Agency Relationships & Corporations

Summary

This script delves into employment law, highlighting the employment-at-will doctrine and its exceptions, such as contract theory and public policy. It explores employment contracts, whistleblower protection, and workers' compensation. The script also covers agency relationships, fiduciary duties, and the differences between employees and independent contractors. Discrimination in the workplace is addressed, including Title 7 and the process of establishing a prima facie case. The video also touches on corporate structures, officer and director responsibilities, shareholder rights, and the concept of piercing the corporate veil.

Takeaways

• 📜 The employment-at-will doctrine allows employers to hire or fire employees at their discretion, with exceptions for contract theory and public policy.
• 📝 Contract theory exceptions involve signed employment contracts that govern the relationship between employer and employee.
• 🏛 Public policy exceptions protect employees from wrongful discharge, such as whistleblower statutes that shield those who report illegal activities.
• 🤕 Workers compensation laws provide coverage for on-the-job injuries, but not for injuries sustained outside of work hours.
• 🏢 Employees act as agents of their business, with varying degrees of authority and responsibility depending on their position.
• 🤝 Agency relationships are established to enable principals to conduct multiple business operations simultaneously.
• 🔗 Fiduciaries, such as corporate officers and directors, have a duty of loyalty and trust to act in the best interests of the corporation.
• 🚫 The doctrine of respondeat superior holds employers liable for the actions of their employees within the scope of their employment.
• 👷‍♂️ Independent contractors are not subject to respondeat superior liability and have a different scope of control and responsibility compared to employees.
• 🚫 Discrimination in the workplace is prohibited, with Title 7 preventing discrimination based on race, color, or national origin.
• 🏢 Corporations are artificial legal entities with rights and duties, and their officers and directors have specific duties, including loyalty and obedience.

Q & A

What is the employment at-will doctrine?

The employment at-will doctrine is a common-law principle that allows an employer to hire or fire an employee at any time, for any reason, as long as it is not illegal. However, there are exceptions to this doctrine, such as those based on contract theory and public policy.

How does contract theory serve as an exception to the employment at-will doctrine?

An exception based on contract theory occurs when there is an employment contract signed by both parties, and the terms of the contract govern the relationship between the employer and the employee, overriding the at-will nature of the employment.

Can you provide an example of a public policy exception to the employment at-will doctrine?

A public policy exception to the employment at-will doctrine is exemplified by whistleblower statutes or laws that protect employees who report illegal activities by their company from being fired. If a whistleblower is fired, they can sue for wrongful discharge.

What is the significance of state workers' compensation laws in the context of employment?

State workers' compensation laws provide compensation to an injured employee if the injury occurred on the job and within the scope of their employment. These laws are designed to protect employees from financial hardship due to work-related injuries.

How are employees considered in terms of agency relationships within a business?

Employees are considered agents of a business, given certain abilities by the principal or employer to represent the business in various instances. The extent of their agency can vary from simple tasks to complex responsibilities, depending on their position within the company.

What is the duty of loyalty that agents owe to their principals?

The duty of loyalty is a critical fiduciary duty that agents owe to their principals, requiring them to act in the best interests of the principal and not engage in actions that could negatively impact the principal's business.

What is the doctrine of respondeat superior and how does it relate to an employer's liability for an employee's actions?

The doctrine of respondeat superior holds an employer liable for the actions of their employees when those actions occur within the scope of employment. This means the employer is responsible for any damages caused by the employee while performing their job duties.

How does the IRS determine whether a worker is an employee or an independent contractor?

The IRS uses the 'scope of control' test to determine if a worker is an employee or an independent contractor. This involves examining the degree of direction and control the employer has over the worker's tasks, as well as other factors like how the worker is paid and provided with tools and workspace.

What are the different types of discrimination mentioned in the script, and which one is most prevalent in the United States?

The script mentions discrimination based on gender, age, race, color, and national origin. It specifies that age discrimination is the most prevalent form of discrimination within the United States.

What is a bona fide occupational qualification, and how can it serve as a defense against employment discrimination claims?

A bona fide occupational qualification (BFOQ) is a legitimate reason related to the nature or context of a job that justifies certain employment criteria that might otherwise be considered discriminatory. For example, a women's clothing store might have a BFOQ for employing only female attendants to serve women customers in dressing rooms, which could serve as a defense against a discrimination claim by a male applicant.

What are the key differences between a corporation and a sole proprietorship in terms of business organization?

A corporation is a legal entity with its own rights and duties, potentially providing shareholders with limited liability, while a sole proprietorship is the simplest form of business organization where the owner has complete control and flexibility, but also bears full personal liability for the business's debts and obligations.

Outlines

00:00

📜 Employment Law and Exceptions

The paragraph discusses the employment-at-will doctrine, which allows employers to hire or fire at their discretion. Exceptions to this doctrine include contract theory, where an employment contract governs the relationship, and public policy, exemplified by whistleblower statutes that protect individuals from wrongful discharge if they report illegal activities. Workers compensation laws are also mentioned, which provide coverage for on-the-job injuries. The paragraph further explores the roles and responsibilities of employees as agents of their businesses, highlighting the duty of loyalty that agents owe to their employers.

05:01

🤝 Agency Relationships and Duties

This section delves into agency relationships, explaining how they allow principals to conduct multiple business operations simultaneously. It distinguishes between different types of relationships such as employer-employee and corporate officer-corporation. The paragraph emphasizes the fiduciary duty of loyalty that agents have towards their principals, including the obligation to act in the best interests of the corporation. It also outlines the specific duties of agents and principals, such as performance, notification, and compensation, and discusses the doctrine of respondeat superior, which holds principals liable for the actions of their agents.

10:02

🚫 Discrimination in the Workplace

The third paragraph addresses workplace discrimination, focusing on the most prevalent forms such as gender and age discrimination. It explains how Title 7 of the Civil Rights Act prohibits discrimination based on race, color, national origin, and other characteristics. The paragraph also discusses the concept of a prima facie case of employment discrimination, which requires proving membership in a protected class and filing a complaint with the Equal Employment Opportunity Commission (EEOC). Additionally, it touches on bona fide occupational qualifications as a defense against discrimination claims.

15:04

🏢 Corporations and Legal Structures

This section explores the concept of corporations as legal entities with rights and duties, including their formation through Articles of Incorporation filed with the Secretary of State. It discusses the classification of corporations as domestic, foreign, or alien based on the state or country of incorporation. The paragraph also covers the responsibilities of corporate officers and directors, who are subject to a standard of due care and a duty of loyalty. It explains how the corporate veil can be pierced in cases of fraud, making shareholders or directors personally liable for corporate actions.

20:06

💼 Business Organization Forms

The final paragraph contrasts different business organization forms, including corporations, limited liability companies, partnerships, and sole proprietorships. It highlights the simplicity and flexibility of sole proprietorships, which allow the owner to retain full control but also face unlimited personal liability. The paragraph suggests borrowing funds as a way for a sole proprietorship to obtain additional capital while maintaining control. It briefly mentions the complexity of issuing stock and the potential for shareholders to be held personally liable if they engage in fraudulent activities that pierce the corporate veil.

Keywords

💡Employment at-will doctrine

The employment at-will doctrine is a common law principle that allows employers to hire and fire employees at their discretion, without cause. It is a fundamental concept in employment law, indicating the default relationship between employers and employees unless modified by contract or statute. In the script, this doctrine is discussed as the default rule with exceptions, emphasizing the importance of understanding its boundaries in the workplace.

💡Exceptions to employment at-will

Exceptions to the employment at-will doctrine are crucial as they provide legal protections to employees in specific circumstances. The script mentions two significant exceptions: contract theory, where an employment contract governs the relationship, and public policy, which includes laws like whistleblower statutes protecting employees from wrongful discharge. These exceptions highlight the balance between employer flexibility and employee rights.

💡Whistleblower statute

A whistleblower statute is a law that protects employees who report illegal activities by their employers from retaliation, such as being fired. The script uses this term to illustrate a public policy exception to the employment at-will doctrine, emphasizing the societal value of encouraging individuals to report unlawful practices without fear of losing their jobs.

💡Workers compensation laws

Workers compensation laws are state statutes that provide benefits to employees who suffer job-related injuries or illnesses. The script explains that these laws cover injuries that occur on the job and within the scope of employment, highlighting the importance of understanding the conditions under which an employer is responsible for an employee's injury.

💡Agency relationships

Agency relationships are legal connections where one party, called the agent, acts on behalf of another, known as the principal. The script discusses how these relationships are formed to allow businesses to operate efficiently, with agents such as employees or corporate officers having certain powers to represent the business. The concept is central to understanding the responsibilities and liabilities of both agents and the businesses they represent.

💡Fiduciary duty

A fiduciary duty is a legal obligation for one party to act in the best interest of another. In the context of the script, corporate officers and directors have a fiduciary duty to the corporation, which includes a duty of loyalty. This duty is exemplified by the script's scenario where an agent cannot usurp a corporate opportunity for personal gain, underscoring the high standard of care expected from fiduciaries.

💡Respondeat superior

Respondeat superior is a legal doctrine that makes an employer liable for the actions of its employees while they are performing their job duties. The script explains that this doctrine holds the principal accountable for the agent's behavior, unless the agent is acting outside the scope of their employment, as in the case of an independent contractor or an employee on personal time.

💡Independent contractor

An independent contractor is a self-employed individual who provides services to clients, often for a fee. The script contrasts independent contractors with employees, noting that the former are not subject to respondeat superior liability and have more autonomy. The IRS's 'scope of control' test is mentioned to differentiate between employees and independent contractors, which is crucial for determining legal responsibilities and tax obligations.

💡Discrimination

Discrimination in the workplace refers to unfair treatment based on certain protected characteristics, such as gender, age, or race. The script emphasizes that gender and age discrimination are prevalent issues, and it discusses Title 7, which prohibits discrimination based on race, color, or national origin. Understanding discrimination is vital for promoting equitable employment practices.

💡Bona fide occupational qualification

A bona fide occupational qualification (BFOQ) is a defense that allows employers to discriminate based on certain characteristics if they are reasonably necessary for job performance. The script provides an example of a women's clothing store hiring only female attendants, illustrating how BFOQ can be a legitimate reason for seemingly discriminatory practices.

💡Corporation

A corporation is a legal entity created by state statute, distinct from its owners, and capable of entering into contracts, owning property, and suing or being sued. The script explains that corporations have rights and duties, can be domestic, foreign, or alien depending on their state of incorporation, and are subject to the doctrine of respondeat superior for their agents' actions within the scope of employment.

Highlights

The employment at-will doctrine allows hiring and firing at the employer's will, with exceptions for contract theory and public policy.

Employment contracts can override the at-will doctrine, governing the employer-employee relationship.

Public policy exceptions protect whistleblowers from wrongful discharge for reporting illegal activities.

Workers compensation laws cover on-the-job injuries but not those outside working hours.

Employees act as agents of their business, with varying degrees of complexity in agency relationships.

Agents have a fiduciary duty of loyalty to their employer, which includes not usurping corporate opportunities.

Agency relationships are formed to allow principals to conduct multiple business operations simultaneously.

Fiduciaries, like corporate officers and directors, have a duty of trust and confidence with their corporation.

Agents have duties of performance, notification, loyalty, obedience, and accounting to their principals.

Principals have duties of compensation, reimbursement, indemnification, cooperation, and providing safe working conditions.

The doctrine of respondeat superior makes principals liable for agents' actions within the scope of employment.

The IRS uses the scope of control to determine if a worker is an employee or an independent contractor.

Discrimination in the workplace is prevalent, with gender and age discrimination being the most common forms.

Title 7 prohibits discrimination based on race, color, or national origin in employment.

To establish a discrimination case, one must prove membership in a protected class and file a complaint with the EEOC.

Bona fide occupational qualifications can be a defense against employment discrimination claims.

Corporation officers have a duty of loyalty and are subject to the respondeat superior doctrine.

Corporations are artificial legal entities with rights and duties, and their stockholders are generally shielded from liability.

The corporate veil may be pierced by courts in cases of fraud, making stockholders or directors personally liable.

Different forms of business organization include corporations, limited liability companies, partnerships, and sole proprietorships.

Sole proprietorships offer the most organizational flexibility and control but may require borrowing funds for additional capital.

Transcripts

hello everyone do you really need to go

over the powerpoints and the optional

notes for this for these chapters this

review is going to be a bit different

than the previous reviews and in it I'm

going to jump from topic to topic so

please make sure that you take notes and

jot down questions let's begin with the

broad topic of employment the employment

at-will doctrine is common-law doctrine

that permits an employee to be hired or

fired at the employers will there are

exceptions this common law doctrine and

two of the very important exceptions are

exceptions based on contract theory and

an exception based on public policy the

exception based on contract theory means

that there is an employment contract

that both parties have signed and the

terms of the employment contract

governed that relationship between the

employer and employee as far as public

policy a great example of public policy

of a public policy exception to the

employment at-will doctrine is the

whistleblower statute or a whistleblower

law that states that someone who sees or

suspects that their company is doing

something illegal has protection from

the law against unlawful or wrongful

discharge again let me explain that a

different way a whistleblower law

protects a person who sees that their

company is doing something illegal and

tells the appropriate authorities by

forbidding that company to fire them if

the company would fire them it would

call be called wrongful discharge so if

Jamie reports to state officials that

her company is illegally shipping unsafe

goods to unsuspecting customers and then

the company fires her

she can sue the company for wrongful

discharge and with respect to the

employment-at-will doctrine this is an

example of an exception to the

employment at-will doctrine based on

public policy and the public policy of

course is that we don't want illegal

activities to continue we want citizens

to speak up about them and either stop

them or prevent them public policy

concerns are also responsible for state

workers compensation laws these laws

compensate an injured employee only if

the injury occurred on the job and in

the scope of his employment so be

careful with that if it's outside of

working hours

if the injury occurred off the job then

those are not generally covered under

workers compensation again workers

compensation is covered if the injury

occurred on the job and in the scope of

the employment employees of a business

are agents of that business in other

words the principal or the business

endow them with certain abilities

including the ability to represent the

principal or the employer in certain

instances now employment and agency

relationships differ greatly they can be

as simple as a cashier at a store who's

in charge of ringing up amounts of money

that customers owe the store and then

collecting the money that's owed to the

store for much more complicated when we

look at directors and officers of

corporations regardless of how simple or

complex the agency relationships are the

agents are fiduciaries of their employer

or of the corporation for which they

work one of the greatest strongest and

most important duties

that these agents have with regard to

their principles is a duty of loyalty to

be loyal to their principal and not to

do anything that negatively affects

their principals business for example if

John is an agent for let's say stripes

and he's looking for land in Texas so

that stripes can build a new gas station

John finds a perfect piece of property

and realizes that it was also perfect

for the new restaurant that he wanted to

build

so John buys the property for himself

thinking stripes has so many other

properties that they won't mind if he

takes this one John has breached his

duty of loyalty by usurping a corporate

opportunity so he may not put his

interests above that of his employer

let's talk a little bit more about

agency relationships agency

relationships are formed to remit to

permit the principal to conduct multiple

business operations simultaneously in

other words back to our cashier example

the owner of a store can't be at every

cash register at the same time so he

hires employees to do that for him now

by doing this the principal doesn't

relinquish all his rights and

responsibilities absolutely not the

agent is hired for a particular purpose

and needs to work within the scope of

their agency examples of agency

relationships are employer employee

independent contractor and the person

that hires them and a corporate officer

and the corporation that they work for a

fiduciary is a person acting for the

benefit of another and a fiduciary AIT's

a duty of trust and confidence running

from the principal to the fiduciary so

offices and directors of corporations

are fiduciaries and have a fiduciary

relationship with the corporation

embedded in that is their duty duty of

loyalty and again

they must do what's in the best interest

of the corporation as an agent the

officers and directors and any agent has

a number of duties to their principal

including performance and notification

loyalty and obedience and accounting I'm

not going to go through each of these

things you can look in your book to

understand them they are

self-explanatory now the principal has a

number of duties to its agent including

compensation and reimbursement

indemnification and cooperation and safe

working conditions a principal may be

liable to a third party based on what

his agent has done many times the

principal is liable for the agent's

behavior under the doctrine of

respondeat superior meaning that the

buck stops here with the principal or

with the employer the same thing

principal or employer now when deciding

whether a person is actually an employee

or an independent contractor and an

independent contractor the principle for

an independent contractor is not subject

to the respondeat superior liability so

an independent contractor is taken out

of that scope of liability in order to

determine whether someone is an employee

or an independent contractor the IRS

uses something called the scope of

control the IRS will look at the amount

of direction and control the employer

exercises over the details of the

person's work for example if the worker

is paid by a weekly check where the

employer is taking out federal taxes and

Social Security it's more likely than

not that this person is not an

independent contractor but is an

employee

also if the employer provides the worker

with tools and with the workplace or

with a vehicle and tells the and tells

the person how to do their work controls

how they do their work when they do

their work then the person is most

likely an employee an independent

contractor is a person who brings his or

her own tools to the job and has a very

specific skillset for example a plumber

or an electrician is usually an

independent contractor what about

discrimination in the workplace

discrimination has many forms

discrimination based on gender which

happens to be the most widespread

discrimination in the United States you

would think it would be sexual

orientation but it is still gender

discrimination part of me I misspoke it

is still age discrimination age

discrimination is the most prevalent

discrimination within the United States

title 7 prohibits employers from

discriminating against employees or job

applicants on the basis of race color or

national origin race is interpreted

broadly to apply to the ancestry or

ethnic characteristics of a group of

persons such as Native Americans

national origin refers to discrimination

based on a person's birth in another

country or their ancestry there are

different types of discrimination

discrimination that is not intended but

creates a discriminatory impact for

example the firefighters used to have a

requirement that a person needed to be

able to lift a certain amount of weight

and this discriminated against women in

particular then we have discrimination

that is focused and intentional its

impact is immediately for example

someone who says that they will not hire

an employee because the employee is a

woman this is called

death

for it treatment discrimination in order

to bring a discrimination suit against

an employer an employee needs to

establish what we call a prime of facie

case of employment discrimination that's

PR ima space FAC ie the first step in

establishing a prima facie case of

employment discrimination is to prove

that you are a member of a protected

class if you are a protected class then

the NIC next step is to file a complaint

with the administrative agency that

oversees discrimination claims usually

the state has an agency that does that

but the Equal Employment Opportunity

Commission always does that the EEOC so

you go to the EEOC and get a letter that

states that you have a discrimination

case against a certain employer this is

always the first step to bringing a suit

you cannot file a suit in the courts in

your state or the federal courts without

that letter from the state agency or the

EEOC now sometimes what looks like

discrimination might actually be a bona

fide occupational qualification so

corporation or a company may have a bona

fide occupational qualification defense

for example if a woman's clothing store

employs only female attendants to assist

the women women's customers in the

dressing rooms and then a man applies

for an attendants job but is not hired

the man might bring a suit against the

company for employment discrimination

under Title 7 however the store may have

a legitimate bona fide occupational

qualification 'el qualification

defense after all it's a women's store

serving only women and they might prefer

and reasonably so

to have a woman attendant let's go back

to agency again and thinking in your own

life can you come up with an agency

relationship that you might enter into

some time in your life

well how about hiring a real estate

agent to buy or sell your house that

real estate agent is an agent for you

there's an agency relationship and they

have to do what is in your best interest

what if you hire a real estate agent to

help your friend Joe the real estate

agent and Joe enter into a contract but

before selling his house Joe dies says

Joe's family have to sell his house for

him no because death will terminate the

agency well what if Finn and Glenda get

together and they want to form a

business called hobby crafts corporation

are they agents of each other

possibly are they agents of the

corporation well yes if they are

officers or directors of that

corporation and don't forget that a

corporation is a legal entity created

and recognized by state law corporations

have bylaws which are adopted at the

corporation's first organizational

meaning the corporation has stock in

depending upon whether it is a private

corporation or publicly traded there are

rules based on SEC the Securities and

Exchange Commission rules for certain

transactions the SEC governs

transactions made by publicly traded

corporation the Articles of

Incorporation of a corporation are filed

with the secretary of state for the

state in which it was incorporated so

every corporation has

to be incorporated within a state in the

United States and you can pick whichever

state corporations

look to see which states have laws that

benefit that particular corporation so

the Articles of Incorporation are filed

with the secretary of state for the

state in which it was incorporated a

corporation is a legal fiction which

means it's a creature of state statute

and is considered as we said an

artificial person so the corporation has

the rights and duties limit they may be

limited of a person a corporation may be

classified as domestic foreign or alien

if it's domestic that means that for

example any corporation that has been

incorporated in the state of Texas is

domestic to the state of Texas a

corporation that has been incorporated

in the state of Arkansas is considered a

foreign corporation in the state of

Texas any corporation that has been

incorporated in another country is

considered an alien corporation within

Texas and within the United States just

like any other agent in principle a

corporation is liable for the torts

committed by its agents or officers

within the course and scope of their

employment under the doctrine of

respondeat superior or so if John who

was an employee a fast-food incorporated

takes the fast-food incorporated

delivery truck during his lunch hour and

uses it to drag race down Ocean Drive

well if on his way back to fast-food

incorporated he has an accident and

injures another driver fast food

Incorporated is not liable to the other

driver because Jo was not in the scope

of his employment in fact Joe was on

what we call a jaunt jau and T which

means he was off doing what he wasn't

supposed to do really during his own

time on his lunch hour and before I

forget every

corporation must have the name

corporation corp or incorporated in its

title it must have a registered office

and a registered agent and it must have

a certificate of incorporation all of

these things are filed with the

Secretary of State corporate officers

serve at the pleasure of the Board of

Directors and the corporate officers

like the CEO run the day-to-day

operations of the corporation the de

Board of Directors part of me the

corporate officers cannot decide to give

out dividends cannot do everything that

the Board of Directors can do but they

do have a loyalty to the corporation I

gave you an example of what a

corporation is not liable for the

actions of its agent because they are

out of the scope of their employment and

are not subject to respondeat superior

work but here's an example when the

corporation would be liable under

respondeat superior your GJ Corporation

authorizes Stephanie its employee to

oversee its mining operations in the

course of this employment Stephanie

disposes of the mines waste ill legally

liability for this crime most likely

rests with both the corporation and

Stephanie both of them I said I was

gonna skip back and forth and here I go

we talked about the responsibilities of

the officers now understand that the

overall management of a corporation and

its policy determinations are made by

the Board of Directors by the board of

directors but the day-to-day operations

are overseen by the officers now as the

corporate officers are employed at the

will of the board of directors their

employment is almost always determined

by their employment contracts the board

of directors served

the whim of the stockholders the

directors of a corporation Oh their

corporation a standard of due care now

that encompasses how they make their

decisions a corporate directors

decisions must be informed and

reasonable a director has a duty of

loyalty as well he would breach his

doodle duty of loyalty if he became a

director of a competing firm or bought a

controlling interest in a competitor or

competing firm as well a director who

buys a competing business breeches their

duty of loyalty to their company or

corporation again if you look at an

executive officer they can solicit

business hire and fire workers and

handle the finances usually and

sometimes their salary fluctuates

clearly they are an employee

rather than a principal or ploy or an

independent contractor

we talked very briefly about

shareholders depending on what type of

stock they hold a shareholder may have a

right to dividends inspection rights and

pre-emptive rights however a shareholder

does not have a right to compensation

this of course differs from the officers

right to compensation sometimes

particularly in small corporations but

it can happen in large ones that someone

in the corporation uses funds corporate

funds to pay their personal expenses or

creates a corporation that engages in

the same business as the original

corporation transfers assets to that

corporation or petitions one corporation

into bankruptcy in this case the courts

will pierce the corporate veil now we

talked about the fact that a corporation

is

an artificial legal entity and has

rights and also has duties one of the

great things about owning stock in a

corporation is that it shields its

stockholders from liability however if

the stockholders do any of the things

that I previous mentioned previous

material ec mentioned it is considered

fraud and fraud is obviously looked upon

very poorly by the court system and the

courts will what is called quote unquote

pierce the corporate veil making the

stockholders or the directors whoever it

is libel for whatever acts of fraud

occurred and when I say libel I mean

personally liable so where they are

shielding their assets by holding stock

in a corporation or working for a

corporation now their assets will be

their personal assets will be on the

line I've been talking about

corporations so let's talk about

different forms of business organization

corporations limited liability companies

partnerships and sole proprietorships a

sole proprietorship is the simplest form

of business organization it gives the

most organizational flexibility and

doesn't require annual meetings or

stocks and bonds to be issued it permits

the sole proprietor to retain control of

its business now the sole proprietorship

needs additional business capital the

best way to come to maintain control and

accomplish the task of obtaining

additional business capital is a very

simple thing to do borrow funds

borrowing funds from the bank permits

the owner of a sole proprietorship to

maintain control over the business now

bringing in partners is another option

but

that isn't a way to maintain control

unless their silent partners issuing

stock of course is never the way to do

it and you can ich cannot issue stock in

a sole-proprietorship bar they could

sell the business which makes no sense

if they were trying to maintain control

over the business I'm going to stop

right here and continue on the next

audiotape thank you