NY Bar Feb Exam: Support Group Forum

[JF215]

How did you all analyze that essay question regarding "Park" and "Emma?" Whether the company or corporation could sue Park for Emma's screw up after he assigned his tasks to her... can't remember the exact question. I analyzed the issue pursuant to agency principles. I didn't think piercing the corporate veil would apply as to Emma because she herself was not a shareholder.

i treated it as an agency question as well, though i ran out of time so i didn't flesh out my answer too much.

[starryski]

How did you all analyze that essay question regarding "Park" and "Emma?" Whether the company or corporation could sue Park for Emma's screw up after he assigned his tasks to her... can't remember the exact question. I analyzed the issue pursuant to agency principles. I didn't think piercing the corporate veil would apply as to Emma because she herself was not a shareholder.

i treated it as an agency question as well, though i ran out of time so i didn't flesh out my answer too much.

i said no liab. not employer. just a shareholder...cant sue him just because corp insolvent. can still get judgment just no $$. i dont freakin know anything. i didn't think agency bc it was a corp? no?

[lawyernurse]

What did you guys think of the Essays?

The essays were pretty straightforward. I missed a couple of issues like totten trust (I said it was irrevocable because it is the rule in NY ) , the one about arson was very disorganised etc but I did much better than last July. Also I think I applied the wrong test for the conflict of law issue.

I hope i'll be able to get 50 for each essay but when I think about the numbers of issues I missed i'm not sure ! I really hope to get good grades on the essays because I'm bad at the MBE.

Concerning the MBE...i feel better than last july but like I said on the mbe topic, I can"t say If I will get 115 scaled or 135. Or a poor 125.

Anyway, I did much better, I really hope to pass. If I fail it will be by 10 points max I think.

If I fail by more than 10 or 20 points, I won't take the exam anymore, I really did my best and can't do better so if I get a 634, meh.

i completely missed the trusts thing. i didn't really study that. and power of attorney? ugh. all other 4 essays ok. was the crim stuff supposed to be easy?

I missed that it was a totten trust, just totally overlooked that when I saw that it was silent on the issue of revocability I just presumed the general rule applied. I also messed up that the residuary devise was a pour-over will, again just an oversight. The Criminal section which is normally a strong suit of mine I found pretty difficult. I put the correct rule for arson (albeit i listed it as 4th degree instead of 3rd) and conspiracy, learning today, has multiple degrees, didn't know that. Also messed up evaluating renunciation as a defense; I thought it was valid if he renounces his participation and takes substantial acts to prevent the conspiracy, apparently; he needs to actually prevent the conspiracy. What sucks is I spent alot of time on that one, and didn't really get to finish the corporations/contract one that I knew very well. I fudged the ny choice of law but ultimately got it correct, total luck truthfully, I just remembered that NY choice of law has some numier or wahtever factors. then just said all the parties are domiciled in ny so ny has an interest in applying their law. the first essay was very easy, (equitable distribution, enforcement of restrictive covenants);

Just hoping it's enough to get me by.

same here for all except the totten trust (was it really pour over? i said no to the letter because it was not executed properly aka not a codicil) i just spilled everything i knew about interested directors/contracts for that one. renunciation i called withdrawal (does that work?) essay 4 was my strongest. i work in a pi firm (7 years) and knew all about that. maybe that will save me.

-----------
Please correct me if I am wrong, but I thought Totten trust was not an issue. Thats when a depositor opens up a bank account in the beneficiary's name... Instead I thought it was a lifetime trust that is by default irrevocable/unamendable unless trust expressly reserves such right in the trust. And also all beneficiaries must coonsent to amend... I thought that was what the question was asking

I believe i had this as well because I felt that totten trusts are only created with a bank where beneficiaries receive proceeds upon depositor's death. Torrent trusts are revocable and fail if beneficiaries die before depositor. Thus the facts to me didn't seem that husband and wife created a totten trust. Moreover, I said that the pour over will was correct with regards to residue estate since the trust existed before the will and that the incorporation into the will by reference to the list in his drawer was ineffective under ny law. That's all I rem about this question

I screwed the pour over part up so badly. I read the damn fact pattern like 3 times and completely missed the part about mother dying. So my analysis was all about how she wasn't mentioned in the will and is entitled to an elective share, and the rest of the residual can go into the trust. I was thinking pour over but for some reason didn't actually use that term.
I got most of the other issues right but I'm not sure if my analysis was robust enough to rate passing essays. I also ran out of time on the corp. essay about 3 sentences before I would have been finished.
Hoping I did as well on the MBE as I did in practice sessions. I fear it may be my only hope.

[z0rk]

How did you all analyze that essay question regarding "Park" and "Emma?" Whether the company or corporation could sue Park for Emma's screw up after he assigned his tasks to her... can't remember the exact question. I analyzed the issue pursuant to agency principles. I didn't think piercing the corporate veil would apply as to Emma because she herself was not a shareholder.

i treated it as an agency question as well, though i ran out of time so i didn't flesh out my answer too much.

i said no liab. not employer. just a shareholder...cant sue him just because corp insolvent. can still get judgment just no $$. i dont freakin know anything. i didn't think agency bc it was a corp? no?

I think that is incorrect. Park was a shareholder for a professional corporation, which is a special type of business specifically for licensed professionals. Professionals who are shareholders (or members) of a P.C. may be liable for negligence, including negligent supervision (think lawyers who work for a firm. Some firms are PC's. The lawyers can be on the hook for malpractice). Since park delegated his work to Emma, he had a duty to supervise her. He could be personally liable. I imagine there might have been extra points if examinee's pointed out the piercing the corporate veil doctrine, and stated that it was insufficient/unnecessary in this circumstance.

[starryski]

How did you all analyze that essay question regarding "Park" and "Emma?" Whether the company or corporation could sue Park for Emma's screw up after he assigned his tasks to her... can't remember the exact question. I analyzed the issue pursuant to agency principles. I didn't think piercing the corporate veil would apply as to Emma because she herself was not a shareholder.

i treated it as an agency question as well, though i ran out of time so i didn't flesh out my answer too much.

i said no liab. not employer. just a shareholder...cant sue him just because corp insolvent. can still get judgment just no $$. i dont freakin know anything. i didn't think agency bc it was a corp? no?

I think that is incorrect. Park was a shareholder for a professional corporation, which is a special type of business specifically for licensed professionals. Professionals who are shareholders (or members) of a P.C. may be liable for negligence, including negligent supervision (think lawyers who work for a firm. Some firms are PC's. The lawyers can be on the hook for malpractice). Since park delegated his work to Emma, he had a duty to supervise her. He could be personally liable. I imagine there might have been extra points if examinee's pointed out the piercing the corporate veil doctrine, and stated that it was insufficient/unnecessary in this circumstance.

i just looked over my bar review company's notes. nothing on PCs. i never had a chance

[NY_Sea]

How did you all analyze that essay question regarding "Park" and "Emma?" Whether the company or corporation could sue Park for Emma's screw up after he assigned his tasks to her... can't remember the exact question. I analyzed the issue pursuant to agency principles. I didn't think piercing the corporate veil would apply as to Emma because she herself was not a shareholder.

i treated it as an agency question as well, though i ran out of time so i didn't flesh out my answer too much.

i said no liab. not employer. just a shareholder...cant sue him just because corp insolvent. can still get judgment just no $$. i dont freakin know anything. i didn't think agency bc it was a corp? no?

I think that is incorrect. Park was a shareholder for a professional corporation, which is a special type of business specifically for licensed professionals. Professionals who are shareholders (or members) of a P.C. may be liable for negligence, including negligent supervision (think lawyers who work for a firm. Some firms are PC's. The lawyers can be on the hook for malpractice). Since park delegated his work to Emma, he had a duty to supervise her. He could be personally liable. I imagine there might have been extra points if examinee's pointed out the piercing the corporate veil doctrine, and stated that it was insufficient/unnecessary in this circumstance.

i just looked over my bar review company's notes. nothing on PCs. i never had a chance

Idk, BARBRI had notes on them coupled with Agency... I'm with z0rk. I think they were really just looking for an old fashioned malpractice (negligence) analysis

[NYNY2016]

Feelings on whether a K would be voidable in a case where there was an interested director transaction?

[NY_Sea]

Feelings on whether a K would be voidable in a case where there was an interested director transaction?

That one was tricky... They literally had one sentence in there that made me think it was ok. They spent a whole bunch of time talking about the vote and how the guy was in the majority, but without him it would have been deadlocked at 2-2. But, there was that one sentence in there that said the price paid was fair market price, so in the end I said that it was ok because it was fair and reasonable at the time of board acceptance.

[Diceman102]

Feelings on whether a K would be voidable in a case where there was an interested director transaction?

That one was tricky... They literally had one sentence in there that made me think it was ok. They spent a whole bunch of time talking about the vote and how the guy was in the majority, but without him it would have been deadlocked at 2-2. But, there was that one sentence in there that said the price paid was fair market price, so in the end I said that it was ok because it was fair and reasonable at the time of board acceptance.

I had that he shouldn't have voted, since he was interested. And if he didn't vote no majority of disinterested would have approved. If this is the case, then there must be majority vote by disinterested shareholders, which the facts said didn't happen. Therefore, transaction not ok.

[lawyernurse]

I had that he shouldn't have voted, since he was interested. And if he didn't vote no majority of disinterested would have approved. If this is the case, then there must be majority vote by disinterested shareholders, which the facts said didn't happen. Therefore, transaction not ok.[/quote]

I did the same thing, but I also went into whether a court would find that the deal was fair to the corporation despite a lack of approval by a majority of disinterested board members. My brain is still a bit fried, but I think I concluded that the transaction was fair and reasonable given the market price.

[NY_Sea]

Feelings on whether a K would be voidable in a case where there was an interested director transaction?

That one was tricky... They literally had one sentence in there that made me think it was ok. They spent a whole bunch of time talking about the vote and how the guy was in the majority, but without him it would have been deadlocked at 2-2. But, there was that one sentence in there that said the price paid was fair market price, so in the end I said that it was ok because it was fair and reasonable at the time of board acceptance.

I had that he shouldn't have voted, since he was interested. And if he didn't vote no majority of disinterested would have approved. If this is the case, then there must be majority vote by disinterested shareholders, which the facts said didn't happen. Therefore, transaction not ok.

Yeah, could be... I wrote that since the 2 exceptions to the interested director rule (fair and reasonable and revealing material facts+the 3 scenarios) are either/or and not an AND test, that since it was reasonable, that it's ok.

Who knows... Gonna steer clear of talking about this from here on out unless in a general sense. The goody-goody/not wanting bad karma part of me is telling me to stop.

Wishing everyone here good luck... Some of you I've gotten to know pretty well over the past 4 months, and I wish nothing but the best for everyone!

[howdy22]

How did you all analyze that essay question regarding "Park" and "Emma?" Whether the company or corporation could sue Park for Emma's screw up after he assigned his tasks to her... can't remember the exact question. I analyzed the issue pursuant to agency principles. I didn't think piercing the corporate veil would apply as to Emma because she herself was not a shareholder.

i treated it as an agency question as well, though i ran out of time so i didn't flesh out my answer too much.

i said no liab. not employer. just a shareholder...cant sue him just because corp insolvent. can still get judgment just no $$. i dont freakin know anything. i didn't think agency bc it was a corp? no?

I think that is incorrect. Park was a shareholder for a professional corporation, which is a special type of business specifically for licensed professionals. Professionals who are shareholders (or members) of a P.C. may be liable for negligence, including negligent supervision (think lawyers who work for a firm. Some firms are PC's. The lawyers can be on the hook for malpractice). Since park delegated his work to Emma, he had a duty to supervise her. He could be personally liable. I imagine there might have been extra points if examinee's pointed out the piercing the corporate veil doctrine, and stated that it was insufficient/unnecessary in this circumstance.

i just looked over my bar review company's notes. nothing on PCs. i never had a chance

Idk, BARBRI had notes on them coupled with Agency... I'm with z0rk. I think they were really just looking for an old fashioned malpractice (negligence) analysis

I had hoped so (as that was what my answer mostly was - normal corporate law, agency, malpractice, etc. - analysis, but I really think it was just straight up asking for knowledge of a rule. No analysis needed.

See, specifically, BCL §1505(a) which states -- literally directly answering the issue asked:
"Each shareholder, employee or agent of a professional service corporation and a design professional service corporation shall be personally and fully liable and accountable for any negligent or wrongful act or misconduct committed by him or by any person under his direct supervision and control while rendering professional services on behalf of such corporation."

So the only analysis would be if Emma was "under [Park's] direct supervision and control" as far as I can tell.

[z0rk]

Feelings on whether a K would be voidable in a case where there was an interested director transaction?

That one was tricky... They literally had one sentence in there that made me think it was ok. They spent a whole bunch of time talking about the vote and how the guy was in the majority, but without him it would have been deadlocked at 2-2. But, there was that one sentence in there that said the price paid was fair market price, so in the end I said that it was ok because it was fair and reasonable at the time of board acceptance.

I had that he shouldn't have voted, since he was interested. And if he didn't vote no majority of disinterested would have approved. If this is the case, then there must be majority vote by disinterested shareholders, which the facts said didn't happen. Therefore, transaction not ok.

I think this is partially correct. The vote issue is a bit of a red herring, but I do suspect the examiners wanted to see an analysis of interested transactions. Please remember this was a contracts question. I forget the names of the parties, so I will refer to them as corporation A and corporation B. The interested director of Corporation A was a 50% shareholder of the other corporation B, but NOT a director of corporation B. A and B entered into a contract, and B's board of directors had no knowledge of the conflict and vote by corporation A. Corporation A cannot rescind the contract based upon its unilateral mistake of an improper vote, and they cannot argue mutual mistake because the interested shareholder was not a director or officer of Corporation B. Thus, I think a valid contract was formed and cannot be rescinded. The remedy here is a suit by Corporation A against the interested director to recover damages it has incurred as a result of his improper vote. If the corporation declined to bring an action, a shareholder could bring a derivative suit to recover damages.

Thus, while the transaction was not ok the issue the question asked was what remedies were available to Corporation B with respect to the contract. I think B could enforce the contract.

[Barslammer]

The question had both an (a) and (b). A: what damages if win inc sue for. (B) is ash corps defense that the contract was unenforceable correct. So (a) is anticipatory repudiation and cover damages. (B) is about the contract being void or voidable based on the interested director.

[Barslammer]

Part A dealt with UCC as noted because Ash corp repudiated when they called up win inc and said. Proce going up to 60 a ton. Win says, wtf? Ash says yea, we will not fullfill any order unless you agree. Win got another co to make the gypsum boards and it was for the same proce of 60. Ash initally contracted for 40. Win ordered 20,000 tons from new corp. Turn around ans sue ash for cover damages. The amount should be 400,000.

[Barslammer]

Also note, issue 1 was is the contract valid (not asking about enforcability) based on being too indefinite as to quantity. The contract said ALL gypsum board required over the course of the 1 year term. They even put a note about in the past win ordered 10,000 tons. (But did not say this ever occured with Ash, just in the past they have contracted with somebody and would order 10,000 tons over the course of 1-year).

Then the two part UCC repud/ BCL voidable-void.

Then the engineering P.C agency respondeat superior.

Then lunch.

[Worthless1]

Also note, issue 1 was is the contract valid (not asking about enforcability) based on being too indefinite as to quantity. The contract said ALL gypsum board required over the course of the 1 year term. They even put a note about in the past win ordered 10,000 tons. (But did not say this ever occured with Ash, just in the past they have contracted with somebody and would order 10,000 tons over the course of 1-year).

Then the two part UCC repud/ BCL voidable-void.

Then the engineering P.C agency respondeat superior.

Then lunch.

Great...I didn't discuss the issue about whether the contract was valid under BCL (because the guy was an interested director). Didn't think the call of the question was asking for that, so I just talked about the requirements contract.

[starryski]

Also note, issue 1 was is the contract valid (not asking about enforcability) based on being too indefinite as to quantity. The contract said ALL gypsum board required over the course of the 1 year term. They even put a note about in the past win ordered 10,000 tons. (But did not say this ever occured with Ash, just in the past they have contracted with somebody and would order 10,000 tons over the course of 1-year).

Then the two part UCC repud/ BCL voidable-void.

Then the engineering P.C agency respondeat superior.

Then lunch.

Great...I didn't discuss the issue about whether the contract was valid under BCL (because the guy was an interested director). Didn't think the call of the question was asking for that, so I just talked about the requirements contract.

the interested director was one of the defenses one of the corp used in their motion. i think i talked enough about fair and reasonable, and full disclosure without using those words! how could i forget -_-

[NYNY2016]

Feelings on whether a K would be voidable in a case where there was an interested director transaction?

That one was tricky... They literally had one sentence in there that made me think it was ok. They spent a whole bunch of time talking about the vote and how the guy was in the majority, but without him it would have been deadlocked at 2-2. But, there was that one sentence in there that said the price paid was fair market price, so in the end I said that it was ok because it was fair and reasonable at the time of board acceptance.

I had that he shouldn't have voted, since he was interested. And if he didn't vote no majority of disinterested would have approved. If this is the case, then there must be majority vote by disinterested shareholders, which the facts said didn't happen. Therefore, transaction not ok.

I think this is partially correct. The vote issue is a bit of a red herring, but I do suspect the examiners wanted to see an analysis of interested transactions. Please remember this was a contracts question. I forget the names of the parties, so I will refer to them as corporation A and corporation B. The interested director of Corporation A was a 50% shareholder of the other corporation B, but NOT a director of corporation B. A and B entered into a contract, and B's board of directors had no knowledge of the conflict and vote by corporation A. Corporation A cannot rescind the contract based upon its unilateral mistake of an improper vote, and they cannot argue mutual mistake because the interested shareholder was not a director or officer of Corporation B. Thus, I think a valid contract was formed and cannot be rescinded. The remedy here is a suit by Corporation A against the interested director to recover damages it has incurred as a result of his improper vote. If the corporation declined to bring an action, a shareholder could bring a derivative suit to recover damages.

Thus, while the transaction was not ok the issue the question asked was what remedies were available to Corporation B with respect to the contract. I think B could enforce the contract.

Good. Same approach here.

[NM7]

I left this thread for a few days, and reading all of this is giving me anxiety! We can argue about the answers till the cows come home but it won't change a thing because it's out of our hands. I'll just sit silently hoping for the best over here. Peace and best of luck to all

[Worthless1]

I left this thread for a few days, and reading all of this is giving me anxiety! We can argue about the answers till the cows come home but it won't change a thing because it's out of our hands. I'll just sit silently hoping for the best over here. Peace and best of luck to all

Best of luck to you.

[NY_Sea]

Feelings on whether a K would be voidable in a case where there was an interested director transaction?

That one was tricky... They literally had one sentence in there that made me think it was ok. They spent a whole bunch of time talking about the vote and how the guy was in the majority, but without him it would have been deadlocked at 2-2. But, there was that one sentence in there that said the price paid was fair market price, so in the end I said that it was ok because it was fair and reasonable at the time of board acceptance.

I had that he shouldn't have voted, since he was interested. And if he didn't vote no majority of disinterested would have approved. If this is the case, then there must be majority vote by disinterested shareholders, which the facts said didn't happen. Therefore, transaction not ok.

I think this is partially correct. The vote issue is a bit of a red herring, but I do suspect the examiners wanted to see an analysis of interested transactions. Please remember this was a contracts question. I forget the names of the parties, so I will refer to them as corporation A and corporation B. The interested director of Corporation A was a 50% shareholder of the other corporation B, but NOT a director of corporation B. A and B entered into a contract, and B's board of directors had no knowledge of the conflict and vote by corporation A. Corporation A cannot rescind the contract based upon its unilateral mistake of an improper vote, and they cannot argue mutual mistake because the interested shareholder was not a director or officer of Corporation B. Thus, I think a valid contract was formed and cannot be rescinded. The remedy here is a suit by Corporation A against the interested director to recover damages it has incurred as a result of his improper vote. If the corporation declined to bring an action, a shareholder could bring a derivative suit to recover damages.

Thus, while the transaction was not ok the issue the question asked was what remedies were available to Corporation B with respect to the contract. I think B could enforce the contract.

So, I could be wrong, but I thought that question asked whether the contract would be enforceable even though Ash was asserting two defenses (a) and (b)... I don't remember the question asking what remedies Win had. And I don't remember anything that would have made me think they were asking about derivative suits.

Thought it was a very pointed question and kinda told you what they were looking for.

[iwantmybar]

They didn't ask for derivative suits, although you could have talked about it for extra points I guess but it was not the issue.

I think you could have said

"On a side note, there could aussi be a derivative suit regarding the role of the interested director" but it was not an issue.

The essays become more blurry everyday but from what I remember I organised my essay like that (dont remember the exact order) :
- Valid contract (or enforceable, dont remember the call ) because requirement contract so it is ok with the SOF because even if quantity not specified, it is a contract that requires quantity for a specified amount of time blabla
- Contract modification no valid because even though no consideration is needed, in NY there must be a writing to be signed by the party who is going to be charged. There was no consent here.
-Interested director transaction because it fails the fairness test and approval test because even though it was fair and reasonable there was no disclosure at all. Plus, he voted for the transaction as well and his vote was of consequence (4-3 or sth).
-Park was liable because he delegated his duty to the woman. I personally made my argument about the delegation thing. I also said she was negligent and defined what was negligent even though this was not really an issue. But I said that in anycase, he delegated his duty and was still liable.
-Then since it was a professional corp, i said the corp was liable for all the losses and expenses incurred but that each partner was also liable for his own tortious act so park was liable as well.

[Barslammer]

Wow. It's amazing what people remember and what they don't. This essay had 3 parts:

1; Valid for indefiniteness under UCC?

2(a) and 2(b); cover damages iniatied by Win; interested director defense attacking enforceability raised by Ash.

3. Liability of partners in P.C for emoloyee's professional negligence when P.C is broke.

[NY_Sea]

Wow. It's amazing what people remember and what they don't. This essay had 3 parts:

1; Valid for indefiniteness under UCC?

2(a) and 2(b); cover damages iniatied by Win; interested director defense attacking enforceability raised by Ash.

3. Liability of partners in P.C for emoloyee's professional negligence when P.C is broke.

1) No need to be a dick... You have this matter-of-fact-ness in every post you make, I can only imagine how unbearable that is in person.
2) Why would they have a question mixing damages and a contract defense, only to have a stand-alone question with another contract defense? I'm pretty sure the damages was a standalone question, but hey, if you tell me differently, it must be true.