Plaintiff: R. Edwin Powell Defendant: MVE Holdings, Inc Facts: R. Edwin Powell was CEO and president of CAIRE, Inc. In addition, Powell was a minority shareholder in Holdings, owning 11.9% of the company. In 1996, a group of investors decided to acquire Holdings and CAIRE. They formed MVE Investors, LLC (Investors). MVE purchased the shares of three retiring Holdings shareholders as part of a recapitalization of the company. MVE paid the retiring shareholders $125.456 per share and to became its primary owner

Learning Goal: I’m working on a law case study and need an explanation and answer to help me learn.

Case1:

Plaintiff: R. Edwin Powell

Defendant: MVE Holdings, Inc

Facts: R. Edwin Powell was CEO and president of CAIRE, Inc. In addition, Powell was a minority shareholder in Holdings, owning 11.9% of the company. In 1996, a group of investors decided to acquire Holdings and CAIRE. They formed MVE Investors, LLC (Investors). MVE purchased the shares of three retiring Holdings shareholders as part of a recapitalization of the company. MVE paid the retiring shareholders $125.456 per share and to became its primary owner. Powell did not sell his stock at this time and remained as CAIRE’s CEO and president. In response, to CAIRE’S financial setbacks, David O’Halloran, Holding’s CEO and president, met with Powell on January 23, 1997, to fire Powell. While the two men agreed on a number of provisions in Powell’s severance package, they disagreed on the terms for the disposition of Powell’s stock. Powell testified that O’Halloran agreed on behalf of Holdings, to buy Powell’s stock at the same price that the retiring shareholders had been paid at the recapitalization. O’Halloran maintained that he did not promise Powell that Holdings would buy Powell’s stock. But O’Halloran conceded that at the meeting, he gave Powell a detailed chart showing the number of shares Powell owned and how much money Powell would receive if those shares were sold or redeemed at the same price the retiring shareholders had received. O’Halloran also admitted that he wrote a letter terminating Powell’s employment if he chose not to resign. In the letter, O’Halloran expressed Holdings’ intent to buy Powell’s stock in the same manner as it had bought the retiring shareholders’ stock. Holdings fired O’Halloran from his position as CEO and president. Powell brought this action against Holdings, claiming, among other things, that Holdings had contracted to buy back his shares and then breached that contract. The district court found that Holdings had contracted to buy Powell’s stock and breached the contract. The district court awarded Powell the amount that Powell would have received had he sold his non-pledged stock for $125.456 per share. Holdings appeals, claiming that O’Halloran did not have authority to agree on its behalf to buy Powell’s stock; that the district court’s finding that O’Halloran and Powell entered into a contract is contrary to the evidence; and that any agreement was not the parties’ final expression, is void for lack of consideration and is against public policy.

Issue: As an agent of Holdings, did O’Halloran enter into a contract on Holding’s behalf?

Case 2:

Plaintiff: Jonathon Olin

Defendant: Ward Manufacturing

Facts: Ward decided to construct a casting facility on its property located in Blossburg, Pennsylvania. Ward entered into a written contract with Welliver – McGuire, Inc. Under the terms of the contract, Welliver agreed to indemnify Ward for any and all claims for bodily injury and property damage arising out of the performance of the work identified in the contract. Welliver assumed control, possession, and responsibility over the construction site throughout the project. Ward did, however, maintain an on-site representative to act as liaison and monitor the status of the project. Ward also had a safety representative on-site periodically to inspect the work site. Jonathon Olin worked as a carpenter for Welliver. Olin, while engaged in surveying activities on the Ward construction site, fell into an unbarricaded excavation pit allegedly covered with water and mud. As a result of the fall, Olin purportedly suffered severe injuries. Since the date of the accident, Olin has received total disability workers’ compensation benefits from Welliver.

Olin brought suit against Ward for negligence. Ward argued that Olin, through Welliver, was an independent contractor and that Ward, therefore, is not liable to Olin for damages. Furthermore, Ward argued that Welliver, and not Ward, was in charge of the site, and Ward moved for summary judgment.

Issue: Was Ward, or its agent, in charge of the construction site?