Open Access. Powered by Scholars. Published by Universities.®
Articles 1 - 11 of 11
Full-Text Articles in Law
The Limited Liability Company: A Catalyst Exposing The Corporate Integration Question, Susan Pace Hamill
The Limited Liability Company: A Catalyst Exposing The Corporate Integration Question, Susan Pace Hamill
Michigan Law Review
The rise of the domestic limited liability company (LLC) from obscurity to its present position as a viable, mainstream alternative to the corporation or partnership was met with enormous enthusiasm by the business community and the practicing bar. First introduced by the State of Wyoming in 1977 and recognized by the Internal Revenue Service (IRS) as a partnership for federal income tax purposes in 1988, the LLC offers for the first time a domestic entity that combines the tax advantages of a partnership with limited liability protection for all members, an advantage commonly associated with corporations. The advantages of the …
Taxation-Federal Income Tax-Worthless Debt Of Corporation Deductible Only As A Nonbusiness Bad Debt By Creditor-Partnership, Larry W. Waggoner
Taxation-Federal Income Tax-Worthless Debt Of Corporation Deductible Only As A Nonbusiness Bad Debt By Creditor-Partnership, Larry W. Waggoner
Michigan Law Review
A partnership formed for the purpose of holding and renting real estate and "such other business and enterprises" as might be agreed upon by the partners loaned 120,000 dollars to a corporation which manufactured liquid hair spray for women. This was the only loan the partnership had made. The controlling shareholder in the debtor-corporation was another corporation of which every shareholder was either a parent or grandparent of the partners. The debtor-corporation was to repay the loan in monthly installments of 3,000 dollars plus interest at the rate of twelve percent on the unpaid balance. When the debt became worthless, …
Impact Of Recent Tax Stimulants On Modest Enterprises, L. Hart Wright, Jerome B. Libin
Impact Of Recent Tax Stimulants On Modest Enterprises, L. Hart Wright, Jerome B. Libin
Michigan Law Review
The recession year 1958 found Congress in a mood to "aid and encourage small business" through more favorable tax treatment. The thrust of the ensuing legislation touched in varying degrees the whole life span of a modest enterprise, from organization through liquidation. The focus here, however, will be confined to a consideration of the practical impact of the recent statutory changes on the organizational and ordinary operational phases of such a business.
Partnerships - Partnership By Estoppel - Proof Of Reliance By Creditor Dealing With Persons In Belief Of Partnership, Allen Dewey
Partnerships - Partnership By Estoppel - Proof Of Reliance By Creditor Dealing With Persons In Belief Of Partnership, Allen Dewey
Michigan Law Review
Plaintiff telephone company sued to collect for local and long distance telephone service rendered through telephone number 196W. Defendant Walter R. Lehmann denied liability on the ground that the service was not furnished to him but to his son, Wayne R. Lehmann. The telephone was located in Wayne's business headquarters, a building on defendant's farm, over which hung a sign "W. R. Lehmann & Son-Dairy Cattle." Plaintiff carried the telephone in Wayne's .name for fifteen months, until, at Wayne's request, the listing was changed to W.R. Lehmann & Son. The change was made for the 1953 and 1954 directories, and …
Partnership - Partnership By Estoppel -Application To Tort Actions, Thomas Erickson S.Ed.
Partnership - Partnership By Estoppel -Application To Tort Actions, Thomas Erickson S.Ed.
Michigan Law Review
Plaintiff-motorist brought action against defendant who, it was alleged, owned a truck which was driven into the rear of the plaintiff's automobile. Defendant had arranged to take title to the truck from his son. The transfer was to be effective three days before the accident but was not in fact completed until after the accident. Defendant also had taken out insurance on the truck and had joined with his son in purchasing it and in taking out an ash-hauling license in which business the truck was used. Other trucks previously used in the business by defendant's son had been carried …
Partnerships - Valuation Of Assets On Death Of A Partner, John F. Dodge, Jr. S.Ed.
Partnerships - Valuation Of Assets On Death Of A Partner, John F. Dodge, Jr. S.Ed.
Michigan Law Review
There are three phases to the problem of arriving at a final dollar and cents valuation of a deceased partner's share in a partnership. In their proper chronological order they are: a determination of what the partnership assets are, a valuation of those assets once determined, and a division of the remainder (after liabilities have been subtracted) into the proper proportions according to the partnership agreement. Only the second phase is within the scope of this comment, the purpose of which is to examine various asset valuation methods both with respect to, and in the absence of, a valuation established …
Criminal Law- False Pretenses - Partner Fraudulently Obtaining Partnership Funds, Paul R. Haerle
Criminal Law- False Pretenses - Partner Fraudulently Obtaining Partnership Funds, Paul R. Haerle
Michigan Law Review
Defendant and another were equal partners in a used car business. Defendant took in an automobile, paying for it with his own funds. Representing that he had paid more than he actually had, he induced his partner to write him a check drawn on the partnership account. Defendant was indicted for obtaining half of the excess by false pretenses. The district court directed a verdict of acquittal. On appeal by the state, held, affirmed, three justices dissenting. A partner cannot be guilty of obtaining by false pretenses from the partnership; the statute in question specifies that it must be …
Partnership - Dissolution On Death - Right Of Representatives Of The Deceased Partner To Share In Good Will, Richard M. Adams
Partnership - Dissolution On Death - Right Of Representatives Of The Deceased Partner To Share In Good Will, Richard M. Adams
Michigan Law Review
Plaintiff sought a judgment against the administrator of his deceased partner to compel the conveyance of the deceased's one-half interest in the partnership assets. Under the terms of the partnership agreement the surviving partner had the right to buy out the interest of the deceased partner at its "then book value." The administrator contended that good will was a valuable partnership asset, even though not carried on the books, and should be taken into account in determining the price of the deceased's interest. On appeal from a judgment for plaintiff, held, affirmed. By setting the price of the deceased's …
Federal Procedure-Venue Of Corporations-Applicability Of 28 U.S.C. §1391(C) To Plaintiff Corporations, Charles E. Oldfather S.Ed.
Federal Procedure-Venue Of Corporations-Applicability Of 28 U.S.C. §1391(C) To Plaintiff Corporations, Charles E. Oldfather S.Ed.
Michigan Law Review
Plaintiff, trustee in bankruptcy of a Delaware corporation, brought a contract action based on diversity of citizenship in an Ohio district court. Defendant is a partnership, whose partners are all residents of states other than Delaware. Defendant moved to dismiss the action on the ground that venue was improperly laid. The court, relying on 28 U.S.C. §139I(c), held: motion to dismiss overruled. "Since the district where plaintiff is doing business . . . is the 'residence of the corporation for venue purposes,' this action may be properly maintained here [Ohio].'' Hadden v. Barrow, Wade, Guthrie & Co., (D.C. …
Corporations-Receivership And Dissolution As Remedies For Management Deadlock, E. C.V. Greenwood S. Ed.
Corporations-Receivership And Dissolution As Remedies For Management Deadlock, E. C.V. Greenwood S. Ed.
Michigan Law Review
The exodus of small businesses from proprietorship and partnership units into corporate units has brought numerous advantages, but not all attributes of the new form are beneficial. When two or more individuals form a partnership and later find they have reached an impasse, one partner may in most instances bring the relationship to a rapid termination and cause a division of the partnership assets. However, once the corporate form has been adopted, the problem becomes somewhat more difficult. It is the purpose of this comment to examine two possible remedies for a holder, or holders, of one-half of the voting …
Recent Important Decisions, Michigan Law Review
Recent Important Decisions, Michigan Law Review
Michigan Law Review
Admiralty - Workmen's Compensation - Is a Hydroplane a Vessel? - Claimant was employed in the care and management of a hydroplane which was moored in navigable waters. The hydroplane began to drag anchor and drift toward the beach, where it was in danger of being wrecked. Claimant waded into the water and was struck by the propeller. Held, claimant is not entitled to compensation under the Workmen's Compensation Law, since a hydroplane while on navigable waters is a vessel, and therefore the jurisdiction of the admiralty excludes that of the State Industrial Commission. Reinhardt v. Newport Flying Service Corp. …