UNIVERSITY OF BALTIMORE
BUSINESS ORGANIZATIONS
PROFESSOR WALTER SCHWIDETZKY
Spring, 2012
Professor: Walter D. Schwidetzky
Office:
BC 483
Telephone: 410-837-4410
Office Hours: Thursdays 2-4 pm
E-Mail: wschwidetzky@ubalt.edu
PLEASE FEEL FREE TO STOP BY AT ANY TIME, TO MAKE AN APPOINTMENT TO
SEE ME, AND/OR TO EMAIL ME.
Course Information
Required Materials
Kleinberger, Agency, Partnerships, and LLCs, 3 rd Edition (4th Edition, if available,
is optional) (Wolters Kluwer).
Palmiter, Corporations, 6th Edition (7th Edition, if available, is optional) (Wolters
Kluwer).
Statutory Supplement to (but not the underlying case book): Hamilton, Macey,
and Moll, Cases and Materials on Corporations including Partnerships and
Limited Liability Companies, 11th Edition (West). You can get by with another
statutory Supplement (e.g. a used one) provided it contains the Revised
Uniform Partnership Act and the Model Business Corporations Act. The
Revised Uniform Limited Partnership Act and Revised Uniform Limited
Liability Company Act are available on my Twen site.
Class Preparation
It is important to keep your class preparation current. Much of the course will be
built on subjects previously discussed, and many statutes work in conjunction with one
another. If you miss and/or do not prepare for one class, the next class may use terms
and concepts you do not understand, which will compound the difficulty of
understanding the area under discussion.
Exams/Grading
You will be given push points (up to a half-grade) for doing an especially good (or
bad) job in class.
There will be one three-hour exam given at the end of the semester. The exam
will be two-thirds medium length essay questions and one-third multiple choice.
Attendance:
Students are required to abide by the Law School’s attendance policy. Your one
and only time to sign the sign-in sheet is during or immediately after class while I am
still in the classroom. If you forget to sign it during this time, you will be counted as
absent.
TWEN Site:
This course has a TWEN webpage that links to this syllabus, announcements,
cases, Powerpoint slides, and other class materials.
You are required to register for this course on TWEN, and you must use your
University of Baltimore email address as your TWEN e-mail address. You are responsible
for all information posted on or disseminated from TWEN. To sign up for TWEN, take the
following steps:
1) Log on to Twen (via lawschool.westlaw.com)
2) Click ADD COURSE
3) Select the course page
4) Scroll and click SUBMIT
Computers:
Students may use computers in class and on the exam.
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Class Cancellation:
If I must cancel a class, notices will be sent to students via email and posted on
the classroom door.
RUPA v. UPA
There are two Uniform Partnership Acts, UPA (1914) and UPA (1997). The latter
is often called RUPA (Revised Uniform Partnership Act). We will focus on the latter,
which is more widely adopted. In general, you may skip that materials on the UPA in
the book unless they are necessary to understand the RUPA rules. In all cases,
answer problems using RUPA not UPA. You may want to, but you are not required to
read the comments after each RUPA section.
PROBLEMS IN BOOKS
Each segment of the course will include a problem set I have created. You are
not required to do the problems in the book, though you may wish to in order to improve
your understanding. Many of the problems I assign are very similar to the ones in the
book.
CASES
Assigned cases will be on the Twen site. You are responsible for printing these
out and reading them.
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PART 1 OF SYLLABUS
ALL TEXT ASSIGNMENTS IN I-IV ARE TO THE KLEINBERGER BOOK EXCEPT AS
NOTED.
I.
AGENCY
1. Chapter 1.
2. Restatement 3d § 1.01.
3. A. Gay Jenson Farms Co. v. Cargill, Inc.
4. Green v. H&R Block.
5. Agency Problems 1-7.
6. Chapter 2 (skim 2.6).
7. Restatement 2d §§ 4, 6, 8, 27, 34, 297
8. Restatement 3d §§ 1.03, 1.04, 2.01-2.03, 3.11, 6.11
9. Case: Truck Crane Service Co. v. Barr-Nelson
10. Agency Problems 8-19
11. Chapter 5.
12. Restatement 2d §§ 120-122, 133-135.
12. Restatement 3d §§ 3.06-3.08.
12. Agency Problem 20-21.
II.
THE (GENERAL) PARTNERSHIP
A. Introduction
1.
2.
3.
4.
5.
Chapter 7.
Statutory Supplement, RUPA '' '' 201-204, 306.
Fenwick v. Unemployment Compensation Commission.
Ziegler v. Dahl.
Partnership Problems 1-4.
B. Financial Aspects
1.
2.
3.
4.
5.
6.
7.
4
Chapter 8.
Statutory Supplement, RUPA '' 401, 204.
Kessler v. Antinora.
Schymanski v. Conventz.
Partnership Problems 5-9.
Statutory Supplement, RUPA §§ 501-504
Partnership Problems 10.
C. Management and Fiduciary Duties
1. Chapter 9.
2. Statutory Supplement, RUPA '' 403, 404, 401(c),(f),(i),(j), 301, 104,
801(5)(ii), 305, 306, skim 503, 103, 405
3. Summers v. Dooley.
4. National Biscuit Company v. Stroud.
5. Partnership Problems 11-18.
D. Disassociation and Dissolution
1. Chapter 11.1, 11.9-11.12.
2. RUPA Articles 6, 7, and 8.
3. Wood v. Apodaca.
4. Partnership Problems 19-33.
III.
THE LIMITED PARTNERSHIP AND FUN TAX STUFF
1. Chapter 12.1-12.2.
2. RULPA (1976/1985) §§ 1105, 403, 104, 201, 502, 605, 608, 303, 304, 503,
702, 602-604, 801.
3. Labovitz v. Dolan.
4. In re USACAFES.
5. Limited Partnership Problems 1-7.
6. Article: Integrating Subchapters K and S, Just Do It.
7. Chapter 13.1.1-13.1.2.
8. Chapter 2 in Palmiter book.
IV.
THE LIMITED LIABILITY COMPANY
A. Introduction
1. Chapter 13.1.3-end.
B. Creating the LLC
1.
2.
3.
4.
5.
6.
7.
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Chapter 14.1, 14.2, 14.4.
Re-ULLCA §§ 102-107, 201, 202, 304, 401, 801.
Water, Waste, and Land, inc. v. Lanham.
Ioeger v. Reiner.
Mandall v. Gavin.
Gebhardt Family Investment, LLC.
LLC Formation Questions.
C. The Operating Agreement
1.
2.
3.
4.
Chapter 14.5.
Re-ULLCA §§ 102(13), 110-112, 301, 302, 407(b)(5), (c)(4).
Elf Atochem.
LLC Operating Agreement Questions.
D. LLC Governance and Finance
1. Chapter 15.
2. Re-ULLCA Article 4, §§ 901, 902, 110(d)-(h).
3. VGS, Inc. v. Castiel.
4. Westbard Apartments, LLC.
5. LLC Governance and Finance Article 4 Questions.
6. Articles 3, 6-7 (we will be covering Articles 6-7 in the same order as the
book.
7. LLC Governance and Finance Questions: Article 3 and Articles 6-7
Questions.
8. Article 5.
8. Olmstead.
9. In Re Albright.
10. LLC Governance and Finance Questions: Article 5.
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