Your goal for this project is to complete a well-written memorandum
to your supervisor
to address two legal
? The appropriate form of business organization for your client’s business
? Requirements for your client’s independent contractor agreement, to make sure
it’s a legally enforceable independent contractor agreement and not viewed as an
Remember not to use too much legalese in your memo. You’re writing it to your
supervisor, and you would expect him or her to have some knowledge of the subject
matter. However, you must completely explain what the law is for each type of business
organization you’re considering and the reasons you’ve selected one type of business
organization as best for your client. The same complete explanation is required when
discussing the issue of your client’s independent contractor agreement.
For this project, please use the following format for your legal memorandum
Summary of Applicable Facts:
The student provides a clear discussion of the assigned topic or issue; addresses the
subject in complete sentences; supports his or her opinion by citing specific information
from the text, assigned Web sites, and other sources; stays focused on the assigned
The student includes an introduction, analysis, and conclusion supporting his or
Re: New Client, Career Institute of America, Inc. (CIA)
Date: December 6, 20—
FACTS: We have just met a new client, the CEO of Career Institute of America, Inc.
(CIA). Although the business was formed a year ago as a nonprofit corporation, they
are not sure they are happy being a nonprofit.
CIA is a classroom and online education organization that specializes in training
students in the United States auto industry, one of this country’s largest industries.
Their founder, who also serves as the CEO of CIA, would like to retain most of the
ownership and control of the company, since it is really his enterprise. He also has
some concerns about the independent contractor agreement their instructors must
sign when they agree to work for the company. He wants to be sure they are not
construed as employees of the company and are viewed as true independent contractors.
Note that most of the company’s income is from online training courses. You should
also know that they received a U.S. Department of Labor retraining grant for the
instruction they are currently providing and that this type of grant is awarded only to
nonprofit educational organizations. Even though CIA was able to obtain this grant as
a nonprofit institution, they realize it was a one-time grant. They must make their
income from tuition for online courses and in the two small classrooms in which they
teach traditional courses. This is why they are not necessarily opposed to changing
their form of business from a nonprofit organization to a for-profit business.
You should further know that the employment contract they provide to their
instructors looks as if it was designed by an amateur and may not comply with
requirements for a valid independent contractor agreement.
RESEARCH ASSIGNMENT: I need you to research two areas of law and prepare a
to me addressing each area, so I can properly advise the client on how
to proceed. First, determine the limitations of a nonprofit corporation in the state of
Delaware, the state in which CIA was formed and is doing business. You should also
review the law for nonprofit and for-profit corporations, as well as limited liability
companies, in order to determine the best form of business for our client.
I suggest you consult the listing of Delaware statutes on the Delaware state Web site to
assist you in your research. Here is the Web address:
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