Law Commons^™

The Legal Status Of Joint Venture Corporations, Thomas F. Broden, Alfred L. Scanlan

Vanderbilt Law Review

American industry employs many forms of business organizations. The sole proprietorship, the partnership, general and limited, the joint venture, the joint stock company, the corporation, public issue and close, and many others are all familiar and well established in their use. This article deals with the use by American industry of the close corporation to carry on a joint venture. With due deference to purists in legal terminology we have elected to refer to this particular type of corporate entity as the joint venture corporation. In this article we not only look at the use made of the joint venture …

Business Associations -- 1957 Tennessee Survey, F. Hodge O'Neal

Vanderbilt Law Review

Very little happened in the field of Business Associations during the survey period. The General Assembly enacted one fairly important set of amendments to the Securities Law, and the Tennessee appellate courts handed down two or three decisions which in a large part merely reiterated principles of corporation law already well-established in this state.

Amendments to the Securities Law Broadening Grounds for Refusing or Revoking Registration of Securities: The Securities Law of 1955 among other things set up a procedure for the registration of securities intended for sale and gave the Commissioner of Insurance and Banking authority to investigate the …

Molding The Corporate Form To Particular Business Situations: Optional Charger Clauses, F. Hodge O'Neal

Vanderbilt Law Review

This paper looks into the usefulness of optional (or as they are sometimes called, "permissive" or "special") charter provisions' in molding the corporate form of business organization to meet the diverse needs of particular business situations. It first examines statutory materials and judicial decisions bearing on the validity and effect of optional provisions. It then considers optional clauses in current use and typical legal and business problems that optional clauses may help to solve. It shows that optional clauses often can be used to clarify the rights and other relations of participants in an enterprise, to avoid disadvantageous corporate "norms," …

Business Associations -- 1956 Tennessee Survey, F. Hodge O'Neal

Vanderbilt Law Review

Surprisingly few cases were decided in the field of Business Associations during the survey period. Those decisions for the most part merely reaffirmed legal principles already established in Tennessee law. One of the cases, Wyatt v. Brown,' raised again the interesting old question of what is a partnership and what factual elements are necessary to constitute the partnership relation. This article discusses that question first and then comments rather briefly on the other cases and the principles they enunciate.

Tax Aspects Of Corporate Business Purchase Agreements Funded With Life Insurance, Hugh J. Morgan Jr.

Vanderbilt Law Review

Death to a member of a closely held business usually will seriously disrupt the workings of the business organization. Also, the estate of the decedent may find his business interest an unwanted asset. A valuable business interest often must be sacrificed because of the pressing need for cash to pay debts, administrative expenses, and estate and inheritance taxes. Thus, death may place the continued existence of the business in jeopardy, make uncertain the interest of decedent's surviving business associates, and make necessary a forced liquidation of decedent's interest in the business at a sacrifice price. Consequently,a business man may find …

Business Associations -- 1955 Tennessee Survey, Paul J. Hartman

Vanderbilt Law Review

Nature and Formation of Partnerships: The question whether a contract sued on was a partnership arrangement so as to be cognizable only in equity was considered by the Tennessee Court of Appeals in Powel v. Bundy.' There Bundy, a real estate broker, sued Powell on the lawside to recover $500, alleged to be plaintiff's one-half share of a commission earned by their joint efforts in selling a tract of real estate, but which commission had been collected and wrongfully retained by defendant. Among other defenses interposed was defendant's contention that the contract sued on was that of a partnership arrangement …

Advertising And The Buyer's Remedies, Ronald A. May, John C. Nowell Jr.

Vanderbilt Law Review

The institution of advertising is of comparatively ancient origin.'Indeed, many of the features of modern advertising and many of its abuses were present in the formative period of the common law of sales. However, when the total national expenditure for advertising exceeds five and a half billion dollars, as it did in 1950, there is evidence that this institution has grown beyond the imaginations of the 17th and 18th century jurists. Particularly is this true when we consider the continent-wide scope of present-day advertising. It seems self-evident that the contact which existed between producers and consumers in earlier economic systems …

Books Received, Law Review Staff

Vanderbilt Law Review

-- Books Received --

Commercial Law, Cases on

By Robert Braucher

Brooklyn: The Foundation Press, Inc., 1951. Pp. 709. $8.00

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Commercial Transactions, Cases and Materials, Temporary Edition

By Arthur E. Sutherland, Jr. and Bertram F. Willcox

Brooklyn: The Foundation Press, Inc., 1951. Pp. 1251. $9.50

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Conflict of Laws, Cases and Materials, Third Edition

By Elliott E.Cheatham, Herbert F. Goodrich, Erwin N. Griswold and Willis L. M.Reese

Brooklyn: The Foundation Press, Inc., 1951. Pp. 960. $9.00

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Constitution of Powers in a Secular Statte, A.

By Edward S. Corwin

Charlottesville: The Michie Co., 1951. Pp. 126

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Evidence, Cases …

Estate Liquidity And The Family-Owned Business, William J. Bowe

Vanderbilt Law Review

Every community in the country has its quota of successful merchants, manufacturers and businessmen whose enterprises have, as a result of management or planning, grown and prospered over the years. To value the worth of such businesses for estate tax purposes is perhaps the most difficult fact-issue in the whole field of taxation. Indeed it is doubtful if there is any problem in law or economics where the criteria are so vague and uncertain and where the permissible range for honest differences of judgment is so great. Expert opinion may vary by more than 100%.

Books Received, Law Review Staff

Vanderbilt Law Review

BOOKS RECEIVED

BUSINESS ORGANIZATION By Alfred F. Conard Brooklyn: The Foundation Press, Inc., 1950. Pp. vii, 661. $7.00.

CASES ON FEDERAL COURTS By Charles T. McCormick and James H. Chadburn Brooklyn: The Foundation Press, Inc., 1950. Pp. 921. $8.00.

CASES AND MATERIALS ON WORLD LAW By Louis B. Sohn Brooklyn: The Foundation Press, Inc., 1950. Pp. 1363. $8.00.

FEDERAL ESTATE AND GIFT TAXATION: CASES AND MATERIALS By William C. Warren and Stanley S. Surrey Brooklyn: The Foundation Press, Inc.,1950. Pp. vii, 518. $7.00.

HATCH ACT DECISIONS By James W. Irwin Washington. United States Government Printing Office, 1949. Pp. v, 304. …

John Howard Moore, Robert W. Sturdivant

Vanderbilt Law Review

This issue of the Vanderbilt Law Review is dedicated to Mr. John Howard Moore. At the end of this current school year Mr. Moore will have served a quarter of a century as a Professor of Law at the Vanderbilt University School of Law and will retire from active teaching.

Mr. Moore has been and remains an idealist and perfectionist in the law. This has been the theme of his teaching. We that had him as a teacher know that it is his belief that neither he nor anyone else is qualified to answer a nice legal question until the …

Should The Doctrine Of Implied Warranties Be Limited To Sales Transactions?, Robert B. Deen Jr., Charles H. Warfield

Vanderbilt Law Review

The purpose of this discussion is to examine implied warranties in order to determine if their application is limited to sales transactions. In approaching this problem, it is necessary to understand the development of warranty. In the early law, warranty was a pure action of tort.' Special assumpsit developed over a hundred years later than warranty and was based on the tort action of warranty. Thus, at the beginning, assumpsit was thought of as a tort action. Later assumpsit came to be regarded as similar to covenant and hence became classified with contract actions. Warranty was still considered a tort …

The Liability Of Public Corporations In England And America, Stanley D. Rose

Vanderbilt Law Review

The public corporation is a common device to carry on governmental activities in the British Commonwealth, Europe and the United States.' It has been the uniformly favored instrument of nationalization policies. The reason for the use of such a public body is "unquestionably due to the realization that it offers the most convenient though by no means the only method for a successful application in public enterprise of principles of business efficiency developed in the private field." The necessarily extensive dealings of private citizens with such corporations force the courts to face promptly the problem of the legal status of …

Rescission By Third Party Prior To Principal's Ratification Of Agent's Unauthorized Action, Theodore G. Pappas

Vanderbilt Law Review

Ratification' by an alleged principal of acts that another person has assumed to do in his behalf without prior authorization gives rise to two general questions. First, can the person who ratifies be held liable for or be bound by the acts he has ratified? Second, can the person who ratifies bind the person that his assumed agent has presumed to bargain with if this person attempts to withdraw before the alleged principal ratifies? Each question presents conditions and refinements.

The present discussion will be confined to the second of the above questions-viz., Can the third party recede from the …