Limited Liability Company Business Paper

INSTRUCTIONSAll responses MUST be typed using 12 font, double spaced and submitted as a WORD or .pdf.
Suggested page limit: 5 pages. However, use more if you need it.
NOTE: You will only need your book to complete the final. It is recommended that you use only your
course book and the materials used in this course. Discussion of the exam with an attorney is not
permitted. You may discuss the exam with classmates, but you may not prepare your answers together.
REMEMBER: Always provide appropriate definitions from the book and CITE, CITE, CITE.
Answer all 4 questions in an essay response. Each response is worth 5 points. Total points for the exam =
20.
Question 1.
You graduate from college and go on to law school. John, your client, comes into your office to discuss
the formation of his new business with you. He brings two of his buddies, Jim and Joe, with him.
Together, the Joe, John and Jim are called the “Three J’s.” The three J’s want to work together on
developing and commercializing John’s groundbreaking technology. Joe is an accountant, Jim a
marketing guru. Each brings office supplies and equipment with him.
The Three J’s want to start a corporation or an LLC. However, they do not know the difference between
and inc. and a LLC. They ask you to explain:
a.
b.
c.
d.
the difference between an LLC and an Inc.;
the management structures of a LLC and an Inc.;
the differences in how the entities are taxed; and
how each are formed.
Question 2.
Randy is spending a nice weekend near a sleepy little town up Maine. It’s a rainy Sunday morning in
October and Randy feels like getting cozy in the little cabin he is staying at. So he goes to the town’s
general store to get some coffee and today’s paper. Pulling up in front of the shop, he sees a sign at the
door saying “Coffee $2.00, Today’s Paper $3.00”. He walks in, grabs a paper (there’s only one kind) and
a cup of coffee (there’s only one size) and walks over to the cashier. In the local manner, Randy just nods
to the clerk who has observed the whole scene and puts a $5.00 bill in front of him, then leaves the store.
The clerk who has not shown any reaction takes the bill and puts it in the register.
Has a contract been formed? What are the elements of a valid contract. If you reach the conclusion that
no contract was formed, what other legal concepts could apply to the situation? Describe any legal
concept in detail.
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Question 3.
You run a software company named PAS, Inc., and decide that you need some additional computing
power. You decide therefore to hire 1 full time employee (“Sally”) and 2 part time consultants from a
software development company to help with the programming of a new office integration suite. While
working for you Sally creates both a revolutionary software program. The consultants create various
books and other printed material. PAS, Inc. begins to have financial difficulty. Sally leaves the company
and begins her own shop where she uses the software that she created. The consultants refuse to turn over
the materials that they created until they are paid.
What form(s) of intellectual property could be relevant here? Define each form of intellectual property
that you believe could be relevant. Explain who owns the software and why?
Question 4.
David is driving 25 MPH in 25 MPH zone down a four lane street where there are children playing. One
nine-year-old child, Kevin, runs into the street chasing a soccer ball. David, without looking over his
shoulder, swerves into the other lane to avoid Kevin and in the process he hits a car, driven by Peter, that
was speeding at 50 miles an hour past him in the left-hand lane going in the same direction.
Peter loses control of his car, hits a telephone pole and is seriously and permanently injured by the pole
falling on him. The telephone pole, owned by the local phone company TeleCo, easily snaps into two
pieces and hits Kevin, who is still in the street, knocking him unconscious and resulting in permanent
injuries.
TeleCo never did any testing of its poles to establish how easily the poles broke. The only factor used in
manufacturing the poles was cost. The poles were made of low quality trees and were designed poorly.
The bad design caused them to snap easily.
1. What claims can David bring?
a. Identify all persons that David could conceivably bring and action against.
b. State the claims that David could bring and explain in detail if he will be successful
in bringing the claims and why.
2. What claims can Peter bring?
a. Identify all persons that Peter could conceivably bring and action against.
b. State the claims that Peter could bring and explain in detail if he will be successful in
bringing the claims and why.
3. What claims can Kevin bring?
a. Identify all persons that Kevin could conceivably bring and action against.
b. State the claims that Kevin could bring and explain in detail if he will be successful
in bringing the claims and why.
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