Smith and Roberson’s Business Law
17th Edition
ISBN: 9781337094757
Author: Richard A. Mann, Barry S. Roberts
Publisher: Cengage Learning
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Chapter 31, Problem 6Q
Summary Introduction
To discuss: Whether person S will get a claim or both L and M should refuse to pay the claim to person S.
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Madison and Tilson agree to form a limited partnership with Madison as general partner and Tilson as the limited partner, each to contribute $12,500 as capital. No papers are ever filed, and after ten months the enterprise fails, its liabilities exceeding its assets by $30,000. Creditors of the partnership seek to hold Madison and Tilson personally liable for the $30,000. Explain whether the creditors will prevail.
Dennis is the oldest among the four shareholders and is in the poorest health. He is concerned that upon his death his wife will be stuck with the shares, because there will be no market for them. However, he would like her to be able to use the proceeds from selling the shares for living expenses. For their part, Able, Baker, and Carter like Mrs. Dennis, but are not interested in being co-owners of the business with her. And they certainly do not want her to sell Dennis's shares to an unknown third party. So, they four have agreed that upon Dennis's death, Mrs. Dennis will be obligated to sell one third of the shares to Able, one third to Baker, and one third to Carter. Able, Baker, and Carter agree to buy the shares at a price figured according to a predetermined formula. What kind of transfer restriction is this?
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Chris and Maurice formed a new limited liability company and invested $1,000,000 of equity in an apartment building in Santa Ana, California with Chris investing $950,000 and Maurice $50,000. Their LLC operating agreement provided that: (A) the annual cash distributions would be split 90% to Chris and 10% to Maurice, and (B) the net cash proceeds from the sale of the property would be distributed first to each of them until they have received an amount equal to their original cash investments less any cash distributions they had previously received, then the balance of the net sale proceeds would be split 60%/40% between Chris and Maurice. How much would Maurice receive upon the sale of the property if the sale generates net cash proceeds of $3,250,000 after paying off the mortgage loan, the brokerage commission, and other closing costs, and if the LLC had previously distributed $400,000 collectively to Chris and Maurice?
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Chapter 31 Solutions
Smith and Roberson’s Business Law
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