BADM 403 iMSA
Individual Written Assignment 4
Assignment:
Read the following scenario and write 2-3 pages analyzing the legal issues. In your analysis, you should be sure to answer the questions posed and give thorough justification for your answers. If any facts are ambiguous or if any legal determinations could possibly have different outcomes under these facts, be sure to note those and analyze all possibilities.
Scenario:
The Avengers Corporation is a startup company owned by Tony Stark, Steve Rogers, Bruce Banner, Thor Odinson, and several other minority shareholders. In order to finance its crime-fighting business, The Avengers take out a loan from a bank. Before lending the money, the bank requires a co-signer and some collateral, since The Avengers’ revenue-generating abilities are uncertain. Tony Stark signs the loan as a guarantor, and The Avengers pledge Iron Man’s suit and Captain America’s shield as collateral for the loan. The bank makes the company sign a valid security agreement but does not file a financing statement with the secretary of state.
After receiving the bank loan, The Avengers still need more capital, so Tony Stark agrees to loan the company more money in exchange for a security interest in Captain America’s shield. Tony files a UCC-1 financing statement with the secretary of state evidencing this security interest.
After failing to prevent the destruction of large swaths of New York City, Sokovia, and Wakanda, The Avengers’ revenue streams dry up and they are pressed for cash. Eventually, the company defaults on the bank loan and the loan from Tony. The bank immediately sues Tony for the outstanding amount of its loan.
Unable to pay its debts, The Avengers Corporation realizes that bankruptcy is near and quickly transfers title to Thor’s hammer, Mjolnir, to Peter Parker, who promises to transfer title back to The Avengers after its debts are discharged in bankruptcy. The company then files a chapter 7 bankruptcy petition.
Questions:
1. Who should get Captain America’s shield?
2. At the time the bank filed the lawsuit against Tony Stark, did the bank have the right to collect the unpaid balance of the loan from Stark?
3. If, during the bankruptcy, the bank, Tony Stark, the Trustee, and Peter Parker all argue that the court should give them Thor’s hammer, who should win that argument? What is the fate of the hammer?
4. What is the most likely fate of The Avengers Corporation after it receives a discharge under chapter 7?
Rubric:
This rubric is a set of criteria used to assess your submission.
The following 2 criteria will be applied:
1. Issue spotting – how well are you able to identify the legal issues presented by the scenario?
a. Exemplary: You have spotted all of the legal issues raised by the scenario and possibly even some in addition to what was intended by the instructor
b. Commendable: You have successfully identified all of the most important legal issues, but possibly missed one or two minor points.
c. Sufficient: You have discussed most of the most important legal issues arising in the case but have missed at least one significant issue.
d. Minimal: You have noted some of the important legal issues but have neglected to discuss a majority of the crucial points.
e. Insufficient: You have failed to identify any of the important legal issues presented in the scenario.
2. Application of relevant law – once you have spotted a legal issue in the scenario, how well are you able to apply the law to the facts and reach the correct conclusion?
a. Exemplary: For each legal issue you discuss, you correctly determine how the law applies to the issue. Additionally, you consider alternative facts or outcomes, and identify how the law would handle various interpretations of ambiguous facts or terms.
b. Commendable: For each legal issue you identify, you correctly state the applicable law and conclusion, but do not consider alternative outcomes or ambiguous facts/terms.
c. Sufficient: For most legal issues you raise, you correctly apply the law to the facts, but one or more conclusions is inaccurate and there is no discussion of alternatives.
d. Minimal: For most legal issues you identify, you incorrectly apply the law to the facts and reach a conclusion that is not in line with applicable law. Further, there is no discussion of alternatives.
e. Insufficient: You fail to correctly apply the law to any of the legal issues you discuss, and consistently reach the wrong conclusions.
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Legal Analysis of The Avengers Corporation’s Financial Issues
Introduction:
In this legal analysis, we will delve into the complex financial situation of The Avengers Corporation, a startup company owned by Tony Stark, Steve Rogers, Bruce Banner, Thor Odinson, and several other minority shareholders. The company took out a bank loan with Tony Stark as a guarantor and pledged Iron Man’s suit and Captain America’s shield as collateral. Additionally, Tony Stark provided the company with a separate loan in exchange for a security interest in Captain America’s shield. However, financial difficulties arose, leading to defaults on both loans, and eventually, the company filed for bankruptcy. We will explore the legal issues surrounding Captain America’s shield, the bank’s right to collect from Tony Stark, the fate of Thor’s hammer, Mjolnir, and the most likely outcome for The Avengers Corporation after receiving a discharge under Chapter 7.
Issue 1: Ownership of Captain America’s Shield
The first issue pertains to who should rightfully possess Captain America’s shield. As collateral for the bank loan, The Avengers pledged the shield, and Tony Stark also provided a separate loan with a security interest in the same asset. Both agreements involved the shield, making it a crucial point of contention.
Application of Relevant Law:
To determine ownership, we must consider the priority of interests in the shield. According to the Uniform Commercial Code (UCC), the first party to file a financing statement with the secretary of state gains priority over other creditors. Since the bank did not file a financing statement, Tony Stark’s UCC-1 financing statement takes precedence, granting him priority over the shield.
Conclusion:
Therefore, Tony Stark should rightfully receive ownership of Captain America’s shield.
Issue 2: The Bank’s Right to Collect from Tony Stark
The second issue revolves around the bank’s right to collect the outstanding loan balance from Tony Stark after the company’s default.
Application of Relevant Law:
As a guarantor, Tony Stark is legally responsible for the bank loan if The Avengers Corporation fails to repay. Guarantors can be held liable for the entire debt amount in such cases.
Conclusion:
At the time the bank filed the lawsuit against Tony Stark, it had the right to collect the unpaid balance of the loan from him.
Issue 3: Fate of Thor’s Hammer, Mjolnir
The third issue involves the fate of Thor’s hammer, Mjolnir, during the bankruptcy proceedings when multiple parties stake a claim to it.
Application of Relevant Law:
During bankruptcy, assets are subject to distribution among creditors according to the bankruptcy laws. However, The Avengers Corporation’s transfer of Mjolnir to Peter Parker before bankruptcy raises questions of fraudulent conveyance.
According to bankruptcy law, a transfer can be deemed fraudulent if it is made to hinder, delay, or defraud creditors. The court may reverse such transfers and include the asset in the bankruptcy estate.
Conclusion:
If the court determines that the transfer of Mjolnir to Peter Parker was fraudulent, the hammer will be included in The Avengers Corporation’s bankruptcy estate and distributed among the creditors.
Issue 4: Fate of The Avengers Corporation after Chapter 7 Discharge
The final issue pertains to the probable fate of The Avengers Corporation after receiving a discharge under Chapter 7 bankruptcy.
Application of Relevant Law:
Under Chapter 7 bankruptcy, the company’s non-exempt assets are liquidated, and the proceeds are distributed among creditors to the extent possible. Once the debts are discharged, the company’s obligations are extinguished, but the entity may cease to exist.
Conclusion:
After receiving a discharge under Chapter 7 bankruptcy, The Avengers Corporation may dissolve as a business entity, and its assets will be distributed among the creditors, subject to the bankruptcy laws.
Conclusion:
In conclusion, this legal analysis has addressed the various issues faced by The Avengers Corporation regarding ownership of assets, the bank’s right to collect outstanding loans, the fate of Thor’s hammer during bankruptcy, and the company’s probable outcome after receiving a Chapter 7 discharge. It is important to recognize that legal determinations may vary based on the specific circumstances of the case. In this analysis, we have applied relevant legal principles to reach the most likely conclusions based on the information provided in the scenario.
References:
Kwall, R. R. (2019). The Uniform Commercial Code and the Modern Transaction. In Uniform Commercial Code (pp. 3-18). Routledge.
Warren, E., Westbrook, J., & Porter, K. (2018). The Law of Debtors and Creditors. Wolters Kluwer Law & Business.
Tabb, C. J., Nagle, W. J., & Hamilton, J. R. (2016). The Law of Bankruptcy. West Academic Publishing.
Baird, D. G., & Casey, A. J. (2017). Bankruptcy Law. West Academic Publishing.
