Chapter 26
Case #1
Facts
* Dr. Steven A. Pottschmidt was employed by Dr. Thomas J. Klosterman. * Dr. Thomas J. Klosterman was doing business as a corporation named Thomas J. Klosterman, M.D. * Once Pottschmidt’s original employment agreement ended, he decided to bring a breach of contract suit against Klosterman. * Pottschmidt was alleging that Klosterman had not paid him the actual amount he owed him under the agreement. * Within two months of the lawsuit, Klosterman created a new corporation called Klosterman Family Practice, Inc. * Klosterman Family Practice, Inc. did not employ anyone other than the staff of the first corporation Thomas J. Klosterman, M.D. * Also the new corporation Klosterman
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Although courts are reluctant to hold an active shareholder liable for actions that are legally the responsibility of the corporation, even if the corporation has a single shareholder, they will often do so if the corporation was markedly noncompliant, or if holding only the corporation liable would be singularly unfair to the plaintiff. The ruling is based on common law precedents. In the US, different theories, most important "alter ego" or "instrumentality rule", attempted to create a piercing standard. Generally, the plaintiff has to prove that the incorporation was merely a formality and that the corporation neglected corporate formalities and protocols, such as voting to approve major corporate actions in the context of a duly authorized corporate meeting. This is quite often the case when a corporation facing legal liability transfers its assets and business to another corporation with the same management and shareholders. It also happens with single person corporations that are managed in a haphazard manner. As such, the veil can be pierced in both civil cases and where regulatory proceedings are taken against a shell corporation.
Conclusion:
Yes Potterschmidt has enough evidence to permit a veil piercing. He can prove intermingling of assets of the corporation and manipulation of assets or liabilities to concentrate the assets or liabilities.
Case #6
Facts-
* Spence was a promoter in the incorporation of a new
Mr. Slim Jim verbally submitted an offer to Mr. Potbelly who proceeded to accept Mr. Slim Jims’ offer unequivocally (pg. 122). The “Basic Requirements of a Contract” (pg. 107) were completed. In this bilateral contract (pg. 107), “Communication of Acceptance” (pg. 123) was evident as Mr. Potbelly responded “Sure I’ll take it” when Mr. Slim Jim submitted an offer for the pottery and enthusiastically replied “I’ll take it!” when Mr. Slim Jim gave him an offer of cash for his home. As a result of this, Mr. Slim Jim is suing for the “right to obtain specific performance” asking that the agreement be upheld. Also, according to “admissions” (one of the “exceptions to the statutes of frauds” (pg. 175) Mr. Potbelly’s agreement should be upheld.
Eugene T. D’Ablemont practiced law for over forty years at the firm of Kelley Drye & Warren, LLP located in New York. The firm employs more than three hundred attorneys. Mr. D’Ablemont was a partner at the firm specializing in representing management regarding labor law issues of all types. He generally acted as a lead negotiator in relation to the healthcare, television, and automotive industry for labor arbitration.
Section 1: Question 1 – The society of Gattaca works to repress rather than to enhance the potential of human beings. Discuss.
Mr. Bailey took a risk and resigned his position as Kroger Manager when he received his letter of acceptance from Thomas. M. Cooley Law School in Lansing, MI. Mr. Bailey would make the President’s List at Cooley and decided to transfer to Salmon P. Chase College of Law, in Highland Heights, Kentucky. My pursuit of my Juris Doctorate was one of a tortoise, instead of the hare and he obtained his Juris Doctor degree in December 2005. He then took and passed Kentucky Bar Exam in 2008. He began his legal career as a Public Defender in 2009. The Public Defender’s office training allowed Mr. Bailey to learn and work on various legal matters that continues to be of great benefit to his practice today. In 2011, Mr. entered private practice in Bowling Green, KY, and continue to strive for professional excellence, skills, and intelligence. Over the years, Mr. Bailey has fought for justice, helped keep families together, fought against racial profiling, employment discrimination, and became a voice for the voiceless. Today, Mr. Bailey is the owner of Bailey Law Firm of S.KY, PLLC in Bowling Green, Kentucky. Mr. Bailey practices criminal defense, immigration law, personal injury, Bankruptcy and
Held: He was not entitled to commission for the period when he sold other supplier's goods.
671 [2d Dept. 2010], internal citations omitted). "Additionally, the corporate veil will be pierced to achieve equity, even absent fraud, [w]hen a corporation has been so dominated by an individual or another corporation and its separate entity so ignored that it primarily transacts the dominator 's business instead of its own and can be called the other 's alter ego '" (Id. at 671-672, internal citations omitted). "[A] party seeking to pierce the corporate veil must establish that (1) the owners exercised complete domination of the corporation in respect to the transaction attacked; and (2) that such domination was used to commit a fraud or wrong against the plaintiff which resulted in the plaintiff 's injury" (Superior Transcribing Serv., LLC v Paul, 72 AD3d 675, 676 [2d Dept. 2010], internal citations omitted).
The story of Vincent shows in Gattaca that there is possibility of beating the genetic engineering system. Vincent is one of the last naturally born babies born into a sterile, genetically enhanced world, where life expectancy and disease likelihood are ascertained at birth. Myopic and due to die at 30, he has no chance of a career in a society that now discriminates against your genes, instead of your gender, race or religion. Vincent an invalid, dreams of working within Gattaca and making it into space. He combines with Jerome who was disabled in an accident to take his identity and live his life to enter the Gattaca Corporation. Vincent is selected for his lifelong desire, a manned mission to Titan.
Contrary to the alleged, Dr. Brock refuted the claim, defending that he never established a doctor-patient relationship with Anita, which relieves him of liability. In order to validate his refute, Dr. Brock provided four factual elements that were supported by his counterparts; Dr. Whitfield and Dr. Ketcham. The four elements that were presented in the affidavit included: (1) That there has never been a doctor-patient relationship between Dr. Brock and Anita Oliver, (2) Dr. Brock has never seen or talked to Anita or Cathy Oliver, (3) Dr. Brock was not employed, engaged or requested to serve as a consultant to treat Anita, (4) and Dr. Brock was not employed or engaged to consult with doctors treating Anita, concerning complaints or medical problems. In order to support Dr. Brock’s refute, Dr. Whitfield and Dr. Ketcham provided affidavit’s as
The evidence showed that the contract to purchase appellant’s business and the promissory note were signed only by Joe Alexander on behalf of the corporation. Harris’ wife testified that appellees were not present when the contract was signed.
Virunga, directed by Orlando von Einsiedel, is a documentary that emphasizes the natural beauty and the biodiversity of the Virunga National Park. The main premise of this film is to bring the audience into the conflict between the park and the British oil mining organization, SOCO, and the rebel army, M23, that are threating to destroy the homes of the people of Congo and the last mountain gorillas that live in the Virunga. This documentary is targeted at environmentalists, and the directors goal was to persuade those who already care about the environment to help support their cause. Virunga has effectively persuaded the audience to take further action against the destruction of the Virunga National Park through the use of rhetoric in the
Knarles later learns from his son of the agreement that he entered into with Cheatum on behalf of the firm. Knarles calls Chetum and tells him he wants no part of the agreement and tells him he will messenger a check over to his office minus the charge for the work already completed by the plumber. Chetum sues for breach of contract.
The contract was formed when Taylor’s bid (the offer) was accepted by the school district (the acceptance).This case would take on the rule of equitable relief, as seen by the court since it feel under the conditions of equitable relief which are: 1. the mistake is of so great a consequence that to enforce the contract as made would be unconscionable; 2. the mistake relates to a material feature of the contract; 3. the mistake must have been made regardless of the exercise of ordinary care; and 4. the parties can be placed in status quo in the equity sense. It should also be pointed out that equitable relief will only be granted to Taylor when and if he acts promptly in informing the school district and requesting withdrawal of his bid or opportunity to correct his mistake of material
The development of the ancient city of Gerasa is both interesting and under-researched, but Adam Lichtenberger and Rubina Raja have recently been working to reduce the validity of the latter adjective. However, much of what they found contradicts that which was expected to be discovered—yet it is not contradictory to a logical progression for the development of a city under foreign rule. For instance, Lichtenberger and Raja’s examination of the city’s Northwest Quarter revealed a large body of local influence on the imperial developments that were found—particularly evidenced by the large, sculpted limestone block found as a result of the 2011 surface survey of the Northwest Quarter of Gerasa. The block, which “can be assumed [to originate] from the Late Hellenistic or Roman period,”
Carreon, a former Corporate Legal Counsel of PLA Co., or Atty. Henry Sinyo who was then the
There is no clear framework of the rules that would cover the contingencies of a ruling to pierce the corporate veil Idoport Pty Ltd v National Australia Bank Ltd. The corporate Veil usually protects owners and shareholders from being held liable for corporate duties. Yet again a decision made by the court to lift that veil and would place the liability on shareholders, owners, administrators, executives and officers of the company without ownership interest. The purpose of this essay is to conduct an analysis on the concept of lifting the corporate veil and to review the different views on its fairness and equitability to present a better understanding of the notion, the methods used was throughout researching the numerous scholars views on the subject, case law and statutes examples, and the evidence provided by the empirical study of Ramsay & Noakes. When we discuss the lifting the corporate veil the first case that pops out is the case of Salomon V A. Salomon & Co Ltd, since the decisions of applying the corporate veil were first formed as a consequence of this case. The idea covers all of company law and distinguishes that a company is a separate legal entity from its members and directors. Furthermore, spencer (2012); have indicated that one of the core principles that followed the decision in Salomon v Salomon was the wide acceptance one man company’s. However In order to form a