Bill ‘n Deb’s Potato Chips Incorporated has successfully concluded negotiations with Hader Properties on the specific matter addressed in Question 33 Bill ‘n Deb’s Potato Chips Incorporated is a privately held Idaho corporation, and strictly conducts its business to be as secretive as possible. In order to remain to its core business principles, Bill ‘n Deb’s Potato Chips Incorporated insists that Hader Properties include a _____________________  clause regarding reported amounts and disclosed documents. Hader Properties agreed, Bill ‘n Deb’s Potato Chips Incorporated took occupancy, and ended up being one of Haden Properties’ “gilt-edged” tenants. So much so that Bill ‘n Deb’s Potato Chips Incorporated parlayed its business and success with Hader Properties into an international enterprise, became a franchise operation, and eventually “went public”. Assume no additional facts. (Select one answer only.)

Darryl Loggins is interested in Hall Package Transportation Services, Inc.’s franchising and operating/marketing programs. Darryl Loggins has many years of direct experience as a services-provider franchisee, and owns and operates units with nine different franchisors. Darryl Loggins customarily uses Kenny General Contractors to build his local offices, store-fronts, and warehouse/maintenance shops. Darryl Loggins travels to Panama Beach meet with Hall Package’s franchising executives, and brings his business and tax lawyers to that meeting. The meeting is quite intense and lasts for a full business week, but when it concludes, Darryl Loggins has entered into a  _____________________  Agreement with Hall Package Transportation Services, Inc. to subfranchise stores in five east coast states. Darryl Loggins’s pro forma (which is based on substantiated data) shows his Hall Package Transportation Services, Inc.-related operation becoming profitable in only three years. (Select one answer only.)

Jerry Bright does business as the Grey House Center, a “B” level retail strip center in Martin, Florida. Mr. Bright previously borrowed $500,000 from Zadegan & Co. Commercial Lenders to finance 65% of his purchase. The mortgage from Zadegan & Co. Commercial Lenders to Jerry Bright contains a standard due-on-sale clause. While the mortgage is in-place Jerry Bright enters into a purchase and sale agreement with Necar Carlton Partners, an Ohio general partnership. Following the contractual due diligence period, Necar Carlton Partners has decided to move forward to closing. Jerry Bright’s and Necar Carlton Partners’ attorneys drafted the closing documents, and obtained Zadegan & Co. Commercial Lenders’ wiring instructions. Based on just the information presented (and nothing else), as soon as Jerry Bright’s attorney began reviewing the closing documents packages, Jerry Bright violated the _____________________ clause of Zadegan & Co. Commercial Lenders’ loan documents. (Select one answer only.)

Which of the following sources of law would take priority over an administrative regulation in the event of a conflict?

Brooke is on the Board of Directors of Crystal Corporation.  She signs a contract on behalf of Crystal Corp. to purchase $2M of products.  The corporation decides to breach the contract, as it doesn’t want to be out $2M.  Brooke will be personally liable for the value of this contract.

Breitmayer’s Retail Centers, LLC, a New Mexico limited liability company, has instructed its lawyers to include a binding provision in its form retail letters of intent. Breitmayer’s Retail Centers, LLC cannot do this.

Marge-7 Lending Partners has given a $7 million secured construction loan to Roger Middleton. Mr. Middleton bought raw land and then developed a BOMA “A” multi-structure shopping center, including a movie theater and skating rink facility, on the property. When the construction is finished, and Marge-7 Lending Partners is preparing to issue the close-out draw to Mr. Middleton, it ordered a(n) _____________________ survey: (Select one answer only.)

Meredith is ecstatic. She has just had a fantastic interview at Diamond Luxe, New York City’s finest luxury hotel.  Moments after her interview, a representative from HR hands Meredith a non-competition agreement to sign.  She tells Meredith that the job is hers as long as she signs the agreement.  The agreement states as follows: “Employee agrees that if and when her employment terminates, regardless of the reason, Employee will not become employed by any other hotel in New York.  Employee recognizes the importance of this limitation, as she will learn best practices and competitive secrets while employed by Diamond Luxe.”  If Meredith were to challenge this non-competition agreement in court, would she prevail?

Peter hires Paul and Erin to work for him in his architectural design firm.  Paul and Erin become fast friends and over lunch one day, they discover a shared interest in cooking.  They bemoan the fact that they haven’t yet found the perfect gazpacho recipe, and decide to collaborate to figure one out.  After weeks of daily work together, both in the office and out, Paul and Erin create their perfect recipe. They decide to keep it a secret.  Their recipe constitutes a trade secret and it belongs to Peter because Paul and Erin are his employees and collaborated on the recipe during business hours and while working for Peter.

Sam is Marla’s employee.  Sam enters into a contract with Parker on Marla’s behalf, promising Parker that Marla will pay Parker $2,000,000 if Parker will take Marla out for lunch every weekend for one month.  Sam assures Parker that he is authorized to make such a deal.  Marla, however, has never authorized Sam to make a contract on her behalf.  Both Sam and Marla will be liable for this contract.