W4-D2
Stroud and Freeman are general partners in Stroud’s Food Center, a grocery
store. Nothing in the articles of partnership restricts the power or
authority of either partner to act in respect to the ordinary business of
the Food Center. In November, however, Stroud informed National Biscuit
that he would not be personally responsible for any more bread sold to the
partnership. Then, in the following February, at the request of Freeman,
National Biscuit sold and delivered more bread to the Food Center.
1. What are the arguments that Stroud is not liable to National Biscuit
for the value of the bread delivered to the Food Center?
2. What are the arguments that Stroud is liable to National Biscuit for
the value of the bread delivered to the Food Center?
3 paragraphs
3 references
W4-D3
On April 5, Handy contracted to purchase land with the intent of forming a
limited liability company (LLC) with Ginsburg and McKinley for the purpose
of building a residential community on the property. On April 21, they
learned from Coastal, an environmental consulting firm they had hired, that
the property contained federally protected wetlands. The presence of
wetlands adversely affected the property’s value and development potential.
Handy, Ginsburg, and McKinley abandoned construction plans and instead
decided to sell the property. To advertise and promote that sale, they
placed on the property a sign that stated the property had “Excellent
Development Potential.” Unaware of the existence of wetlands, Pepsi
acquired an option to purchase the property from Handy on August 5. At that
time, Willow Creek had not yet been formed and Handy had not yet purchased
the property. On August 18, Handy, Ginsburg, and McKinley formed Willow
Creek Estates, LLC. During the option period, Pepsi hired a
soil-engineering consultant to conduct an environmental investigation of
the property. In Handy’s written answers to specific questions from the
consultant about the property, Handy did not disclose that the property
contained wetlands or that Coastal had already performed a written
preliminary wetlands determination the month before. On September 4, Willow
Creek, LLC took title to the property. Four months later Willow Creek, LLC
sold the property to Pepsi for more than twice the amount of its purchase
price and did not disclose the existence of wetlands on the property. After
Pepsi learned that the property contained wetlands, it brought an action
for fraud against Willow Creek, Handy, Ginsburg, and McKinley.
1. What are the arguments that Handy, Ginsburg, and McKinley are not
individually liable to Pepsi for fraud?
2. What are the arguments that Handy, Ginsburg, and McKinley are
individually liable to Pepsi for fraud?
3 paragraphs
3 references
GeneralEssayUndergraduate
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