Joan and Don case
Joan and Don own "Hot Diggety Dogs," (HDD) a vending cart business which sells gourmet hot dogs on the Streets of Richmond, Virginia. The partners operate four hot dog carts scattered at various points in the Downtown area close to the office and retail shops. They have a vendor's license from the City to operate their business. HDD is very successful. Their best selling gourmet dog, "The French Doogle," is so popular that it was the subject of a Food Network, "Show Down" with Iron Chef, Bobby Flay. The, "French Doogle," won the competition. Joan and Don are understandably, very proud of their products.
In addition, while Joan and Don where busy with the festival happenings. Jack, signed three new HDD franchise contracts, and took deposits totaling fifty thousand dollars. Upon his arrival back in Richmond he finds out the problems with the festival and wants out of the partnership. He feels his partners did not include him in their decision-making and that he should not have to pay for their mistakes. He does inform them of the franchise agreements. However, he also informs them that he is leaving with the fifty thousand dollars he collected from the companies, because it is the same amount he put in to the business.
Joan and Don look to you for advice. They have come with the following list of questions for you to answer:
MULTIPLE CHOICE:
1. If the law suits are successful against HDD will Jack have to pay too?
1. No, because he didn't get to vote on the decision to participate in the festival.
2. No, because no one knew that he had become a partner.
3. Yes, only to the extent of his fifty thousand dollar contribution.
4. Yes, because an incoming partner is personally liable for debts and obligations incurred by the partnership after becoming a partner.
2. Does the fact that there is no written partnership agreement for HDD mean that no partnership exists?
1. No, a partnership may be oral or written.
2. No, a partnership can be implied by the actions of the party toward others.
3. Yes, because no one on the outside can tell if they are partners or not.
4. Both a and b
3. If the law suits are successful, and if HDD does not have enough money to pay for what has been ordered, do the partners have to personally pay the difference?
1. No, because the partnership is considered a person in the eyes of the law and the partners are not personally liable for what the partnership does.
2. Yes, partners are both jointly and severally liable for torts against third parties.
3. Yes, they will each be equally liable for torts against third parties.
4. Yes, because partners are jointly liable for debts of the partnership.
4. Joan and Don feel that they should not be responsible for the customer's damages, because they told all HDD employees never to leave the hot dog boxes lying around the cart. Will this fact get them off the hook?
1. No, because as an agent of HDD the employee's actions are deemed their actions.
2. No, because the act was committed within the scope of employment.
3. Yes, because the employee was acting outside the scope of employment by not adhering to the rules.
4. Both a and b
5. Joan and Don do not want to continue with the Franchise business with Jack gone. Is it possible for them to get out of the contracts by claiming they did not know Jack was making them?
1. Yes, because they can show how busy they were at the Festival.
2. Yes, because they can show that they did not authorize Jack to make the contracts.
3. No, because partners are agents of each other and the partnership.
4. No, because contracts entered into on behalf of the partnership are binding on the partnership.
SHORT ANSWER:
Instructions: In six to eight sentences explain your answers to the following questions.
Joan and Don are also concerned about their contract with Salvo Foods. They would like to know if they can get reimbursed for the forty-five hundred dollars of business they lost and the money they paid Salvo for the buns and delivery. Under the UCC explain two of the best warranty theories that would help HDD to recover there losses.
ESSAY:
Instructions: Frame a complete definition of the legal question asked and explain how the law applies to the facts. Suggested length is two to three paragraphs
Joan and Don still have a very major concern left to ask you about. They can not continue doing business without a repeal of the city ordinance which has caused them to receive several citations from the city of Richmond. They want to fight the City and go to court with the citations. They feel that the ordinance is in violation of the constitutional right to do business and that were not even given a chance to protest the law. Do you agree? Define the constitutional law theory that would help Joan and Don to defeat the law and its application to their business. Make sure that you are complete in your analysis by incorporating any tests or defenses that may apply.