Author Question: To reduce possible conflicts of interest, the Investment Company Act requires that boards of ... (Read 38 times)

Cooldude101 · **on:** Jun 24, 2018

To reduce possible conflicts of interest, the Investment Company Act requires that boards of directors:
a. be composed entirely of outsiders
b. be composed of at least 40 outsiders c. be composed of at least 20 outsiders
d. be composed entirely of corporate managers
e. hire corporate attorneys to advise them on possible issues of conflicts of interest

Question 2

Risk of Loss. Mark Olmstead sells trailers, doing business as World Cargo in St. Croix Falls, Wisconsin. In 1997, he also sold trailers from a site in Elk River, Minnesota. Gerald McKenzie ordered a custom made trailer from Olmstead and mailed him a check for 3,620. McKenzie said that he would pick up the trailer at the Elk River site. After the trailer was made, Olmstead shipped it to Elk River and kept it within a locked, fenced area. He told McKenzie that the trailer could be picked up any Tuesday or Thursday before 6:00 P.M. Over Olmstead's protest, McKenzie asked for the trailer to be left outside the fenced area. Olmstead told McKenzie that the area was not secure and that the trailer could not be locked, except to chain the tires. McKenzie insisted, however, and Olmstead complied. When McKenzie arrived to pick up the trailer, it was goneapparently stolen. McKenzie filed a suit in a Minnesota state court against Olmstead to recover the amount of the check. Who bore the risk of loss in these circumstances? Why?

stano32 · **Reply #1 on:** Jun 24, 2018

Answer to Question 1

b

Answer to Question 2

Risk of loss
The court ruled in favor of Olmstead. The court determined that the risk of loss passed to McKenzie by contrary agreement of the parties under UCC 2-509(4), finding that McKenzie instructed Olmstead to park the trailer outside the fenced area and secure the trailer with a chain, so that McKenzie could pick it up after hours. McKenzie appealed to a state intermediate appellate court, which affirmed the lower court's decision. The appellate court noted that this was not a shipment contract or a bailee situation and that thus, under UCC 2-509, the risk of loss passes to the buyer on receipt of the goods if the seller is a merchant; otherwise the risk passes to the buyer on tender of delivery subject to contrary agreement of the parties. The court acknowledged that Olmstead was a merchant, which would mean that he bore the risk of loss unless the parties agreed otherwise. A contrary agreement need not be express or written and may be implied from the parties' conduct or the circumstances of the case, but the implications should be explicit and understood by both parties. Here, the parties expressly discussed the risk of leaving the trailer outside the fenced area, and McKenzie assumed that risk by insisting that Olmstead comply with his directives. This is sufficient to support the trial court's conclusion that a contrary agreement existed that shifted the burden of risk of loss to McKenzie once Olmstead complied with that agreement by moving the trailer outside an area over which he had control.