Business Law - 972 Words

THE LAW OF BUSINESS ORGANIZATIONS CHAPTER 4 – Piercing the Corporate Veil Minne B Berkey v Third Avenue Railway Company Overview: This is a New York Court of Appeals decision in 1926 adjudicated by the legendary Justice Cardozo. In this seminal case on ‘piercing the corporate veil’, the Court of Appeals finds in favor of the Defendant, Third Avenue Railway Company. The Court holds that Third Avenue, the parent company of Forty-second Street Company, which operated a rail line upon which the Plaintiff was injured, was not liable for the torts of the subsidiary. Even though the defendant owned all the stock of the subsidiary and controlled its Board of Directors, the degree of domination over the subsidiary was not considered†¦show more content†¦The trial court affirmed the Appellate Division’s refusal to pierce the corporate veil finding that Westerlea and Defendant acted as two separate corporations at all times. Issue: Can a business be incorporated for the very purpose of escaping personal liability? Held: The Appellate and trial court decisions were affirmed and the Court found for the Defendant. The Court held that ‘piercing the corporate veil’ is invoked to ‘prevent fraud or to achieve equity’. In this case the Court found no evidence of fraud, misrepresentation nor illegality. Although the defendant controlled Westerlea’s affairs, Westerlea maintained an outward appearance of aDseparate corporate identity at all times. Further, the creditors were not misled, there was no fraud, and Defendant performed no act to cause injury to the creditors of Westerlea by depletion of assets or otherwise. Discussion: The dissent argued that the corporate veil should be pierced in this case. †¨The argument was that Westerlea was organized solely to benefit Defendant, not to operate as a separate entity. Westerlea did not have a separate corporate identity because it was Defendant’s wholly owned subsidiary that had the same directors and management as Defendant. Westerlea was undercapitalized because Defendant provided Westerlea with small capital and Westerlea maintained insufficient funds to cover the cost of building the homes. Westerlea’s purposeShow MoreRelatedBusiness Law And Ethics : Backoffice Business Brief1862 Words   |  8 Pages Running head: BACKOFFICE BUSINESS BRIEF 1 Business Law and Ethics BackOffice Business Brief Patten University BACKOFFICE BUSINESS BRIEF 2 Constitutional Rights and Guarantees BackOffice is a new startup business that will provide potential clients with an application (app) that woul d automate certain business functions. BackOffice will be selling the app to certain business clients that will use it to facilitate their customers’ transactions. It is important that the owner of this companyRead MoreLegal Underpinnings of Business Law Essay609 Words   |  3 PagesLegal Underpinnings of Business Law OMM 670: Legal Environment February 25, 2013 Legal Underpinnings of Business Law Business | Type of Business | Liability Exposure | Compare | Contrast | Tinker’s Home Security Service | Sole proprietorship | Unlimited | Monetary rewards are from both the Proprietor amp; business | Sole Liability | Tinker amp; Tailor’s Home Security Service | General partnership | Unlimited | All partners are responsible whether silent or active | If you areRead MoreLaw 531 Business Forms Worksheet1386 Words   |  6 Pagesï » ¿University of Phoenix Material Business Forms Worksheet There are seven forms of business: sole proprietorship, partnership, limited liability partnership, limited liability company (including the single member LLC), S Corporation, Franchise, and Corporation. 1. Research and provide three advantages and three disadvantages for each business form. 2. Provide a 100- to 200-word summary in which you provide an example business that you would start for each form. What is legally necessary toRead MoreBusiness Law3143 Words   |  13 Pages2012 – OCTOBER SEMESTER 2012 STUDENT NAME: CHU THI HONG TUYEN ID No.: 2448481 BMLW5103 – BUSINESS LAW ASSIGNMENT Question 1 Discuss the enforceability of an agreement which lacks consideration. Using legal authorities (relevant statutes and cases) to support your discussion. Answer: A valid contract is an agreement made between two or more parties that creates rights and obligations that are enforced by law. What does the consideration mean? And what does it effect to the agreement? 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Under civil law, two parties here had signed a civil contract in writing. Because the contract failed to specify clearly front or rearRead MoreBusiness Law Development Of Mongolia2212 Words   |  9 PagesCourse Paper Myagmarsuren Jargal International American University BUS 540: Business Law for Managers Flavia LLoyd June 28, 2015 Business Law Development Issues in Mongolia Mongolia is a developing country, which is encountering challenges to develop modern business law. During the twentieth century, Mongolia had been a socialist country and developed almost fifty years of non-private property regime. However, the end of the twentieth century, the country changed its regime to democraticRead MoreBusiness Law1345 Words   |  6 PagesQn 1: Whether James can hold the Happy Holiday Hotel for the loss of his property under the common law? The issue of this case will be whether James can hold Happy Holiday Hotel responsible for the loss of his property notwithstanding the exemption clause found in the hotel rooms. Under the Exemption Clauses in Common Law, it states that in order for this clause to be valid, the clause must be included in the contract when the contract is made. If there is any attempt to include it in after theRead MoreBusiness Law1088 Words   |  5 Pagesconditional constitute consideration? Yes, such a promise consideration even if the condition is unlikely to occur. 3. What is the general rule about the adequacy of consideration? The adequacy of the consideration is irrelevant because the law does not prohibit bargains. 5. Is there consideration when a secured note for a lesser amount is given and accepted in discharge of an unsecured note for a greater amount? Explain. No, because if a secured not for a lesser amount is given andRead MoreBusiness Law2474 Words   |  10 Pagesnature of liability in negligence amp; (3.3) Explain how a business can be vicariously liable 4 (4.1) Apply the elements of the tort of negligence and defences in the above different business situations for the legal officer who is assigned to VJSC amp; (4.2) Apply the elements of vicarious liability in above different business situations for the legal officer who is assigned to VJSC 8 Conclusion 11 References 12 Introduction Law plays important roles to protect benefits, obligations and