Running head: Business law memorandum
1
Business Law Memorandum
Name: Abby Olson
Institution: Southern New Hampshire University
Date: November 13th 2021
To: Fred and Sally
BUSINESS LAW MEMORANDUM
2
From: Attorney
Date: November 12, 2021
Subject: Prerequisites before family business formation.
The purpose of the memo is to address the various issues regarding the factors in business
law that need to be considered before business formation. The characteristics that have to be
considered are in categories such as business entities, product liability, agency relationship, real
property, manufacturer possession rights, personal property, liability issues, estate planning, and
transfer ownership. Each case is specific and has its qualities that every person thinking of
starting a business needs to put into consideration.
Business Entity
A business entity, which is the legal structure of a business exists in different types. The types
include sole proprietorships, partnerships, corporations, limited liability companies, and limited
liability partnerships (Asha,2021). Sole proprietorships are business entities owned by an
individual and those individuals manage every aspect of the business. Partnerships are business
entities that are managed by two or more people who have come together to form the business
and bear all the liabilities that come with it (Asha,2021). Another type is the corporation which is
a legal entity and separate from its owners. Based on law they possess the same qualities as
individuals since they can borrow money, enter contracts, hire new employees, own assets, pay
taxes among others. Lastly, limited liability companies or partnerships are businesses that protect
their owners from personal responsibilities from their debts or liabilities (Asha,2021).
Product liability law
BUSINESS LAW MEMORANDUM
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This is a type of law that provides those affected by dangerous products with legal help for any
type of injuries they might have suffered from (Hbr, 2021). This is whereby the producer or
manufacturer is held accountable for the production of a defective product when a plaintiff who
is the consumer of the product for this case, syrup, reports the case to a court of law (Hbr, 2021) .
Agency relationships
This is where the business entity has a trustful relationship where an individual called the
principal permits the agent in this case Sam (mvorganizing,2021). He is an employee to the
business and the one being given the trust to deliver the business’ syrup products and he is
subject to his dad’s instructions in the running and management of the business (mvorganizing,
2021).
Real property
This refers to the land and buildings that an individual owns (Nycbar, 2021). The real
estate law governs who may own the land or use it. Thus, the owner is given rights to use the
piece of land in whatever way they deem fit, exclude others, sell or give it away to the person of
their choice. In that regard, the property owner may do all activities that he wants and conduct all
types of businesses that he wishes to do as he has complete rights over the property (Jcfsandiego,
2021).
Possessory rights
It is the right of an individual to own a piece of property, business, or piece of land(Kelly,
2021).So in the case of the manufacturer, they have no possessory rights to the business since
they are only manufacturing the products as a contract not as part of the initial business that had
been formed(Kelly, 2021).
Personal property law
BUSINESS LAW MEMORANDUM
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Personal property is anything besides land that can be owned thus it is mobile not like
real estate (co.sherman.or, 2021). They are of two types: tangible and intangible. In this case, it is
the tangible type since it deals with Sam’s van as his personal property to the business.
Therefore, the van becomes part of the business assets and is still personal property so Sam must
take insurance regarding it (co.sherman.or, 2021).
Estate planning issues
This is whereby the family gets plans to manage any sorts of risks that may occur at the
end of life and beyond (Americanbar, 2021). Some issues may arise in the family if such plans
are not set in place to prevent the arise of mistakes which include not having the plan in the first
place, not updating such plans, not planning for disability, improper ownership of assets, estate
liquidity, not taking into account the impact that income tax may have on you and the
beneficiaries, not planning for beneficiaries and lastly not reviewing the impact of beneficiary
decisions on the estate (Americanbar, 2021). Therefore, all these after plans have to be put into
consideration to avoid such disagreements.
Estate planning vehicles
These are the options that a family may choose to handle their estate planning process
which include trusts and wills (Jcfsandiego, 2021). Each has its own merits and demerits thus a
family must weigh both options to consider the best estate planning vehicle. The most suitable
estate planning vehicle is the one that proves more beneficial to the family than the others in
terms of reducing the legal process that the beneficiaries may get the inheritance more easily
(Jcfsandiego, 2021).
Conclusion
BUSINESS LAW MEMORANDUM
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Considering the family situation, there are many business entities it can consider starting
but narrowing down is better while considering personal and business benefits focusing on the
features of each entity (asha, 2021). For the product liability law, insurance should be taken to
protect the business in case the consumer tends to sue the business when they consume a
defective product (hbr,2021). This will save the business in terms of the capital it has to prevent
depletion whereby the insurance company will come in place and stand for the business.
Focusing on the agency relationship, Sam is on an agency relationship since he is trusted by the
business owner in this case his dad to supply the syrup product to the local drug store and grocer.
The business is again advised to take insurance against the real property law so that they
can do all they want in terms of the outbuilding in the family land that they own and the
buildings that they will be conducting business in (Nycbar, 2021). The location of the property is
also another issue that the business is supposed to take into account. It is recommended that the
business take the necessary actions regarding the insurance policy on family land so that the
business is allowed by law to conduct the businesses without fear since they own the land and
they can do all activities regarding the business there (Nycbar, 2021).
The possessory rights should also be on the business owner (Fred) by taking
corresponding law measures with the government so that the manufacturer is only related to the
two partners in the business(Kelly, 2021). Regarding personal property, the potential issues that
may arise in the use of Sam’s car are accidents or any misfortune thus there might be
disagreements between the father and son. This is prevented by the issuance of insurance and
proper care on the property (co.sherman.or, 2021). Using the car also exposes it to potential
liabilities such as maintenance costs, negligence, or unprecedented accidents this is because risks
are not anticipated and normal repair issues that arise from the use of the car(Kelly, 2021).
BUSINESS LAW MEMORANDUM
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Real estate planning issues that may arise include family’s lack of harmony, attorney’s
fees, successor fiduciaries, joint accounts, probate, and contingent beneficiaries (Americanbar,
2021). These are potential threats that may arise before both siblings agree on who is to own the
business later on after the current owner ceases to be the owner. Stress and disagreements are
common to all families after the death of the business owner due to wrong estate planning, the
family may lack the fees to pay the attorney, lack of clearly stated trustee may lead to court
proceedings, probate can lead to the property being held and beneficiaries being forced to go
court even though the court supervises the administration of the estate plus filing fees and lack of
privacy may arise(Americanbar, 2021). A joint account adds extra liability and lack of
contingency beneficiaries is another potential problem that may arise.
An estate planning vehicle is a trust or a family partnership (Jcfsandiego, 2021). Trusts
and wills are the most common and those that can be used as their estate planning vehicles. Will
has merits such as reduction of legal fees, expediting the legal process, and reducing confusion.
The demerits include subject to probate and challenges against the validity and become public
records.
Trusts which say how and when to pass the assets to beneficiaries is different since it
states who is wanted to manage the owners’ affairs in case of a serious medical issue that
prevents decision-making (Jcfsandiego, 2021). So trusts are the preferred estate planning vehicle
since it boasts of benefits such as avoiding probates if properly funded, protection from creditors,
protecting family members not used to dealing with financial matters, support for children and
spouses, ensures funding is still there for specific needs like education, health care among
others(Hg, 2021).
Recommendation
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A partnership in this case is a suitable choice. This is because the business has two
participants in its formation thus it should be having at least two owners to the business. This is
also a preferable choice since it is managed by people of the same family and they both suffer the
losses incurred in the business excluding outsiders who may not be reliable to the losses in case
they occur. The real property, possession rights, and estate planning are within the same family.
Therefore, the business is assured of its continuity and growth since they both will contribute
personal property to ensure its longevity.
Thank you,
Attorney.
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References
2021. [online] Available at: [Accessed 12 November 2021].
Americanbar.org. 2021. Estate Planning Info & FAQs. [online] Available at:
[Accessed 13 November 2021].
Asha.org. 2021. Types of Business Entities. [online] Available at:
[Accessed 12 November 2021].
Harvard Business Review. 2021. Product Liability: You’re More Exposed Than You Think. [online]
Available at:
[Accessed 12 November 2021].
(hbr,2021)
Hg.org. 2021. [online] Available at: [Accessed 13 November 2021].
Jcfsandiego.org. 2021. Estate Planning Vehicles – Jewish Community Foundation. [online] Available at:
[Accessed 13
November 2021].
Kelly, D., 2021. Dividing possessory rights.
New York City Bar – Legal Referral Service. 2021. Real Property Law – Land Ownership Law – Use of Land.
[online] Available at:
[Accessed 13 November 2021].
BUSINESS LAW MEMORANDUM
Sherman County. 2021. What is Business Personal Property? – Sherman County. [online] Available at:
[Accessed
12 November 2021].
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BUSINESS LAW MEMORANDUM
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BUS 307 Final Project Guidelines and Rubric
Overview
Business law plays an integral part in both our personal and professional lives. A solid grasp of essential business law concepts is critical for the successful
navigation of complex and diverse business environments. You will assess relevant legal issues as well as apply the discipline-specific knowledge necessary to
successfully address real-world business situations such as business formation and management, liability issues, and compliance with government and industry
regulations, as well as to effectively communicate issues and facts to peers and professionals.
The final project represents an authentic competency, as you will have the opportunity to present your analysis of the legal and ethical issues involved in three
hypothetical business scenarios as well as to evaluate and make recommendations to avoid such issues in the future.
This assessment addresses the following course outcomes:
Apply the law regarding business relationships, such as agency law, partnership, and corporate law as strategies for appropriate and effective business
management
Analyze issues of real and personal property as they pertain to business formation and management
Determine the legal rights and duties of the parties to commercial paper for their impact on fundamental business operations
Analyze the rights and duties of the parties in credit transactions, including secured transactions and bankruptcy law, as they apply to fundamental
business operations
Evaluate the impact of government regulation on business practices for strategic and compliance purposes
Prompt
The final project for this course consists of two milestones and the final project submission. Milestones One and Two take the form of short answers crafted in
memo format from the perspective of a corporate attorney making recommendations to a client. For Case Studies 1 and 2, craft a professional memo for each,
appropriate in format, tone, and content, to send to your clients Fred and Sally, with your preliminary thoughts on the issues within. Your memos should illustrate
the issues and relevant law, apply the facts, and support your conclusions with regard to each issue. Always remember to be clear, kind, and professional in your
communications. The third element, Case Study 3, will be a short, 2–3-page essay in APA format that will require you to independently issue-spot as well as
provide a factual analysis of relevant law and recommendations. You will receive feedback on both milestones and the initial element of Case Study 3. Make any
necessary revisions and then include them all in the final submission, where you will label them as Case Study 1, 2, and 3.
Case Study 1
Fred is well known in his town for his homeopathic cough syrup. After years of encouragement, he has decided to take his miracle cough remedy to market as
“Fred’s Miracle Cough Syrup.” While his cough syrup is homeopathic, one of the key ingredients causes a severe reaction when taken in conjunction with aspirin.
Fred plans to make and bottle his cough syrup in an outbuilding on the family farm. His son, Sam, has been raving to the locals about his father’s cough syrup for
years, and the local drug store and grocer have contacted Fred to place orders as a result. Sam also intends to approach several national chains in an effort to
secure supply contracts for Fred’s cough syrup. Fred has asked Sam to assist him with deliveries, as Sam has a van. Fred would like Sam to be involved with the
business as an employee initially, with the option of making him a partial owner at a later time. Fred and his wife Sally have two children, Sam and Lilly. Both live
in cabins on the family farm with their spouses and children. Fred and Sally engage you as their attorney to assist with the formation of the new business,
including determining the appropriate business entity type, management issues, product liability issues, and estate planning for both the business and family
property. After your initial meeting, you identify and research the following issues.
Specifically, the following critical elements must be addressed:
I.
II.
III.
IV.
V.
VI.
VII.
VIII.
IX.
X.
Describe the main types of business entities and their defining characteristics.
Apply product liability law and determine what issues are present. How would you advise your client to mitigate those issues?
Apply the elements and characteristics of an agency relationship to Sam’s actions. Does Sam’s involvement prior to the business formation, as well as
his anticipated role once the business is formed, create an agency relationship? Why or why not?
Identify potential real property issues based on the location of the business on the family farm. Justify each potential issue.
Does the manufacture of Fred’s Miracle Cough Syrup on the family farm necessitate a formal transfer of ownership or possessory rights? Defend your
response.
Identify potential personal property issues based on the use of Sam’s personal vehicle to deliver the product. Justify each potential issue.
Does the use of Sam’s personal vehicle in the course of business expose Sam or the business to any liability issues? Defend your response.
Identify potential estate planning issues with regard to the business and the family farm. Justify each potential issue.
What estate planning vehicles are available to Fred and Sally should they desire to transfer ownership in the business and family farm, respectively, to
Sam and Lilly equally? What are the advantages and disadvantages to each?
Applying your analysis of the issues above, which type of business entity do you recommend for Fred’s Miracle Cough Syrup and why?
Case Study 2
Fred’s Miracle Cough Syrup has hit the market and become a huge success with the burgeoning integrative medicine demographic. Per your advice, Fred has
patented his famous concoction and trademarked the Fred’s Miracle Cough Syrup name and logo. Demand is so high that Fred and Sally are working full-time on
the business. Their children, Sam and Lilly, and their respective spouses, Jane and Tim, have joined the company full-time as well. In fact, Fred and Sally have
made Sam and Lilly part owners of the business. Fred, Sam, and Tim handle the production, sales, and delivery. Sally and Lilly handle the majority of the
administrative and business management tasks, while Jane acts as the bookkeeper. Sally and Fred are the only authorized signatories on the corporate account.
Sally and Lilly have been hard at work securing a new production facility and distribution chain to accommodate an upcoming contract with a national chain.
After locating a large warehouse on several acres, Sally and Lilly approach their local credit union for a loan. The business has only one business credit card used
to purchase supplies for the production of Fred’s Miracle Cough Syrup, and there is a small mortgage outstanding on the family farm. Personal debts of the
individual family members consist of small credit-card balances for Fred, Sally, Sam, and Lilly as well as an auto loan on Sam’s van.
During the commercial loan accounting review process, Sally and Lilly discover that Jane has been siphoning off large amounts of corporate money and “cooking
the books” to hide her actions. Jane has written several checks from the corporate account and forged both Sally’s and Fred’s signatures. Jane has made out all
but one of the forged checks to Don, a local loan shark, in an effort to repay her gambling debts. The check Jane did not deliver to Don was made out to “Cash,”
which she slipped into the collection box at church in an effort to absolve her guilt. The embezzlement was so severe that the family fears that Fred’s Miracle
Cough Syrup is now on the brink of bankruptcy. Meanwhile, Sam’s refusal to enter into an exclusive distribution deal with the local drugstore has enraged Bob,
the owner. Bob has now reverse engineered Fred’s cough syrup recipe and has posted it online in an act of vengeance.
As Fred and Sally tearfully recount the events of the past month, you reassure them that you are on the case, and you begin to ponder the legal issues at hand.
Specifically, the following critical elements must be addressed:
I.
II.
III.
IV.
V.
VI.
VII.
What legal defenses might Fred and Sally raise with regard to the checks written by Jane to Don? Why do you believe they will be successful or
unsuccessful?
What legal defenses might Fred and Sally raise with regard to the check written by Jane and delivered to the church? Why do you believe they will be
successful or unsuccessful?
What, if any, civil claims do Fred and Sally have against Jane based on her actions? Why do you believe they will be successful or unsuccessful?
Analyze the forms of bankruptcy available to the business in this instance (assume the business entity is the same form as you chose in Case Study 1).
What form is most appropriate and why?
Analyze the implications of a potential bankruptcy action on the business assets (assume the business entity is the same form as you chose in Case Study
1). Explain which, if any, are subject to forced sales, liens, or forfeiture.
Analyze the implications, if any, of a potential bankruptcy action by the business on the assets of the individual family members (assume the business
entity is the same form as you chose in Case Study 1). Explain if the assets of business owners are subject to forced sale, liens, or forfeiture.
What legal recourse does Fred have against Bob for infringement of intellectual property rights? Do you believe he will be successful? Why or why not?
Case Study 3
Both Fred’s family and the business have rebounded from their prior issues. Jane sought counseling for her gambling issues and has worked hard to mend her
relationships with the family. Prior to cashing the forged checks from Jane, Don was struck by lightning and experienced a spiritual enlightenment. He willingly
returned the checks to Fred and Sally and promptly joined the Peace Corps. Likewise, when the church found out the donated check was a forgery, it was
immediately returned. Bob’s wife (also Sally’s best friend) found out about Bob’s online sabotage and promptly remedied the situation. Once Fred’s Miracle
Cough Syrup was back on track, the company’s growth was exponential. Featured on a widely viewed talk show starring a prominent doctor, online orders and
demands from big-box chains nationwide skyrocketed. Fred and Sally have been told that now would be an ideal time to take Fred’s Miracle Cough Syrup public.
The only distressing issue at hand involves Tammy, a local girl who had been working as a delivery girl for the company. She applied for Jane’s former job as
bookkeeper. Fred and Sally hired Ted, an experienced accountant, instead, and Tammy has filed a claim of sex discrimination against the company and Fred
personally. Fred and Sally are seeking your advice regarding Tammy and the possibility of taking the company public.
Complete a legal analysis of the given facts, including the following elements.
Specifically, the following critical elements must be addressed:
I.
II.
III.
Evaluate three current or potential legal and/or regulatory issues apparent in this fact pattern that might impact a public offering.
Determine whether Fred’s Miracle Cough Syrup is in compliance with government regulations involving public offerings by analyzing relevant laws and
using the appropriate legal test and facts given.
Support your conclusions and provide recommendations to improve compliance and strategies for corporate growth.
Milestones
Milestone One: Case Study 1
In Module Three, you will read Case Study 1 of the final project and respond in “memo” format to the client, addressing the listed critical elements. This
milestone is graded with the Case Study 1 Rubric.
Milestone Two: Case Study 2
In Module Five, you will view the video resource on bankruptcy basics. Then, you will read Case Study 2 of the final project and respond to the client in “memo”
format, addressing the listed critical elements. This milestone is graded with the Case Study 2 Rubric.
Final Submission: Case Studies 1, 2, and 3
In Module Seven, you will read the module resources and then respond to the remaining Case Study 3 critical elements, incorporating your feedback from the
Module Six discussion topic. Submit the case study in a 4-7 page essay. Include rewrites of Milestones One and Two, and submit all three case studies as a final
submission. This submission is graded with the Final Project Rubric.
Final Project Rubric
Guidelines for Submission: Your three “memos” should be 4-7 pages each, double-spaced, with 12-point Times New Roman font, and follow APA 6th edition
format for layout and citations.
Critical Elements
Case Study 1:
Business Entities
Exemplary (100%)
Meets “Proficient” criteria and
offers insight into the nuances of
each type of business entity in
relation to one another
Case Study 1:
Meets “Proficient” criteria and
cites specific, applicable rules of
Product Liability
law
Case Study 1: Agency Meets “Proficient” criteria and
provides a thorough, step-byRelationship
step analysis with specific
supporting evidence applied to
each element of the relevant
legal test
Case Study 1: Real Meets “Proficient” criteria and
Property
cites specific, applicable rules of
law
Proficient (85%)
Describes the main types of
business entities and their
defining characteristics
Needs Improvement (55%)
Describes the main types of
business entities, but does not
describe their defining
characteristics
Applies product liability law to
Applies product liability law, but
determine issues and
does not recommend mitigating
recommends mitigating actions
actions
Applies elements and
Applies elements and
characteristics of an agency
characteristics of an agency
relationship to actions to
relationship to actions, but does
determine if an agency
not determine if an agency
relationship was created and
relationship was created, or
provides justification
justification is not logical
Identifies potential real property Identifies potential real property
issues based on the location of
issues based on the location of
the business on the family farm
the business on the family farm,
and provides justification for
but does not provide justification
each
for each
Case Study 1:
Meets “Proficient” criteria and
Determines if the manufacturing Determines if the manufacturing
Manufacture
offers insight into the nuances of necessitates a formal transfer of necessitates a formal transfer of
real property issues as they
ownership or possessory rights
ownership or possessory rights,
pertain to business
and defends response
but does not defend response
Case Study 1:
Meets “Proficient” criteria and
Identifies potential personal
Identifies potential personal
Personal Property cites specific, applicable rules of property issues based on the use property issues based on the use
law
of Sam’s personal vehicle to
of Sam’s personal vehicle to
deliver the product and provides deliver the product, but does not
justification for each
provide justification for each
Case Study 1: Liability Meets “Proficient” criteria and
Determines if the use of a
Determines if the use of a
offers insight into the nuances of personal vehicle exposes Sam or personal vehicle exposes Sam or
Issues
personal property issues as they the business to any liability issues the business to any liability
pertain to business
and defends response
issues, but does not defend
response
Case Study 1: Estate Meets “Proficient” criteria and
Identifies potential estate
Identifies potential estate
cites specific, applicable rules of planning issues and provides
planning issues, but does not
Planning
law
justification for each
provide justification for each
Not Evident (0%)
Does not describe the main types
of business entities or their
characteristics
Value
4.8
Does not apply product liability
law to determine issues
4.8
Does not apply elements and
characteristics of an agency
relationship to actions to
determine if an agency
relationship was created
4.8
Does not identify potential real
property issues
4.8
Does not determine if the
manufacturing necessitates a
formal transfer of ownership or
possessory rights
Does not identify potential
personal property issues
4.8
Does not determine if liability
issues are present
4.8
Does not identify potential estate
planning issues
4.8
4.8
Case Study 1:
Meets “Proficient” criteria and
Transfer Ownership offers insight into the importance
of estate planning issues in
business
Determines estate planning
vehicles available to transfer
ownership equally and provides
advantages and disadvantages of
each
Case Study 1:
Meets “Proficient” criteria and
Applies legal and factual analysis
Business Entity
offers insight, based on research, to form a recommendation on an
as to why the chosen type of
appropriate business entity and
business entity would be an
provides rationale
appropriate choice for Fred’s
Miracle Cough Syrup
Case Study 2: Legal Meets “Proficient” criteria and is Determines the legal defenses
Defenses
well supported using appropriate with regard to the checks written
by Jane to Don and explains why
sources
defenses would be successful or
unsuccessful
Case Study 2: Church Meets “Proficient” criteria and is Determines the legal defenses
well supported with appropriate with regard to the check written
sources
by Jane and delivered to the
church and explains why
defenses would be successful or
unsuccessful
Case Study 2: Civil Meets “Proficient” criteria and
Determines civil claims available
provides specific supporting
to Fred and Sally against Jane and
Claims
evidence applied to each
evaluates potential for success of
element of the relevant legal test those claims
Case Study 2:
Meets “Proficient” criteria and
Analyzes available forms of
Bankruptcy
offers research to illustrate why bankruptcy based on the chosen
the chosen types of bankruptcy type of business entity and
would be available based on the determines which form is most
chosen type of business entity
appropriate and why
Case Study 2:
Meets “Proficient” criteria and
Analyzes implications of
Business Assets
offers a nuanced insight into the bankruptcy on business assets
relationship between a
and explains which are subject to
bankruptcy action by a business forced sales, liens, or forfeiture
and business assets
Case Study 2: Family Meets “Proficient” criteria and
Analyzes implications of
offers a nuanced insight into the bankruptcy on personal assets of
Members
relationship between a
individuals and explains if the
bankruptcy action by a business assets are subject to forced sale,
and personal assets
liens, or forfeiture
Determines estate planning
vehicles available to transfer
ownership equally, but does not
provide advantages and
disadvantages of each
Applies legal and factual analysis
to form a recommendation on an
appropriate business entity, but
does not provide rationale
Determines the legal defenses
with regard to the checks written
by Jane to Don, but does not
explain why defenses would be
successful or unsuccessful
Determines the legal defenses
with regard to the check written
by Jane and delivered to the
church, but does not explain why
defenses would be successful or
unsuccessful
Determines civil claims available
to Fred and Sally against Jane,
but does not evaluate potential
for success
Analyzes available forms of
bankruptcy based on the chosen
type of business entity, but does
not determine which form is
most appropriate or why
Analyzes implications of
bankruptcy on business assets,
but does not explain which are
subject to forced sales, liens, or
forfeiture
Analyzes implications of
bankruptcy on personal assets of
individuals, but does not explain
if the assets are subject to forced
sale, liens, or forfeiture
Does not determine estate
planning vehicle available
4.8
Does not apply legal and factual
analysis to form a
recommendation
4.8
Does not determine the legal
defenses with regard to the
checks written by Jane to Don
4.8
Does not determine the legal
defenses with regard to the
check written by Jane and
delivered to the church
4.8
Does not determine civil claims
available to Fred and Sally
against Jane
4.8
Does not analyze available forms
of bankruptcy based on the
chosen type of business entity
4.8
Does not analyze the implications
of bankruptcy on business assets
4.8
Does not analyze implications of
bankruptcy on personal assets of
individuals
4.8
Case Study 2:
Meets “Proficient” criteria and
Intellectual Property cites specific, applicable rules of
law
Rights
Case Study 3:
Regulatory Issues
Meets “Proficient” criteria, and
choices are suitable and well
supported
Case Study 3: Legal
Test
Meets “Proficient” criteria and
provides specific supporting
evidence applied to each
element of each relevant legal
test
Case Study 3:
Recommendations
Meets “Proficient” criteria and
uses discipline-specific language
to establish expertise
Articulation of
Response
Determines the legal recourse
Fred has against Bob and explains
why Fred will be successful or
unsuccessful
Accurately evaluates three
current or potential legal and/or
regulatory issues in the fact
pattern that might impact a
public offering
Accurately determines whether
Fred’s Miracle Cough syrup is in
compliance by analyzing relevant
laws and using the appropriate
legal test and facts given
Supports conclusions of law and
provides recommendations to
improve compliance and
strategies for corporate growth
Submission is free of errors
Submission has no major errors
related to citations, grammar,
related to citations, grammar,
spelling, syntax, and organization spelling, syntax, or organization
and is presented in a professional
and easy-to-read format
Determines the legal recourse
Fred has against Bob, but does
not explain why Fred will be
successful or unsuccessful
Evaluates three current or
potential legal and/or regulatory
issues in the fact pattern that
might impact a public offering,
but evaluation lacks accuracy
Determines whether Fred’s
Miracle Cough syrup is in
compliance by analyzing relevant
laws and using the appropriate
legal test and facts given, but
determination lacks accuracy
Supports conclusions of law, but
does not provide
recommendations to improve
compliance and strategies for
corporate growth
Submission has major errors
related to citations, grammar,
spelling, syntax, or organization
that negatively impact readability
and articulation of main ideas
Does not determine the legal
recourse Fred has against Bob
4.8
Does not evaluate potential
issues in the fact pattern
4.8
Does not determine whether
Fred’s Miracle Cough syrup is in
compliance
4.8
Does not support conclusions of
law or provide recommendations
4.8
Submission has critical errors
related to citations, grammar,
spelling, syntax, or organization
that prevent understanding of
ideas
Earned Total
4
100%
Running Head: FINAL PROJECT MILESTONE TWO
Final Project Milestone Two
Student Name: Abby Olson
Institutional Affiliation: Southern New Hampshire University
Date: November 27th 2021
1
FINAL PROJECT MILESTONE TWO
2
Subject: Legal Matters against Jane
There are a lot of defenses that you can raise concerning the checks written by Jane to
Don. The defenses include forgery; from the case study, it is pretty clear that Jane intentionally
forged signatures intending to defraud. In court, under the penal code 70, the crime of forgery is
that which one intentionally defrauds by either forging someone’s signature or name on a check
made to another party without their consent (Hemrai, 2002). Also, Jane, under the accountant’s
profession, can be charged with fraud if she misinterpreted a material fact, acted with the
intention of deceit, caused misinterpretation to a client which the client relied on, and lastly, if
the client suffers in any way from relying on fraudulent information. There are two types of
fraud that you can charge Jane with; actual fraud and constructive fraud. It is clear from this case
that it is an actual fraud since Jane did the actions intentionally. Before the judge, it would be
appropriate for the complainant to testify that they did not sign the document and request a
handwritten exam identifying the person who signed (Rashid, 2018). In any case, the signature is
not approved to be of the owner, and any liability will not be imposed on the wrongly accused
party. However, there is another angle the court can handle this matter; Don can be charged with
negligence since he ought to have checked the signatures in the check and submitted the check-in
question to the particular bank immediately for a check-up. It is clear from the case study that
Loan Sharks were involved in the illegal business since, despite the check being forged, they
cashed it successfully. The act of forgery or fraud is a felony in all countries and states; the
punishment of such a felony would belong to a jail term and or with heavy fines. Jane’s amount
of money embezzled to Don can be recovered from Loan Sharks since they were knowingly and
negligently cashing out the checks without proper verification of the signatures. I have a firm
FINAL PROJECT MILESTONE TWO
3
conviction that the defense of fraud or forgery, in this case, would be the most successful than
any other possible defenses that you can make concerning the check written by Jane to Don.
You have two main legal defenses against Jane concerning the check written to the
church: tax fraud and forgery. As evidenced by this case, Jane is making checks by falsifying the
genuine owner’s name and signature on the check. According to the church values and beliefs,
one cannot donate with someone else’s money without consent. The church can dishonour the
check, and the owner of the check refunded their money. Also, it can be illegal to write such a
check off in the church’s tax returns. However, you might be disadvantaged in case the church
had already completed the cashing out of the check.
The civil claims on Jane include embezzlement, impersonation, or forgery, and
misrepresentation of their personality. The suit can go both ways; it can be either successful or
unsuccessful. In misrepresentation of personality, Jane claimed your personality, which
according to personal rights, is illegal. Firstly, you can explain that the check is not valid since
Jane forged the signatures. You can have another claim based on forgery; they have to prove that
the signature on the check Jane presented to Don was not their own but an act of impersonation
by Jane. As per embezzlement of funds, you can sue Jane since she, as the bookkeeper, had to
keep accurate records for the company. She failed in her responsibility according to Section 11
of the Securities Act of 1993 (Sale, 2018). The act clearly states that all accountants are liable for
any omissions and misstatements made in the company book of accounts. Also, according to the
same act, all accountants are expected to perform their duties with diligence. Due to that, Jane is
responsible and answerable for the stolen money.
FINAL PROJECT MILESTONE TWO
4
In this case, Fred’s Miracle Cough Syrup is a limited liability company; therefore,
chapters 7 and 13 bankruptcy are applicable. From the chapters, Fred and the business are one;
there is no separation between them. From the chapters, it is clear that in case of a debt, Fred’s
creditors are allowed to sue him individually and take his assets, for that matter. The only
property that can be exempted is the one acknowledged by the State law, and this takes about
four months for the bankruptcy charges to be fully processed. According to chapters 7 and 13
bankruptcy actions on a sole proprietorship, the personal assets are not treated as a separate legal
entity since they are also listed together with the business assets in the bankruptcy. Therefore, the
business assets of Fred’s business might be subject to forced sales if he fails to pay his debts. It is
also clear that the individual family members may be affected by the bankruptcy since the family
assets are listed along with the business assets and are subject to forced sales unless the property
is exempted by State law. Chapter 7 bankruptcy is the most appropriate since it allows the
owners, for instance, Fred, in this case, to terminate their non-exempt assets.
Intellectual property is the mind creations, for instance, art, and literary works, designs,
and symbols used by a person or a business in commerce (Campi & Duenas, 2019). Intellectual
property is owned by a person or a business and protected by law in trademarks, patents, and
copyrights. Intellectual property enables people to benefit from their creations hence fostering a
creative and innovative environment. In the case of Fred’s Miracle Cough Syrup, Fred can use
the Intellectual Property Rights to sue Bob for his actions. Copyrights protect the original work
of the formula, which Bob infringed. According to patent rights, Fred’s inventions and designs of
the syrup are protected so no one can produce a similar copy of the product. For the patent
protection to be granted to Fred, the syrup must be patentable. The syrup must be a unique
creation by Fred, meaning no one could have made the syrup. Lastly, the syrup must not be
FINAL PROJECT MILESTONE TWO
5
obvious to make meaning; not just anybody should make the syrup without specific skills.
However, there was no evidence that Bob obtained information from Fred and changed the
formula of the syrup. Also, in the court of law, the patent rights might not protect you since the
cough syrup was not entirely a new idea, nor was the invention unique; anybody could come up
with the syrup, is proven since Bob single-handedly reverse-engineered the syrup and came up
with the recipe. According to the trademark policy, a trademark must be a distinctive mark,
picture or design used in conjunction with a product and helps the customers identify the product
and its producer (Stim, 2020). As an attorney, I believe that the trademark claim might be bound
to fail since Bob posted the recipe online; hence we have to do additional research to establish
whether he used your design or logo. Therefore, it would be difficult to make a successful claim
against Bob unless you utilize everything in the Intellectual Property Rights, such as the misuse
of confidential information or leaking the syrup’s business secret to the public. When you utilize
such matters, you would successfully build a solid case against Bob and win.
Regards,
Lawyer’s Name
Signature
FINAL PROJECT MILESTONE TWO
6
References
Campi, M., & Dueñas, M. (2019). Intellectual property rights, trade agreements, and
international trade. Research Policy, 48(3), 531-545.
Hemraj, M. B. (2002). The crime of forgery. Journal of Financial Crime.
Rashid, M. M. (2018). The crime of forgery by leaving. Journal of College of Law for Legal and
Political Sciences, 7(27/part 1).
Sale, H. A. (2018). Disclosure’s Purpose. Geo. LJ, 107, 1045.
Stim, R. (2020). Patent, copyright & trademark: an intellectual property desk reference. No.
United States Courts (2010). Bankruptcy Basics- Part 2: Types of Bankruptcy. Retrieved from
https://www. Youtube.com/watch?v=DXv-na6y8nE
Purchase answer to see full
attachment
1
Business Law Memorandum
Name: Abby Olson
Institution: Southern New Hampshire University
Date: November 13th 2021
To: Fred and Sally
BUSINESS LAW MEMORANDUM
2
From: Attorney
Date: November 12, 2021
Subject: Prerequisites before family business formation.
The purpose of the memo is to address the various issues regarding the factors in business
law that need to be considered before business formation. The characteristics that have to be
considered are in categories such as business entities, product liability, agency relationship, real
property, manufacturer possession rights, personal property, liability issues, estate planning, and
transfer ownership. Each case is specific and has its qualities that every person thinking of
starting a business needs to put into consideration.
Business Entity
A business entity, which is the legal structure of a business exists in different types. The types
include sole proprietorships, partnerships, corporations, limited liability companies, and limited
liability partnerships (Asha,2021). Sole proprietorships are business entities owned by an
individual and those individuals manage every aspect of the business. Partnerships are business
entities that are managed by two or more people who have come together to form the business
and bear all the liabilities that come with it (Asha,2021). Another type is the corporation which is
a legal entity and separate from its owners. Based on law they possess the same qualities as
individuals since they can borrow money, enter contracts, hire new employees, own assets, pay
taxes among others. Lastly, limited liability companies or partnerships are businesses that protect
their owners from personal responsibilities from their debts or liabilities (Asha,2021).
Product liability law
BUSINESS LAW MEMORANDUM
3
This is a type of law that provides those affected by dangerous products with legal help for any
type of injuries they might have suffered from (Hbr, 2021). This is whereby the producer or
manufacturer is held accountable for the production of a defective product when a plaintiff who
is the consumer of the product for this case, syrup, reports the case to a court of law (Hbr, 2021) .
Agency relationships
This is where the business entity has a trustful relationship where an individual called the
principal permits the agent in this case Sam (mvorganizing,2021). He is an employee to the
business and the one being given the trust to deliver the business’ syrup products and he is
subject to his dad’s instructions in the running and management of the business (mvorganizing,
2021).
Real property
This refers to the land and buildings that an individual owns (Nycbar, 2021). The real
estate law governs who may own the land or use it. Thus, the owner is given rights to use the
piece of land in whatever way they deem fit, exclude others, sell or give it away to the person of
their choice. In that regard, the property owner may do all activities that he wants and conduct all
types of businesses that he wishes to do as he has complete rights over the property (Jcfsandiego,
2021).
Possessory rights
It is the right of an individual to own a piece of property, business, or piece of land(Kelly,
2021).So in the case of the manufacturer, they have no possessory rights to the business since
they are only manufacturing the products as a contract not as part of the initial business that had
been formed(Kelly, 2021).
Personal property law
BUSINESS LAW MEMORANDUM
4
Personal property is anything besides land that can be owned thus it is mobile not like
real estate (co.sherman.or, 2021). They are of two types: tangible and intangible. In this case, it is
the tangible type since it deals with Sam’s van as his personal property to the business.
Therefore, the van becomes part of the business assets and is still personal property so Sam must
take insurance regarding it (co.sherman.or, 2021).
Estate planning issues
This is whereby the family gets plans to manage any sorts of risks that may occur at the
end of life and beyond (Americanbar, 2021). Some issues may arise in the family if such plans
are not set in place to prevent the arise of mistakes which include not having the plan in the first
place, not updating such plans, not planning for disability, improper ownership of assets, estate
liquidity, not taking into account the impact that income tax may have on you and the
beneficiaries, not planning for beneficiaries and lastly not reviewing the impact of beneficiary
decisions on the estate (Americanbar, 2021). Therefore, all these after plans have to be put into
consideration to avoid such disagreements.
Estate planning vehicles
These are the options that a family may choose to handle their estate planning process
which include trusts and wills (Jcfsandiego, 2021). Each has its own merits and demerits thus a
family must weigh both options to consider the best estate planning vehicle. The most suitable
estate planning vehicle is the one that proves more beneficial to the family than the others in
terms of reducing the legal process that the beneficiaries may get the inheritance more easily
(Jcfsandiego, 2021).
Conclusion
BUSINESS LAW MEMORANDUM
5
Considering the family situation, there are many business entities it can consider starting
but narrowing down is better while considering personal and business benefits focusing on the
features of each entity (asha, 2021). For the product liability law, insurance should be taken to
protect the business in case the consumer tends to sue the business when they consume a
defective product (hbr,2021). This will save the business in terms of the capital it has to prevent
depletion whereby the insurance company will come in place and stand for the business.
Focusing on the agency relationship, Sam is on an agency relationship since he is trusted by the
business owner in this case his dad to supply the syrup product to the local drug store and grocer.
The business is again advised to take insurance against the real property law so that they
can do all they want in terms of the outbuilding in the family land that they own and the
buildings that they will be conducting business in (Nycbar, 2021). The location of the property is
also another issue that the business is supposed to take into account. It is recommended that the
business take the necessary actions regarding the insurance policy on family land so that the
business is allowed by law to conduct the businesses without fear since they own the land and
they can do all activities regarding the business there (Nycbar, 2021).
The possessory rights should also be on the business owner (Fred) by taking
corresponding law measures with the government so that the manufacturer is only related to the
two partners in the business(Kelly, 2021). Regarding personal property, the potential issues that
may arise in the use of Sam’s car are accidents or any misfortune thus there might be
disagreements between the father and son. This is prevented by the issuance of insurance and
proper care on the property (co.sherman.or, 2021). Using the car also exposes it to potential
liabilities such as maintenance costs, negligence, or unprecedented accidents this is because risks
are not anticipated and normal repair issues that arise from the use of the car(Kelly, 2021).
BUSINESS LAW MEMORANDUM
6
Real estate planning issues that may arise include family’s lack of harmony, attorney’s
fees, successor fiduciaries, joint accounts, probate, and contingent beneficiaries (Americanbar,
2021). These are potential threats that may arise before both siblings agree on who is to own the
business later on after the current owner ceases to be the owner. Stress and disagreements are
common to all families after the death of the business owner due to wrong estate planning, the
family may lack the fees to pay the attorney, lack of clearly stated trustee may lead to court
proceedings, probate can lead to the property being held and beneficiaries being forced to go
court even though the court supervises the administration of the estate plus filing fees and lack of
privacy may arise(Americanbar, 2021). A joint account adds extra liability and lack of
contingency beneficiaries is another potential problem that may arise.
An estate planning vehicle is a trust or a family partnership (Jcfsandiego, 2021). Trusts
and wills are the most common and those that can be used as their estate planning vehicles. Will
has merits such as reduction of legal fees, expediting the legal process, and reducing confusion.
The demerits include subject to probate and challenges against the validity and become public
records.
Trusts which say how and when to pass the assets to beneficiaries is different since it
states who is wanted to manage the owners’ affairs in case of a serious medical issue that
prevents decision-making (Jcfsandiego, 2021). So trusts are the preferred estate planning vehicle
since it boasts of benefits such as avoiding probates if properly funded, protection from creditors,
protecting family members not used to dealing with financial matters, support for children and
spouses, ensures funding is still there for specific needs like education, health care among
others(Hg, 2021).
Recommendation
BUSINESS LAW MEMORANDUM
7
A partnership in this case is a suitable choice. This is because the business has two
participants in its formation thus it should be having at least two owners to the business. This is
also a preferable choice since it is managed by people of the same family and they both suffer the
losses incurred in the business excluding outsiders who may not be reliable to the losses in case
they occur. The real property, possession rights, and estate planning are within the same family.
Therefore, the business is assured of its continuity and growth since they both will contribute
personal property to ensure its longevity.
Thank you,
Attorney.
BUSINESS LAW MEMORANDUM
8
References
2021. [online] Available at: [Accessed 12 November 2021].
Americanbar.org. 2021. Estate Planning Info & FAQs. [online] Available at:
[Accessed 13 November 2021].
Asha.org. 2021. Types of Business Entities. [online] Available at:
[Accessed 12 November 2021].
Harvard Business Review. 2021. Product Liability: You’re More Exposed Than You Think. [online]
Available at:
[Accessed 12 November 2021].
(hbr,2021)
Hg.org. 2021. [online] Available at: [Accessed 13 November 2021].
Jcfsandiego.org. 2021. Estate Planning Vehicles – Jewish Community Foundation. [online] Available at:
[Accessed 13
November 2021].
Kelly, D., 2021. Dividing possessory rights.
New York City Bar – Legal Referral Service. 2021. Real Property Law – Land Ownership Law – Use of Land.
[online] Available at:
[Accessed 13 November 2021].
BUSINESS LAW MEMORANDUM
Sherman County. 2021. What is Business Personal Property? – Sherman County. [online] Available at:
[Accessed
12 November 2021].
9
BUSINESS LAW MEMORANDUM
10
BUS 307 Final Project Guidelines and Rubric
Overview
Business law plays an integral part in both our personal and professional lives. A solid grasp of essential business law concepts is critical for the successful
navigation of complex and diverse business environments. You will assess relevant legal issues as well as apply the discipline-specific knowledge necessary to
successfully address real-world business situations such as business formation and management, liability issues, and compliance with government and industry
regulations, as well as to effectively communicate issues and facts to peers and professionals.
The final project represents an authentic competency, as you will have the opportunity to present your analysis of the legal and ethical issues involved in three
hypothetical business scenarios as well as to evaluate and make recommendations to avoid such issues in the future.
This assessment addresses the following course outcomes:
Apply the law regarding business relationships, such as agency law, partnership, and corporate law as strategies for appropriate and effective business
management
Analyze issues of real and personal property as they pertain to business formation and management
Determine the legal rights and duties of the parties to commercial paper for their impact on fundamental business operations
Analyze the rights and duties of the parties in credit transactions, including secured transactions and bankruptcy law, as they apply to fundamental
business operations
Evaluate the impact of government regulation on business practices for strategic and compliance purposes
Prompt
The final project for this course consists of two milestones and the final project submission. Milestones One and Two take the form of short answers crafted in
memo format from the perspective of a corporate attorney making recommendations to a client. For Case Studies 1 and 2, craft a professional memo for each,
appropriate in format, tone, and content, to send to your clients Fred and Sally, with your preliminary thoughts on the issues within. Your memos should illustrate
the issues and relevant law, apply the facts, and support your conclusions with regard to each issue. Always remember to be clear, kind, and professional in your
communications. The third element, Case Study 3, will be a short, 2–3-page essay in APA format that will require you to independently issue-spot as well as
provide a factual analysis of relevant law and recommendations. You will receive feedback on both milestones and the initial element of Case Study 3. Make any
necessary revisions and then include them all in the final submission, where you will label them as Case Study 1, 2, and 3.
Case Study 1
Fred is well known in his town for his homeopathic cough syrup. After years of encouragement, he has decided to take his miracle cough remedy to market as
“Fred’s Miracle Cough Syrup.” While his cough syrup is homeopathic, one of the key ingredients causes a severe reaction when taken in conjunction with aspirin.
Fred plans to make and bottle his cough syrup in an outbuilding on the family farm. His son, Sam, has been raving to the locals about his father’s cough syrup for
years, and the local drug store and grocer have contacted Fred to place orders as a result. Sam also intends to approach several national chains in an effort to
secure supply contracts for Fred’s cough syrup. Fred has asked Sam to assist him with deliveries, as Sam has a van. Fred would like Sam to be involved with the
business as an employee initially, with the option of making him a partial owner at a later time. Fred and his wife Sally have two children, Sam and Lilly. Both live
in cabins on the family farm with their spouses and children. Fred and Sally engage you as their attorney to assist with the formation of the new business,
including determining the appropriate business entity type, management issues, product liability issues, and estate planning for both the business and family
property. After your initial meeting, you identify and research the following issues.
Specifically, the following critical elements must be addressed:
I.
II.
III.
IV.
V.
VI.
VII.
VIII.
IX.
X.
Describe the main types of business entities and their defining characteristics.
Apply product liability law and determine what issues are present. How would you advise your client to mitigate those issues?
Apply the elements and characteristics of an agency relationship to Sam’s actions. Does Sam’s involvement prior to the business formation, as well as
his anticipated role once the business is formed, create an agency relationship? Why or why not?
Identify potential real property issues based on the location of the business on the family farm. Justify each potential issue.
Does the manufacture of Fred’s Miracle Cough Syrup on the family farm necessitate a formal transfer of ownership or possessory rights? Defend your
response.
Identify potential personal property issues based on the use of Sam’s personal vehicle to deliver the product. Justify each potential issue.
Does the use of Sam’s personal vehicle in the course of business expose Sam or the business to any liability issues? Defend your response.
Identify potential estate planning issues with regard to the business and the family farm. Justify each potential issue.
What estate planning vehicles are available to Fred and Sally should they desire to transfer ownership in the business and family farm, respectively, to
Sam and Lilly equally? What are the advantages and disadvantages to each?
Applying your analysis of the issues above, which type of business entity do you recommend for Fred’s Miracle Cough Syrup and why?
Case Study 2
Fred’s Miracle Cough Syrup has hit the market and become a huge success with the burgeoning integrative medicine demographic. Per your advice, Fred has
patented his famous concoction and trademarked the Fred’s Miracle Cough Syrup name and logo. Demand is so high that Fred and Sally are working full-time on
the business. Their children, Sam and Lilly, and their respective spouses, Jane and Tim, have joined the company full-time as well. In fact, Fred and Sally have
made Sam and Lilly part owners of the business. Fred, Sam, and Tim handle the production, sales, and delivery. Sally and Lilly handle the majority of the
administrative and business management tasks, while Jane acts as the bookkeeper. Sally and Fred are the only authorized signatories on the corporate account.
Sally and Lilly have been hard at work securing a new production facility and distribution chain to accommodate an upcoming contract with a national chain.
After locating a large warehouse on several acres, Sally and Lilly approach their local credit union for a loan. The business has only one business credit card used
to purchase supplies for the production of Fred’s Miracle Cough Syrup, and there is a small mortgage outstanding on the family farm. Personal debts of the
individual family members consist of small credit-card balances for Fred, Sally, Sam, and Lilly as well as an auto loan on Sam’s van.
During the commercial loan accounting review process, Sally and Lilly discover that Jane has been siphoning off large amounts of corporate money and “cooking
the books” to hide her actions. Jane has written several checks from the corporate account and forged both Sally’s and Fred’s signatures. Jane has made out all
but one of the forged checks to Don, a local loan shark, in an effort to repay her gambling debts. The check Jane did not deliver to Don was made out to “Cash,”
which she slipped into the collection box at church in an effort to absolve her guilt. The embezzlement was so severe that the family fears that Fred’s Miracle
Cough Syrup is now on the brink of bankruptcy. Meanwhile, Sam’s refusal to enter into an exclusive distribution deal with the local drugstore has enraged Bob,
the owner. Bob has now reverse engineered Fred’s cough syrup recipe and has posted it online in an act of vengeance.
As Fred and Sally tearfully recount the events of the past month, you reassure them that you are on the case, and you begin to ponder the legal issues at hand.
Specifically, the following critical elements must be addressed:
I.
II.
III.
IV.
V.
VI.
VII.
What legal defenses might Fred and Sally raise with regard to the checks written by Jane to Don? Why do you believe they will be successful or
unsuccessful?
What legal defenses might Fred and Sally raise with regard to the check written by Jane and delivered to the church? Why do you believe they will be
successful or unsuccessful?
What, if any, civil claims do Fred and Sally have against Jane based on her actions? Why do you believe they will be successful or unsuccessful?
Analyze the forms of bankruptcy available to the business in this instance (assume the business entity is the same form as you chose in Case Study 1).
What form is most appropriate and why?
Analyze the implications of a potential bankruptcy action on the business assets (assume the business entity is the same form as you chose in Case Study
1). Explain which, if any, are subject to forced sales, liens, or forfeiture.
Analyze the implications, if any, of a potential bankruptcy action by the business on the assets of the individual family members (assume the business
entity is the same form as you chose in Case Study 1). Explain if the assets of business owners are subject to forced sale, liens, or forfeiture.
What legal recourse does Fred have against Bob for infringement of intellectual property rights? Do you believe he will be successful? Why or why not?
Case Study 3
Both Fred’s family and the business have rebounded from their prior issues. Jane sought counseling for her gambling issues and has worked hard to mend her
relationships with the family. Prior to cashing the forged checks from Jane, Don was struck by lightning and experienced a spiritual enlightenment. He willingly
returned the checks to Fred and Sally and promptly joined the Peace Corps. Likewise, when the church found out the donated check was a forgery, it was
immediately returned. Bob’s wife (also Sally’s best friend) found out about Bob’s online sabotage and promptly remedied the situation. Once Fred’s Miracle
Cough Syrup was back on track, the company’s growth was exponential. Featured on a widely viewed talk show starring a prominent doctor, online orders and
demands from big-box chains nationwide skyrocketed. Fred and Sally have been told that now would be an ideal time to take Fred’s Miracle Cough Syrup public.
The only distressing issue at hand involves Tammy, a local girl who had been working as a delivery girl for the company. She applied for Jane’s former job as
bookkeeper. Fred and Sally hired Ted, an experienced accountant, instead, and Tammy has filed a claim of sex discrimination against the company and Fred
personally. Fred and Sally are seeking your advice regarding Tammy and the possibility of taking the company public.
Complete a legal analysis of the given facts, including the following elements.
Specifically, the following critical elements must be addressed:
I.
II.
III.
Evaluate three current or potential legal and/or regulatory issues apparent in this fact pattern that might impact a public offering.
Determine whether Fred’s Miracle Cough Syrup is in compliance with government regulations involving public offerings by analyzing relevant laws and
using the appropriate legal test and facts given.
Support your conclusions and provide recommendations to improve compliance and strategies for corporate growth.
Milestones
Milestone One: Case Study 1
In Module Three, you will read Case Study 1 of the final project and respond in “memo” format to the client, addressing the listed critical elements. This
milestone is graded with the Case Study 1 Rubric.
Milestone Two: Case Study 2
In Module Five, you will view the video resource on bankruptcy basics. Then, you will read Case Study 2 of the final project and respond to the client in “memo”
format, addressing the listed critical elements. This milestone is graded with the Case Study 2 Rubric.
Final Submission: Case Studies 1, 2, and 3
In Module Seven, you will read the module resources and then respond to the remaining Case Study 3 critical elements, incorporating your feedback from the
Module Six discussion topic. Submit the case study in a 4-7 page essay. Include rewrites of Milestones One and Two, and submit all three case studies as a final
submission. This submission is graded with the Final Project Rubric.
Final Project Rubric
Guidelines for Submission: Your three “memos” should be 4-7 pages each, double-spaced, with 12-point Times New Roman font, and follow APA 6th edition
format for layout and citations.
Critical Elements
Case Study 1:
Business Entities
Exemplary (100%)
Meets “Proficient” criteria and
offers insight into the nuances of
each type of business entity in
relation to one another
Case Study 1:
Meets “Proficient” criteria and
cites specific, applicable rules of
Product Liability
law
Case Study 1: Agency Meets “Proficient” criteria and
provides a thorough, step-byRelationship
step analysis with specific
supporting evidence applied to
each element of the relevant
legal test
Case Study 1: Real Meets “Proficient” criteria and
Property
cites specific, applicable rules of
law
Proficient (85%)
Describes the main types of
business entities and their
defining characteristics
Needs Improvement (55%)
Describes the main types of
business entities, but does not
describe their defining
characteristics
Applies product liability law to
Applies product liability law, but
determine issues and
does not recommend mitigating
recommends mitigating actions
actions
Applies elements and
Applies elements and
characteristics of an agency
characteristics of an agency
relationship to actions to
relationship to actions, but does
determine if an agency
not determine if an agency
relationship was created and
relationship was created, or
provides justification
justification is not logical
Identifies potential real property Identifies potential real property
issues based on the location of
issues based on the location of
the business on the family farm
the business on the family farm,
and provides justification for
but does not provide justification
each
for each
Case Study 1:
Meets “Proficient” criteria and
Determines if the manufacturing Determines if the manufacturing
Manufacture
offers insight into the nuances of necessitates a formal transfer of necessitates a formal transfer of
real property issues as they
ownership or possessory rights
ownership or possessory rights,
pertain to business
and defends response
but does not defend response
Case Study 1:
Meets “Proficient” criteria and
Identifies potential personal
Identifies potential personal
Personal Property cites specific, applicable rules of property issues based on the use property issues based on the use
law
of Sam’s personal vehicle to
of Sam’s personal vehicle to
deliver the product and provides deliver the product, but does not
justification for each
provide justification for each
Case Study 1: Liability Meets “Proficient” criteria and
Determines if the use of a
Determines if the use of a
offers insight into the nuances of personal vehicle exposes Sam or personal vehicle exposes Sam or
Issues
personal property issues as they the business to any liability issues the business to any liability
pertain to business
and defends response
issues, but does not defend
response
Case Study 1: Estate Meets “Proficient” criteria and
Identifies potential estate
Identifies potential estate
cites specific, applicable rules of planning issues and provides
planning issues, but does not
Planning
law
justification for each
provide justification for each
Not Evident (0%)
Does not describe the main types
of business entities or their
characteristics
Value
4.8
Does not apply product liability
law to determine issues
4.8
Does not apply elements and
characteristics of an agency
relationship to actions to
determine if an agency
relationship was created
4.8
Does not identify potential real
property issues
4.8
Does not determine if the
manufacturing necessitates a
formal transfer of ownership or
possessory rights
Does not identify potential
personal property issues
4.8
Does not determine if liability
issues are present
4.8
Does not identify potential estate
planning issues
4.8
4.8
Case Study 1:
Meets “Proficient” criteria and
Transfer Ownership offers insight into the importance
of estate planning issues in
business
Determines estate planning
vehicles available to transfer
ownership equally and provides
advantages and disadvantages of
each
Case Study 1:
Meets “Proficient” criteria and
Applies legal and factual analysis
Business Entity
offers insight, based on research, to form a recommendation on an
as to why the chosen type of
appropriate business entity and
business entity would be an
provides rationale
appropriate choice for Fred’s
Miracle Cough Syrup
Case Study 2: Legal Meets “Proficient” criteria and is Determines the legal defenses
Defenses
well supported using appropriate with regard to the checks written
by Jane to Don and explains why
sources
defenses would be successful or
unsuccessful
Case Study 2: Church Meets “Proficient” criteria and is Determines the legal defenses
well supported with appropriate with regard to the check written
sources
by Jane and delivered to the
church and explains why
defenses would be successful or
unsuccessful
Case Study 2: Civil Meets “Proficient” criteria and
Determines civil claims available
provides specific supporting
to Fred and Sally against Jane and
Claims
evidence applied to each
evaluates potential for success of
element of the relevant legal test those claims
Case Study 2:
Meets “Proficient” criteria and
Analyzes available forms of
Bankruptcy
offers research to illustrate why bankruptcy based on the chosen
the chosen types of bankruptcy type of business entity and
would be available based on the determines which form is most
chosen type of business entity
appropriate and why
Case Study 2:
Meets “Proficient” criteria and
Analyzes implications of
Business Assets
offers a nuanced insight into the bankruptcy on business assets
relationship between a
and explains which are subject to
bankruptcy action by a business forced sales, liens, or forfeiture
and business assets
Case Study 2: Family Meets “Proficient” criteria and
Analyzes implications of
offers a nuanced insight into the bankruptcy on personal assets of
Members
relationship between a
individuals and explains if the
bankruptcy action by a business assets are subject to forced sale,
and personal assets
liens, or forfeiture
Determines estate planning
vehicles available to transfer
ownership equally, but does not
provide advantages and
disadvantages of each
Applies legal and factual analysis
to form a recommendation on an
appropriate business entity, but
does not provide rationale
Determines the legal defenses
with regard to the checks written
by Jane to Don, but does not
explain why defenses would be
successful or unsuccessful
Determines the legal defenses
with regard to the check written
by Jane and delivered to the
church, but does not explain why
defenses would be successful or
unsuccessful
Determines civil claims available
to Fred and Sally against Jane,
but does not evaluate potential
for success
Analyzes available forms of
bankruptcy based on the chosen
type of business entity, but does
not determine which form is
most appropriate or why
Analyzes implications of
bankruptcy on business assets,
but does not explain which are
subject to forced sales, liens, or
forfeiture
Analyzes implications of
bankruptcy on personal assets of
individuals, but does not explain
if the assets are subject to forced
sale, liens, or forfeiture
Does not determine estate
planning vehicle available
4.8
Does not apply legal and factual
analysis to form a
recommendation
4.8
Does not determine the legal
defenses with regard to the
checks written by Jane to Don
4.8
Does not determine the legal
defenses with regard to the
check written by Jane and
delivered to the church
4.8
Does not determine civil claims
available to Fred and Sally
against Jane
4.8
Does not analyze available forms
of bankruptcy based on the
chosen type of business entity
4.8
Does not analyze the implications
of bankruptcy on business assets
4.8
Does not analyze implications of
bankruptcy on personal assets of
individuals
4.8
Case Study 2:
Meets “Proficient” criteria and
Intellectual Property cites specific, applicable rules of
law
Rights
Case Study 3:
Regulatory Issues
Meets “Proficient” criteria, and
choices are suitable and well
supported
Case Study 3: Legal
Test
Meets “Proficient” criteria and
provides specific supporting
evidence applied to each
element of each relevant legal
test
Case Study 3:
Recommendations
Meets “Proficient” criteria and
uses discipline-specific language
to establish expertise
Articulation of
Response
Determines the legal recourse
Fred has against Bob and explains
why Fred will be successful or
unsuccessful
Accurately evaluates three
current or potential legal and/or
regulatory issues in the fact
pattern that might impact a
public offering
Accurately determines whether
Fred’s Miracle Cough syrup is in
compliance by analyzing relevant
laws and using the appropriate
legal test and facts given
Supports conclusions of law and
provides recommendations to
improve compliance and
strategies for corporate growth
Submission is free of errors
Submission has no major errors
related to citations, grammar,
related to citations, grammar,
spelling, syntax, and organization spelling, syntax, or organization
and is presented in a professional
and easy-to-read format
Determines the legal recourse
Fred has against Bob, but does
not explain why Fred will be
successful or unsuccessful
Evaluates three current or
potential legal and/or regulatory
issues in the fact pattern that
might impact a public offering,
but evaluation lacks accuracy
Determines whether Fred’s
Miracle Cough syrup is in
compliance by analyzing relevant
laws and using the appropriate
legal test and facts given, but
determination lacks accuracy
Supports conclusions of law, but
does not provide
recommendations to improve
compliance and strategies for
corporate growth
Submission has major errors
related to citations, grammar,
spelling, syntax, or organization
that negatively impact readability
and articulation of main ideas
Does not determine the legal
recourse Fred has against Bob
4.8
Does not evaluate potential
issues in the fact pattern
4.8
Does not determine whether
Fred’s Miracle Cough syrup is in
compliance
4.8
Does not support conclusions of
law or provide recommendations
4.8
Submission has critical errors
related to citations, grammar,
spelling, syntax, or organization
that prevent understanding of
ideas
Earned Total
4
100%
Running Head: FINAL PROJECT MILESTONE TWO
Final Project Milestone Two
Student Name: Abby Olson
Institutional Affiliation: Southern New Hampshire University
Date: November 27th 2021
1
FINAL PROJECT MILESTONE TWO
2
Subject: Legal Matters against Jane
There are a lot of defenses that you can raise concerning the checks written by Jane to
Don. The defenses include forgery; from the case study, it is pretty clear that Jane intentionally
forged signatures intending to defraud. In court, under the penal code 70, the crime of forgery is
that which one intentionally defrauds by either forging someone’s signature or name on a check
made to another party without their consent (Hemrai, 2002). Also, Jane, under the accountant’s
profession, can be charged with fraud if she misinterpreted a material fact, acted with the
intention of deceit, caused misinterpretation to a client which the client relied on, and lastly, if
the client suffers in any way from relying on fraudulent information. There are two types of
fraud that you can charge Jane with; actual fraud and constructive fraud. It is clear from this case
that it is an actual fraud since Jane did the actions intentionally. Before the judge, it would be
appropriate for the complainant to testify that they did not sign the document and request a
handwritten exam identifying the person who signed (Rashid, 2018). In any case, the signature is
not approved to be of the owner, and any liability will not be imposed on the wrongly accused
party. However, there is another angle the court can handle this matter; Don can be charged with
negligence since he ought to have checked the signatures in the check and submitted the check-in
question to the particular bank immediately for a check-up. It is clear from the case study that
Loan Sharks were involved in the illegal business since, despite the check being forged, they
cashed it successfully. The act of forgery or fraud is a felony in all countries and states; the
punishment of such a felony would belong to a jail term and or with heavy fines. Jane’s amount
of money embezzled to Don can be recovered from Loan Sharks since they were knowingly and
negligently cashing out the checks without proper verification of the signatures. I have a firm
FINAL PROJECT MILESTONE TWO
3
conviction that the defense of fraud or forgery, in this case, would be the most successful than
any other possible defenses that you can make concerning the check written by Jane to Don.
You have two main legal defenses against Jane concerning the check written to the
church: tax fraud and forgery. As evidenced by this case, Jane is making checks by falsifying the
genuine owner’s name and signature on the check. According to the church values and beliefs,
one cannot donate with someone else’s money without consent. The church can dishonour the
check, and the owner of the check refunded their money. Also, it can be illegal to write such a
check off in the church’s tax returns. However, you might be disadvantaged in case the church
had already completed the cashing out of the check.
The civil claims on Jane include embezzlement, impersonation, or forgery, and
misrepresentation of their personality. The suit can go both ways; it can be either successful or
unsuccessful. In misrepresentation of personality, Jane claimed your personality, which
according to personal rights, is illegal. Firstly, you can explain that the check is not valid since
Jane forged the signatures. You can have another claim based on forgery; they have to prove that
the signature on the check Jane presented to Don was not their own but an act of impersonation
by Jane. As per embezzlement of funds, you can sue Jane since she, as the bookkeeper, had to
keep accurate records for the company. She failed in her responsibility according to Section 11
of the Securities Act of 1993 (Sale, 2018). The act clearly states that all accountants are liable for
any omissions and misstatements made in the company book of accounts. Also, according to the
same act, all accountants are expected to perform their duties with diligence. Due to that, Jane is
responsible and answerable for the stolen money.
FINAL PROJECT MILESTONE TWO
4
In this case, Fred’s Miracle Cough Syrup is a limited liability company; therefore,
chapters 7 and 13 bankruptcy are applicable. From the chapters, Fred and the business are one;
there is no separation between them. From the chapters, it is clear that in case of a debt, Fred’s
creditors are allowed to sue him individually and take his assets, for that matter. The only
property that can be exempted is the one acknowledged by the State law, and this takes about
four months for the bankruptcy charges to be fully processed. According to chapters 7 and 13
bankruptcy actions on a sole proprietorship, the personal assets are not treated as a separate legal
entity since they are also listed together with the business assets in the bankruptcy. Therefore, the
business assets of Fred’s business might be subject to forced sales if he fails to pay his debts. It is
also clear that the individual family members may be affected by the bankruptcy since the family
assets are listed along with the business assets and are subject to forced sales unless the property
is exempted by State law. Chapter 7 bankruptcy is the most appropriate since it allows the
owners, for instance, Fred, in this case, to terminate their non-exempt assets.
Intellectual property is the mind creations, for instance, art, and literary works, designs,
and symbols used by a person or a business in commerce (Campi & Duenas, 2019). Intellectual
property is owned by a person or a business and protected by law in trademarks, patents, and
copyrights. Intellectual property enables people to benefit from their creations hence fostering a
creative and innovative environment. In the case of Fred’s Miracle Cough Syrup, Fred can use
the Intellectual Property Rights to sue Bob for his actions. Copyrights protect the original work
of the formula, which Bob infringed. According to patent rights, Fred’s inventions and designs of
the syrup are protected so no one can produce a similar copy of the product. For the patent
protection to be granted to Fred, the syrup must be patentable. The syrup must be a unique
creation by Fred, meaning no one could have made the syrup. Lastly, the syrup must not be
FINAL PROJECT MILESTONE TWO
5
obvious to make meaning; not just anybody should make the syrup without specific skills.
However, there was no evidence that Bob obtained information from Fred and changed the
formula of the syrup. Also, in the court of law, the patent rights might not protect you since the
cough syrup was not entirely a new idea, nor was the invention unique; anybody could come up
with the syrup, is proven since Bob single-handedly reverse-engineered the syrup and came up
with the recipe. According to the trademark policy, a trademark must be a distinctive mark,
picture or design used in conjunction with a product and helps the customers identify the product
and its producer (Stim, 2020). As an attorney, I believe that the trademark claim might be bound
to fail since Bob posted the recipe online; hence we have to do additional research to establish
whether he used your design or logo. Therefore, it would be difficult to make a successful claim
against Bob unless you utilize everything in the Intellectual Property Rights, such as the misuse
of confidential information or leaking the syrup’s business secret to the public. When you utilize
such matters, you would successfully build a solid case against Bob and win.
Regards,
Lawyer’s Name
Signature
FINAL PROJECT MILESTONE TWO
6
References
Campi, M., & Dueñas, M. (2019). Intellectual property rights, trade agreements, and
international trade. Research Policy, 48(3), 531-545.
Hemraj, M. B. (2002). The crime of forgery. Journal of Financial Crime.
Rashid, M. M. (2018). The crime of forgery by leaving. Journal of College of Law for Legal and
Political Sciences, 7(27/part 1).
Sale, H. A. (2018). Disclosure’s Purpose. Geo. LJ, 107, 1045.
Stim, R. (2020). Patent, copyright & trademark: an intellectual property desk reference. No.
United States Courts (2010). Bankruptcy Basics- Part 2: Types of Bankruptcy. Retrieved from
https://www. Youtube.com/watch?v=DXv-na6y8nE
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