Confirm favorite deletion?
Corporations Keyed to Rhee
Red River Wings, Inc. v. Hoot, Inc.
Citation:751 N.W.2d 206 (N.D. 2008)
Thomas M. Lavelle is a Fargo restauranteur who owns and manages restaurants through LTM, Ltd, a corporation whose only shareholder is Lavelle. In the mid 1990s, Lavelle learned from Arther Stern that Hooters of America was looking to expand into Canada. Hooters of America approved Lavelle as a franchisee, but as a condition for getting a first franchise in Edmonton. Because of the expenses involved, Lavelle sought advice from Louis Emerson, a retired securities broker, who suggested a limited partnership as the best entity to finance and organize the venture. The attorney prepared a private placement memorandum for Canadian Wings Investment Limited Partnership and Lavelle formed Red River Wings, Inc. to serve as the general partner. After executing the action disposing of Red River Wings as the general partner, Stern traveled to Edmonton to physically take control of the Canadian Wings restaurant. At the same time, Emerson and Swede Stelzer, the sole officer, director, and shareholder of Hoot and an employee of Kesselring and Leno, traveled to take over the Manitoba Wings restaurant. Texas Wings performed poorly as the manager of Edmonton and Winnipeg Hooters restaurants. After Hoot became the general partner, the limited partners did not receive distributions from Canadian Wings and the limited partners received no distributions from Winnipeg Wings. The majority partners eventually sued Lavelle, Red River Wings, and other plaintiffs.
Only StudyBuddy Pro offers the complete Case Brief Anatomy*
Access the most important case brief elements for optimal case understanding.
*Case Brief Anatomy includes: Brief Prologue, Complete Case Brief, Brief Epilogue
- 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.
Case Doctrines, Acts, Statutes, Amendments and Treatises:Identifies and Defines Legal Authority used in this case.
- 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.
Issue(s):Lists the Questions of Law that are raised by the Facts of the case.
Holding:Shares the Court's answer to the legal questions raised in the issue.
Concurring / Dissenting Opinions:Includes valuable concurring or dissenting opinions and their key points.
Reasoning and Analysis:Identifies the chain of argument(s) which led the judges to rule as they did.