LGST 325 Background and Introduction 1-12
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University of Maryland Global Campus (UMGC) *
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315
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Law
Date
Feb 20, 2024
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Uploaded by AgentOtterMaster745
LGST 325: Background and Introduction
Background:
Throughout this course, you will play an active role in one of two law firms. The first law firm, Piazza & Grace (‘P&G’), is a boutique firm specializing in plaintiffs’ civil litigation located in Bethesda, Maryland. You will be acting as a legal assistant at P&G, assisting with law firm clients
and projects throughout the course. The second law firm, The Legal Defense Team (‘TLDT’) is a boutique law firm specializing in representing defendants in civil litigation matters. This firm is located in Rockville, MD. Both firms handle cases arising out of contract claims, personal injury, and other private rights cases. In general, they do not handle criminal matters. The outcomes in their cases are typically some form of money damages, including actual damages, consequential damages, nominal damages, and under the right circumstances, punitive damages. In contract cases, their clients may seek restitution and/or recission of the contract. The cases typically allege some form of breach of contract, fraud in the inducement, or negligent misrepresentation. Initiating a new civil action on behalf of a client requires extensive preparation, research, and analysis. These tasks are often delegated to staff assistants like yourself.
In this course, you will be assigned to either P&G to represent a plaintiff or to TLDT to represent
a defendant. During our Discussions, you will have the opportunity to review and reply to the assignments of opposing counsel. The hallmark of a good trial attorney is the ability to perform critical thinking. This requires you to be able to anticipate how the other side will prepare and approach the case from their perspective. The goal here is for you to advance your critical thinking skills.
Your work will concentrate on five categories of litigation principles that are present in most civil litigation cases. These legal principles are:
(1) determining proper jurisdiction and venue, (2) case law and statutory law research and drafting of memorandums, (3) drafting pleadings and motions, 4) drafting discovery documents, and (5) settlement, trial preparation, and trial process. As a legal assistant for your firm, you also will be involved in professional training and development seminars and conferences for the firm. This is designed to provide an additional perspective of the litigation from the opposing side.
Your primary assignments as a legal assistant will focus on a breach of contract case involving Tom and Maureen Mulvaney. The Mulvaneys own an independent “mom & pop” ice cream store, ‘Sweet Licks & Bites’ (SL&B) in Rockville Maryland. They sold the store to Leonard Jones Page 1
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in January 2021. That sales contract is now the focus of a dispute. The Mulvaneys have sought the legal services of TLDT, and Mr. Jones has sought the legal services of P&K. Both parties have
retained their respective counsel to represent them in a potential breach of contract case arising out of the sale of the store. Assisting with this Breach of Contract case will require you to conduct interviews, properly investigate, research case and statutory law, and file appropriate pleadings based upon the party you represent. In addition, you will be involved with discovery, settlement negotiations, and, if necessary, trial.
Facts and Background of the Breach of Contract (BOC) case:
The Mulvaneys purchased the SL&B Ice Cream store in May of 2014. They have operated the store successfully since that time. The store is located in a busy shopping center on Rockville Pike (Montgomery County, Maryland) which also houses a 10-screen movie theatre and a bowling alley. Tom Mulvaney also has a full-time job as a mail carrier. Maureen Mulvaney focuses her attention on the operation of Sweet Licks & Bites. The Mulvaneys originally purchased the store for $250,000 which included all of the furniture, fixtures, equipment, the name, & an assignment of the real estate lease. They obtained a loan of $200,000 at 3.5% amortized over 10 years with monthly payments of $1,978. As of November 2020, when they decided to put the store on the market for sale, they still owed $79,816 on the loan principle. In the six years since 2014, the Mulvaneys had seen a steady increase in their sales by increasing their hours of operations and adding additional offerings on their menu. They advertised SL&B in local papers and engaged a business broker, Steven Singer to help them sell their business. They agreed to pay Mr. Singer 10% of the gross sales price for the successful sale of the business. All parties offered the business for sale at the price of $475,000.
In December 2020, Mr. Jones was looking for a business opportunity. He was referred to Mr. Singer. After reviewing several businesses with Mr. Singer, Jones indicated his interest in SL&B. On December 15, 2020, Mr. Singer introduced Leonard Jones to the Mulvaneys. At the time Tom Mulvaney explained that because of the cash nature of the business, he maintained two ledgers for sales in the business. The first ledger included all of the sales of the business, including cash receipts. This ledger was maintained so that the Mulvaneys could actually track their sales. The second ledger only contained credit card receipts and some minimal cash receipts. This is the ledger that the Mulvaneys shared with their accountants and used in preparing their taxes. The Mulvaneys insisted that Leonard Jones use the first ledger as the basis for their offer on the business. Leonard reviewed all the available materials with Mr. Singer. He then prepared an offer to buy the business for $400,000. He would put a deposit down of $80,000, take over the existing loan, and the remainder of the purchase price would be
held by the Mulvaneys as a note and purchase money chattel mortgage on the business in the amount of approximately $240,000 at 4% over 10 years. The Mulvaneys accepted the offer. As a part of the contract, the Mulvaneys agreed to work with the Jones for 6 weeks post-closing. Both parties were represented by counsel at the closing. Mr. Jones, only showed on the ledger Page 2
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with all of the receipts to the attorney representing him at closing. The sale was finalized at SL&B in Rockville, Maryland on February 1, 2021. The store is located in Rockville Maryland which is in Montgomery County. Maryland, Leonard Jones lives in Annapolis Maryland which is in Anne Arundel County Maryland. The Mulvaneys live in Fairfax Virginia, which is located in Fairfax County Virginia.
The contract contained Seller and Buyer Warranties.
Seller Warranties:
1)
The Seller has provided all of the records to the Buyer necessary for the Buyer to make an informed choice on the purchase of the business. 2)
The Business is organized and duly incorporated under the laws of the state of Maryland.
3)
Seller has the authority to sell the business
4)
Seller has prepared accurately and timely filed all tax returns on behalf of the business.
5)
Seller has provided Buyer with accurate payroll records of the business.
6)
There has been no act or omission by the Seller which would give rise to a claim of any kind.
7)
The Seller will not compete in a similar business to that being sold with the Buyer for a period of three years within the Washington, Maryland, Virginia area.
Buyer Warranties
1)
The Buyer has the financial resources to complete the transaction.
2)
The Buyer is satisfied with the documents presented and the representations made by the Seller with regard to the business.
3)
Buyer acknowledges that they are experienced business operators and have a complete understanding of the operation of the SL&B.
The Buyers and Sellers closed on the sale of SL&B on February 1, 2021. By July 2021, Leonard Jones realized that not only wasn’t he making the amount of money claimed under Ledger 1, he wasn’t even making the amount of money claimed in ledger 2. At this time, Mr.
Jones decided to stop making payments to the Mulvaneys on the purchase money chattel mortgage. Leonard Jones contacted P&G in September 2021 after they attempted to resolve the matter directly with the Mulvaneys. The Mulvaneys contacted the TLDT in September 2021 when they realized there was an issue and that the Mulvaneys were seeking legal counsel.
Additional facts may be provided for separate Discussions and assignments. Page 3
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