Prof. Tom W. Bell

Saturday, December 21, 1996
1:00 p.m. - 3:00 p.m.

This exam consists of 2 parts, and has a total of 4 questions. You have two hours in which to outline and write your answers. The questions count for various percentages of your final grade for this exam, so I advise you to allocate your time accordingly.

I strongly suggest that before you begin writing an answer you 1) read the question carefully; 2) think about exactly which issues you need to address; and 3) outline your answer. Good organization and good analysis almost always go hand-in-hand.

Use as many exam booklets as you need. Start your answer to each part in a new booklet and number the booklets so that I can easily follow their intended sequence. Please write on one side only of each page, on every other line.

For your benefit and my eyesight, please write as legibly as possible. I cannot grade what I cannot read.

This is an open book exam. You may use your casebook, any material that I handed out in class, and any notes that you or your study group prepared. You may not use other materials, such as nutshells or commercial outlines.

If you have any procedural questions, please direct them to Jennifer Patterson, in the registrar's office. She will know how to reach me.

I've got a very successful friend to whom people often say, "Gosh, you're lucky." She always replies, "The harder I work, the luckier I get." May you, too, achieve the success that your hard work merits.

The exam begins on the next page.

Part 1, Question 1

5% of exam's total grade
(suggested time: approximately 5 minutes)

Your client, Robin Willard, is an accountant for Big Co. Robin ordered 1,000 green lampshades on behalf of Big Co., signing the purchase order as follows:

Robin Willard, accountant for Big Co.

Big Co. has gone bankrupt and the lampshade seller has sued Robin personally for breach of the contract to purchase lampshades. Very briefly, analyze the extent of Robin's personal liability (if any) and suggest a better form of signature.

Part 1, Question 2

50% of exam's total grade
(suggested time: approximately 60 minutes)

Ace Gent is an employee of Baum Paving Co. He specializes in laying down the sort of interlocking paving bricks that have come to characterize the walkways outside our law school. Last month his employer and boss, Baum, directed Ace to go to the construction site of the new law school. Baum explained that "the Tileco workers need a hand putting up a mosaic on the lobby walls. I figured that you would do well at that kind of puzzle-like problem, and agreed to let them borrow you for a while." As Ace walked away, Baum added, "I know how you are, Ace; stay out of trouble!"

Ace went to the new law school and began helping Tileco's employees with the mosaic. The mosaic's artist had put it together in her studio, numbered each tile as she took it apart, and shipped the disassembled mass to Dayton. The artist's imperfect numbering system called on the construction workers to exercise considerable judgment in putting the mosaic back together. Fortunately, Tileco's on-site supervisor, Hiss, had once been a mosaic artist himself. Ace's paving experience proved helpful, too.

As the mosaic took shape under their hands, the workers gradually discerned its theme. A heroic phalanx of UD law students, fresh diplomas clenched in their raised fists, led a mass of armed workers and peasants. Together, the mob stormed such bourgeois citadels of class oppression as city hall, a factory, and a church. The mosaic's inscription read, "Forward, comrade lawyers, to the revolutionary vanguard!"

One of Tileco's employees, McCarthy, took exception to the mosaic. "What a steaming mass of pinko agitprop!" he opined. Tileco's on-site supervisor, Hiss, offered a contrasting view. "Yeah, well you're full to the gills with reactionary dogma!" These two political theorists fell to fisticuffs and a general melee ensued.

Ace, a burly but kind-hearted fellow, tried to separate the combatants. This, he did all too well, flinging disputants some distance down opposite side of the new law school's commodious lobby. Several of the Tileco employees so thrown suffered injury as a direct result of Ace's efforts.

Hiss, angered by Ace's "help", escorted him back to Baum and recounted the incident. Baum laughed and slapped Ace on the back. "I guess you showed them what for, eh? Buzz off, Hiss! As far as I'm concerned Ace acted wholly in the right." Baum later billed Tileco for Ace's work on the mural, and Tileco paid.

Together, the Tileco employees injured by Ace's attempt to break up the fight have brought suit against Baum Paving Co. Analyze their claim under the law of agency.

Part 2, Question 1

5% of exam's total grade
(suggested time: approximately 5 minutes)

Able and Baker are the sole partners of a small law firm, "Able & Baker". Able handles the firm's personal injury cases; Baker handles trusts and estates. Able tells Baker to make a court appearance on behalf of one of the firm's personal injury clients, and Baker does so. Very briefly, describe Baker's act in agent/principal terms.

Part 2, Question 2

40% of exam's total grade
(suggested time: approximately 50 minutes)

Gina Post owns and runs a copy shop. Three years ago, she hired Joshua Emmet, an undergraduate student of computer science, to help out. He from the start made copies and staffed the cash register. After a year on the job, he began to sign purchase orders for supplies on Post's behalf when she was not in, and he once negotiated with Xericoh for the purchase of a color copier for the shop.

After Emmet had been working for two years, Post faced a crucial decision. To compete with a newly opened copy shop nearby, she calculated that she would have to begin renting PCs to her customers by the hour. Fortunately, Emmet had the necessary expertise to run such an operation. Giving him such an increase in responsibilities would entail giving him a substantial raise, however, and Post could not afford both the new computers and an increase in Emmet's salary.

Post thus told Emmet, "If you will agree to operate the new computers, I will give you a raise payable out of the profits from that branch of my business." Emmet agreed. Post put up the money for the computers and, since she knew almost nothing about such things, had Emmet negotiate their purchase from Comp Co. Emmet ran all aspects of the copy shop's computer business during the third year of his association with Post.

Despite Emmet's efforts, the computers failed to generate a profit. Customers complained that the PCs worked slowly and erratically. When Post asked Emmet about the problems, he mumbled something about network problems. In fact, Emmet had deliberately infected the computers with an experimental, non-malignant virus. He figured that getting to play with a whole computer network was well worth losing mere profits--and that Post would never figure out what he had done!

Post did figure it out, though--thanks to a visit from her brother-in-law, a computer consultant. Infuriated, she determined to fire Emmet immediately. Worried that he would sue for unpaid salary, however, she first got him to agree orally that they were "even Steven". Emmet went along, figuring that he was getting off easy.

Post tried to run the copy shop for another month. But because the computer side of the business had failed, she finally had to shut down the whole business down. She had not finished paying for the color copier and the computers, however, and now lacks the means to do so.

Apply the UPA, and the RUPA to the extent that it differs, to analyze the rights of Post, Emmet, Xericoh, and Comp Co.

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Agency and Partnership Final Exam, Fall 1996 - - v. 06/00