Background:
To complete this project, you should apply the principles
presented in your textbook.
For your project, you’ll first complete some basic research
from suggested websites. Then you’ll prepare a memorandum
to your supervisor describing which form of business organization you feel would be best for your client. You’ll also make
some suggestions about what the client’s independent contractor agreement needs to contain to be legally enforceable. Your
supervisor for this project is the law partner in a small law
firm representing a new client.
Procedure:
You’re going to prepare a written memorandum to your
supervisor to assist him in preparing a presentation for a
new business client. In addition to the information provided
below, refer to the general information on business organizations and employer-independent contractor relationships in
your textbook. You’ll also need to do some Internet research.
Then write your memorandum.
Goal:
Your goal for this project is to complete a well-written memorandum to your supervisor to address two legal issues:
■ The appropriate form of business organization for your
client’s business
■ Requirements for your client’s independent contractor
agreement, to make sure it’s a legally enforceable independent contractor agreement and not viewed as an
employment agreement
Remember not to use too much legalese in your memo.
You’re writing it to your supervisor, and you would expect him
or her to have some knowledge of the subject matter. However,
you must completely explain what the law is for each type of
business organization you’re considering and the reasons you’ve
selected one type of business organization as best for your client.
The same complete explanation is required when discussing the
issue of your client’s independent contractor agreement.
Writing Guidelines:
Use the writing guidelines to prepare your answers in wellorganized paragraphs.
1. Type your submission, double-spaced, in a standard print
font, size 12. Use a standard document format with oneinch margins. (Don’t use any fancy or cursive fonts.)
2. Include the following information at the top of your submission: Name and address, student number, course title
and number, and project number.
3. Read the assignment carefully and address the issues suggested.
4. Be specific. Limit your submission to the topics raised.
5. Include a reference page that lists Web sites, journals, or
any other references used in preparing the submission.
Remember, if you use someone’s words or ideas, you must
cite them directly in your memo.
6. Proofread your work carefully. Check for correct spelling,
grammar, punctuation, and capitalization.
For this project, please use the following format for your legal
memorandum:
To:
From:
Re:
Date:
Summary of Applicable Facts:
Issues:
Law:
Analysis:
The following is a breakdown of how your project will
be graded:
Content 70%
Written Communication 25%
Format 5%
Here’s a brief explanation of each of these criteria.
Content
The student provides a clear discussion of the assigned topic or
issue; addresses the subject in complete sentences; supports
his or her opinion by citing specific information from the text,
assigned websites, and other sources; stays focused on the
assigned issues; writes in his or her own words; and uses
quotation marks to indicate direct quotations.
Written Communication
The student includes an introduction, analysis, and
conclusion supporting his or her positions; uses correct
grammar, spelling, punctuation, and sentence structure;
provides clear organization; and makes sure the paper
contains no typographical errors.
Format
The student has double-spaced and typed the paper in font
size 12, used the correct memorandum format provided in the
instructions, and includes his or her name, address, student
number, course title and number, and assignment number.
The Project
MEMORANDUM
To: Student
From: Supervisor
Re: New Client, Career Institute of America, Inc. (CIA)
Date: December 6, 20—
FACTS: We have just met a new client, the CEO of Career
Institute of America, Inc. (CIA). Although the business was
formed a year ago as a nonprofit corporation, they’re not
sure they’re happy being a nonprofit.
CIA is a classroom and online education organization that
specializes in training students in the United States auto
industry, one of this country’s largest industries. Their
founder, who also serves as the CEO of CIA, would like to
retain most of the ownership and control of the company,
since it is really his enterprise. He also has some concerns
about the independent contractor agreement their instructors
must sign when they agree to work for the company. He
wants to be sure they’re not construed as employees of the
company and are viewed as true independent contractors.
Note that most of the company’s income is from online training
courses. You should also know that they received a U.S.
Department of Labor retraining grant for the instruction they’re
currently providing and that this type of grant is awarded only
to nonprofit educational organizations. Even though CIA was
able to obtain this grant as a nonprofit institution, they realize
it was a one-time grant. They must make their income from
tuition for online courses and in the two small classrooms in
which they teach traditional courses. This is why they’re not
necessarily opposed to changing their form of business from a
nonprofit organization to a for-profit business.
You should further know that the employment contract they
provide to their instructors looks as if it was designed by an
amateur and may not comply with the legal requirements
for a valid independent contractor agreement.
RESEARCH ASSIGNMENT: Research two areas of law and
prepare a memorandum addressing each area, so the client
can be properly advised how to proceed. First, determine the
limitations of a nonprofit corporation in the state of
Delaware, the state in which CIA was formed and is doing
business. You should also review the law for nonprofit and
for-profit corporations, as well as limited liability companies,
to determine the best form of business for the client.
Consult the listing of Delaware statutes on the Delaware state
website at http://www.corp.delaware.gov/DElaw.shtml to
assist you in your research.
For more general information concerning nonprofit corporations, for-profit corporations, and limited liability companies,
the following are additional websites that can assist you:
http://www.law.cornell.edu
http://www.freeadvice.com
http://www.findlaw.com
http://www.nolo.com/legal-encyclopedia
http://www.hg.org
Combine this information with what you know about business organizations and what the client wants, so you can
recommend the best form of business organization for CIA
at this time.
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