Somehow, this reaks of the Russian mafia at work

Kalageorgi v. Victor Kamkin, Inc.
Delaware, 1999

Who would have thought that so many people would want to have control of a Russian book importing business. Founded in 1953, VKI is one of the largest importers of Russian books in the United States, according to the Court. Their primary supplier is a Russian trading company, who later obtained shares of VKI in 1991 (the "1991 shares"). BUT, and you know there is always a BUT, the widow of the founder failed to execute a few necessary documents, and Delaware is really, really picky about such things.

Kalageorgi later acquired Mrs. Kamkin's shares of the company; he knew that the 1991 shares were probably not valid, and he didn't seem to care until there was a falling out between Kalageorgi and his opponents, the Zabovskys. So he tried to take over the board by claiming that he was the only valid shareholder.

Were the 1991 shares valid? Will Kalageorgi defeat the Zabovskys? Tune in and find out!

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Later that same evening, we learn the following:

In Footnote 14, the Court observes with some glee that it can use Delaware's formal rules to serve the ends of equity and trounce someone who is trying to use Delaware form for nefarious purposes.

What this case shows us is that form is very important. Form triumphs and form happens to serve equity.

Be careful who you sell your business to

Tonight, we will discuss what happens when you sell your car wash to a couple of lawyers who got too busy to file their articles of incorporation before the purchase and sale agreement was executed. When their car wash goes bust and they breach the agreement, all hell breaks loose. The court syas that no, there is no corporation by estoppel, because the lawyers knew that they weren't really a corporation. The moral of the story is that running a car wash is a messy business.

Chapter 2: Business and Businesses

page 21:
"Fitting In: In Bow to Retailers' New Clout, Levi Strauss Makes Alterations" Wall St. J. (June 17, 2004) A1

Levi Strauss is an icon in the jean industry. Levi Strauss & Co. has a 151-year history. How did Levi's go from an elite brand to a jean label carried at Wal-Mart? And, after selling at Wal-Mart, the Levi's company was concerned about tarnishing its brand image if Levi's jeans were sold at Costco? Wow. Let's be clear. People conscious about image would rather admit to shopping at Costco than Wal-Mart. Even Oprah has shopped at Costco. Likely, the Levi's company was more worried about how Wal-Mart would react to Levi's jeans selling at Costco. Sam's Club, a division of Wal-Mart, is a direct competitor of Costco.

What's with these cases?

Chip has some interesting ideas about the cases in his book. Tonight we have discussed the case of the indoor golfing guy who tried to get off the hook for his lease by claiming his defunct corporation was the lessee. We have the construction guys who bought concrete under the wrong initials. . .

It could be worse -- at least the cases are nice and short. Unfortunately Professor X likes to take a three page case and talk about it for an hour.

Chapter 1: Practicing Corporate Law

Page 8:
Mr. Chiappinelli teaches in Seattle, where he, like everyone else, seems to have coffee on his mind.

In footnote 7, the professor notes "baristas, too, derive their title from their connection with a bar."

Page 13:
Professor Chiappinelli is a law professor who teaches business and corporate law at Seattle University School of Law. Here, he ranks his profession among the highest of law professors.

"It is common knowledge that corporate law scholars occupy the highest level in the legal academic hierarchy--followed, in order by tax scholars, other law professors, and finally constitutional law profs."

Page 15:
In footnote 21, legal propositions and issues are brought forth -- "more than a peppercorn," "what is a chicken?" and "two ships called the Peerless."

I could not recall the names of the cases associated with the quotes, and so I did some research.

Frigaliment Importing Co. v. BNS Int'l Sales Corp., 190 F. Supp. 116 (S.D. N.Y. 1960) -- "What is a chicken?"

Raffles v. Wichelhaus, 159 Eng. Rep. 375 (Ex. Ch. 1864) - "Two ships called the Peerless."

However, I was unable to find the original case that dealt with the test "more than a peppercorn." Does anyone know?