Copyright (c) 2009 All rights reserved. http://works.bepress.com/jonathan_marcantel Recent documents in Jonathan A. Marcantel en-us Fri, 28 Aug 2009 16:46:20 PDT 3600 http://works.bepress.com/jonathan_marcantel/10 http://works.bepress.com/jonathan_marcantel/10 Sat, 24 Jan 2009 15:06:12 PST Jonathan A. Marcantel Presentations http://works.bepress.com/jonathan_marcantel/9 http://works.bepress.com/jonathan_marcantel/9 Mon, 15 Dec 2008 10:16:18 PST Ordinarily, individual shareholders are immune from the liability arising from a corporation's activities through the doctrine of limited liability. That is, absent a personal breach of duty either in contract or tort, an individual shareholder is only financially exposed to judgments against or debts of the corporation up to the shareholder's investment. All rules, of course, have exceptions. The most frequently litigated of those exceptions is the doctrine of piercing the corporate veil. Notwithstanding the frequent litigation surrounding the doctrine and notwithstanding the "bright-line rules" courts have created to cabin the doctrine, disparate results frequently occur both internally within a jurisdiction and externally between jurisdictions, as, in most cases, the courts use a factually specific factors analysis to determine when piercing is proper. This disparate treatment is concerning as a matter of justice, as a matter of logical consistency, and more practically as a matter of counseling clients to avoid this unruly beast. This Article will argue the beast could be tamed by three mechanisms. First, piercing should be an action at law. Second, piercing should be limited to a test only permitting its use when evidence of siphoning, fraud, or violations of public policy exists. Finally, courts should require a causal relationship between the corporation's wrongful conduct and the plaintiff's damages. Jonathan A. Marcantel Articles http://works.bepress.com/jonathan_marcantel/8 http://works.bepress.com/jonathan_marcantel/8 Tue, 12 Aug 2008 12:02:24 PDT As a matter of general contract law, illegal contracts are unenforceable in court pursuant to the public policy exception. In addition, illegal arbitration awards are generally unenforceable on the same basis. Everything has now changed. Earlier this year, the United States Supreme Court decided Hall Street Associates, Inc. v. Mattel, Inc., 128 S. Ct. 1396 (2008). In Hall, parties entered into a commerical lease that included an arbitration provision. In addition to other provisions, the arbitration provision permitted a reviewing court to vacate the decision of the arbitrator on grounds not included within the Federal Arbitration Act ("the FAA"). Applying a strict, plain meaning analysis, the Court held the review provisions of the FAA were exclusive, ruling the language of the Statute "unequivocally tells courts to grant confirmation in all cases, except when" the FAA explicitly provides a method for vacatur. Thus, the Court held vacatur is only permitted on the basis of procedural irregularities such as fraud, corruption, bias, and exceeding contractual powers. While the holding in Hall did not specifically mention the public policy exception, the Court's reasoning invariably questions its continued existence in the context of arbitation awards under the FAA, as the FAA does not include a "void against public policy" standard. Furthermore, because the public policy exception is a creature of the common law, the FAA's provisions are in derogation of it. This Article argues the Hall opinion has displaced the public policy exception in the context of enforcing arbitration awards, and that displacement offends traditional notions of the social contract theory. This Article further argues the courts should adopt the public policy exception as an inherent power of the courts deriving from the social contract. Jonathan Marcantel Articles http://works.bepress.com/jonathan_marcantel/7 http://works.bepress.com/jonathan_marcantel/7 Wed, 18 Jun 2008 12:07:52 PDT Jonathan Marcantel Presentations http://works.bepress.com/jonathan_marcantel/6 http://works.bepress.com/jonathan_marcantel/6 Mon, 10 Dec 2007 11:06:20 PST Jonathan Marcantel CLE Papers http://works.bepress.com/jonathan_marcantel/5 http://works.bepress.com/jonathan_marcantel/5 Mon, 10 Dec 2007 10:59:44 PST Jonathan Marcantel CLE Papers http://works.bepress.com/jonathan_marcantel/4 http://works.bepress.com/jonathan_marcantel/4 Tue, 04 Dec 2007 05:17:31 PST Jonathan Marcantel Presentations http://works.bepress.com/jonathan_marcantel/3 http://works.bepress.com/jonathan_marcantel/3 Thu, 15 Nov 2007 08:20:55 PST Jonathan Marcantel http://works.bepress.com/jonathan_marcantel/2 http://works.bepress.com/jonathan_marcantel/2 Thu, 15 Nov 2007 08:18:58 PST Jonathan Marcantel http://works.bepress.com/jonathan_marcantel/1 http://works.bepress.com/jonathan_marcantel/1 Thu, 15 Nov 2007 08:15:26 PST An invitational mock trial tournament for college students from across the country. Jonathan Marcantel