Assignment:
1. Introduction
Acme Fireworks sells fireworks in all their myriad forms. Single-use, aerial display ground show; if there's a need, Acme Fireworks supplies it. Starting out as a garage endeavor, Acme Fireworks is a sole proprietorship that is looking to change its entity status due to a recent influx of bigger business contract requests that would mean a larger employee base, more liability risk, and higher demand for a dangerous product (prompting evaluation of insurance protocols and coverage).
This act of expansion would lead to the company adhering to the Uniform Commercial Code (UCC). Furthermore, "an order or another offer to buy goods for prompt or current shipment shall be construed as inviting acceptance either by a prompt promise to ship or by the prompt or current shipment of conforming or non-conforming goods" (Uniform Commercial Code, 2003, Sec. 2-206). This expansion would likely also prompt a change of entity from a sole proprietorship to a single member limited liability company (LLC). With all of these changes enacted, the company should prosper.
2. Contractual Governance
The UCC would best cover this transaction series as it "attempts to unify state laws affecting commerce into a single code that all states could adopt to make interstate commerce easier and more efficient". Given the possibility that the inquiring businesses are not necessarily in the same state as Acme Fireworks, the UCC would allow all transactions to be made on the same footing, unlike in common law, where the laws are different in regards to taxation and sales from state to state.
3. Contract Formation
As Acme Fireworks operates under the auspices of a sole proprietorship, the owner is empowered to offer and accept contracts. In this case, because the owner was provided fireworks display contracts, agreed, and decided on price with the intention of entering into a legally binding contract in full possession of his or her faculties, the contract is binding, and the proprietor is legally obligated to follow through on supply.
a. Offer
To achieve these commissions off of fireworks displays for periodic events for other businesses. "An offer is a manifestation of willingness to enter into a bargain, which creates in the offeree the power of acceptance" (Smith, 2012).
b. Acceptance
The owner informed the offeror that such fulfillment was possible.
c. Consideration
Price (with the understanding that most of said price was skilled labor cost, insurance, and the physical aspects of fireworks supply, e.g. transport, display setting, and firing the rockets) agreed upon per display.
d. Capacity
The owner has possession of full faculties and is willing to enter into contracts with a clear understanding of all that is involved in the issuance and acceptance of said contract.
e. Legality
The offer was made with the intention to create a legal contract that protects all sides of the bargain.
4. Liability for Spectator Injury
If all care is taken to properly set up and off fireworks, then spectator liability falls under the purview of tort of liability and agency. "The working assumption is that the small company director has played a significant part in the company's liability in negligence, which has resulted in a claim by an external party for [sic] loss".
5. Employment Type and Agency law
a. Employees
Payroll taxes must be deducted for employees.
b. Independent Contractors
Payroll taxes do not need to be deducted for independent contractors, putting the onus on the contractor to perform such duties for his or herself.
c. Agency Law
- The employee/contractor is duty-bound to perform all actions for the betterment of the employer. He or she is required to act in good faith, remain obedient and loyal as the job calls for, and notify the employer of all relevant information required for the employer to be fully informed as to operations. The employee/contractor is also required to perform diligently and skillfully all actions required for fulfillment of the task in question, keeping all specifics and records for perusal by the employer.
- The employer is duty-bound to cooperate, compensate monetarily for all services rendered in a reasonable and prompt manner, indemnify, "or compensate the agent for any losses suffered as a result of authorized legal acts that the agent performs under the agency agreement", as well as reimburse the employee/contractor for any expenditures that the employee/contractor encounters in the normal course of his or her duties, provided proper documentation of all such activities. "Flexible work organization means reducing labour costs, adapting to structural changes and coordinating their own interests and those of their employees".
d. Contracting versus Employment
In the case of Acme Fireworks, contracting would likely be the way to go, allowing the company to take on workers on a case by case basis for the duration of order fulfillment. Having employees delivers the onus of loyalty onto both sides of the relationship, preventing a compassionate employer from simply downsizing during an order volume reduction.
6. Sole proprietorship versus Single Member Limited Liability Company
Sole proprietorship involves the taxation of the business, as well as the proprietor. Single member LLC allows the business the leeway of a corporation, where the business is not taxed, but the employer is. This keeps taxation from cutting too deeply into the company bottom line. "In the eyes of the federal government, an LLC is not a separate tax entity, so the business itself is not taxed. Instead all federal income taxes are passed on to the LLC's members and are paid through their personal income tax".
7. Conclusion
Before the introduction of the larger business contracting, Acme Fireworks worked fine as a sole proprietorship, but with the introduction of large ordering for multiple events, it would be best for a change to a single member LLC. Being covered by the UCC allows Acme Fireworks to enjoy flat rates no matter where it ships or stores its products. With all of the above changes enacted, Acme Fireworks should experience an expansion beyond dreams, with contractors fulfilling orders in such a manner as to limit company fund impact in the event of downsizing of business demands.