I am requesting that Trinabrata Das (Tutor) does this assignment This is a case analysis that…

I am requesting that Trinabrata Das (Tutor) does this assignment This is a case analysis that…

I am requesting that Trinabrata Das(Tutor) does this assignmentThis is a case analysis that needs the following: Parties Involved: Identify the plaintiff and defendant. Don’t just identify the parties names. Identify their roles as plaintiffs/defendants, appellants/appellees, claimants/respondents.Facts: Summarize only those facts critical to the outcome of the case. Please limit this to the events and circumstances that led up to the initial legal proceedings in court.Procedure: Who brought the appeal? What was the outcome in the lower courts? Please limit this to what was alleged and decided in the courts and legal proceedings leading up to the case decision you are analyzing.Issue: Note the central question or questions on which the case turns This should be phrased as the primary substantive legal questions raised to the court that is issuing the case decision you are analyzing.Explain the applicable law: The law should come from the same chapter as the case (chap. 16) This should be limited to the primary laws or legal principles from the from the weeks readings that were at issue before the court, not specific factual questions or questions specific to the case.Holding: How did the court resolve the issues? Who won? Here don’t just say which party won or the courts disposition on the ruling on the lower courts ruling or the motion before it Rather, state succinctly the courts answers to the primary legal questions the issue before it.Reasoning: Explain the logic that supported the courts decision. Be sure to explain the courts identification of the legal principles and standards the court considered in reaching its holding, and then discuss the courts application of those legal principles and standards to the facts of the case.Conclusion: State your opinion as to whether the outcome of the case was proper and or as to the significance of the case in light of the weeks readings and discussions and provide answers to the case questions in the readings, in there are any.

In re KeyTronics

Supreme Court of Nebraska 744 N.W.2d 475 (2008)

In 1999, King was doing business under the name of “Washco” as a sole proprietorship engaged in selling, installing, and servicing carwash systems and accessories. King offered to his customers the “QuikPay” system, a cashless vending system for carwashes that used a memory-chip key that interacted with a controller at the carwash. A cash value can be placed on the key, or the carwash usage recorded on the key can be billed monthly. Washco purchased QuikPay systems for resale from Datakey Electronics, Inc. (Datakey), but the arrangement was becoming unprofitable for Datakey, partly because the keys for QuikPay could only be obtained from an attendant. According to Glen Jennings, president of Datakey, because most carwashes are unattended, this reliance on the presence of the carwash owner or employee was limiting the market for the product.

As QuikPay’s largest distributor, King was aware that QuikPay’s limitations made the product unattractive to many of his customers. King contacted Willson, an electronics technician and computer programmer, to see if Willson could develop a combined “key dispenser” and “revalue station” for the QuikPay system that would make the system self-service. King also asked Willson if he would design and install an interface between the QuikPay system and the carwash of one of King’s customers; designing such an interface was beyond King’s technical expertise. Willson individually designed and installed at least four specific customer interfaces that allowed King to sell the QuikPay system to those customers, but Willson was never paid for his work.

According to King, there was an oral agreement among himself, Willson, and Scott Gardeen (an employee of Datakey who was an original designer of QuikPay) to form a corporation whenever Willson developed the key dispenser-revalue station. The three parties met in the spring of 2002 to discuss a venture in which they would design and build the key dispenser-revalue station and sell it to Datakey. It was agreed that Willson would write the software and do the firmware, hardware, and any other electrical or software work; Gardeen would contribute his knowledge of the system and his contact with Datakey; and King would contribute financial resources and his experience and contacts as QuikPay’s largest distributor. Together, Willson, King, and Gardeen came up with the name “Secure Data Systems” for their business. (They also discussed the fact that the entity’s initials, “SDS,” were the initials of their first names: Scott, Don, and Scott.) By the summer, Willson had built a handheld revalue station for a meeting with Jennings. Jennings indicated that if a final, marketable key dispenser-revalue station were developed, Datakey would be interested in a business relationship with Secure Data Systems.

Willson estimated that he had put at least 2,000 hours into QuikPay sales and maintenance and development of the key dispenser-revalue station. When Willson was asked why he invested his time and expertise into QuikPay without any remuneration, he explained, “That was my contribution to the company. I mean that was my piece.” Willson contacted a law firm to draw up papers to formalize the partnership. These papers were never drafted. According to Willson, when he told King he was looking into creating a written agreement for their relationship, King “assured [him] that he was having his attorneys look at it.” King and Willson had another meeting around the end of December and agreed to end their relationship and any joint QuikPay or key dispenser-revalue station activities. Approximately two weeks after this meeting, King called Willson and offered to compensate him for the time he had spent in maintaining or repairing QuikPay. Willson refused.

Willson brought an action for winding up and an accounting, alleging formation of a partnership. King denied that they had formed a partnership. The trial court found that King and Willson had “pooled resources, money and labor,” but found that no partnership existed because there was no “specific agreement.” Alternatively, the trial court found that because King did not commit his preexisting business to any specifically formed partnership, the scope of the partnership did not encompass any activity garnering profits. Willson appealed the trial court’s order.

Justice McCormack

This case is governed by the revised Uniform Partnership Act. Section [202(a)] of the Act defines that a partnership is formed by “the association of two or more persons to carry on as co-owners a business for profit” and explains that this is true “whether or not the persons intend to form a partnership.” …

Obviously, the relationship between King and Willson is “of two or more persons.” In addition, whether the business of QuikPay maintenance, or even the development of the never-produced key dispenser-revalue station, qualifies as a business “for profit” is not in issue. It is not essential that the business for which the association was formed ever actually be carried on, let alone that it earn a profit. Without Willson’s technical assistance, King would have been unable to continue QuikPay’s viability after Datakey abandoned the product. That King could have dealt with certain issues by hiring contractors or employees is irrelevant. He chose not to do so—presumably because the promise of the key dispenser-revalue station made a partnership relationship more worthwhile—and saved himself the expense of paying for this labor.

We also find that despite King’s protestations to the contrary, the evidence shows that King and Willson shared control over QuikPay business. We note that control is “elusive because of the many gradations of control and because partners often delegate decision-making power.” … Still, Willson testified that he and King consulted with each other over what appropriate pricing would be as they picked up Datakey’s equipment and customers.

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Willson also testified that he had an agreement with King to share profits, although King denies this. Of the five indicia of co-ownership, profit sharing is possibly the most important, and the presence of profit sharing is singled out in [Section 202(c)(3)] as creating a re-buttable presumption of a partnership. However, what is essential to a partnership is not that profits actually be distributed, but, instead, that there be an interest in the profits. Willson’s testimony that they agreed to share in the profits of the business is, in light of all the evidence, simply more credible than King’s statement that compensation “was never discussed.” And even King vaguely admits that they had an understanding to share profits of the key dispenser-revalue station, if that were developed. It seems reasonable to assume that this same understanding would apply to Willson as his participation and the scope of the venture expanded to encompass all QuikPay business.

We do not find any evidence that King and Willson had an agreement for loss sharing. But we find this of little import, since purported partners, expecting profits, often do not have any explicit understanding regarding loss sharing. Likewise, although King and Willson admittedly do not own any joint property, in an informal relationship, the parties may intend co-ownership of property but fail to attend to the formalities of title. Moreover, in this case, it is unclear that there is much QuikPay “property” at all.

We conclude that the objective, as well as subjective, indicia are sufficient to prove co-ownership of the business of selling, maintaining, and developing QuikPay. Having already concluded that there was an association for the same, we conclude that Willson proved that he and King had formed a partnership for the business of selling, maintaining, and developing QuikPay.

Reversed and Remanded for Willson and QuikPay.

I am requesting that Trinabrata Das (Tutor) does this assignment This is a case analysis that…

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