CA Bar Exam 練習答案: Business Associations (Feb 2009)

Bar Review Course作成のEssay答案は完璧すぎ＆長すぎて参考にならないという方向けに、過去に書きためた答案を公開していきます。公開するのは、私が実際に1時間計って解いた答案を、ギリギリ合格ラインまたは合格ライン少し上になるように手直ししたものです。手直しにあたっては某Bar Review Courseの採点表を参照していますが、あくまで自己採点なのでその点はご承知おき下さい。

今回はFeb 2009のQ6, Business Associations です。

問題文

Feb 2009 Question 6
https://nwculaw.edu/pdf/bar/February%202009%20Essays%20and%20Sample%20Answers.pdf

Stage, Inc. ("SI") is a properly formed close corporation. SI’s Articles of Incorporation include the following provision: "SI is formed for the sole purpose of operating comedy clubs." SI has a three-member Board of Directors, consisting of Al, Betty, and Charlie, none of whom is a shareholder.

Some time ago, Charlie persuaded Al and Betty that SI should expand into a new business direction, real estate development. After heated discussions, the board approved and entered into a contract with Great Properties ("GP"), a construction company, committing substantial SI capital to the construction of a new shopping mall, which was set to break ground shortly.

Although Charlie remained enthusiastic, Al and Betty changed their minds about the decision to expand beyond SI’s usual business. SI was struggling financially to keep its comedy clubs open. Al and Betty decided to avoid SI’s contract with GP in order to devote all of SI’s capital to its comedy clubs.

Last month, GP approached Charlie about another real estate project under
development. GP was building a smaller mall on the other side of town and was seeking investors. Aware that Al and Betty were unhappy about the earlier contract with GP, Charlie believed that SI’s board would not approve any further investments in real estate. As a result, Charlie decided to invest his own money in the endeavor without mentioning the project to anyone at SI.

Meanwhile, Al and Betty have come to suspect that Charlie has been skimming corporate funds for his personal activities, and, although they have little proof, they want to oust Charlie as a director.

1. Under what theory or theories might SI attempt to avoid its contractual obligation to GP and what is the likelihood of success? Discuss.
2. Has Charlie violated any duties owed to SI as to the smaller mall? Discuss.
3. Under what theory or theories might Al and Betty attempt to oust Charlie from the Board of Directors and what is the likelihood of success? Discuss.

答案

（※ページ区切り位置の関係で、１ページ目の上部が余白になっています）