Joe, Along with Two Friends, Bought a Peat Bog with the Idea

question 39

Essay

Joe, along with two friends, bought a peat bog with the idea of incorporating a corporation and reselling it to promote the development of the peat bog. Joe bought the bog for $40,000 and, when the corporation was incorporated, had himself and his two friends named as directors. They then held a meeting and on the first order of business, they bought the bog from themselves for $500,000. Then they voted to sell all of the shares of the business to five interested businessmen for $500,000, based on the value of the sole asset of the corporation, the peat bog. When the businessmen found out what had happened, they sued Joe and his friends. Explain the nature of the complaint and the likely outcome.

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Definitions:

Adequate Consideration

Something of value that is deemed by law to be sufficient grounds for enforcing a party's obligation under a contract.

Legal Detriment

The loss or disadvantage that a party agrees to suffer within a contractual agreement which gives value to the contract.

Doctrine of Promissory Estoppel

A legal principle that prevents a party from withdrawing a promise made to another if the latter has relied on that promise to their detriment.

Charitable Subscriptions

Commitments made by individuals or organizations to donate money to charities, typically on a recurring basis.