Please find below you second essay of the week for SIU's bar program. Please read and follow the directions below.
ESSAY DUE DATE: This essay will be due on this Thursday - January 16th.
DELIVERING THE ESSAY TO ME: You may certainly email it to me at tjohnson@siu.edu. If you would prefer to give me a hard copy, place the hard copy in the receptacle in your commercial bar prep room. If you are not in a commercial bar prep class, slip the paper under my door or give it to my secretary (Ms. Carol Manis in room 243). If you slip it under my door or give it my secretary, you should let me know that you have done that.
WRITING OR TYPING: Approach these essays (and all your practice essays) in the way that you will for the bar exam. Thus, if you plan to type for the bar exam, then type your answers. If you plan to write, then write your answers to these essay questions. If you write, I will gladly accept scanned electronic copies of your essays.
INCLUDE YOUR NAME AND CONTACT INFORMATION ON YOUR ESSAY: Occasionally, I may have a question about the work you have turned in. Having your contact information helps us to easily get a hold of you if we have any questions about your essay.
BARBRI/KAPLAN/THEMIS STUDENTS
Essay - Agency and Partnership - Please use the July 2009 Agency and Partnership Question in your essay book. The text of the question is set out below.
Six months ago, Andy, Ben, and Carol executed a document entitled “Metropolitan Limited Partnership Agreement” (“the agreement”). Under the terms of the agreement, Andy, Ben, and Carol were to be “limited partners” in the “Metropolitan Limited Partnership” (“MLP”). The agreement provided that each would contribute $500,000 to the venture, which they each did.
The agreement also provided that Warren would be the “general partner” of MLP, but Warren never signed the agreement.
The agreement further provided that the venture would buy undeveloped land and hold it for development. The land was purchased, and a deed for the land naming MLP as grantee was executed, delivered, and recorded. In the MLP name, Andy, Ben, and Carol also hired a marketing company, Marketing, to develop a campaign to resell the land as “Metropolitan Estates.”
Two Months after the agreement was executed by Andy, Ben, and Carol, Marketing sued MLP, and Any, Ben, and Carol individually, for nonpayment of amounts due to Marketing for services it had provided to MLP. MLP is unable to pay Marketing because the land, its only asset, has substantially depreciated due to an economic downturn.
Immediately after Marketing filed suit, Andy, Ben, and Carol filed a certificate of limited partnership in the name of MLP in the appropriate state office.
Two weeks after the certificate of limited partnership was filed, Zack went onto the land owned in the name of MLP and fell down an uncovered well. Zack died as a result of injuries suffered in the fall. Zack’s estate has filed a wrongful death action against Andy, Ben, and Carol individually.
1. What type of entity is MLP? Explain.
2. Can Marketing recover from Andy, Ben, and Carol personally for the amounts it is owned by MLP? What steps must it follow if it tries to do so? Explain.
3. If Zack’s estate is entitled to damages, can it recover from Andy, Ben, and Carol personally for the wrongful death claim? What steps must it follow if it tries to do so? Explain.