Competencies

• Evaluate the different types of business entities.
• Evaluate the necessary elements of a bona fide contract.
• Interpret relevant portions of the Uniform Commercial Code.
• Outline the key aspects of real, personal, and intellectual property from a financial manager’s perspective.
• Describe the estate system, and explain how it is relevant to determining ownership of real property.
• Identify appropriate management practices that enable an enterprise to demonstrate its superior commitment to exceptional standards.

Scenario

You are an employee of T&G consulting, with extensive experience in financial management and familiarity with the hospitality industry. A group of four investors has approached your firm with tentative plans to construct three hotels on the Gulf coast of Florida, and the matter has been referred to you. While the group intends to engage legal counsel, they are interested in your keen insight and business acumen before proceeding further.

The hotels will be built one at a time, and it is expected that the entire project will take 6-8 years to complete. The group of investors/developers consists of two men and a woman, all in their 40s, and the woman’s father who is in his mid-70s.

Instructions

1. During your first meeting with the group, you learn that the woman has much more management experience than the men. In fact, she has indicated a desire to manage the development group that the four will be forming. In that capacity, she would be actively involved in day-to-day operations, while the three men function primarily as sources of capital. You are asked by the group for your recommendation as to what type of business entity they should create. What would you suggest, and why? State the advantages and disadvantages. Please fully explain your answer.

1. Also during this initial meeting, you notice that the man in his 70s does not seem particularly sharp. In fact, he appears to be confusing the planned hotel construction with a strip mall that he helped develop twenty years earlier. He is sometimes non-responsive when you ask a question, and some of his responses do not at all relate to the questions that are posed. You know that, regardless of the type of business entity that is formed, contracts will be involved, and the elderly man will be expected to be a party to at least one. Is his mental decline a concern with respect to contracts that he may be asked to sign and, if so, why? What would you recommend to the clients? Please fully explain your answer.

1. Assume the group, in whole or in part, is able to proceed with the hotel development project, and a possible site has been identified for the first hotel. You set up a conference call with the group, and they have a series of questions about how they will acquire the land (the “real property”), what they can expect to occur from the time an agreement is reached until closing, and how ownership might be structured if more than one member of the group becomes an owner of the land. Create a memo that you would send to the group after the call. What information would you provide to the group in response to their questions? Please fully explain your answer. Here is a library resource for help writing a professional memo.

1. After the closing on the land for the first hotel, the client informs you that they have arranged for the purchase of a relatively small office trailer, on wheels, that will be delivered to the site by the seller. The purchase price is $4,000. However, nothing related to this transaction has been reduced to writing. Your client wants to know if the mobile office trailer is personal or real property, whether a valid contract for the sale of goods has been formed, and what specific provision of the Uniform Commercial Code would be applicable to the issue of whether or not this agreement must be in writing to be enforceable. What would you tell the client? Please fully explain your answer.

1. A written contract related to the purchase of the office trailer is subsequently signed, and the terms of the contract reflect that the trailer will be equipped with an HVAC system. Â The contract also contains language that the terms set forth in the agreement are the complete and exclusive terms of the agreement. Â Later, when the trailer is delivered to the construction site, your client discovers that it is lacking an HVAC system. When the client calls the seller to object, the seller advises the client that the client’s administrative assistant advised, in an earlier telephone call, that HVAC would not be necessary since the people who will be using the trailer are “hardy” and “don’t need heat or air conditioning.” Â What provision of the Uniform Commercial Code relates to situations such as this, where a party tries to introduce extrinsic evidence (i.e. evidence that is outside the written contract) in connection with the sale of goods, and what impact would that UCC provision have on the outcome of this dispute? Please fully explain your answer.

1. At long last, construction of the first hotel begins. A large team of workers has been assembled, and a female steel worker is part of the group. During her first week on the job, she begins to hear sexually suggestive remarks that are clearly directed at her. The situation escalates over the next several days, with some of the men directly confronting her and asking why she’s doing “men’s work” instead of staying home or working in an office. She becomes troubled by this behavior and approaches her foreman, who tells her to “lighten up” and not take things so seriously. However, the comments continue. Moreover, her foreman repeatedly denies her overtime opportunities that are extended to the male workers, stating that she “needs to be home for her husband.” While your client does not directly employ these workers, the client has heard about these incidents and is concerned. Your client asks what issues might be involved here, and if you know of any law that might be applicable. What would you tell the client? Prepare a report outlining the issues involved, fully explaining your answer.