The Legal Ins and Outs of Forming a Partnership - Case Study Example

The business case study involving Jamie Clark and Joe Adamson is mainly a partnership, but due to some issues arising between the two partners, Jamie has decided to take legal claims against Joe in the court of law. In order to pass judgment in this case, the partnership agreement would be examined and discussed according to the court of law case. Issues like business law, business partnership, intellectual property, and limited liability will be investigated to further our understanding of the case.

            According to the law, business law refers to laws that usually apply to business entities like corporations and partnerships. Business partnership with Uniform Partnership Act states the following:

"Two or more people in an association in business for profit are said to be in, regardless of their intention to form a partnership” (Spadaccini par 1).

The partnership offers multiple owners simplicity and flexibility of the organization of the business. In a limited liability partnership or limited partnerships, a partnership can have a degree of liability protection.  In addition, partnerships can also be formed with a handshake or oral agreement. Therefore, misunderstandings occur, thus a written partnership agreement is needed. In the case study, during dinner they drafted the contract on the back of a menu and did not add an integration clause, making the terms of the agreement of the contract final without a signature. There are things that have taken place that need understanding, integration clause or popularly known as the merger clause is a term used in a contract to declare it complete and final agreement between parties and usually placed towards or at the end of the contract. In its original state, the integration clause states

“The agreement represents an understanding of the business and the terms of the agreement cannot be changed unless signed by the parties. Only the agreements on the integration clause would be undertaken (Elms par 2).

Viewing the integration clause, it seems that Jamie and Joe did not finalize their partnership agreement, hence making the contract invalid under the law.

            It would be difficult or impossible for the judge to reach a verdict concerning Jamie and Joe’s case because there is no partnership contract document signed as evidence showing the two are in a business. However, Jamie may take another approach to file a complaint against Joe. She could charge Joe for fraud and embezzlement of funds from their business account by using notes from the old box containing old letters and old bills for a person called Jack Johnson, a felon for fraud from New Jersey. Also, the fingerprint evidence from the Coca-Cola glass can be used to further compile her case against Joe in addition to the evidence that Joe has been selling her trademark and special design processes to clients outside of their work relationship. Since the two are not legally into a business partnership agreement, the judge will concentrate on fraud and embezzlement charges that have actual evidence, and also the fingerprint evidence from the Coca-Cola glass that has identified Joe as Jack Johnson can be used to file personal information identity theft. These charges are sufficient to keep Joe behind bars; however, the real issue is how to compensate Jamie for her loss while in a so-called partnership with Joe.

            There is one fact in the case study about the business partnership between Jamie and Joe. They both co-signed on the note for an extensive line of credit and this can be proven at the bank records. Although Joe is using a fake name, the fingerprint evidence identifies him as Jack Johnson and this can be used to justify that a fraudster called Jack Johnson committed fraud and embezzled funds from their business account. In the end, there are ways that Jaime can get a settlement for all her hard work in the business partnership. The first solution is for the judge to demand an audit to be conducted on the business to examine the true value of the business and then sell it to recover all the money. The money recovered whether loss or profit should then be shared according to their input percentage in the business which is 75 percent for Jamie, and 25 percent for Joe. However, in the case of Joe, since Jamie is filing the claim of fraud and embezzlement it is possible for Jaime to get a further percentage of Joe for compensation. The second solution for the judge is first to charge Joe with previous fraud crimes from New Jersey and then use these charges to solidify Jaime's claim of Joe’s fraud and embezzlement of funds. The outcome will ensure Jaime gets compensated for her 75 percent share in addition to fraud compensation from Joe.