A conceived a secret process for the continuous freeze- drying of foodstuffs and related products and constructed a small pilot plant that practiced the process. A, however, lacked the financing necessary to develop the commercial potential of the process and, in hopes of obtaining a contract for its development and the payment of royalties, disclosed it in confidence to B, a coffee manufacturer, who signed an agreement not to disclose it to anyone else. At the same time, A signed an agreement not to disclose the process to any other person as long as A and B were considering a contract for its development. Upon A’s disclosure of the process, B became extremely interested and offered to pay A the sum of $1,750,000 if, upon further development, the process proved to be commercially feasible. While negotiations between A and B were in progress, C, a competitor of B, learned of the process and requested a disclosure from A, who informed C that the process could not be disclosed to anyone unless negotiations with B were broken off. C offered to pay A $2,500,000 for the process, provided it met certain defined objective performance criteria. A contract was prepared and executed between A and C on this basis, without any prior disclosure of the process to C. Upon the making of this contract, A rejected B’s offer. The process was thereupon disclosed to C, and demonstration runs of the pilot plant in the presence of C’s representatives were conducted under varying conditions. After three weeks of conducting experimental demonstrations, compiling data, and analyzing results, C informed A that the process did not meet the performance criteria in the contract and that for this reason C was rejecting the process. Two years later, C placed on the market freeze-dried coffee that resembled in color, appearance, and texture the product of A’s pilot plant. What are the rights of the parties? Discuss.
> In February, Brady contracted to construct a house for Fulghum for $206,850. Brady began construction on March 13. Neither during the negotiation of this contract nor when he began performance was Brady licensed as a general contractor as required by Nor
> Ben Collins was a full professor with tenure at Wisconsin State University in 2015. In March 2015, Parsons College, in an attempt to lure Dr. Collins from Wisconsin State, offered him a written contract promising him the rank of full professor with tenur
> Vernon and Janene Lesher agreed to purchase an eighteen-acre parcel of real property from the Strids with the intention of using it to raise horses. In purchasing the property, the Leshers relied on their impression that at least four acres of the subjec
> International Underwater Contractors, Inc. (IUC), entered into a written contract with New England Telephone and Telegraph Company (NET) to assemble and install certain conduits under the Mystic River for a lump sum price of $149,680. Delays caused by NE
> Jane Francois married Victor H. Francois. At the time of the marriage, Victor was a fifty-year-old bachelor living with his elderly mother, and Jane was a thirty-year-old, twice-divorced mother of two. Victor had a relatively secure financial portfolio;
> Columbia University brought suit against Jacobsen on two notes signed by him and his parents. The notes represented the balance of tuition he owed the University. Jacobsen counterclaimed for money damages due to Columbia’s deceit or fraudulent misreprese
> Plaintiff, Gibson, entered into negotiation with W. S. May, president of Home Folks Mobile Home Plaza, Inc., to buy Home Plaza Corporation. Plaintiff visited the mobile home park on several occasions, at which time he noted the occupancy, visually inspec
> Kelly-Moore Paint Company, entered into a fifteen-year commercial lease with Osprey, for a property in Edmond, Oklahoma. The lease contained an option for two five-year renewals. The lease required that the Kelly-Moore give notice of its intent to renew
> The Cornillies listed with a real estate agent a home for sale. Patrick and Anne Giannetti offered $155,000 for the home and submitted a deposit in the amount of $2,500. The Cornillies countered this offer with an offer to sell the house for $160,000. Th
> Edith Mitchell, accompanied by her thirteen-year-old daughter, went through the checkout at Walmart and purchased several items. As they exited, the Mitchells passed through an electronic antitheft device, which sounded an alarm. Robert Canady, employed
> Olivo was in the hardware area of a department store. A security guard saw him look around, take a set of wrenches, and conceal it in his clothing. Olivo looked around once more and proceeded toward an exit, passing several cash registers. The guard stop
> John Connelly suffered personal injuries when a tire manufactured by Uniroyal failed while his 1969 Opel Kadett was being operated on a highway in Colorado. Connelly’s father had purchased the automobile from a Buick dealer in Evanston, Illinois. The tir
> On June 30, 2012, Martin Hendrickson and Solveig Hendrickson were married, and on January 3, 2013, a home previously owned by Martin was conveyed to them as joint tenants and not as tenants in common. Solveig Hendrickson paid no part of the consideration
> Kevin Miller bought a house in Atlanta in 2016 and took out a mortgage. He lived in the house until 2019, when he accepted a job in Chicago; from then on, he rented the house. He received a letter demanding payment from a law firm on behalf of the mortga
> First Development Corporation of Kentucky (FDCK) sought to purchase a fifteen-acre parcel of riverfront property owned by Martin Marietta. On May 9, FDCK made an offer to purchase the property for $300,000, which it submitted to Coldwell Banker, Martin M
> While driving his car in Virginia, Carpe Diem, a resident of North Carolina, struck Butt, a resident of Alaska. As a result of the accident, Butt suffered more than $80,000 in medical expenses. Butt would like to know, if he personally serves the proper
> Leonard and Arlene Warner sold the Warner Manufacturing Company to Elliott and Carol Archer for $610,000. A few months later, the Archers sued the Warners in a State court for fraud connected with the sale. The parties settled the law- suit for $300,000.
> James Koontz agreed to purchase a Plymouth Sundance from Chrysler Credit Corporation (Chrysler) in exchange for sixty payments of $185.92. Koontz soon thereafter defaulted, and Chrysler notified Koontz that unless he made the payments, it would repossess
> Mary Mansi claims that eighteen checks on her account contain forgeries but were nevertheless paid by her bank, Sterling National Bank. The checks bore signatures that, according to Mansi’s handwriting expert, were apparently “written by another person w
> Saul sold goods to Bruce, warranting that the goods were of a specified quality. The goods were not of the quality warranted, however, and Saul knew this at the time of the sale. Bruce drew and delivered a check payable to Saul and drawn on Third Nationa
> On February 26, 2020, William Stem purchased a used BMW from Gary Braden for $26,600. Stem’s primary purpose for buying the car was to use it to drive his child to school and various activities. Braden indicated to Stem that the car had not been wrecked
> EarthWeb provided online products and services to business professionals in the information technology (IT) industry. EarthWeb operated through a family of Websites offering information, products, and services for IT professionals to use for facilitating
> Anna Feinberg began working for the Pfeiffer Company in 1972 at age seventeen. By 2010, she had attained the position of bookkeeper, office manager, and assistant treasurer. In appreciation for her skill, dedication, and long years of service, the Pfeiff
> On November 15, I. Sellit, a manufacturer of crystalware, mailed to Benny Buyer a letter stating that Sellit would sell to Buyer one hundred crystal “A” goblets at $100 per goblet and that “the offer would remain open for fifteen (15) days.” On November
> Michael, a minor, operates a one-man automobile repair shop. Anderson, having heard of Michael’s good work on other cars, takes her car to Michael’s shop for a thorough engine overhaul. Michael, while overhauling Anderson’s engine, carelessly fits an uns
> Leonard Wolfe was killed in an automobile accident while driving his Toyota Camry. The car was rendered a total loss, and Wolfe’s insurance carrier paid his estate $18,550 for damage to the vehicle. Under the terms of Wolfe’s will, any car owned at his d
> On December 23, Wyman, a lawyer representing First National Bank & Trust (defendant), wrote to Zeller (plaintiff) stating that he had been instructed to offer a building to Zeller for sale at a price of $240,000. Zeller had previously expressed an intere
> On March 10, John Carver executed his will, which was witnessed by William Hobson and Sam Witt. By his will, Carver devised his farm, Stonecrest, to his nephew, Roy White. The residue of his estate was given to his sister, Florence Carver. A codicil to h
> Grace Peterson, a never-married and childless woman, then age seventy-four, asked Chester Gustafson, a Minneapolis attorney, to draw a will for her. Gustafson, who had also probated Peterson’s sister’s estate, drew this first will and six subsequent will
> Barker operated a retail bakery, Davidson a drugstore, Farrell a food store, Gibson a gift shop, and Harper a hardware store in adjoining locations along one side of a single suburban village block. As the population grew, the business section developed
> On January 1, 2021, Davis and Hershey owned Blackacre as tenants in common. On July 1, 2021, Davis made a written contract to sell Blackacre to Grigg for $250,000. Pursuant to this contract, Grigg paid Davis $250,000 on August 1, 2021, and Davis executed
> Robert and Stanley held legal title of record to adjacent tracts of land, each consisting of a number of five acres. Stanley fenced his five acres in 1996, placing his east fence fifteen feet onto Robert’s property. Thereafter, he was in possession of th
> In 2009, Roy Martin and his wife, Alice, their son, Hiram, and Hiram’s wife, Myrna, acquired title to a 240-acre farm. The deed ran to Roy Martin and Alice Martin, the father and mother, as joint tenants with the right of survivorship, and to Hiram Marti
> Ames leased an apartment to Boor at $200 a month, pay- able the last day of each month. The term of the written lease was from January 1, 2020, through April 30, 2021. On March 15, 2020, Boor moved out, telling Ames that he disliked all the other tenants
> Decide and explain your decision for each of the following problems: a. A chimney sweep found a jewel and took it to a goldsmith, whose apprentice removed the stone and refused to return it. The chimney sweep sues the goldsmith. b. One of several boys wa
> On June 1, Cain delivered his 2013 automobile to Barr, the operator of a repair shop, for necessary repairs. Barr put the car in his lot on Main Street. The lot, which is fenced on all sides except along Main Street, holds one hundred cars and is unguard
> On July 15, Adler purchased in Chicago a Buick sedan, intending to drive it that day to St. Louis, Missouri. He telephoned a friend, Maruchek, who was in the insurance business, and told him that he wanted liability insurance on the automobile, limited i
> Lee Calan Imports advertised a used Volvo station wagon for sale in the Chicago Sun-Times. As part of the information for the advertisement, Lee Calan Imports instructed the newspaper to print the price of the car as $1,795. However, due to a mistake mad
> John Swan rented a safe deposit box at the Tenth Citizens Bank of Emanon, State ofX. On December 17, 2018, Swan went to the bank with stock certificates to place in the safe deposit box. After he was admitted to the vault and had placed the stock certifi
> Girard & Company, Certified Public Accountants, audited the financial statements included in the annual report submitted by PMG Enterprises, Inc., to the Secu- rities and Exchange Commission (SEC). The audit failed to detect numerous false and misleading
> Venable Corporation has 750,000 shares of common stock outstanding, which are owned by 2,640 shareholders. The assets of Venable Corporation are valued at more than $10 million. In March, Underhill began purchasing shares of Venable’s common stock in the
> Gooddecade manufactures and sells automobile parts throughout the eastern United States. Among its fulltime employees are 220 fourteen-and fifteen-year-olds. These teenagers are employed throughout the company and are paid an hourly wage rate of $5 per h
> Discuss when a limited partner does or does not have the following rights or powers: (a) to assign his interest in the limited partnership, (b) to receive repayment of loans made to the partnership on a pro rata basis with general creditors, (c) to ma
> Magnum Company produces 77 percent of the coal utilized in the United States. Coal provides 25 percent of all of the energy used in the United States. In a suit brought by the United States against Magnum for violation of the antitrust laws, what result?
> Z sells cameras to A, B, C, and D for $110 per camera. Y, one of Z’s competitors, sells a comparable camera to A for $101.50. Z, in response to this competitive pressure from Y, lowers its price to A to $101.50. B, C, and D insist that Z lower its price
> Discuss the validity and effect of each of the following: a. A, B, and C, manufacturers of stereos, orally agree that due to the disastrous, cutthroat competition in the market, they will establish a reasonable price to charge their purchasers. b. D, E,
> Jones, having filed locally an affidavit required under the assumed name statute, has been operating and advertising his exclusive toy store for twenty years in Centerville, Illinois. His advertising has consisted of large signs on his premises reading “
> B, a chemist, was employed by A, a manufacturer, to work on a secret process for A’s product under an exclusive three-year contract. A employed C, a salesperson, on a week-to-week basis. B and C resigned their employment with A and accepted employment in
> On May 5, Stewart Richardson (Seller) and Jasdip Properties SC, LLC (Buyer) entered into an agreement for the purchase of certain property in Georgetown, South Carolina, for $537,000. Buyer paid an initial earnest money deposit of $10,000, half of which
> Karen has filed a voluntary petition for a Chapter 7 proceeding. The total value of her estate is $35,000. Ben, who is owed $18,000, has a security interest in property valued at $12,000. Lauren has an unsecured claim of $9,000, which is entitled to a pr
> John Bunker has assets of $130,000 and liabilities of $185,000 owed to nine creditors. Nonetheless, his cash flow is positive, and he is making payment on all of his obligations as they become due. I. M. Flintheart, who is owed $22,000 by Bunker, files a
> Alex is a wage earner with a regular income. He has unsecured debts of $42,000 and secured debts owing to Betty, Connie, David, and Eunice totaling $120,000. Eunice’s debt is secured only by a mortgage on Alex’s house. Alex files a petition under Chapter
> Ross Corporation is a debtor in a reorganization proceeding under Chapter 11 of the Bankruptcy Code. By fair and proper valuation, its assets are worth $100,000. The indebtedness of the corporation is $105,000, and it has outstanding $100 par value prefe
> Rosinoff and his wife, who were business partners, entered bankruptcy. A creditor, Baldwin, objected to their discharge in bankruptcy on the grounds that a. the partners had obtained credit from Baldwin on the basis of a false financial statement; b. the
> A debtor went through bankruptcy under Chapter 7 and received his discharge. Explain which of the following debts were completely discharged and which will remain as future debts against him. a. A claim of $9,000 for wages earned within five months immed
> Jessica sold goods to Stacy for $2,500 and retained a security interest in them. Two months later, Stacy filed a voluntary petition in bankruptcy under Chapter 7. At this time, Stacy still owed Jessica $2,000 for the purchase price of the goods, the valu
> Bradley goes into bankruptcy under Chapter 7 owing $25,000 as wages to his four employees. There is enough in his estate to pay all costs of administration and enough to pay his employees, but nothing will be left for general creditors. Do the employees
> a. Benson goes into bankruptcy. His estate is not sufficient to pay all taxes owed. Explain whether Benson’s taxes are discharged by the proceedings. b. Benson obtained property from Anderson on credit by representing that he was solvent when in fact he
> Hannaford is a national grocery chain whose electronic payment processing system was breached by hackers as early as December 7, 2007. The hackers stole up to 4.2 million credit and debit card numbers, expiration dates, and security codes, but did not st
> Jones bought a used car from the A-Herts Car Rental Sys- tem, which regularly sold its used equipment at the end of its fiscal year. First National Bank of Roxboro had previ- ously obtained a perfected security interest in the car based upon its financin
> Aaron bought a television set for personal use from Penny. Aaron properly signed a security agreement and paid Penny $125 down, as their agreement required. Penny did not file, and subsequently Aaron sold the tele- vision for $800 to Clark, his neighbor,
> Anita bought a television set from Bertrum for her personal use. Bertrum, who was out of security agreement forms, showed Anita a form he had executed with Nathan, another consumer. Anita and Bertrum orally agreed to the terms of the form. Anita subseque
> On May 1, Lincoln lends Donaldson $200,000 and receives from Donaldson his agreement to pay this amount in two years and takes a security interest in the machinery and equipment in Donaldson’s factory. A proper financing statement is filed with respect t
> On September 5, Wanda, a widow who occasionally teaches piano and organ in her home, purchased an electric organ from Murphy’s music store for $4,800, trading in her old organ for $1,200 and promising in writing to pay the balance at $120 per month and g
> Finley Motor Company sells an automobile to Sara and retains a security interest in it. The automobile is insured, and Finley is named beneficiary. Three days after the automobile is totally destroyed in an accident, Sara files a petition in bankruptcy.
> Joanna takes a security interest in the equipment in Jason Store and files a financing statement claiming “equipment and all after acquired equipment.” Berkeley later sells Jason Store a cash register, taking a security interest in the register, and (a)
> On January 2, Burt asked Logan to loan him money “against my diamond ring.” Logan agreed to do so. To guard against intervening liens, Logan received permission to file a financing statement, and Burt and Logan signed a security agreement giving Logan an
> Diggitt Construction Company was the low bidder on a well-digging job for the Village of Drytown. On April 15, Diggitt signed a contract with Drytown for the job at a price of $40,000. At the same time, pursuant to the notice of bidding, Diggitt prevaile
> On June 1, Smith contracted with Martin doing business as Martin Publishing Company to distribute Martin’s newspapers and to account for the proceeds. As part of the contract, Smith agreed to furnish Martin a bond in the amount of $10,000 guaranteeing th
> Kasch and his brother owned M.W. Kasch Co. Kasch hired Skebba as a sales representative and over the years promoted him first to account manager; then to customer service manager, field sales manager, vice president of sales, senior vice president of sal
> Patrick Dillon applied for a $10,000 loan from Carlton Savings & Loan. Carlton required him to obtain a surety. Patrick approached Sinclair Surety Co., which insisted that Patrick provide it with a financial statement. Patrick did so, but the statement w
> Pamela Darden owed Clark $5,000 on an unsecured loan. On May 1, Pamela approached Clark for an additional loan of $3,000. Clark agreed to make the loan only if Pamela could obtain a surety. On May 5, Simpson agreed to be a surety on the $3,000 loan, whic
> Campbell loaned Perry Dixon $7,000, which was secured by a possessory security interest in stock owned by Perry. The stock had a market value of $4,000. In addition, Campbell insisted that Perry obtain a surety. For a premium, Sutton Surety Co. agreed to
> Stafford Surety Co. agreed to act as the conditional guarantor of collection on a debt owed by Preston Decker to Cole. Stafford was paid a premium by Preston to serve as surety. Preston defaults on the obligation. Explain what Cole’s rights are against S
> Paula Daniels purchased an automobile from Carey on credit. At the time of the sale, Scott agreed to be a surety for Paula, who is sixteen years old. The automobile’s odometer stated fifty-two thousand miles, but Carey had turned it back from seventy-two
> Peter Diamond owed Carter $500,000 secured by a first mortgage on Diamond’s plant and land. Stephens was a surety on this obligation in the amount of $250,000. After Diamond defaulted on the debt, Carter demanded and received payment of $250,000 from Ste
> Allen, Barker, and Cooper are cosureties on a $750,000 loan by Durham National Bank to Kingston Manufacturing Co., Inc. The maximum liability of the sureties is as follows: Allen, $750,000; Barker, $300,000; and Cooper, $150,000. If Kingston defaults on
> Victor sells to Bonnie a refrigerator for $600 payable in monthly installments of $30 for twenty months. Bonnie signs a security agreement granting Victor a security interest in the refrigerator. The refrigerator is installed in the kitchen of Bonnie’s a
> The Johnson Company, a corporation organized under the laws of State X, after proper authorization by the shareholders, sold its entire assets to the Samson Company, also a State X corporation. Ellen, an unpaid creditor of the Johnson Company, sues the S
> Mitchell, Nelson, Olsen, and Parker, experts in manufacturing baubles, each owned fifteen out of one hundred authorized shares of Baubles, Inc., a corporation in a State with an incorporation statute that does not permit cumulative voting. On July 7, 201
> Old Island Fumigation, Inc., fumigated buildings A and B of a condominium complex using Vikane gas. Buildings A and B, together with building C, form a U shape; buildings B and C have between them an atrium and were thought to be separated by an impenetr
> Almega Corporation, organized under the laws of State S, has outstanding twenty thousand shares of $100 par value nonvoting preferred stock calling for noncumulative dividends of $5 per year; ten thousand shares of voting preferred stock with $50 par val
> Paul Bunyan is the owner of noncumulative 8 percent preferred stock in the Broadview Corporation, which had no earnings or profits in 2019. In 2020, the corporation had large profits and a surplus from which it might properly have declared dividends. The
> Adam, Stanley, and Rosalind formed a partnership in State X to distribute beer and wine. Their agreement provided that the partnership would continue until December 31, 2024. Which of the following events would cause the ABC partnership to dissolve? If s
> Jason, who has extremely poor vision, went to an auto- mated teller machine (ATM) to withdraw $200 on February 1. Joshua saw that Jason was having great difficulty reading the computer screen and offered to help. Joshua obtained Jason’s personal identifi
> Jones drew a check for $1,000 on The First Bank and mailed it to the payee, Thrift, Inc. Caldwell stole the check from Thrift, Inc.; chemically erased the name of the payee; and inserted the name of Henderson as payee. Caldwell also increased the amount
> As payment in advance for services to be performed, Acton signed and delivered the following instrument: December 1, 2021 LAST NATIONAL BANK MONEYVILLE, STATE X Pay to the order of Olaf Owen $10,500.00 Ten Thousand Five Hundred Dollars for services to be
> On April 1, Moore gave Pipkin a check properly drawn by Moore on Zebra Bank for $5,000 in payment of a painting to be framed and delivered the next day. Pipkin immediately indorsed the check and gave it to Yeager Bank as payment in full of his indebtedne
> Jones, a food wholesaler whose company has an account with City Bank in New York City, is traveling in California on business. He finds a particularly attractive offer and decides to buy a carload of oranges for delivery in New York. He gives Saltin, the
> Assume that Dinah draws a check on Oxford Bank, payable to the order of Pam; that Pam indorses it to Amy; that Amy deposits it to her account in Houston Bank; that Houston Bank presents it to Oxford Bank, the drawee; and that Oxford Bank dishonors it bec
> Tom Jones owed Bank of Cleveland $10,000 on a note due November 17, with 1 percent interest due the bank for each day delinquent in payment. Jones issued a $10,000 check to Bank of Cleveland and deposited it in the night vault the evening of November 17.
> The MacGilvray Shiras was a ship owned by the Kinsman Transit Company. During the winter months, when Lake Erie was frozen, the ship and others moored at docks on the Buffalo River. As oftentimes happened, one night an ice jam disintegrated upstream, sen
> Howard Harrison, a longtime customer of Western Bank, operates a small department store, Harrison’s Store. Because his store has few experienced employees, Harrison frequently travels throughout the United States on buying trips, although he also runs th
> Advanced Alloys, Inc., issued a check in the amount of $2,500 to Sergeant Steel Corporation. The check was presented for payment fourteen months later to the Chase Manhattan Bank, which made payment on the check and charged Advanced Alloy’s account. Can
> On July 21, Boehmer, a customer of Birmingham Trust, secured a loan from that bank for the principal sum of $5,500 to purchase a boat allegedly being built for him by A.C. Manufacturing Company, Inc. After Boehmer signed a promissory note, Birmingham Tru
> On November 9, Jane Jones writes a check for $5,000 payable to Ralph Rodgers in payment for goods to be received later in the month. Before the close of business on November 9, Jane notifies the bank by telephone to stop payment on the check. On December
> Jack stole a check made out to the order of Bertha. Jack forged Bertha’s name on the back and made the instrument payable to himself. Jack then transferred the check to Sun for cash by signing his name on the back of the check in Sun’s presence. Sun was
> On July 1, Anderson sold D’Aveni, a jeweler, a necklace containing imitation gems, which Anderson fraudulently represented to be diamonds. In payment for the necklace, D’Aveni executed and delivered to Anderson her promissory note for $25,000 dated July
> In payment of the purchase price of a used motorboat that had been fraudulently misrepresented, Young signed and delivered to Armstrong his negotiable note in the amount of $2,000 due October 1, with Selby as an accommodation co-maker. Young intended to
> Alpha orally appointed Omega as his agent to find and purchase for him a 1930 Dodge automobile in good condition, and Omega located such a car. Its owner, Roe, agreed to sell and deliver the car on January 10, 2021, for $9,000. To evidence the purchase p
