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Contract Questions: Case Study – Contractor

On November 16th, 2019, Posted by Lifesaver Essays

Independent Contractor

Being a travel agent who issues tickets, Samuelson may not be accountable for damages or Connolly’s injuries. Samuelson was never negligent and was never there during the occurrence of the accident.

Connolly considers the risk of slipping in the course of a hike, through the game reserve. I tend not to see any feasible theory to which Samuelson, who is the seller of the tickets for the excursion, can be held at fault. A travel agent is never an insurer; moreover, watching wild hippopotami is regarded to be a high-risk activity. At present, the hippo that is found in sub-Saharan Africa may be considered by various explorers, experts and also Africans to be the most harmful creature in Africa. Regardless of whether the hike was to view butterflies, walking across streams may be regarded as inherently unsafe, and the risk is at least considerably obvious. Generally speaking, there may be no liability for a personal injury triggered by a natural facet of the ecosystem (Staff Report, 2000).

In my view, there is plainly no legal liability since the purveyor of the tour package was never responsible for the falling of the plaintiff while traversing the stream. His responsibilities were to offer transportation services and not to guarantee her well-being; following her arrival at her desired destination. There is no evidence presented or any slightest claim that is made that the defendant triggered or in any manner contributed to the plaintiff’s slip. Not even an airline, a railroad or any other public transport provider is an insurer of the wellbeing of its travelers where its personnel are not neglectful. As a result, in this case, there is purely no legal liability.

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30.8. Tort Liability

Ray Johnson and his boy David were patiently waiting at a crosswalk in downtown Salt Lake City. A vehicle owned by NAC (Newspaper Agency Corporation) and handled by its staff, David Rogers, surpassed the intersection and hopped the curb, injuring Ray and killing David. Prior to reporting to work on the night of the incident, Rogers had ingested around seven blended drinks that contained vodka and had chugalugged a 27 ounce drink comprising of two mini containers of tequila. His blood liquor content following the accident was at 0.18 %. Evidence revealed that alcohol use and cannabis was prevalent at the Newspaper Agency Corporation and that NAC made no attempt to stop their use. Furthermore, evidence demonstrated that NAC cars came back with beer cans. On one event, a Newspaper Agency Corporation supervisor who had witnessed drivers smoking cannabis had advised them to “do it on the roads.” Ray Johnson accused NAC and Rogers of the wrongful demise of his son and the injury he got.

By assessing the unpleasant incident, Rogers was in default. He was reckless and induced damage to the plaintiff. Tort Liability is a person’s liability that occurs through the violation of the legal doctrines of negligence, strict liability or even intentional tort (Miller and Jentz, 2008).   In this case, Newspaper Agency Corporation is Rogers’s agent.  An agent and a principal are each individually accountable for their conduct that is tortuous. Rogers as the principal is liable for the tortuous conduct of NAC (the agent that gave the principle to act within their authority). However, NAC, which is the agent may only be liable for the tortuous conduct of Rogers who is the principal as long as they have indirectly or directly taken part in, or abets and aids the principal’s conduct ( in this case, Rogers).

Primary sources of tort liability for agents and principals are misrepresentation, negligence and intentional torts (Miller and Jentz, 2008). In this case, I do think that Newspaper Agency Corporation is liable because of the supervisors’ negligence at NAC. The supervisor made no attempt to avoid the use of alcohol and drugs; therefore, NAC becomes liable.

34.7. Liability of General Partners

Under the partnership law, all partners are mutually and severally accountable for the debts, mainly because of the acts of one partner, operating within the evident scope of his power. In this case, the court observed that, the trial court did not plainly err in figuring out that the liens of the mechanic, used by the suppliers, were poor to the construction mortgages upgrades by the banks.

The mortgages had been recorded before the beginning of the construction of the upgrades on each project site; hence, they were before the liens of the suppliers, pertaining to construction materials acquired afterward. In addition, the mortgages were legitimate within Ark. Stat. Ann. § 51-605, due to the fact, the “total sum” prerequisite in the mortgage, fulfilled the condition that the mortgage records the obligation by the banks, to advance funds. Nevertheless, a number of the liens were unacceptable simply because the liens were not promptly filed within Ark. Stat. Ann. § 51-613.

According to the RULPA (Revised Uniform Limited Partnership Act), a limited partner shall not be accountable as a general partner except if he or she takes management of the company (Bishop, 2004). A limited partner may only be accountable up to their financial commitment in the company (Cheeseman, 2010). Consequently, none of the limited partners may be accountable to the suppliers. Nevertheless, in a limited partnership, a general partner has unlimited liability; therefore, general partners Brent Robertson, Pat McGowan and Val Somers are all mutually and severally accountable to the suppliers. Nonetheless, considering that Pat is the one that breached his fiduciary responsibility to the limited partnership, he could be sued by the Vermont Place partnership for the partnership’s damages.

The court affirmed the liability of Vermont Place to the banks, as precedence creditors because of their mortgages, and then to a number of the suppliers, as holders of legitimate liens of the mechanic. As a result, Vermont Place may be accountable to the suppliers.

35.7. Removal of General Partner

Through an amendment to a limited partnership deed by a vast majority of the limited partners, MHM replaced a current general partner (Aztec); however, Aztec declined to step aside. MHM never violated the agreement or the contract law simply because the agreement’s parties agreed upon amending it by a specified procedure and that procedure was used.

Aztec ought to have been removed as the limited partnership’s general partner.  It may be true, as Aztec claims that there is a provision in the Limited Partnership Act that a general partner cannot be taken out with the exception of a unanimous vote of all involved partners. On the other hand, the Limited Partnership Act provides that where the limited partnership deed sets forth the partner’s duties and rights, the deed, rather than the Act, controls.

The court held that the partnership deed allowed 70 % of the limited partnership units to have the agreement amended. These activities were done and, therefore, the general partner could be replaced by a substitute general partner. The court held that, Aztec had been appropriately removed as the general partner and replaced by MHM. Moreover, it held that, in this case, the limited partnership agreement provisions, controlled.

In my view, neither the TULPA (Texas Uniform Limited Partnership Act) nor the TUPA (Texas Uniform Partnership Act) prohibited replacement of a general partner in a limited partnership. The partnership deed had provided for amendment and, therefore, an amendment allowing replacement of a general partner was implemented. As a result, MHM wins the case.

References

  • Aztec Petroleum Corporation v. MHM Company, 703 S.W.2d 290, Tex. App. Lexis 12879
  • (Court of Appeals of Texas, 1985). Retrieved on Feb 4, 2015, from;
  • http://www.leagle.com/decision/1985993703SW2d290_1971.xml
  • Bishop, C. (2004). “The New Limited Partner Liability Shield: Has the Vanquished Control Rule
  • Unwittingly Resurrected Lingering Limited Partner Estoppel Liability as Well as Full General Partner Liability?” suffolklawreview.org. Retrieved on Feb 4, 2015, from; http://suffolklawreview.org/wp-content/uploads/2004/05/Bishop.pdf
  • Cheeseman, H. (2010). Business Law: Legal Environment, Online Commerce, Business Ethics,
  • and International Issues. (7th Ed.). Pearson Learning Solutions.
  • Connolly v. Samuelson, 671 F.Supp. 1312, U.S. Dist. Lexis 8308 (U. S. District Court: District of
  • Kansas, 1987). Retrieved on Feb 4, 2015, from;
  • http://www.leagle.com/decision/1985722613FSupp109_2692.xml
  • Johnson v. Rogers, 763 P.2d 771, 90 Utah Adv.Rep.3, Utah Lexis 81 (Supreme Court of Utah,
  • 1988). Retrieved on Feb 4, 2015, from;
  • http://www.leagle.com/decision/1990831401PaSuper430_1791.xml
  • Miller, R., and Jentz, G. (2008). Fundamentals of Business Law Part I. Boston, MA: Cengage.
  • National Lumber Company v. Advance Development Corporation, 293 Ark. 1, 732 S.W.2d 840,
  • Ark. Lexis 2225 (Supreme Court of Arkansas, 1987). Retrieved on Feb 4, 2015, from;
  • http://www.leagle.com/decision/19871572732SW2d840_11529.xml
  • Staff Report, (2000). “Are hippos the most dangerous animal?” Straight Dope Science Advisory
  • Board. http://www.straightdope.com/columns/read/1862/are-hippos-the-most-dangerous-animal

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