Law

Criteria Exemplary Proficient Marginal Unacceptable Introduction Summarizes the case facts and legal theories. Effectively and concisely summarizes the case and legal issues involved Summarizes the case and legal issues involved, but is not concise. Summarizes the case and most of the legal issues involved, but is not concise. Leaves of important legal issues of the case, and the summary is ineffective. Questions Answers the questions completely including both legal and ethical issues Answers the questions completely and concisely covering all legal and ethical points with factual support. Answers the questions completely covering all legal and ethical points with factual support. Answers the questions, but some legal and ethical points are missing or there is a lack of factual support. Answers are vague and important points are missing. Conclusion Understands the legal impact of the decision. Demonstrate a clear understanding of the importance of the case and its meaning to business. Demonstrate an understanding of the importance of the case and its meaning to business. Demonstrate an understanding case, but not its importance. Misses the importance of the case and its meaning in business.. Organization of Paper Report is professional in appearance; includes title page, headings/subheadings, exhibits are creative and informative; external sources are properly cited; easy to read, comprehend; persuasive. Report is acceptable in appearance; includes title page, headings/subheadings; exhibits are clear and informative; external sources are properly cited; easy to read and comprehend. Report has content but sections are confusing to follow; insufficient headings/subheadings; exhibits are informative but not integrated into text; sources not properly cited. Report lacks headings, subheadings, summary; logic difficult to follow; exhibits are sloppily presented and confusing; sources not cited. Writing style Clear and persuasive; uses appropriate technical and business terms; logical and well-supported proposals; exhibits are well-integrated into the text; report is well-edited. Clear and well-written but lacks conviction; uses appropriate technical and business terms; logical and well-supported proposals; exhibits not always integrated into the text; report is well-edited. Readable; lacks appropriate technical and business terms; editing is uneven; proposals are logical but not well-supported. Poor grammar, sloppy presentation, many typo-graphical error; logic is weak and difficult to follow. All papers will be 1. 8 ½ x 11 paper, portrait 2. Double spaced 3. Papers must be submitted in electronic format on Blackboard 4. Margins shall be 1 inch on each side 5. Font Times New Roman 12 points 684 Part VI Business Organizations 32. id Management Under state LLC law, the articles of organization filed with the secretary of state's office must include under which one of two methods of management the LLC will function. A member-managed LLC functions like a general partnership. For example, each member of the LLC has the power to bind the LLC to a contract, and all members must approve by majority vote the hiring of a new employee. This type of management construct is quite appropriate in family LLCs or those where members are also employees of the LLC. In a manager-managed LLC, a single person or a select group has the power to manage the LLC. The manager or managers may be nonmembers. In some respects, this approach is similar to the corporate form where individuals function as officers of the corporation. Depending on the provisions dealing with management within an operating agreement, even in a manager.. managed LLC, members may have the ability to approve specified decisions. This structure tends to work better in larger LLCs where it is impractical to have a high degree of member participation in management. In Case 32.2, the issue of when a LLC manager is personally liable for actions undertaken in furtherance of an LLC interest is addressed. CASE 32,2 The People of the State of California v. Pacific Landmark, LLC, et al. 129 Cal. App. 4th 1203 (2005) Court of Appeal of California, Second Appellate District, Division Three Aldrich, Justice The City of Los Angeles and the People of the State of California (collectively, the City) brought a red light abate-ment action (Pen. Code, § 11225) against the operators of a business-arid . the owners of the strip mall where the business was located. The action alleged that the business was a front for prostitution and an illegal massage parlor. In July 2001, Pacific leased the premises to Melikyan for three years with an option for a five-year extension. Mavaddat signed the lease on behalf of Pacific. Thereunder, the tenant was to obtain Pacific's written approval for all signs. Pacific retained the right to enter the premises to inspect its condi-tion and the tenant's compliance with laws, ordinances, permit requirements, and the lease. The permitted use was "Medical Therapy Offices." The premises were to be used for the business known as Victoria's Health Care. Victoria's Health Care has a well-established reputa-tion as a location where illicit activity, notably prostitution, occurs on an open and systematic basis. Defendant Spencer, whose chiropractic license was displayed on the wall in the reception area, was "known to the law enforcement commu-nity as a chiropractor engaged in several illegal massage parlor and prostitution operations in the City. ..." The trial court issued a preliminary injunction prohibiting the opera-tion of a massage parlor or a house of prostitution. Pacific Landmark, LLC (Pacific), a limited liability company and owner of the property, and Ron Mavaddat, Pacific's manager (collectively, appellants), appeal contends, as manager of Pacific, that he is exempt from personal liability for any order or judgment against Pacific. The Legislature enacted the Beverly-Killea Limited Liability Company Act (the Act) in 1994. (Corp. Code, § 17000 et seq.) "A limited liability company is a hybrid business entity formed under the Corporations Code ... [which] provides members with limited liability to the same extent enjoyed by corporate shareholders [citation] ...," while maintaining the attributes of a partnership for federal income tax purposes. Generally, while members of a limited liabil-ity company are not personally liable for judgments, debts, obligations, or liabilities of the company "solely by reason of being a member" (Corp. Code, § 17101, subd. (a)), they are subject to liability under the same circumstances and to the same extent as corporate shareholders under the common law principles govern-ing alter ego liability and are personally liable under the same circumstances and extent as corporate share-holders. Also, the Act "do[es] not relieve a member from liability arising from (1) the member's tortious conduct, or (2) the terms of a member's written guaran-tee or contractual obligation." By contrast, the Act does not contain a similar provision specifically exposing managers to personal liability. Mavaddat focuses on Corporations Code section 17158, subdivision (a) to contend that the trial court erred in issuing the nuisance abatement injunction against him because that section exempts him from (continues)