...er, officer authority, and any internal claims against the CEO. Tests corporate powers and officer authority without relying on obsolete ultra vires shortcuts. Model Business Corporation Act principles
Citations: Model Business Corporation Act principles
Corporate officers receive repeated written warnings that a plant is violating safety regulations. They deliberately ignore the warnings because stopping production would reduce quarterly bonuses. Which fiduciary-duty co...
Citations: General corporate fiduciary-duty principles
Corporate counsel asks a plant technician to describe a machine failure so counsel can advise the company about legal exposure. The technician sends counsel a confidential memo describing what happened. A plaintiff seeks...
Citations: Fed. R. Evid. 501
A corporation incorporated and headquartered in State X was sued in federal court in State Y by a State Y plaintiff. The complaint alleged state-law negligence and sought $60,000 in damages. Before answering, the corpora...
Citations: Fed. R. Civ. P. 12(b), Fed. R. Civ. P. 12(g), Fed. R. Civ. P. 12(h)
A newly incorporated business has shareholders, a board of directors, officers, employees, creditors, and customers. A student asks who generally has legal authority to manage or direct the corporation's business and aff...
Citations: Model Business Corporation Act principles
Borrower is a small manufacturer incorporated and headquartered in State L. Bank is headquartered in State M. Bank's loan officer traveled to State L, inspected Borrower's factory, and negotiated most loan terms there. B...
Citations: Restatement (Second) of Conflict of Laws, Modern governmental-interest analysis
SilverFarm Inc., incorporated and headquartered in State A, sells farm sensors throughout State B. State B has three federal districts. SilverFarm has a sales office in the Northern District of State B and a repair wareh...
Citations: 28 U.S.C. 1391
...injured during a guided mountain-bike tour in State B. Guide Co. is incorporated and headquartered in State A, advertised the tour to State A residents, and required customers to sign releases in State A. The tour took p...
Citations: Restatement (Second) of Conflict of Laws, Modern governmental-interest analysis
...Analytics, Inc. reimbursed themselves for luxury travel unrelated to corporate business. At that time, Jordan owned no shares. Last year, Jordan bought 5% of Cedar's shares from a founder. This year, Jordan inherited an...
Citations: Model Business Corporation Act derivative proceeding principles, NCBE February 2022 MEE derivative-standing analysis
A caterer breached a contract to provide food for a corporate retreat. The retreat organizer hired another caterer at a higher price and sued for contract damages. Which statement best describes the purpose of expectatio...
Citations: Restatement (Second) of Contracts 344, Restatement (Second) of Contracts 347, NCBE NextGen UBE Content Scope, Contracts
A citizen of State A sued a hotel corporation incorporated and headquartered in State B in federal court under diversity jurisdiction, seeking $400,000 for injuries suffered when a balcony railing collapsed. The hotel an...
Citations: Fed. R. Civ. P. 14, Fed. R. Civ. P. 13, 28 U.S.C. 1367
A corporation incorporated in State A has its headquarters and executive offices in State B. What is the corporation's citizenship for diversity purposes? The correct answer states the corporate citizenship rule. 28 U.S...
Citations: 28 U.S.C. 1332(c)(1), Hertz Corp. v. Friend
A court finds that a corporate officer wrongfully diverted a contract opportunity that belonged to the corporation and earned $600,000 in profit from it. Which remedy is most likely available? The correct answer states t...
Citations: General corporate opportunity principles
A shareholder alleges that directors wasted corporate assets by approving a no-value consulting contract. The shareholder seeks repayment to the corporation. Which statement best describes the claim? The correct answer u...
Citations: General shareholder litigation principles
Analytics Co. is incorporated and headquartered in State A. It sells subscription software nationwide through its website. The website lets customers choose their state, calculates state sales tax, and provides state-spe...
Citations: International Shoe Co. v. Washington, Burger King Corp. v. Rudzewicz, World-Wide Volkswagen Corp. v. Woodson
AutoMaker is incorporated and headquartered in State M. It advertises heavily in State P, operates an interactive State P website, ships replacement parts to State P dealers, and runs a State P customer-loyalty program...
Citations: Ford Motor Co. v. Montana Eighth Judicial District Court, World-Wide Volkswagen Corp. v. Woodson, Daimler AG v. Bauman, Goodyear Dunlop Tires Operations, S.A. v. Brown
BeaconTutor Inc. is incorporated and headquartered in State M. It licenses online tutoring software to regional operators. Dario, a State N resident, contacted BeaconTutor after seeing its national advertisement. After s...
Citations: Burger King Corp. v. Rudzewicz, International Shoe Co. v. Washington, Fed. R. Civ. P. 4(k)
Before GreenByte Inc. was incorporated, its founder, Laila, negotiated a three-year office lease with Metro Workspace. The lease identified the tenant as "GreenByte Inc., a corporation to be formed," and Laila signed, "L...
Citations: Model Business Corporation Act principles
BlueForge Inc. was properly incorporated. Maya owns 55 percent of its shares but is not a director, officer, or employee. While the CEO was away, Maya signed a $90,000 software contract with a vendor, writing "BlueForge...
Citations: Model Business Corporation Act principles
Corporation is incorporated in State D and has its principal place of business in State E. It sells products nationwide, including in State F. A plaintiff sues Corporation in State F on a claim unrelated to State F. Wher...
Citations: Daimler AG v. Bauman, Goodyear Dunlop Tires Operations, S.A. v. Brown
DrugCo is incorporated and headquartered outside State F. State F residents sue DrugCo in State F for injuries from pills prescribed and purchased in State F. Nonresident plaintiffs join the same State F case, but their...
Citations: Bristol-Myers Squibb Co. v. Superior Court
GlobePay is incorporated and headquartered in Country Z. It has no offices, employees, bank accounts, or registered agent in any U.S. state. GlobePay operates a payment platform used by online merchants. It maintains an...
Citations: Federal Rule of Civil Procedure 4(k)(2), International Shoe Co. v. Washington, Burger King Corp. v. Rudzewicz
In a federal securities suit, corporate counsel interviewed lower-level accounting employees after management discovered possible revenue-recognition errors. Counsel told the employees the interviews were confidential an...
Citations: Fed. R. Civ. P. 26(b)(1), Fed. R. Civ. P. 26(b)(5), Upjohn Co. v. United States
MetroRail Corp. is incorporated in State D and has its headquarters in State E. It operates freight routes in 22 states. In State F, MetroRail owns one repair yard, employs 600 workers, and earns 8% of its annual revenue...
Citations: Daimler AG v. Bauman, BNSF Railway Co. v. Tyrrell, Mallory v. Norfolk Southern Railway Co.
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