Question Details

Support your responses with appropriate cases, laws, and other relevant 
examples.
Legal Problem 1: Edwards, Daily, Miller, and 
Conner were partners in an accounting firm in Los Angeles. Edwards, who was in 
poor health and wanted to retire, advised the partners that she had assigned her 
full and complete interest in the partnership to her son, Barry, a highly 
qualified person with 10 years of accounting experience. Daily, Miller, and 
Conner refused to allow Barry to attend management meetings and refused his 
request to inspect the books. Barry pointed out that his mother had invested as 
much time in the firm as any other partner. He believed, as assignee of his 
mother- full and complete partnership interest, that he is entitled to inspect 
the books as he sees fit and participate fully in the management of the firm.
 
Is Barry entitled to participate in the management of the 
partnership? Why? Why not?
 
What are Barry- rights?
 
Legal Problem 2: Larry was one of the three 
partners of Ellen Distribution, an Arizona partnership. Capital Investment Corp. 
sued the partnership and obtained a judgment of $2,500,000 against it, but the 
partnership could not pay the judgment. Capital then sued Larry for the entire 
debt on the theory that, as a partner of Ellen, he was liable for its debts.
 
What, if any, is Larry- liability?
 
Legal Problem 3: Arizona Specialties Inc. 
(Specialties) approved a plan to merge with its subsidiary, Desert Diamonds Inc. 
The merger plan provided that certain Specialties’ shareholders would receive 
$3.50 per share. The highest independent appraisal of the stock was $4.00 per 
share. Clem, a shareholder, claimed that the fair value was $16.50 per share. 
Specialties offered to make its corporate books and records available to Clem to 
assess the validity of his $16.50 demand. This offer was declined. Clem did not 
attempt to base the $16.50 demand on any recognizable method of stock valuation. 
Clem contended he had a right to get the asking price.
 Could Clem have blocked the merger until Specialties paid him 
$16.50 per share? Why or why not?
 What are Clem- rights?