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Outdoor adventure solution

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Question;4 page paper, double spaced.(All;of the facts in this part come thinly disguised from a court;decision. I do not want you to go look it up. It?s more complicated;than necessary for this exam, and the case was decided on grounds we;won?t be dealing with. It makes for a great story, though. These are;the actual e-mails.);BACKGROUNDOutdoor;adventure is big business in many areas around the world. Hikers;riders, hunters and anglers pay handsomely for guided trips to pursue;their passions. One of the prime areas for outdoor adventuring in the;United States is the Rocky Mountains. In the areas west of Aspen, guides;lead fly fishing trips hiking or riding into the mountains and float;trips down the rivers, seeking adventure and lots of trout (at $300-$600;per day). The area of the Frying Pan River and Roaring Fork River host;several very competitive shops and guide services. Anglers come from;the US and many other countries to fish, spending thousands of dollars;on trips and gear. (For some examples of what?s involved, see: http://www.youtube.com/watch?v=qrYZcapmEoc.;You?ll see how important this kind of business is to the area?s;economy. For a sense of how much money anglers spend on gear, see: http://www.orvis.com/store/shop.aspx?dir_id=758&shop_id=1446). Almost;all the businesses were started by entrepreneurs with a passion for the;outdoors. Many grew up in the mountains, fishing, hunting, hiking, and;camping. Others gave up careers in the city to follow their dreams in;the mountains.;Eagle County Outfitters;(ECO), Inc. is a successful guide service and fishing shop in Colorado;serving the Frying Pan and Roaring Fork river areas. In 2010, it;offered a full line of high-end fishing rods, reels, and flies, and;provided guides for fishing trips on the famous Frying Pan, Roaring;Fork, and Colorado rivers. Rod Caster, one of the most famous fishermen;in the area, started the business in 1983, and built it into a;successful enterprise. He owned 100% of the stock of the;corporation. He also held in his own name US Forest Service Permit;SOG93, a guide permit that allowed him to operate guided trips on the;Frying Pan and Roaring Fork Rivers through US Forest Service territory.;On December 23, 2010, Caster contracted;with Robyn Wade to sell all his stock in ECO for $150,000, to be paid;over eighteen months. In addition, the agreement contained an;employment agreement for Caster to continue working for ECO as a;consultant for ten years, at an annual salary of $36,000. The;agreement required Caster to hold the ?Outfitting Licenses absolutely;[for] the benefit of ECO, because the continued holding and availability;of these licenses is integral to the ongoing viability of ECO.? This;provision was included in the contract after Caster represented to Wade;that permits and licenses could only be held in Caster?s name and could;not be transferred to ECO.;PART ONE: Wade Jumps in with Both Feet-Litigation Follows.[1];On April 1, 2011, Caster transferred and;conveyed all ECO shares of stock to Wade. As of November 22, 2011, Wade;had paid defendant $76,671.23 and $73,328.77 remained due on the;purchase price. Wade began operating the business, and Caster worked for;Wade, helping in the transition of ownership and operations of the;business.;On;November 23, 2011, the parties? deteriorating relationship took a turn;for the worse. Caster submitted an order for trout flies to Gunnison;Wade?s husband and ECO?s vice president. Gunnison responded in an e-mail;to Caster, stating that the fly order appeared to be excessive. Caster;e-mailed a reply: "You are on your own." Without receiving a response;from Gunnison or Wade, Caster sent another e-mail later that day;providing in part;I;have been ordering flies from various manufacturers for twenty years;and I know I have a better understanding of flies than you. Look at the;facts?Flies have been our largest sales for years.;I;am not stupid! The reputation of... [ECO] has been going down since;you took over. I worked twenty years to make the shop what it was and;you have been running it into the ground. This is not just me talking;but customers who Art [a]nd I have known for years. You lost Scott Rods;are losing Sims and Action Optics. You have been selling off the;inventory that came with the shop (that I paid for) in order to keep the;doors open. The shop had the best year ever and should be paying for;itself. So much for "nothing is going to change[.]" Don?t cut off;your nose to spite your face. The reason for the increase in sales was;not of your doing, but location, location, location! I was more than;willing to be part of the team but there is not a team. It?s all you and;when you don?t listen to experience and people who are trying to help;then I don?t know what to do. I would like my name, web fishing reports;and any reference to or about me removed from... [ECO]. I want real;property as equity as insurance per our agreement. (not encumbered).;The shop has been working on my credit long enough. Use your own credit.;I don?t think you want me calling Homeland Security.;Wade;assumed that Caster had resigned from ECO, and the next day, her;attorney sent Caster a letter explaining that Wade "accepted;defendant?s "desires" that were "expressed" in his e-mails, that she was;negotiating with the bank to obtain a loan to pay the balance owed to;him, and that she was ready "to work with" his attorney "to settle all;matters of disassociation." Caster did not respond to the letter.;On December 3, Caster sent Wade the following e-mail:I;would appreciate it if you would drop my 2010 and 2011 credit card;invoices off at my mailbox or at the shop. I would also like to have my;2010 income tax information. Anything that is yours and pertains to ECO;will be delivered to you at the shop. Year being 2011. Give me a;list.;That;same day, Wade?s attorney sent a letter to defendant requesting ECO?s;2010 tax return so that Wade could secure a loan to pay the balance owed;to Caster. The letter also discussed "winding up" ECO?s affairs and;orderly disassociation." Caster did not respond to the letter.;On December 9;the parties? attorneys met and discussed "winding up" ECO?s affairs.;Caster?s attorney did not indicate that Caster wanted to continue;working for ECO.;On;the same day, Caster removed from ECO?s fly shop Permit SOG93, which;had been amended to include a second permit, the "Grizzly Permit," which;authorized guide trips on the Colorado River and had been purchased by;ECO, Inc. in 2011. He also notified the Colorado Department of Wildlife;that ECO could no longer operate under "his" permits. He also informed;ECO?s guides that he was no longer an ECO outfitter, that they could not;take float trips under his permits, and that they could not go on;United States Forest Service property because ECO no longer had the use;of "his" permits.;From;the time defendant removed the permits until May 2012, ECO had no;permits and, therefore, ECO guides could not take customers on guided;fishing trips. As a result, many of the guides resigned and ECO was;unable to replace them. In May 2012, ECO finally straightened;out a basic permit so it could begin outfitting some trips, but lost;$65,000 in fees it would have cleared for arranging guided trips. It;was September of 2012 before ECO could contract with enough guides to;conduct the trips its customers wanted, so the store lost a lot of;business over the busy summer season. Wade stopped making payments;toward the purchase price in November 2011.;PART ONE QUESTION:1. Assume;Wade approaches you in September, 2012, asking for advice. Write a;memo that analyzes the purchase gone wrong. In it, address the;following;Did Caster breach his contract or contracts with Wade?What should Wade do now? Continue not paying the remainder of the purchase price? Is it worthwhile to sue Caster? If;she does sue Caster, what should be the different bases for the;suit? What damages should she seek (both financial and non-monetary)?;In addition to your assessment of the deal, briefly outline two or;three ways she should have protected herself from this outcome in the;original purchase of the business.

 

Paper#59124 | Written in 18-Jul-2015

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