Read this case and asnwer:

read this case and asnwer: http://www.ecases.us/case/illappct/2057441/1515-north-wells-v-1513-north-wells

BLR 235 F14 Quiz #19                                 Name: ___________________________

                                                                                                8:00      9:30      11:00

           

1. The   business known as 1515 N. Wells was organized as a(n) __________.

2. This type of business organization is created by a(n) ____________ between parties to carry on a business for profit.

3. In order to create this type of business organization a(n) __________ must be filed with the state and a(n)   _______ must then be issued by the state.

4. Taxes on this type of business organization are paid by the personal tax returns of the _________ in the business based on the profit each shares in the business.

5. The General Partner(s) for 1515 N. Wells were/was known as _________ and was organized as a(n)   __________.

6. The General Partner(s) of 1515 N. Wells had the _____ duties for the business.

7. Under the business organization of 1515 N. Wells, the General Partner(s) had _____________ for civil wrongs occurring in the business operations.

8. The general partner(s) for 1515 N. Wells, under this type of liability (question #7 above) would be exposed to ___________ liability for any civil wrongs occurring in the business allowing for any and all _________ assets of the General Partner(s) to be used to pay for the liability. (same word both blanks.)

9. The organizers ( investors- shareholders ) of the General Partner for 1515 N. Wells was/were   __________.

10. The organizers ( investors- shareholders ) of the General Partner for 1515 N. Wells had __________ as shareholders and could only lose the amount of their __________ in the business organization of the General Partner(s).

            A. Partners                                          N. Full Liability/Shareholders

            B. Incorporators                                 O. Limited Liability/Investment

            C. Investors                                        P. Certificate Limited Partnership/ Charter

            D. Full Liability                                 Q.   First Chicago Realty

            E. Limited Liability                            R. SP Devel./Corp

            F. Managerial                                     S;. Articles of Incorporation/Certificate

            G. Personal                                         T. Agreement

            H. Limited Partnership                      U. License

            I. Corporation                                               V. 1513 N. Wells, Inc.

            J. Sole Proprietorship                                   W. Statement of Qualification/License

            K. Entrepreneurship                           X.   Corporate Veil

            L. Limited Liability Co.                      Y. Bracken, Sutherland, Pearsall

            M. General Partnership                      Z. Sutherland and Pearsall

Page 2, choose from answers below

11. The limited partners of 1515 N. Wells were/was ____________ .

12. The limited partners of 1515 N. Wells had ________ for the civil wrongs occurring in operations of 1515 N. Wells and thus could only lose the amount of their ________.

13. The limited partners of 1515 N. Wells could not have any _________ duties in the operation of the business known as 1515 N. Wells.

14. One limited partner of the business known as 1515 N. Wells, Mr. Thomas Bracken, created a business known as 1513 N. Wells organized as a(n) ________.

15. This type of business organization is created by a(n) ____________ between parties to carry on a business for profit.

16. In order to create this type of business structure __________ of organization must be filed with the state and a(n)_______ be issued by the state.

17. This type of business organization (question #14 above) has owners known as ________ who invest in and own the business.

18. The owners of this type of business organization (See #14 above) have __________ liability for the civil wrongs of the business and are not _________ liable for those wrongdoings.

19. The investors/owners of this type of business organization (See #14 above) can share in all _________ duties of the organization.

20. Taxes on this type of business organization can “pass through” the business and are paid by the personal tax returns of the _________ in the business based on the profit each shares in the business.

Two terms Used Twice

            A. Full /investment                             N. Articles/Charter

            B. Limited /investment                      O. Shareholders

            C. Personal/investment                      P. Capitalists

            D. Corporation                                   Q. Members-owners

            E. General Partnership                      R. Limited/Personally

            F. Sole Proprietorship                       S. Unlimited/Personally

            G. Limited Liability Co.                     T. Partnership

            H. Limited Liability Partner               U. SP Development Corp.

            I. Agreement                                      V. First Chicago Realty

            J. Corporate                                       W. Deed        

            K. Investment                                     X. Covenant not to compete

            L. Financial                                         Y. Bracken, Sutherland, Pearsall

            M. Managerial                                                Z. Sutherland and Pearsall   

Page 3, choose from answers below

BLR 235 F14 Quiz #20                                           Name: ___________________________

                                                                                                8:00      9:30      11:00           

1. Sutherland and Pearsall created another firm called Sutherland and Pearsall Development which firm was a _________ company to build the condos.

2. The General Partner of 1515 N. Wells, SP Development Corp., then chose this Sutherland and Pearsall firm to be the company for construction of the condominiums even though that company submitted the only _________ for the project.

3. Sutherland and Pearsall also created another company, First Chicago Realty which served as the ______ in the sale of the residential units in the condominium building at 1515 N. Wells.

24. One of the limited partners of the business known as 1515 N. Wells, Mr. Thomas Bracken, entered into an agreement with the business known as 1515 N. Wells for a loan of $250,000 and signed a _________   for repayment.

5. When Bracken did not repay, the Business known as 1515 N. Wells sued Bracken for __________ due to his failure to repay the loan.

6. Thomas Bracken counter-claimed against Sutherland, Pearsall, and the General Partner of 1515 N. Wells alleging violation of a(n) ___________ duty owed by them to the business of 1515 N. Wells.

7. Bracken claimed the decision of the General Partner of 1515 N. Wells to use Sutherland and Pearsall’s own firm for construction of the condos harmed him as a(n) ________ partner in the business known as 1515 N. Wells.

8. Bracken based this claim on the fact that the agreement(contract) between the General Partner of 1515 N. Wells and the Sutherland and Pearsall Construction firm contained lucrative benefits including a(n) _________ Clause for the construction firm, …

9. … and a clause giving rights to the construction firm to keep the ______ generated by the sale of condos upgrades to retail buyers.

10. The trial court held that Sutherland and Pearsall, as investors-shareholders SP Development which served as the General Partner of the business known as 1515 N. Wells, could not be held _________ liable for their acts as shareholders in their corporate capacities.

            A. Investment firm                             N.   Broker

            B. Banking Firm                                  O.   Negotiator

            C. Construction Firm                          P.   Arbitrator

            D. Brokerage Firm                              Q.   Mediator

            E. Corporate Firm                              R.   Promissory Note

            F. Breach of Contract                                    S.   Negotiable Instrument

            G. Breach of Good Faith                   T.   Bank Check

            H. Managerial                                    U.   Cost plus fee

            I.   Fiduciary                                       V.   Revenue

            J.   Corporate                                      W. Personally

            K. Trustee                                          X.   Third Party

            L.   General                                         Y.   Mortgage

            M. Limited                                         Z.   Bid

                       

Page 4, choose from answers below

11. The trial court held that Bracken had breached his contract on the ________ which he signed with the business known as 1515 N. Wells, and had to repay it with interest in the amount of $447,839.

12. The trial court also held that SP Development Corp,, the General Partner of 1515 N. Wells, had breached the __________ it owed to the Bracken as a limited partner and the trial court entered a judgment against the General Partner (but not Sutherland and Pearsall) for Bracken in the amount of $900,000.

13. Everybody appealed the trial court decision. Bracken claimed that the court should “____________” (see text page 584) of the SP Development Corp, (the General Partner of the business known as 15125 N. Wells) and hold Sutherland and Pearsall, the shareholder -investors of the SP Development Corp fully and personally liable because their personal and corporate interests were intermingled.

14. The SP Development Corp. argued that it did not breach any duty to the limited partnership because the limited partnership agreement signed by all parties allowed for all partners to “ engage in any activities they choose” without incurring any ___________ legal or otherwise to the other partners.

15. The main issue therefor is whether or not this language in the limited partnership agreement creating the business known as 1515 N. Wells could ___________ the partners for breach of their duty to each other.

16. The Appeals Court quoted an earlier Illinois case which stated that : “ A __________ exists between partners and each is bound to exercise the utmost good faith in all dealings and transactions related to the partnership.”

17. The court also relied on the Illinois statute known as the ______ which states that a partnership agreement may not “eliminate or reduce a partner’s fiduciary duties.”

18. The Court also stated that language in an agreement that allows discretion for the parties “does not metamorphose [expand] the document into an unrestricted license to engage in ______ at the expense of those to whom the managing partner owes such a duty.”

19. In summary, the Appeals Court held that SP Development Corp, the General Partner of the business known as 1515 N. Wells, LLP, has full liability for $900,000 for breach of its duty, but the shareholders – investors of the SP Development Corp., Sutherland and Pearsall, have only limited liability because the court would not Pierce the ____________ of the SP Development Corp.

20. Each law firm in this lawsuit was organized as a(n) ______ (see the top of the opinion for the answer to this question) which ______ the liability of one partner for the acts committed by other partners.

A. Obligation                   H. Self-Dealing                         O. Corporate Duty            V. Dissolve Corporate Entity

B. Violation          I. Self Defense                        P.   Partnership Duty         W. Bankrupt Corporate Status

C. Enumeration    J. Uniform Partnership Act     Q. Investor Duty               X. Fiduciary Relationship

D. Appropriation K. Uniform Commercial Code R. Promissory Note          Y. Financial Relationship

E. Immunize         L. Uniform Common Law       S. Negotiable Instrument Z. LLP/limits

F. Disclaim           M. Corporate Veil                    T. Bank Check

 

G. Exculpate        N. Fiduciary Duty                   U. Pierce the Corporate Veil

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