briefs

Topics: Corporation, Partnership, Types of business entity Pages: 2 (713 words) Published: December 15, 2014
Ch 40 , PC 3 :

.Issue : Did LLC failed to pay the market value of OLSON`s interest?

.Rule: A member`s ownership interest in an LLC is not freely transferable.A transferee of a member distributional interest receives only the member`s share of LLC distributions.

.Application: according to the written agreement LLC payed the capital account and 2005 compensation to Olson.Olson may argue that due to the oral agreement LLC breached it`s duty to pay fair market value of a member.on the other hand LLC may argue that it only owe duty according to written agreement about paying the 2005 compensation and capital account and oral agreement is not accepted by the LLC.The Olson may argue that the LLC has to pay the compensation that had occurred not been paid which may be rejected by LLC because they had already paid the 2005 compensation to Olson

.conclusion: the LLC only owed the duty to pay off the 2005 compensation and olson`c capital account.

Ch 40 , PC 7 :

.Issue: Was Carpenter liable for the payment of $85,000 As a general partner ?

.Rule :In limited Partnership , General partners have an unlimited liability for the partnership

.application : Carpenter ma argue that she thought she was a limited partner , it can be rejected by 2 fact : firstly she was an experienced business woman who had served on the board of directors of a bank so know all the rules and applications toward partnership as an expert person in her own field. secondly,on 1987 she received a document regarding that Briargate was a partnership and she was a partner , even though she argued that she was a general partner she had duties to compensate the payment of assessments as a limited partner .

.conclusion : she was liable as an general partner .

Ch 41 , PC 9 :

. Issue : Can the court pierce the corporate veil to reach Carlton individually ?

.Rule: The court may disregard of the corporation by it`s shareholders so that the corporation is not acting in the...
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