Law Assignment: Corporations, Contracts, and Real Property

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Law Work
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Contents
Question 1........................................................................................................................................3
Question 2........................................................................................................................................5
Question 3........................................................................................................................................6
References........................................................................................................................................7
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Question 1
The most basic difference between corporations and partnership is their structure. The structure
of corporations is more complex as compared to that of partnership. More people are involved in
decision-making processes in corporations. A corporation is a legal entity which is independent
and the shareholders of the company are its owners. The shareholders decide upon the matters as
to how to run the company or who will manage its operations. On the other hand, the partnership
is a type of business in which two or more individuals share ownership of the business. The
formation of a corporation is more expensive and complicated than a partnership. For
establishing corporations, article of association must be filed and state and local licences and
permits must be obtained (Drutman, 2015). Partnerships, on another hand, can be formed by
obtaining local or state business license and permits.
The ownership of a corporation remains in the hands of shareholders by means of stock. Such a
stop is transferrable and therefore ownership can be transferred. The shareholders in a
corporation have the authority and right to transfer their shares freely to any other shareholder.
However, there are certain close corporations in which the transfer of shares is restricted by
means of terms of the contract. Such terms may include the authority to transfer shares shall be
given only on the occurrence of a certain event. Unlike corporations, in partnership form of
business, shares cannot be transferred. The ownership remains in the hands of partners and
therefore, ownership cannot move from one owner to another.
The decision-making process or the process of carrying the operations of corporation and
partnership is entirely different. In a corporation, the decisions are made in meetings. All such
meetings are recorded by way of minutes and there exists a requirement of a quorum, without
which the meeting cannot be held valid. For holding a meeting, notice is also required to be
given. However, there is no such requirement for holding a meeting in a partnership business.
Oral communication between partners is the most common way of making decisions (Bubb,
2014). The decisions are made through voting in a corporation but there is no such decision-
making process in partnership. The liability of partners in unlimited whereas the shareholders
have limited liability.
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The business of a corporation can be dissolved after the approval for dissolution is granted by its
members. Once such approval is received by way of votes, Certificate of Dissolution is filed. The
creditors of the company are notified about the intention of dissolution and then, they can
proceed with their claims, if any. When all such claims are settled, remaining assets are
distributed among the owners of the company. Then, the company is said to have dissolved. The
partnership is dissolved according to the partnership agreement.
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Question 2
Article 2 of the Uniform Commercial Code (UCC) applies to all the transactions relating to
goods. For enforcing a contract, an offer is required to be made which must be accepted in
accordance with the terms offered. When an offer is made by one party and accepted by another,
then the parties are required to exchange consideration for making the contract enforceable.
Offer, acceptance and consideration are the three main elements that make a contract valid and
enforceable. An offer must be valid and made by one party to another to enter into a transaction
for the sale of goods. On acceptance, the goods can be sold for consideration. In a contract,
consideration plays a significant role (Kotz, 2012). Consideration is exchanged so that each party
shall have a valid answer to the question ‘why did they enter into a contract’? It casts a shadow
over the legitimacy of the contract.
When a contract is formed between buyer and seller, there are various rights and remedies
available to both buyer and seller with respect to the goods promised to be transacted under the
contract. A buyer shall be deemed to have given acceptance when he or she is given reasonable
opportunity to inspect the goods and after inspections, the goods are retained with conformity
and even in cases of non-conformity, the goods are retained. Further, if the buyer fails to make
an effective rejection or does any act which is inconsistent with the ownership of the seller, then
it shall be a valid acceptance. The buyer shall have a right to revoke acceptance where the
circumstances allow such revocation (Bayern, 2015). Such revocation can be made within a
reasonable time along with specifying the reasons for revocation. Under a valid contract, the
seller also has certain rights. These rights include reclaiming the goods when they are improperly
rejected or the buyer revoked acceptance wrongfully. He shall also have the right to collect
consideration for the goods accepted by the buyer.
Therefore, a contract for the sale of goods can only be made valid when an offer is made by the
seller for the sale of goods and such offer is accepted by the buyer. The contract cannot be made
enforceable unless parties commit with each other by paying a valid consideration.
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Question 3
The term ‘real property’ refers to the property of real estate. Real property is the type of property
which is immovable such as buildings. The ownership of real property can be a bundle of rights.
In real estate property, the owners are allowed to create a variety of ownership interests. Such
ownership interests can be fee simple or life estate. Fee simple is the highest form of ownership
recognised under the laws. The owner, under such ownership, has the liberty to enjoy the
property to the full extent and in a life estate, complete and indefinite ownership is not granted.
In life estate ownership, the ownership remains until the owner dies. In the vent of the death of
the owner, the property is transferred to the original owner or any other person (Megarry, et.al.,
2012). However, such ownership interests can be restricted by certain restrictions including
eminent domain, zoning regulations, and other conditions and covenants.
The title of real property can be acquired by way of original entry, transfer by deeds or by
adverse possession. Under transfer by deed, the real property is transferred from its legal owner
to another person by way of documents of transfer deed. Under adverse possession, the title is
transferred based on the possession of real property by a party who is not the real owner. Such
possession is not obtained with the permission of the legal ownership. The rights of the easement
can also be enjoyed on real property. It is a right to use the property of another. In particular,
such rights are given to avail light and air.
The real property is tangible. It can be seen and touched and it usually has no fixed maturity.
Unlike any other investments, such as bonds, real estate does not mature. Real property is always
subject to property taxes. The owners are required to pay tax on the real property. Personal
property is another type of property which includes all the assets except real property. The
personal property is movable and the ownership of the personal property can be transferred
easily. Intellectual property refers to the creation of the mind including artistic works, inventions
(Lemley, 2015).
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References
 Bayern, S. (2015). Offer and Acceptance in Modern Contract Law: A Needles
Concept. Calif. L. Rev., 103, 67.
 Bubb, R. (2014). Choosing the partnership: English business organization law during the
industrial revolution. Seattle UL Rev., 38, 337.
 Drutman, L. (2015). The business of America is lobbying: How corporations became
politicized and politics became more corporate. Oxford University Press.
 Kotz, H. (2012). Contract law in Europe and the United States: legal unification in the
civil law and common law. Tul. Eur. & Civ. LF, 27, 1.
 Lemley, M. A. (2015). Faith-based intellectual property. UCLA L. Rev., 62, 1328.
 Megarry, R., Harpum, C., Wade, W., Bridge, S., & Dixon, M. J. (2012). The law of real
property. Sweet & Maxwell.
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