Project #59167 - second attempt

Read the following scenario and note possible issues and/or resolutions as they relate to Article 2 of the UCC.

 

Slim's and Jim's employers are both merchants according to the UCC Sect. 2-104. Slim sells flexar tubes, which Jim uses in his production of "Flexallz." They have conducted business with one another a couple of times before. Jim calls Slim and says "Slim, I need 5000 flexar tubes FOB by Tuesday of next week." Slim replies, "No problem Jim, I'll ship those right out." Monday Jim's employment is terminated and he is replaced by Bubba, who decides he doesn't want, nor need the 5000 flexar tubes from Slim (in part because Evilia, a manager for another company that makes flexar blocks has convinced Bubba that Slim's products are inferior.)

 

Using the UCC (cite sections please), what arguments can Bubba make that there is no binding agreement?

Similarly, what arguments can Slim make that there is a binding agreement?    --Discussion 1

 

 

Hello Class,

 

One of the best ways to understand the Uniform Commercial Code is to actually read it. You can find a great online version at

http://www.law.cornell.edu/ucc/2

What is the stature of frauds? How does the UCC's way of handling the statute of frauds differ from traditional common law contract law?---  Discussion 2

 

 

The LLC offers limited liability not invulnerability to the owners. It allows for protections of the owners personal assets but leaves the company's assets out in the open. In certain circumstances the owners personal equity and assets can be accessed to satisfy settlements of misdeeds or injury. Banks will also usually require the ability to pierce the corporate veil when it comes to financing. Of course they would, the bank will get theirs no matter what. It makes sense that they will make sure the owners personal assets are in play. It may not end up a good situation but to get the necessary cash for starting or keeping a business going.  – Reply #5

 

If a business owner has "limited liability," it means that he or she is not personally responsible for business debts and obligations of the corporation. In other words, if the corporation is sued, only the assets of the business are at risk, not the owners' (shareholders) personal assets, such as their houses or cars. The corporation's owners must comply with certain corporate formalities, keep up with paperwork requirements, and adequately fund ("capitalize") their business to maintain this limited liability privilege. 

Limited liability, traditionally associated with corporations, is the main reason most people consider incorporating. However, other business structures, such as limited liability companies (LLCs), now offer this limited personal liability to business owners. Sole proprietorships and general partnerships do not. http://www.nolo.com/legal-encyclopedia/corporations-faq-29122-2.html 

Advantages of an LLC - Limited Liability. Members are protected from personal liability for business decisions or actions of the LLC. This means that if the LLC incurs debt or is sued, members' personal assets are usually exempt. This is similar to the liability protections afforded to shareholders of a corporation. Keep in mind that limited liability means "limited" liability - members are not necessarily shielded from wrongful acts, including those of their employees.

·      Less Recordkeeping. An LLC's operational ease is one of its greatest advantages. Compared to an S-Corporation, there is less registration paperwork and there are smaller start-up costs.

·      Sharing of Profits. There are fewer restrictions on profit sharing within an LLC, as members distribute profits as they see fit. Members might contribute different proportions of capital and sweat equity. Consequently, it's up to the members themselves to decide who has earned what percentage of the profits or losses.

Disadvantages of an LLC -Limited Life. In many states, when a member leaves an LLC, the business is dissolved and the members must fulfill all remaining legal and business obligations to close the business. The remaining members can decide if they want to start a new LLC or part ways. However, you can include provisions in your operating agreement to prolong the life of the LLC if a member decides to leave the business.

·      Self-Employment Taxes. Members of an LLC are considered self-employed and must pay the self-employment tax contributions towards Medicare and Social Security. The entire net income of the LLC is subject to this tax. https://www.sba.gov/content/incomparability's -  Reply #3- bell

 

 

 

 

 

Subject Law
Due By (Pacific Time) 02/22/2015 08:00 pm
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