Corporations Keyed to Klein
Ringling Bros.-Barnum & Bailey Combined Shows v. Ringling
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- The Brief Prologue provides necessary case brief introductory information and includes:
- Topic: Identifies the topic of law and where this case fits within your course outline.
- Parties: Identifies the cast of characters involved in the case.
- Procedural Posture & History: Shares the case history with how lower courts have ruled on the matter.
- Case Key Terms, Acts, Doctrines, etc.: A case specific Legal Term Dictionary.
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- The Case Brief is the complete case summarized and authored in the traditional Law School I.R.A.C. format. The Pro case brief includes:
- Brief Facts: A Synopsis of the Facts of the case.
- Rule of Law: Identifies the Legal Principle the Court used in deciding the case.
- Facts: What are the factual circumstances that gave rise to the civil or criminal case? What is the relationship of the Parties that are involved in the case. Review the Facts of this case here:
Plaintiff and Haley each owned 315 out of 1000 shares of Defendant company, Ringling Brothers-Barnum & Bailey Combined Shows, with the remaining 370 shares owned by another defendant, John Ringling North. The company’s board was comprised of seven members, and if each shareholder voted independently the most likely outcome would be for each shareholder electing two board members with North selecting the extra member. However, in 1941 Plaintiff and Healey contracted to pool their votes, wherein each selected two members and then used their remaining votes to select a fifth member of their choosing. The contract called for an arbitrator, Karl Loos, to resolve any disputes. The contract was terminated a year later with the parties still bound by the arbitrator provision that called for Loos to help decide how to vote. In 1946, Haley could not attend the meeting and sent her husband in her place, and instead of following Loos’ advice he chose to move for adjournment. Plainti ff and Defendant voted their shares, and Plaintiff brought this action to force Healey to vote according to Loos’ decision. Healey argued that the agreement between her and Plaintiff was invalid as it took the voting power away from the shareholders and gave it to a third party (Loos).
- Issue(s): Lists the Questions of Law that are raised by the Facts of the case.
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- Reasoning and Analysis: Identifies the chain of argument(s) which led the judges to rule as they did.