Question and Answer
(2). The best business from for this circumstance would be a limited partnership. In a limited partnership is a partnership with at least one limited partner. In this case the limited partners would be my nine friends that contributed the U.S. $6 million for the purchase of the team. I would be the general partner. As general partner I would be liable for the obligations of the team but also, as agreed upon, I would also be the sole general manager of the business with the authority to make all business and baseball decisions. The limited partners would have limited liability for the obligations of the team but they would not have any management or control authority, as agreed upon. Naturally, we would all enjoy a share of any profits that the team accrues. Similarly, with a partnership agreement, we can guarantee the continuity of ownership for the ten years that we originally set as a deadline before sale of the team.
(3). Under the Uniform Limited Liability Company Act of 1996, LLCs are given broad flexibility to arrange how the company it managed and what internal laws and policies the company decides to follow. While there is no requirement that an LLC draft a written agreement, once one is drafted and executed, it serves, in essence, as the company’s companies constitution and cannot be changes unless by the agreement of all members. In this case, Olsen can only receive his capital contribution and earned compensation, as per the written agreement. Any conversations or oral agreements made after the execution of the agreement are invalid unless they were memorialized in an amendment to the agreement that all members agreed to make.
(8). No. In a limited partnership, limited partners are not personally responsible for the obligations of the business in return for their forfeiting of the power to control or manage the business. Having said that, all partners, including limited partners, due risk the loss of whatever contribution that they made to the partnership that may be required to fund compensation if they are found at fault for the accident.
Ryan v. Cerullo
Issue: Can Ryan sue Cerullo for breach of contract and malpractice in Connecticut when Cerullo has little if any business connections within the state and where he has failed to registered his New York business with the Connecticut government as required in order to conduct business in the state (Mallr et al., 1041).
Rule: When a citizen from another state neither solicits his services or goods in, nor derives minimal revenue from, nor has minimal connections with the state; a court can find that the necessary minimal contacts needed for a court to have jurisdiction over a case involving the foreign citizen has not been met. Similarly, if a foreign company does not “transact business” in the state, a court can find that the law requiring registration of a foreign company inapplicable. Transact business can be shown by evidence of some business that affects the state or was primarily prepared in the state for use in another state.
Analysis: Cerullo had almost no business connection with Connecticut except for his business with Ryan. Moreover, his business with was predominantly for the preparation of Ryan’s New York State tax circumstances. Cerullo did assist Ryan with the preparation of his Connecticut tax returns but those are not at issue in this case.
Conclusion: Ryan cannot sue Cerullo in Connecticut for his issues with how Cerullo prepared his New York State tax returns. There are not enough connections between Cerullo and the state for the court to satisfy the rules of personal jurisdiction. Moreover, Cerullo’s company did not transact business in the state for purposes of this case, and therefore the law requiring foreign company registration is inapplicable.
Works Cited
Mallor, Jane, A. James Barnes, L. Thomas Bowers and Arles Langvardt. Business Law. New York: McGraw-Hill Higher Education. 2012. Print.
