Kwick Meals Essay

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1. Forms of Business Organizations - 20 points (800 words or fewer) Read Case Problem 1 on page 795 in the Custom Text and address the following questions. a. What legal arguments should the bank's lawyers advance to make the three individual founders pay the loan? b. What legal arguments can the individual founders make to support their view that they should not be individually liable to pay the loan? Response Under agency law, the banks lawyers should advise all three individual founders that each holder is considered to be liable based on the signed loan agreement. The bank should also advise the founders that based on evidence that Cogen, Inc., is not considered to be a “De Jure Corporation”, businesses that have been fully and legally chartered in accordance with the provisions and requirements of a given government (Bagley and Savage), their personal assets can be garnished. In fact, the Cogen, Inc., made the executive decision to no longer deal with their initial law firm, Wilson Scott Associates who attempted the actual incorporation, however created a typographical error of naming the corporation Cogene instead of Cogen. Therefore, Cogen, Inc., is not an official incorporation and extracts them from being “De Facto Corporation”, a company which operates as if it were a corporation although it has not completed the legal steps to become incorporated or has been dissolved or suspended but continues to function. Arguments in which the individual founders can make to support their claim of the default in loan agreement, would be to consider the idea of “Corporation by Estoppel”. This idea states that if a third party (Firstloan) treats a business as a corporation, the third party cannot deny it is a corporation and try to reach shareholders personal assets. Since Firstloan determined that Cogen, Inc., was in fact a corporation and
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