Question: Alan Waung, a Hong Kong businessperson, purchased

> The Official Comment to § 3-420 states that delivery of an instrument occurs when it “comes into the payee’s possession, as for example when it is put into the payee’s mailbox.” Constructive delivery had occurred with the delivery to the mailbox. While C

> Lawrence D. Polizzotto, a former vice president at First Solar Inc., spoke in one-on-one phone calls with some analysts and investors. He stated that the company was unlikely to receive a much-anticipated loan guarantee from the U.S. Department of Energy

> Birt was a hospital patient. The doctor who treated him was a shareholder of a professional corporation organized under the Indiana Medical Professional Corporation Act. Birt claimed that the doctor who treated him was guilty of malpractice, and he sued

> Linhart owned shares of stock in First National Bank. She borrowed money from the bank and pledged the stock as security. She later decided to transfer 70 head of cattle and the shares of stock to her son, but she could not deliver the share certificate

> On March 3, 2002, pursuant to a public offering, First All State Trucking Corp. (FAST) issued securities to investors in denominations of $1,000. The interest rate was 7 percent per year payable semiannually, and the maturity date was March 3, 2010. The

> Ibanez owned shares of stock in Farmers Underwriters. He left the stock certificate lying on top of his desk in his office. Many persons continually passed through the office, and one day Ibanez realized that someone had taken the certificate from the to

> Ed Klein was the sole shareholder, director, and chief executive officer of The Gun Exchange, Inc., a retail firearms dealership. The inventory of The Gun Exchange had been pledged as security for a $622,500 debt owed to InterFirst Bank. It also owed $23

> Bernie and Phil’s Great American Surplus store placed an ad in the Sunday Times stating, “Next Saturday at 8:00 A. M. sharp, 3 brand new mink coats worth $5,000 each will be sold for $500 each! First come, first served.” Marsha Lufklin was first in line

> Gladys Boles and 28 other owners of property at Hidden Valley Lakes Development sued the corporate developer, National Development Co. Inc. (NDC); NDC ’ s parent, Sunstates Corporation; and the individual behind both corporations, Clyde Engle, for breach

> Ken and Charlotte Maschmeier were the majority shareholders of Southside Press; each owned 1,300 shares. Marty and Larry Maschmeier, who each owned 1,200 shares of the corporation, had a falling out with Ken and Charlotte and were terminated as employees

> U.S. Die Casting, Inc., is a closely held Ohio corporation that owns 5 percent of Security First Corporation, a Delaware corporation. David Slyman is the president of U.S. Die and its sole shareholder. The defendant, Security First, entered into a merger

> In January 1998, Allied Capital Partners, L.P., and American Factors Corporation were in the business of factoring accounts receivable for third-party cli- ents. Allied assigned its factoring contract with Complete Design, Inc., to American but retained

> The stock of West End Development Co. was subject to a transfer restriction. This restriction required that any shareholder selling shares first offer every other shareholder the right to purchase a proportion of the shares being sold. The proportions we

> Equivest, a partnership, owned 10,000 shares of Altec International, Inc. Equivest pledged these shares to secure loans by Lloyds Bank. Sometime after pledging the stock, Equivest transferred beneficial ownership of 350 shares of Altec stock to Thorn Hof

> Tomlinson and Hubbard were two of five share- holders in Multimedia Software Distributors, a corporation. The corporation was formed in 1992 and filed for bankruptcy in 1994. In 1996, Tomlinson filed a claim in his own name, alleging that Hubbard had bre

> Six members of the Weston family, who owned 6.8 percent of the stock of Weston Paper and Manufacturing Company, brought suit against three corporate directors and CFIS, a firm hired by the company to make the annual evaluation of the company ’ s stock fo

> Monica Beam, a shareholder of Martha Stewart Living Omnimedia, Inc. (MSO), filed a derivative action against Martha Stewart and the other MSO board of directors, alleging that Stewart breached her duties to MSO by illegally selling ImClone stock and mish

> Ronald Naquin, an employee of Air Engineered Systems & Services, Inc., owned one-third of its outstanding shares. After six years, he was fired and an offer was made to buy out his interest in Air Engineered at a price that Naquin thought inadequate. He

> Siebrecht organized Siebrecht Realty Co., a corporation, and then transferred his building to the corporation in exchange for its stock. The corporation rented different parts of the building to different tenants. Elenkrieg, an employee of one of the ten

> On August 15, 2003, Wilbert Heikkila signed an agreement with Kangas Realty to sell eight parcels of Heikkila’s property. On September 8, 2003, David McLaughlin met with a Kangas agent who drafted McLaughlin’s offer to purchase three of the parcels. McLa

> Sullivan sold t-shirts with the name Boston Marathon and the year of the race imprinted on them. The Boston Athletic Association (BAA) sponsors and administers the Boston Marathon and has used the name Boston Marathon since 1917. The BAA registered the n

> On August 19, 1980, Joan Ioviero injured her hand when she slipped and fell while leaving the dining room at the Hotel Excelsior in Venice, Italy. This hotel was owned by an Italian corporation, Cigahotels, S.p.A. (The designation S.p.A. stands for Socie

> Smith made a contract to sell automatic rifles to a foreign country. Because the sale of such weapons to that country was illegal under an act of Congress, the U.S. government prosecuted Smith for making the contract. He raised the defense that because t

> Adams and two other persons were promoters for a new corporation, Aldrehn Theaters Co. The promoters retained Kridelbaugh to perform legal services in connection with the incorporation of the new business and promised to pay him $1,500. Aldrehn was incor

> The Seabrook Island Property Owners Association, Inc., is a nonprofit corporation organized under state law to maintain streets and open spaces owned by property owners of Seabrook Island. Seabrook Island Co. is the developer of Seabrook Island and has m

> Madison Associates purchased control of the majority of shares of 79 Realty Corp. from the Kimmel- mans and the Zauders, who then resigned as directors. The Alpert group, which owned the remaining 26 percent of 79 Realty refused to sell their shares. Par

> Emmick was a director and shareholder of Colonial Manors, Inc. (CM). He organized another corporation named Oahe Enterprises, Inc. To obtain shares of the Oahe stock, Emmick transferred CM shares arbitrarily valued by him at $19 per share to Oahe. The CM

> The Community Youth Center (CYC) Corporation failed to pay its annual registration fee in 2000 and was automatically dissolved by the state corporation commission. CYC continued to operate and held itself out as a corporation well into 2005 when it obtai

> Richard Ramlall was hired by CloseCall (MD) Inc. to negotiate a billing dispute with Verizon involving some $2 million in asserted overcharges. CloseCall (MD) agreed to a contingent fee “ bonus ” for its negotiators of 10 percent of the refund. The negot

> On January 27, 1982, Joe Walker purchased a wheel- loader machine from Thompson & Green Machinery Co. (T&G). Walker signed a promissory note for $37,886.30 on behalf of “ Music City Sawmill, Inc., by Joe Walker, President. ” When Sawmill was unable to

> Compare and contrast consolidations, mergers, and conglomerates.

> Clinton Investors Company, as landlord, entered into a three-year lease with the Clifton Park Learning Center as tenant. The lease was executed by Bernie Watkins who represented himself as the treasurer of the Learning Center. On May 31, 1984, the day be

> L. B. Foster invited Tie and Track Systems Inc. to submit price quotes on items to be used in a railroad expansion project. Tie and Track responded by e- mail on August 11, 2006, with prices for 9 items of steel ties. The e-mail concluded, “The above pri

> Michael Sykes, the president of Sykes Corp., hired Richard Amelung to handle the company ’ s book- keeping and deal with all of its vendors. Amelung entered into an agreement with East- ern Metal Supply to help reduce Sykes ’ s debt to Eastern. Whenever

> Edwin Edwards and Karen Davis owned EEE, Inc., which owned three convenience stores, all of which sold gasoline. Reid Ellis delivered to the three convenience stores $26,675.02 worth of gasoline for which he was not paid. Ellis proved that Edwards and Da

> William Sullivan was ousted from the presidency of the New England Patriots Football Club, Inc. Later, he borrowed $5,348,000 to buy 100 percent control of the voting shares of the corporation. A condition of the loan was that he reorganize the Patriots

> North Pole, Inc., approved a plan to merge with its subsidiary, Santa ’ s Workshop, Inc. The merger plan provided that certain of Workshop ’ s shareholders would receive $3.50 per share. The highest independent appraisal of the stock was $4.04 per share.

> Peter Kertesz formed an LLC and operated it in South Florida under the business name “ Mourning Flowers. ” The LLC specialized in the sale of flowers to funeral homes. Although Kertesz was initially the only member and manager, he ultimately granted owne

> Ralph and Maureen K. Hagan (collectively Hagan) owned the Stuart Court Apartments in Richmond, Virginia. On April 30, 1994, Hagan executed an agreement with Adams Property Associates, Inc. (Adams), giving Adams the exclusive right to sell the property fo

> Jerome Micco was a major shareholder and corporate officer of Micco and Co., Inc., which was a limited partner in Harbor Creek, Ltd., a limited partnership formed to build a condominium complex. Hommel, an electrical contractor, was the successful bidder

> Hacienda Farms, Ltd., was organized as a limited partnership with Ricardo de Escamilla as the general partner and James L. Russell and H. W. Andrews as limited partners. The partnership raised vegetables and truck crops that were marketed principally thr

> John and Amelia have general commitments from a number of individuals to invest in their Sproondrift Cove Club golf course and distinctive residential community in Duval County. John wants to form a limited partnership. He realizes that every limited par

> Don Mason and Beth Daley were managers and members of Pacific Beach Developers, LLC (PBD), a start-up real estate development company focusing on rehabilitating older properties for increased rental values and possible resale. Daley made a contract with

> Hurwitz and Padden practiced law as equal partners for a short period of time before converting to an LLC. Some three years later, Padden informed Hurwitz that he intended to leave the firm. When they could not agree on how to divide $200,000 in fees rel

> When claims filed with an insurance company were approved for payment, they were given to the claims clerk, who would prepare checks to pay those claims and then give the checks to the treasurer to sign. The claims clerk of the insurance company made a n

> Ackerley Media Group, Inc., claimed to have a three- season advertising Team Sponsorship Agreement (TSA) with Sharp Electronics Corporation to pro- mote Sharp products at all Seattle Supersonics NBA basketball home games. Sharp contended that a valid agr

> Sabastian Hafner joined a start-up business with a business plan focused on making breads without common food allergens, such as wheat, yeast, dairy, and gluten, to be marketed in a major metropolitan area. The five founders of the business, including Sa

> Gilroy, Sims & Associates, Ltd., was a limited partnership engaged in real estate development. The original general partners were Richard Gilroy and William Sims. Thomas Green and John Murphy, Jr., were listed as limited partners, along with certain othe

> Kate Haley, an experienced builder, formed a limited partnership in August 2011, along with two limited partners, Drs. Growbioski and Gailen, who each provided $100,000 to the partnership for initial capital for the construction of a medical office build

> Thomas Banner assigned his voting rights and his right to receive distributions in the Hut at Avon, LLC, to Elizabeth Condo as part of a divorce settlement. When the other members of the Hut Group, Thomas Connors and George Roberts, learned of the unappr

> What is the principal advantage of an LLP over an LLC?

> Thomas Smith and Jackie Lea were partners in the logging business. In January 1981, they joined Gordon Redd and went into business running a sawmill, calling the business Industrial Hardwood Products (IHP). Smith and Lea used their logging equipment at t

> Leland McElmurry was one of three partners of MHS Enterprises, a Michigan partnership. Commonwealth Capital Investment Corp. sued the partnership and obtained a judgment of $1,137,285 against it, but the partnership could not pay the judgment. Commonweal

> Ross, Marcos, and Albert are partners. Ross and Marcos each contributed $60,000 to the partnership; Albert contributed $30,000. At the end of the fiscal year, distributable profits total $150,000. Ross claims $60,000 as his share of the profits. Is he en

> Allstate Insurance Company issued a check payable to “ Chuk N. Tang & Rosa C. Tang HWJT ” with “ Bank of America ” on the second line and the following explanation on the front of the check: “ Settlement of our rental dwelling loss caused by fire on 11/2

> Friedman, the “ O ” Street Carpet Shop, Inc., and Langness formed a partnership known as NFL Associates. “ O ” Street Carpet ’ s net contribution to capital was $5,004; Langness contributed $14,000 in cash; and Friedman contributed his legal services, on

> Buster Cogdill, a real estate developer, made an offer to the Bank of Benton to have the bank provide construction financing for the development of an outlet mall, with funds to be provided at prime rate plus two percentage points. The bank’s president J

> Thomas Bartomeli decided to leave his employment to join his brother Raymond full-time in a small construction company. The brothers each contributed individual assets to the company and worked together to acquire equipment with both signing notes join

> After graduating from Vanderbilt University with a degree in economics, James Pettes worked for Video Magic, a video rental business. In 1987, Dr. Gordon Yukon, a pediatrician, wanted to invest in a two- store video business called Rent-a-Flick. One stor

> Samuel Shaw purchased a ticket through Delta Airlines to fly a “ Delta Connection ” flight on Sky- West Airlines to Elko, Nevada. He was seriously injured when the SkyWest plane crashed near Elko. SkyWest ’ s relationship with Delta was a contractual bus

> Calvin Johnson and Rudi Basecke did business as the Stockton Cheese Co., a partnership, which owned a building and equipment. The partners agreed to dissolve the partnership but never got around to completing the winding-up process. Calvin continued to u

> Amy Gargulo and Paula Frisken operated as a partnership Kiddies Korner, an infants ’ and children ’ s clothing store. They operated the business very successfully for three years, with both Paula and Amy doing the buying and Paula keeping the books and p

> Baxter, Bigelow, Owens, and Dailey were partners in a New York City advertising agency. Owens, who was in poor health and wanted to retire, advised the partners that she had assigned her full and complete interest in the partnership to her son, Bartholom

> Ray, Linda, and Nancy form a partnership. Ray and Linda contribute property and cash. Nancy contributes only services. Linda dies, and the partnership is liquidated. After all debts are paid, the surplus is not sufficient to pay back Linda ’ s estate and

> Mason and Phyllis Ledbetter operated a business in Northbrook, Illinois, as a partnership called Ledbetters ’ Nurseries that specialized in the sale of garden lilies. The grounds of the nurseries were planted with numerous species of garden lilies, and h

> Snug Harbor Realty Co. had a checking account in First National Bank. When construction work was obtained by Snug Harbor, its superintendent, Magee, would examine the bills submitted for labor and materials. He would instruct the bookkeeper which bills w

> St. John Transportation Co., a corporation, made a contract with the partnership of Bilyeu and Herstel, contractors, by which the latter was to construct a ferryboat. Herstel, a member of the firm of contractors, executed a contract in the firm name with

> Summers and Dooley formed a partnership to collect trash. Summers became unable to work and he hired a third man to do his work and paid him out of his personal funds. Summers suggested to Dooley that the third man be paid from the partnership funds, but

> Wheeler operated an automobile service station, which he leased from W. C. Cornitius, Inc. The lease ran for three years. Although the lease did not contain any provision for renewal, it was in fact renewed six times for successive three-year terms. The

> Two brothers, Eugene and Marlowe Mehl, formed a partnership to operate the family farm. One year, Eugene Mehl withdrew $7,200 from the partnership account and bought the Dagmar Bar. The warranty deed and the liquor license to the bar were obtained in the

> Wolf, King, and others sold business “ opportunities ” in vending machines by taking out ads in newspapers throughout the country. When individuals responded, telemarketers called “ fronters ” would tell them of false earnings estimates, and those who co

> In July 2008 Miller Brewing Co. and Coors Brewing Co. formed a joint venture to better compete with the dominant beer manufacturer, Anheuser Busch. The venture was named “ MillerCoors LLC. ” Under the joint venture agreement, Miller Brewing Co. and Coors

> H.C. Blackwell Co. held a franchise from Kenworth Truck Co. to sell its trucks. After 12 years, the franchise was nearing expiration. Kenworth notified Blackwell that the franchise would not be renewed unless Blackwell sold more trucks and improved its b

> Donald Salisbury, William Roberts, and others purchased property from Laurel Chapman, a partner of Chapman Realty, a franchisee of Realty World. The purchasers made payments directly to Laurel Chap- man at the Realty World office, and Chapman was to make

> Brenner was in the scrap iron business. Almost daily, Plitt lent Brenner money with which to purchase scrap iron. The agreement of the parties was that when the scrap was sold, Plitt would be repaid and would receive an additional sum as compensation for

> The Girl Scouts of the United States (GSUSA) is led by the National Council. Local councils are governed by their own independent board of directors and employ their own officers and professional staff and are responsible for their own financial health.

> What would happen if an employee directed funds to his or her account electronically? Would the UCC rules on fictitious payees apply? [ Koss Corp. v. American Exp. Co ., 309 P.3d 898 (Ariz. App.)]

> Food Caterers of East Hartford, Connecticut, obtained a franchise from Chicken Delight to use that name at its store. Food Caterers agreed to the product standards and controls specified by the franchisor. The franchise contract required the franchisee t

> Goodward, a newly hired newspaper reporter for the Cape Cod News , learned that the local cranberry growers had made an agreement under which they pooled their cranberry crops each year and sold them at what they determined to be a fair price. Goodward b

> The Kawasaki Shop of Aurora, Illinois (dealer), advised Kawasaki Motors Corp. (manufacturer) that it intended to move its Kawasaki franchise from New York Street to Hill Avenue, which was in the same market area. The Hill Avenue location was also the sit

> A. H. Zehmer discussed selling a farm to Lucy. After a 40-minute discussion of the first draft of a contract, Zehmer and his wife, Ida, signed a second draft stating: “ We hereby agree to sell to W. O. Lucy the Ferguson farm complete for $50,000 title sa

> The Armory Committee was composed of officers from various National Guard units. It organized a New Year ’ s Eve dance at a charge of $2 per person to defray costs. Perry, along with others, was a member of the Armory Committee. Libby was a paying guest

> For a five-year period, Laurie Henry worked for James Doull, the owner of four Taco Bell franchises. During that time, she had an affair with Doull. He was the father of her two illegitimate children. Enraged over a domestic matter, Doull physically assa

> A woman claimed that she was sexually harassed by a male coworker at the franchisee ’ s pizza store. She sued not only the harasser and the franchisee but also the franchisor, Domino ’ s, claiming that the franchisor was the employer of those working for

> Katherine Apostoleres owned the rights to Dunkin ’ Donuts franchises in Brandon and Temple Terrace, Florida. The franchisor offered all its franchisees the right to renew their existing franchise agreements if they agreed to abide by advertising decision

> Jerome, Sheila, Gary, and Ella agreed to purchase a tract of land and make it available for use as a free playground for neighborhood children. They called the enterprise Meadowbrook Playground. Jerome and Gary improperly hung one of the playground swing

> Morris Friedman was president of Tiny Doubles International, Inc. He sold business opportunities for Tiny Doubles Studios, which made small photo- graphic statues of people for customers. Friedman was the primary negotiator with prospective buyers of the

> Would a bank be liable to a customer who indorsed a check “ For deposit only into account #071698570 ” if that check were deposited into the wrong account? What if the customer ’ s indorsement was “ For deposit only ” ? Would any account qualify? Would a

> Marcia Saxton worked for Jerry Richardson, a supervisor at AT&T ’ s International Division. Richardson made advances to Saxton on two occasions over a three-week period. Each time Saxton told him she did not appreciate his advances. No further advances w

> Mazir Coleman had driven a school bus for the Casey County, Kentucky, Board of Education for four years. After that time, Coleman ’ s left leg had to be amputated. Coleman was fitted with an artificial leg and underwent extensive rehabilitation to relear

> Following a decline in cigarette sales, L & M, Inc., hired J. Gfeller as vice president of sales and charged him to turn around the sales decline. After receiving an analysis of the ages of sales personnel and first-line management, Gfeller and his assis

> Della Janich was employed as a matron at the Yellowstone County Jail in Montana. The duties of the position of matron resemble those of a parallel male position of jailer. Both employees have the responsibility of booking prisoners, showering and dressin

> Maria Cantu was a special education teacher under a one-year contract with the San Benito School district for the 1990 – 1991 school year. On Saturday, August 18, just weeks before fall-term classes were to begin, she hand delivered a letter of resignati

> Connie Cunico, a white woman, was employed by the Pueblo, Colorado, School District as a social worker. She and other social workers were laid off in seniority order because of the district ’ s poor financial situation. However, the school board thereaft

> John Chadbourne was hired by Raytheon on February 4, 1980. His job performance reviews were uniformly high. In December 1983, Chadbourne was hospitalized and diagnosed with AIDS. In January 1984, his physician informed Raytheon that Chadbourne was able t

> Manuel Fragante applied for a clerk ’ s job with the city and county of Honolulu. Although he placed high enough on a civil service eligibility list to be chosen for the position, he was not selected because of a perceived deficiency in oral communicatio

> A teenage female high school student named Salazar was employed part-time at Church ’ s Fried Chicken Restaurant. Salazar was hired and supervised by Simon Garza, the assistant manager of the restaurant. Garza had complete supervisory powers when the res

> Overton suffered from depression and was made sleepy at work by medication taken for this condition. Also, because of his medical condition, Overton needed a work area away from public access and substantial supervision to complete his tasks. His employe

> Michael Sykes, the president of Sykes Corp., hired Richard Amelung to handle the company ’ s book- keeping and deal with all of its vendors. Amelung entered into an agreement with East- ern Metal Supply to help reduce Sykes ’ s debt to Eastern. Whenever

> Master Homecraft Co. received a promissory note with a stated face value from Sally and Tom Zimmerman. The note was payment for remodeling their home and contained unused blanks for installment payments but contained no maturity date. When Master Homecra