Case Scenario:
Abe, Beth and Cindy want to form Marketing Specialties, LLC (limited liability company). What issues should they address in their operating agreement? If they fail to include some important operating details, what determines these details?
Please respond to the following questions:
1. Barb is a purchasing agent for Commercial Sales Corp. Alex, a Commercial Sales corporate officer, gives Barb a letter of authority to buy for the company as many computers and accessories as needed. The next day, Alex calls Barb and tells her to buy only 20 notebook computers and nothing else. Barb shows the letter of authority to Eager Computer Co., and enters into a contract with Eager to buy 40 notebook computers, 5 printers, and a scanner. Eager ships all of these items to Commercial Sales. Is Commercial Sales legally obligated to Eager under the contract? Explain why or why not. Is Barb personally obligated? Explain your answers.
2. Agents and employees of Blue Corporation and Green Corporation are convicted of conspiring to violate a federal law that is punishable by a term of imprisonment and a fine. Can the corporations be held liable for these crimes? If so, how can they be punished? Explain your answers.
3. Dan is a promoter for the soon-to-be-incorporated firm of E-Business, Inc. Dan signs a contract with Smith & Jones, Accountants, to render their services before E-Business is incorporated and for one year after the incorporation. E-Business is incorporated. Three months later, after Smith & Jones has continued performing under the contract, the E-Business board of directors tells the accountants that it is canceling their contract. Smith & Jones files a suit against Dan and E-Business, alleging breach of contract. Will Smith & Jones prevail? Explain your answers.
4. Arnold is the chief executive officer of Beta Corporation. Arnold's responsibilities include decisions on product development, marketing, and other significant business directions. Arnold is subject to the approval and oversight of Beta's board of directors. Carol is a Beta manager whose duties include the firm's day-to-day hiring, firing, purchasing, and selling. Dave is a Beta salesperson, whose daily activities are controlled by Carol. Erin writes technical manuals for Beta products according to Arnold's instructions and has no dealings with Beta customers or suppliers. Fred edits the manuals on a contract-per-manual basis and is not otherwise subject to Beta's control. Identify who among these people is a principal, who is an agent, who is an employee, and who is an independent contractor? Explain your answers.
5. Abe, Beth and Cindy want to form Marketing Specialties, LLC (limited liability company). What issues should they address in their operating agreement? If they fail to include some important operating details, what determines these details?