the present or limits future actions - Uncle becomes indebted to nephew after uncle promises nephew $5,000 if he can refrain from drinking, using tobacco, swearing and playing cards or billiards for money until age 21- Nephew fulfills promise to refrain- Nephew gives the right to receive the money to receive the money to Louisa Hamer. - Uncle Dies- Sidway, executor for the Estate of the Uncle refuses to pay Hamer- Executor argues there was no consideration given in exchange for the promise to pay $5,000- Court disagrees and says the action of refraining from a legal right is consideration

Parker v. Arthur Murray

Contract Interpretation 37 yr old college educated bachelor· Starts taking dancing classes to meet women· Spends 25,000 on classes within 2 years of being there and gets hurt really bad so he can't dance anymore· He's in a non-cancelable contract for dancing court ruled that terms like "non cancellable" were ambiguous in regards to the doctrine of impossibility. Parker gets out of contract.

Schneiderman v. Trump University

Court rejects precedent in this case· Independent cause of action not tied to a specific statute has no statute of limitations· Activist court decision· Fraud, the statute of frauds is three years teachers are not being hand selected. exceeded 3 year statute of limitations

MBank of El Paso v. Sanchez

Cross-over issues of secured transactions and the obligations of the secured party in repossessing the collateral MBank of el Paso contracts with el Paso Recovery Services. The tow truck drivers went to tow the car, Sanchez protested and got in it. They towed it with her in it. an employer cannot avoid liability for an independent contractor's breach of the peace when repossessing collateral.

Fitchie v. Yurko

Joint venture created by parties behavior yirko is regular customer & brings in a bunch of lottery tickets, asks for help scratching them ands says they will share the winnings. Fitchie found the winning ticket, Yirko put their names on it, As a group they decided yirko would represent them. Yirko went and claimed whole prize for himself. trial court said they were partners in a joint venture and yirko had to share. the existence of a joint venture does not depend on the intents of the parties

Deere v. Haralson

Guaranty, narrow interpretation of statute of Frauds Haralson owned a Farm supply company, Deere is the tractor company. When Haralson passed down Famer's Supply Company to his daughter he signed as the guarunty for debts with John Deere "past present and future". Farmer's Supply went out of business and had outstanding debt. Even though the contract was informal and the signature was almost illegible, court still upheld it

Hodge v. Strong Built International, LLC

LLC and special business forms · Hodges children are suing because he was standing on a deer stand and it broke, and he fell and died· Strong built was a LLC with one partner, Mr. Killen· No basis for his personal liability· The LLC is totally separate from Killen· There was negligence somewhere along the way clearly but that wasn't him that was the company· If they establish negligent design or something, then the LLC would be liable but still not KillenCannot pierce the corporate veil

Drennan v. Star Paving Co.

Promissory Estoppel Prime contractor reasonably relied to his detriment on subcontractor's bid Paver had error in his calculations when submitting a bid to the general contractor Promissory estoppel Contractor won the job based off of the bid the subcontractor provided Sought to recover the difference from the paving company when he chose a new subcontractor to do the job for ~$3 million more Did the plaintiff's reliance make the defendant's offer irrevocable? Unilateral contract Affirmed in favor of the plaintiff - the plaintiff had reliance on the subcontractor to get the job done for the contract amount and had significant losses because of it regardless of whether the calculations were wrong and regardless of the fact that the GC used a separate company to complete the job afterwards

Sanders v. Arkansas-Missouri Power Co.

Promissory Estoppel/Clean Hands Doctrine Injured badly at work, work promises benefits and wages until he can return. He can never return but built a new handicap capable house in reliance on that promise. No clean hands because sanders can't hold up his end of the bargain. promise was illusory at best so no breach in contract. decision ended up being for sanders because of detrimental reliance.

Vokes v. Arthur Murray

Reliance on opinion of an expert · Widower taking dance lessons· Gets out of contract because the person giving their opinion on her dancing skills is a professional· Professional dancing instructors mislead her in thinking she was doing well when she wasn't - fraudulent misrepresentation

Zankel v. United States of America

Scope of Employment Dreyer was a recruiter for Marines and worked very long hours, often driving a govt car to recruit at the permission of his boss-- the boss was always lenient and rarely ever denied the use- Dreyer worked late and discovered his car would not start, so decided to use the car without permission because it was late and he assumed it would be ok- Dreyer drove home late and awoke early, killing Zankel a 12 yo in the process- Parents sued the govt claiming they were liable for Dreyer's actions because he had been acting within the scope of employment at the time of the accident - yes government is liable

Meinhard v. Salmon 709

Scope of Partnership · Salmon has done most of the work in the joint venture, an new opportunity across the street, signed his own name and agreed to do project· Meinhard sued because it was within the scope of the joint venture· Usurpation of opportunity - have to offer it to the partnership first· Opportunity was obtained by the position he held in the partnership· Can't even just hide the offer until after the joint venture because that's fraud· Critical issue is that it is clearly in the scope of the partnership

Hall v. Gus Construction

employment discrimination, primary v secondary liability of employer · Difference between quid pro quo and hostile environment· No quid pro-quo and job detriment is needed when sexual harassment occurs in the workplace · Three women hired as traffic controllers by the traffic company· Continuously aggressively harassed· Manager did not participate but knew about it· The women quit their job and then sued for sexual harassment· Constructive discharge - the law is saying it didn't technically happen but we are saying that it dido Workers made the environment so miserable that they were forced to quit· A company will be liable if a company knows or should have known about discrimination - making it primary liability · Judgement was in favor of the three women

Pierson v. Jones

inadequate capitalization narrow -· Jones held a corporate meeting where he authorized himself to borrow 90,000 from Pierson, an employee of corporation· Pierson was aware he is dealing with the corporation· Corporation filed for bankruptcy and still owed Pierson $33,187.64· Pierson sues Jones, Jones has the money but won't pay him· Undercapitalization is only used to pierce a veil when it is undercapitalized at the time of inception - when the corporation is formed· Pierson losesA corporation can always become undercapitalized at any time throughout its life span

Coker v. Pershad

independent contractor v employee. AAA uses the towing company five star towing. one of five stars drivers (Terrance Pershad) assaulted Coker and pulled a knife on him. Five Star is liable b/c of respondeant superior but AAA is not because Five star is an independent contractor therefore AAA is not responsible for their hiring procedures

Bissel v. Oreck

Unilateral Mistake, mistake of judgement, upholding contracts Bissel provided estimate on cost of goods being sold to Oreck, contract was based off of that estimate. Bissel misjudged prices and wanted Oreck to pay more based on the fact that the estimate was a mistake. Court ruled in favor of Oreck - mistake of judgement does not constitute release of contract

Guth v Loft

Usurpation of opportunity· Loft was the corporation and Guth was the CEO· Loft thinks the company is paying too much for coca cola· No one knew what Pepsi was yet and he saw the potential· He bought the secret formula and the trademark· He used the assets of Loft to develop Pepsi Cola and it became a huge corporation· When Loft found out they said it was a corporate opportunity and he had to give it all back· Since the business was related it was a corporate opportunityHe never offered it to the board

Kerl v. Dennis Rasmussen, Inc.

Vicarious liability of franchisor Pierce shot Robin & her husband then himself. husband died. Pierce had left Arby's while working without permission. robin Kerl sues Arby's and Dennis Rasmussen Inc (one operating Arby's). summary judgement for the case against Arby's b/c it cannot be held liable for DRI's negligent supervising. DRI still liable b/c respondeat superior

Coma Corporation v. Kansas Department of Labor

Void Contracts undocumented worker agreed to work for $6/hr. he was being extremely underpaid. worker filed a claim with the Kansas Department of Labor for unearned wages contract w/ an illegal worker is not void

Ridgaway v. Silk

liability of LLC members, primary liability for failure to train employees · Bar and adult entertainment nightclub· Customer at the bar was drinking heavily and two members of the LLC are there and supervisingo LLC owns the nightclub· Drunk patron keeps getting served drinks, leaves, drives off the highway, kills himself and one other· The members are liable for their own misdeeds, they did not adequately supervise and train their employees, they have primary liability

McFarland v. Virginia Retirement Services of Chesterfield, LLC

liability of LLC, wrongful discharge · McFarland was an employee of a retirement form and she was wrongfully discharged because an investigator asked about conditions of the elderly people in the home and she told the truth· She was fired because of it· Now she is suing· She will win but not against all the members of the LLC, only the ones who participated in her firing decision· Both the LLC and the firing individual are liable

Alzado v. Blinder, Robinson & Co.

liability of a limited partner Put together an 8 round exhibition boxing match· Combat Promotions Inc. was the general partner· The limited partners will pay if they had too much participation· Alzado was VP of combat promotions· The lost a lot of money from the endeavor and Alzado is trying to get limited partners to pay· Limited partners did not have any part in the financial or management of the organization, but they were involved in publicity- court ruled that is not enough control

Warren v Warren

oral agreement of partners compensation · Brothers created two companies a funeral home and a yard and tree service· Partnership based solely on oral agreements· Agreed that they would split the profits based on each partner's actual services to each organization· Since they had this agreement this avoids the presumption that you share profits and losses equally· Harold put in more skillful work and time into the funeral home and it was way more profitable, Ray wanted half of the sharebecause of the agreement they did not have to share equally

Mayo v. North Carolina State University

parole evidence rule Mayo tenured faculty member retiring, his resignation was accepted. later NCSU said he was being overpayed b/c some were prepayment checks. University argued that the prepayment rule was a basic rule that employees know but it isn't included in any documentation. Parole evidence rule prohibits outside additions to the contract that change the transaction. no money owed

Chic Miller's Chevrolet v. General Motors Corp.

wrongful termination by franchisor

United Steelworkers v. Weber

affirmative action, statutory interpretation weber was a white man who was not allowed in an economically advantageous program because it was only open to black people. sued for racial discrimination but the courts ruled agaianst him based on the spirit of the law - to create a racial balance

Hemmerling v. Happy Cab

agency formation and duties Because Happy Cab had the right to control Hemmerling (by contract), an employee relationship existed rather than a independent contractor. therefore he qualified for workers compensation after his accident on the job

Lundberg v. Church Farm, Inc. pg. 624

agency liability and termination Church owned farm managed by Bagley. Bsgley made a breeding contract with Lundberg w/o authority but it seemed like he had it. Church moved his farm half way through the completion of the contract. Because Church allowed circumstances to lead the Lundbergs to believe Bagley had the authority to negotiate and sign the contract, Church was bound by Bagley's actions

Terrace Company v. Calhoun

Bad faith contract 13 years old told that her dad is dead and she needs to sign paperwork. Funeral home owner hid part of the document that said she agreed to pay for funeral services w/o litigation. she never knew so never paid and when she turned 18 the funeral home went after her. she disaffirmed the contract as soon as she finds out, may have been 5 years later but it was still considered a reasonable amount of time due to circumstance.

Henches v. Taylor

Accord & Satisfaction Taylor gets in accident, Henches is massage therapist. OG bill is 7,000, insuurance only pays 2.6 K, Henches keeps sending bills and talking to health care providers etc. Henches then asked to cover those fees too. Taylor paid rest of OG amount, Henches cashed it - now he cant ask for more contract was completed

Dodge v. Ford Motor Company

Business Judgement Rule Duties of Loyalty and Care, obligation of board to shareholders · Dodge Brothers were initial investors of Ford Motor Company (10%)· Henry Ford owned 58% and decided that the profit not be distributed to the shareholders· His new dividend policy was to put the value of the American Public above that of the shareholders, his hidden agenda was that he wanted to be president· ^ not going to fly· Delaware court said the director has a power to declare a dividendo However, a business organization are obligated to follow the idea that the business is for the profit of the shareholders

Mitchell v. State Farm

Emancipated Minor Sherri Mitchell in car accident signed release with state farm to settle bodily injury claim for $2,500 Mitchell said she was a minor without capacity when it was signed State Farm said she was married and emancipated, removing disability of being a minor Trial court: favor of State Farm, Mitchell appealed Appellate: reversed and remanded for Mitchell Infant = under 18, insufficiently mature or experienced to bargain with those of legal age Said emancipation by marriage does not make the minor any more mature - shows signs of lack of wisdom

Holt v. Home Depot

Employment at will exception, promissory estoppel home depot made an explicit promise to employees saying they could file complaints about supervisors with no repercussions. Holt filed a complaint and was fired for it. * Actor promised "use our open door policy" * Plaintiff relied on that promise and filed complain *damages = fired superseded at will employment

McCune v. Myrtle Beach Indoor Shooting Range

Exculpatory Clause · Signed a release before participating in the paintball match for everything with the exception of gross negligence· Mask didn't fit right, employee tried to fix it for her, her mask was blocking part of her view and it got caught on a tree and ripped off· Bullet hit her in the eye and she was legally blind· Since she signed an exculpatory clause, she could not recover· Paintball match is not necessary

African Bio v. Leiner.

Failure to disclose agency relationship Did not express her status as an agent therefore she was personally liable. African bio Botanics did not know that eco bella was a corporation and Leiner never stated that.

Yale Diagnostic Radiology v. Estate of Harun Fountain

Minors child shot in park and required life saving medical services. normally mom pays, but she was discharged on bankruptcy so the burden falls on the child. (principle of rehabilitation on fresh start). son has money from law suit against kid who shot him. normally minor exemption applies to making the boy pay but since the medical care is NECESSARY the minor would have been unjustly enriched. he has to pay.

Sacco v. Paxton

Partnership Paxton owned a business - in a relationship w/ Sacco. Sacco was involved in every aspect of the business but was not paid a salary, he wanted to "grow the business" and "build sweat equity." They broke up, Paxton fired Sacco, now Sacco wants 505 of the profits b/c they were partners because of his implied conduct

Martin v Barbour

Partenership liability / judgement NOV

Jefferson Insurance Co. v. Curle

Partner Authority during winding-up · Curle and Shelley were in a roofing business· One project left to be done· Dissolved the partnership company, Curle agreed to complete last house and Shelley handled the winding up· Shelley cancelled the insurance· Worker falls through the roof and is seriously injured and suesTrial court found that since Shelley canceled it and didn't tell, it was canceled for him but not for Curle and the partnership - THIS IS WRONG- both curle and shelley have to pay

Oliver and Perry

Statute of Frauds: One Year Rule Oliver and Perry are college roomies who agree to buy a ticket every week from now until they graduate (two and a half years away) Consideration: each party buys the tickets during their month· Oliver spent the whole month buying tickets, Perry bought his first ticket and won 52 million, Didn't give Oliver anything· Since the contract cannot be completed in one year by definition, it is not valid since it's not in writing· Oliver is not entitled to anything

omnibank of mantee v united Southern Bank

business judgement rule · Management was so careless that he lost the protection of the business judgement rule· Failing the duty of care· Gave a loan to large bank customer that he liked and thought would repay the loan and they didn't· He lost

Smith v. Van Gorkom

business judgment rule (time) · CEO and president of Transunion (Van Gorkom) wanted to sell the company · Met with the Prtizker family as buyers, talked about it informally with an agreement to buy it with a 50% premium over the publicly traded price· Van Gorkom explained to the Board of Directors the deal and they approved it except one shareholder (Smith) He believed that Van Gorkom could have gotten more money challenging the process, saying that VG. Didn't spend enough time - created a class action suit. Ruled that Smith had to do it over· Sent back to trial court to find the difference between what they got and what they could have gotten

Straub v. BMT

competeing public policy of upholding contracts and protecting infants/ illegal baragin/void contracts two teachers dating signed an agreement that they would make a baby and the dad isn't responsible. continued seeing each other for three years after child born and while dad is married to someone else. they ended and mom filed to establish paternity. Court ruled in mom's favor.

Dog House Investments, LLC v. Teal Properties, Inc.

corporation formation and financing · Dog house is suing trying to pierce the veil· Teal Properties has no properties no assets and no cash· Flood damages to dog house property· Jerry Teal assured it was covered by insurance and then took no steps to fix it· ON FINAL· Inadequate funding

Stender v. Twin City Foods

cross over issue of trade usage and parol evidence rule Stender contracts w/ TCF to sell them peas. TCF agreed to harvest peas when they matured, HUGE harvest b/c of "adverse weather conditions", TCF couldn't harvest all the peas - clause about adverse weather was included in contract. Ruled in favor of TCF

Pontiacs v. KMS Investments

direct/primary liability of employers Pontiac is tenant in building owned by KMS. she is raped at knife point by a general manager w/ room access who KMS hired (he had a criminal record) KMS attempted background check but just relied on his application and interview. KMS was primarily liable for failure to exercise due care in hiring.

McDonald's WSJ

direct/primary liability of employers worker was previously convicted for child molestation and the worker molested a child while on the job. McDonalds is primarily liable for negligent hiring practices

Alberty-Velez v. Corporacion de Puerto Rico

employer v independent contractor status worked for a tv company being hired on a show to show basis. the company stopped hiring her when she got pregnant so she sued but independent contractors are not protected. The contract allowed them to determine the period and it was up to them to decide. no contractual obligation existed.· She had unique skills· Choice of how she wanted to present herself· Everything about job description shows control.

Tameny v. Atlantic Richfield

employment at will, public policy exception Tameny was an at will employee and was asked to price fix which is against the law and he was fired for not doing so. firing this employee violates CA Public Policy

Meritor Savings Bank v. Vinson

employment discrimination - sexual harassment Mechelle Vinson was fired from bank job. She claimed her supervisor coerced her to have sex and made demands for sexual favors. He created 'hostile work environment' and therefore violated Title VII. Supreme Court agreed and said sexual harassment violates Title VII regardless if quid pro quo or hostile environment. she was dressing "slutty' so she was asking for it