This is the page for Caroline Bradley’s Business Associations class at the University of Miami. The Casebook for this class is Linda O Smiddy & Lawrence A Cunningham, Corporations and Other Business Organizations: Cases, Materials, Problems, Eighth Edition, 2014.
I have moved material which was previously on this page to the Archive page.
WEEK 3: January 26-30 For next week please read to page 151 of the casebook.
On Monday we will finish discussing Meinhard v Salmon and think about whether the result in the case would be different under RUPA §404 (Fl. Statutes §620.8404). We will also consider this statute in the Enea case. In terms of predicting our likely progress I suggest that for Monday you read to page 107, for Wednesday to page 139 and for Thursday to page 151.
January 23: Note on remedies for breach of the duty of loyalty. Consider this excerpt from the decision in Lake Treasure Holdings Ltd v Foundry Hill GP LLC (Del. Ch. 2014):
The plaintiffs proved that Taylor breached his duty of loyalty by transferring the software and that Klee aided and abetted the breach. Yet the defendants convinced me at trial that the ostensibly valuable trading software actually was a simplistic arrangement of public domain components and concepts. Given that Taylor and Klee acted as if the software had substantial value, I approached trial skeptical of their strategy. Nevertheless, their expert cogently explained how anyone with moderate skill with computers and basic knowledge of trading could reproduce the software using retail programs and sources freely available on the internet. Despite Taylor and Klee’s earlier belief to the contrary, the software did not have any value as intellectual property. The software had not generated any trading profits for the defendants, so there was nothing to disgorge, and the evidence convinced me that the software was not likely to produce trading profits in the future. Consequently, this decision awards nominal damages of $1.00 on the claims for breach of fiduciary duty and aiding and abetting.
January 22: Agency law note – the Second Circuit held this week in In Re: Motors Liquidation Company that JP Morgan was bound by the filing of a UCC-3 termination statement with respect to a loan which was not terminated on the basis that it had in fact authorized the filing:
From these facts it is clear that although JPMorgan never intended to terminate the Main Term Loan UCC‐1, it authorized the filing of a UCC‐3
termination statement that had that effect. “Actual authority . . . is created by a principal’s manifestation to an agent that, as reasonably understood by the agent, expresses the principal’s assent that the agent take action on the principal’s behalf.” Restatement (Third) of Agency § 3.01 (2006)…JPMorgan and Simpson Thacher’s repeated manifestations to Mayer Brown show that JPMorgan and its counsel knew that, upon the closing of the Synthetic Lease transaction, Mayer Brown was going to file the termination statement that identified the Main Term Loan UCC‐1 for termination and that JPMorgan reviewed and assented to the filing of that statement. Nothing more is needed.
Florida Revised Uniform Partnership Act.
If you do not have the time to read all of this statute you should read the Florida version of RUPA §202 (Fl. Statutes §620.8202) for Holmes v Lerner, RUPA §306 (Fl. Statutes §620.8306) with respect to liability of partners in general and limited liability partnerships, RUPA §401 (Fl. Statutes §620.8401) with respect to rights and duties of partners and RUPA §404 (Fl. Statutes §620.8404) on the duties owed by partners and RUPA §103 (Fl. Statutes §620.8103) on non-waivable provisions of the Act.