michigan bar - exam Questions And Answers

a partner also has an interest in the partnership, which is his share of profits and surplus. This interest is - treated as personal property assignable without dissolving the partnership attachable a plaintiff can obtain injunctive relief against tortious conduct being or about to be committed if the plaintiff can show: - 1. the legal remedy is inadequate 2. enforcement of an equitable decree would be feasible, practicable, and effective to vindicate the plaintiff's rights 3. the hardship to the defendant, where relevant, does not greatly outweigh the benefit that the plaintiff may get from the relief sought 4. no defenses are available actions for an accounting - an action for an accounting is an equitable proceeding whereby the liabilities between each partner and the partnership are converted into liabilities between partners individually. actual authority - authority that the agent reasonably believes she possesses based on the principal's dealings with her. may be express (within 4 corners of agency agreement) or implied (agent reasonably believes as a result of principal's actions) additional procedures of forming a corp - an organizational meeting should be held soon after incorp but de jure status will not be lost for failure to hold such a meeting. bylaws are usually adopted at this meeting. may include any provision for managing corp that is not inconsistent with law or the articles of incorp. bylaws adopted by directors but can be modified or repealed by either the directors or the shareholders. may reserve this power exclusively to shareholders or make certain bylaw not repealable by directors. agency - the legal relationship whereby one person manifests assent that another person shall act on her behalf and under her control and the agent consents to so actagency capacity - principal must have contractual capacity agent needs only minimal capacity (unless he has no mental capacity) agent's duties - duty of loyalty, obedience to lawful instructions, reasonable care under the circumstances Agent's Remedies - A compensated agent has contract remedies against principal and right to a possessory lien for any money due from the principal including compensation for owed services. alienation of affections - tort claim against someone who diverts the affection of one spouse so that the other is deprived of a marital relationship. - abolished in michigan alimony - the right to support while still married alter ego - a court will pierce the veil if the corp is treated as a mere instrumentality of another person, the corp form is used wrong, and the pl has suffered an unjust injury or loss individual shareholders - should keep corp accoutns separeate from their own - must result in some basic inequity parent-subsidiary corps - should be held out to the public as separate entities an officer and director of a corporation is required to discharge their fiduciary duties in the corporation: - 1. in good faith 2. with the care that an ordinarily prudent person in a like position would exercise under similar circumstances, and 3. in a manner she reasonably believes to be in the best interests of the corporation. annulment - declaration that marriage is invalid because there was an impediment at the time of the uptial contracts - distribution of property upon divorce ro death, valid, marriage is sufficient consideration. may contract with respect to: rights and obligations in property, right to buy/sell/lease/etc property, disposition of property upon an event, modification or elimination of spousal support, making of a will or trust, choice of law governing construction of the agreement, any other matter not in violation of public policy or criminal statute are the hardships balanced? - weigh the benefit to the pl if the injunction is granted against the hardship to the defendant that would result from the injunction. avoidance of existing obligations/fraud - if shareholder uses the corp form to avoid existing personal obligations, the corporate veil will be pierced. however, mere fact that corp form is chosen in order to avoid personal liability is not enough to peirce