BUL4310 Habitat II Condominium IRAC Analysis Case Notes Homework

Question Description
– Start with stating the FACTS of the case

-Second, write describe the PROCEDURAL HISTORY of the case (all past court proceedings ONLY)

-Finally write the IRAC (Issue, Rule, Analysis, Conclusion)

—–

I’ll be attaching 3 documents below:

1) IRAC case summary sample

2) IRAC summary guide/instructions

3) The Case

Tags: Cross and Miller BUL4310 Legal Environment IRAC Summary Habitat II Condominium Beverly Amie
brief_instructions.pdf
corrected_bul_4310_case_notes.pdf
cohen_vs_hattaway.docx
Unformatted Attachment Preview
How to Brief a Case Using the “IRAC” Method When briefing a case, your goal is to reduce the information from the case into a format that will provide you with a helpful reference in class and for review. Most importantly, by “briefing” a case, you will grasp the problem the court faced (the issue); the relevant law the court used to solve it (the rule); how the court applied the rule to the facts (the application or “analysis”); and the outcome (the conclusion). You will then be ready to not only discuss the case, but to compare and contrast it to other cases involving a similar issue. Before attempting to “brief” a case, read the case at least once. Follow the “IRAC” method in briefing cases: Facts* Write a brief summary of the facts as the court found them to be. Eliminate facts that are not relevant to the court’s analysis. For example, a business’s street address is probably not relevant to the court’s decision of the issue of whether the business that sold a defective product is liable for the resulting injuries to the plaintiff. However, suppose a customer who was assaulted as she left its store is suing the business. The customer claims that her injuries were the reasonably foreseeable result of the business’s failure to provide security patrols. If the business is located in an upscale neighborhood, then perhaps it could argue that its failure to provide security patrols is reasonable. If the business is located in a crime-ridden area, then perhaps the customer is right. Instead of including the street address in the case brief, you may want to simply describe the type of neighborhood in which it is located. (Note: the time of day would be another relevant factor in this case, among others). Procedural History* What court authored the opinion: The United States Supreme Court? The California Court of Appeal? The Ninth Circuit Court of Appeals? (Hint: Check under the title of the case: The Court and year of the decision will be given). If a trial court issued the decision, is it based on a trial, or motion for summary judgment, etc.? If an appellate court issued the decision, how did the lower courts decide the case? Issue What is the question presented to the court? Usually, only one issue will be discussed, but sometimes there will be more. What are the parties fighting about, and what are they asking the court to decide? For example, in the case of the assaulted customer, the issue for a trial court to decide might be whether the business had a duty to the customer to provide security patrols. The answer to the question will help to ultimately determine * This applies to case briefs only, and not exams. Use the IRAC method in answering exams: Issue/Rule/Analysis/Conclusion. whether the business is liable for negligently failing to provide security patrols: whether the defendant owed plaintiff a duty of care, and what that duty of care is, are key issues in negligence claims. Rule(s): Determine what the relevant rules of law are that the court uses to make its decision. These rules will be identified and discussed by the court. For example, in the case of the assaulted customer, the relevant rule of law is that a property owner’s duty to prevent harm to invitees is determined by balancing the foreseeability of the harm against the burden of preventive measures. There may be more than one relevant rule of law to a case: for example, in a negligence case in which the defendant argues that the plaintiff assumed the risk of harm, the relevant rules of law could be the elements of negligence, and the definition of “assumption of risk” as a defense. Don’t just simply list the cause of action, such as “negligence” as a rule of law: What rule must the court apply to the facts to determine the outcome? Application/Analysis: This may be the most important portion of the brief. The court will have examined the facts in light of the rule, and probably considered all “sides” and arguments presented to it. How courts apply the rule to the facts and analyze the case must be understood in order to properly predict outcomes in future cases involving the same issue. What does the court consider to be a relevant fact given the rule of law? How does the court interpret the rule: for example, does the court consider monetary costs of providing security patrols in weighing the burden of preventive measures? Does the court imply that if a business is in a dangerous area, then it should be willing to bear a higher cost for security? Resist the temptation to merely repeat what the court said in analyzing the facts: what does it mean to you? Summarize the court’s rationale in your own words. If you encounter a word that you do not know, use a dictionary to find its meaning. Conclusion What was the final outcome of the case? In one or two sentences, state the court’s ultimate finding. For example, the business did not owe the assaulted customer a duty to provide security patrols. Note: “Case briefing” is a skill that you will develop throughout the semester. Practice will help you develop this skill. Periodically, case briefs will be collected for purposes of feedback. At any time, you may submit your case brief(s) for feedback. BUL 4310 Assignment 1: Case Notes IRAC Analysis HABITAT II CONDOMINIUM, INC., a Florida not-for-profit corporation, Appellant, v. Derrick KERR, an individual, and Beverly J. Amie, an individual, Appellees. Facts: About May 14, 2004, defendant Beverly Amie transferred her condominium unit to defendant Derrick Kerr, without providing the Association with the proposed Contract of Sale as established in the Article 15 of the Condominium Declaration. The Association’s complaint sought an injunction requiring Kerr to transfer the property to the Association in the same terms and conditions of his purchase or, as alternative, the Association requested the court to void the transfer of the property and the require Beverly Amie to offer the property to the Association on those same terms and the complaint also sought the amount of $ 35 000. Procedural History: The Association’s complaint sought an injunction requiring Kerr to transfer the property to the Association in the same terms and conditions of his purchase or, as alternative, the Association requested the court to void the transfer of the property and the require Beverly Amie to offer the property to the Association on those same terms and the complaint also sought the amount of $ 35 000. Defendant Kerr moved to dismiss the action for failure to comply with the arbitration provision of section 718.1255(4), Florida Statutes (2005). The Association filed a written response claiming that this action involved an issue of “title” to the condominium unit and, hence, was not arbitrable under the arbitration statute. The granting of a motion to dismiss is reviewed do novo. In considering a motion to dismiss for failure to state a cause of action, the court is limited to the four corners of the complaint, the allegations of which must be taken as true, defeating defendants’ main argument that notice of the sale was given to the Association in accordance with the Declaration. The Court dismissed the action and the Association appealed to the Fourth District Court of Appeal Issue: The main issue in this appeal is whether this case involves a dispute subject to arbitration pursuant to Florida Statute Section 718.1255. Rule: The Association cites several arbitration decisions holding that where the Association seeks to void the transfer of a unit to a new owner, the disagreement primarily involves title to the unit, thus making the case non-arbitrable. In Florida Statute § 718.1255(1), Fla. Stat. (2005) is stated that “Dispute” does not include any disagreement that primarily involves: title to any unit or common element. Analysis: The court considered whether this case falls within the statutory exclusion that states that “Dispute” does not include any disagreement that primarily involves: title to any unit or common element… § 718.1255(1), Fla. Stat. (2005). Since the disagreement primarily involves title of the unit and this case does not involve a dispute, defendant Beverly Amie failed to comply with the requirements of the Association’s Declaration of Condominium. the matter is not subject to arbitration. Conclusion: This case does not involve a dispute, subject to arbitration. Thus the trial court improperly dismissed it and the appellate court reversed and remanded the case to the trial court for further proceedings. so the transfer of the unit was void due to the breach of the article 15 of the Association’s Declaration of Condominium. 595 So.2d 105 (1992) Matthew COHEN, Appellant, v. J. Michael HATTAWAY, etc., et al., Appellees. No. 91-1284. District Court of Appeal of Florida, Fifth District. February 7, 1992. Rehearing Denied March 16, 1992. 107*107 Mark P. Lang of Lang & Baker, Attorneys at Law, Orlando, for appellant. Stephen H. Coover of Hutchison, Mamele & Coover, Sanford, for appellees. COWART, Judge. Cohen, a shareholder of a closed corporation, sued certain directors of the corporation on behalf of the corporation and individually. The shareholder appeals from an order dismissing his fifth amended complaint with prejudice. The shareholder sued the defendant directors/officers in four counts. The shareholder alleged that he and the defendants formed the corporation for the purpose of purchasing and reselling real property. The shareholder alleged that he is a 50% shareholder of the corporation and had provided 90% of the capital funds for investment by the corporation while each of the three defendants is an officer and director of the corporation and each owns 16 2/3% of the shares of the corporation. Count I is a shareholder’s derivative action for breach of fiduciary duty, alleging that the defendant J.M. Hattaway purchased certain real property (Big Tree property) from the corporation and then transferred one-half of the property to defendant J.R. Hattaway. The count continues that the defendant directors/officers then developed and resold the property at a profit and kept the profit for themselves and that the third defendant director/officer, Zabel, actively participated in these activities or knew about them but did nothing to protect the corporation’s interests. The shareholder alleged that the development and resale of the former corporate property was a significant bona fide corporate opportunity and that the defendants’ activities constituted a breach of their fiduciary duties to the corporation. Count II was styled as another shareholder’s derivative action for breach of fiduciary duty and alleged that J.M. Hattaway took $31,000 of the corporation’s money (by a check cosigned by Zabel) and purchased, in his own name, a parcel of real property (Lake Cockran property). The count alleges that J.M. Hattaway resold the property at a profit and kept the proceeds of the sale for himself. The count continues that this transaction was a significant corporate opportunity and that Zabel and J.R. Hattaway actively participated in or knew about these activities but took no action to protect the corporation’s interest. The trial court construed Counts I and II as attempting to allege multiple causes of action. The court construed Count I to attempt to allege improper purchase by a director of corporate property and also usurpation of a corporate opportunity. The court construed Count II to attempt to allege conversion as well as usurpation of a corporate opportunity. The trial court found that the allegation of improper purchase in Count I was defective because “it does not allege the transaction was not fair specifically with regard to the purchase price paid.” Corporate directors and officers owe a fiduciary obligation to the corporation and its shareholders and must act in good faith and in the best interest of the corporation. Tillis v. United Parts, Inc., 395 So.2d 618 (Fla. 5th DCA 1981). These fiduciary obligors cannot, either directly or indirectly, in their dealings on behalf of the fiduciary beneficiary with others, or in any other transaction in which they are under a duty to guard the interests of the fiduciary beneficiary, make any profit or acquire any other personal benefit or advantage, not also enjoyed by the fiduciary beneficiary, and if they do, they may be compelled to account to the beneficiary in an appropriate action. Seestedt v. Southern Laundry, Inc., 149 Fla. 402, 5 So.2d 859 (1942). See Tinwood, N.V. v. Sun Banks, Inc., 570 So.2d 955 (Fla. 5th DCA 1990). A fiduciary obligor is 108*108 not precluded from contracting with his beneficiary. A purchase, by a fiduciary obligor of property belonging to the fiduciary beneficiary is not void but rather is voidable at the option of the fiduciary beneficiary, with the burden of showing the validity of such a contract and the fairness and honesty of such a transaction being on the fiduciary obligor. Orlando Orange Groves Co. v. Hale, 107 Fla. 304, 144 So. 674 (1932); Chipola Valley Realty Co. v. Griffin, 94 Fla. 1151, 115 So. 541 (1927); Corr v. Leisey, 138 So.2d 795 (Fla. 2d DCA 1962). Under these principles, Count I sufficiently alleges breach of fiduciary duties against the fiduciary obligor J.M. Hattaway by self-dealing. The fairness of the transaction is a defense to the claim of self-dealing. Count II adequately states a cause of action for conversion by alleging that J.M. Hattaway took money belonging to the corporation, bought certain real property with this money, titled the property in his own name, never returned the money to the corporation, sold the property and kept the proceeds of the sale for himself. Counts I and II further sought to allege breach of corporate opportunities. The trial court concluded that in order for a corporate opportunity to be found, there “must be an existing right in the subject property or a [sic] expectancy arising out of an existing right in the property or the property must be essential to the corporate existence.” The shareholder argues that the court misapprehended the concept of corporate opportunity and erroneously concluded that Counts I and II contained insufficient allegations that a corporate opportunity had been appropriated. If a fiduciary obligor acquires “in opposition to the corporation, property in which the corporation has an interest or tangible expectancy or which is essential to its existence” he violates the doctrine of corporate opportunity. Farber v. Servan Land Co., Inc., 662 F.2d 371 (5th Cir.1981) (Florida law). Florida recognizes the concept of appropriation of a corporate opportunity. News-Journal Corporation v. Gore, 147 Fla. 217, 2 So.2d 741 (1941); Pan American Trading & Trapping, Inc. v. Crown Paint, Inc., 99 So.2d 705 (Fla. 1957). In Farber v. Servan Land Co., Inc., the Fifth Circuit explained: Florida has long recognized the doctrine of corporate opportunity, [citations omitted] and has described a corporate opportunity as a business opportunity in which the corporation has an interest for a “valid and significant corporate purpose.” Pan American Trading & Trapping v. Crown Paint, Inc., 99 So.2d 705, 706 (Fla. 1957). See Corr v. Leisey, 138 So.2d 795, 799 (Fla.App. 1962). The opportunity need not be “of the utmost importance to the welfare of the corporation,” Pan American, 99 So.2d at 706, to be protected from preemption by the corporation’s directors and officers. As we elaborated in the first appeal of this case, however, the opportunity must “fit into the present activities of the corporation or fit into an established corporate policy which the acquisition of the opportunity would forward.” Farber [v. Servan Land Co., Inc.], 541 F.2d 1086 at 1088 [5th Cir.1986]. In footnote 6, the court explained: “`Whether in any case an officer of a corporation is in duty bound to purchase property for the corporation, or to refrain from purchasing property for himself, depends upon whether the corporation has an interest, actual or in expectancy, in the property, or whether the purchase of the property by the officer or director may hinder or defeat the plans and purposes of the corporation in the carrying on or development of the legitimate business for which it was created.'” 3 Fletcher, § 861.1 at 234. Thus, in order to show a corporate opportunity, a pleader must allege: (1) the existence of a business opportunity, (2) which fits into the present activities of the corporation or into an established corporate policy which acquisition of the opportunity would forward. Contrary to the trial court’s conclusions, the corporation need 109*109 not have an existing right in the business opportunity (property) and the opportunity need not be “of the utmost importance to the welfare of the corporation,” Pan American v. Crown Paint, 99 So.2d at 706, in order for a corporate opportunity to be found. Count I alleges that the corporation had been formed for the purpose of “purchasing and reselling real property” and that J.M. Hattaway purchased the Big Tree property from the corporation and proceeded with J.R. Hattaway to develop said property and resell it at a profit. Count I alleges that the development and resale of the property was a significant bona fide corporate opportunity within the proper course and scope of the Corporation’s business and fit into established corporate policy which the opportunity would forward[,] but Count I never alleges that development of real property was a present activity of the corporation and thus fit into an established corporate policy. While a fiduciary obligor is precluded from appropriating for himself a business opportunity that belongs to the fiduciary beneficiary, Pan American v. Crown Paint, a fiduciary obligor is not precluded from entering into and engaging in another business enterprise similar to but separate from the fiduciary beneficiary if he is in good faith and refrains from interference with the business of the beneficiary. Renpak, Inc. v. Oppenheimer, 104 So.2d 642 (Fla. 2d DCA 1958). While Count I sufficiently alleges self-dealing in that J.M. Hattaway purchased property from a corporation in which he was a director/officer, it does not adequately allege that the defendants, by developing and then reselling the property, appropriated a corporate opportunity. In contrast, Count II alleges that J.M. Hattaway bought the Lake Cockran property with corporate funds, placed title in his own name and then resold the property at a profit, retaining the proceeds of the sale for himself. These allegations sufficiently allege the existence of a business opportunity which fit into the present activities of the corporation. The allegations against J.R. Hattaway and Zabel however, which merely are that they actively participated in or knew about the activities, do not allege any facts showing that they themselves appropriated a corporate opportunity. In summary, Count I adequately alleges a cause of action for breach of fiduciary duties by self-dealing against J.M. Hattaway. Count II adequately alleges causes of action for conversion and for breach of fiduciary duties against J.M. Hattaway by appropriation of a corporate opportunity. The trial court’s order dismissing Counts I and II as to J.M. Hattaway is reversed. The remainder of the trial court’s order, which dismissed Counts III and IV, is affirmed. AFFIRMED IN PART; REVERSED IN PART; and REMANDED. HARRIS and DIAMANTIS, JJ., concur. .

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