Chapter 12 WEEK 2.docx - Paola Gomez Legal Research and writing II Chapter 12-6 7 6 EXAMPLE 1 The case is on point because the requirements of the

Chapter 12 WEEK 2.docx - Paola Gomez Legal Research and...

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Paola Gomez Legal Research and writing II 11/27/2017 Chapter 12-6 & 7 6. EXAMPLE 1 The case is on point because the requirements of the two-step process are met. STEP 1: Are the key facts sufficiently similar for the court opinion to apply as precedent? Even with the differences, Karl v. Herald are indistinguishable with the client’s key facts, which makes the case on point. They both had small corporations where majority of the shareholders are in control of the corporation and they were well paid. They were both able to pay with dividends but because majority of the shareholders were in control of the board of directors, they refused to issue any dividends. In the instant case, the big difference is that majority shareholder would rather use the cash surplus for emergency, however, no emergency had occurred within the past five years that had needed more than $50,000. STEP 2: Are the rules of law sufficiently similar for the court opinion to apply as precedent? § 96-25-16 of the Business Corporation Act is used in both cases because the parties sought compensation for the failure of the issue of dividends from the other party. In result of that the same question was raised “Did the majority shareholder unfairly or wrongly withhold dividends?” The cases are again are indistinguishable. In the instant case because the majority shareholder claims that the cash surplus is needed for emergencies that is the one difference that will affect how the opinion will be applied. In Karl, “oppressive conduct” as any unfair or fraudulent defines the act of the majority shareholder by the court, which insures to the advantage of the majority and to the detriment of the minority. EXAMPLE 2 The case is on point because the requirements of the two-step process are met. STEP 1: Are the key facts sufficiently similar for the court opinion to apply as precedent? Even with the differences, Karl v. Herald are indistinguishable with the client’s key facts, which makes the case on point. They both had small corporations where majority of the shareholders are in
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Paola Gomez Legal Research and writing II 11/27/2017 control of the corporation and they were well paid. They were both able to pay with dividends but because majority of the shareholders were in control of the board of directors, they refused to issue any dividends. In the instant case, the big difference is that majority shareholder claimed that the client’s dividend is her job. STEP 2: Are the rules of law sufficiently similar for the court opinion to apply as precedent? § 96-25-16 of the Business Corporation Act is used in both cases because the parties sought compensation for the failure of the issue of dividends from the other party. In result of that the same question was raised “Did the majority shareholder unfairly or wrongly withhold dividends?” The cases are again are indistinguishable. In the instant case because the majority shareholder claims the client’s dividend is her job. Though this is a major difference, it doesn’t affect whether it’s applied just how. In
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