QUESTION I - JULY 1998


       John, whom you have represented for several years, comes to see you to
  discuss a problem he is having and a future business plan.  He tells you
  that he and two others set up ABC Corporation a number of years earlier to
  run a retail plumbing parts business.  He and his two co-shareholders each
  own 33-1/3% of the corporation.  His co-shareholders recently indicated
  that they wanted to merge the corporation, and consequently its business,
  with another corporation in a similar business owned by some distant
  relatives of one of the other two shareholders.  The plan is that ABC
  Corporation will be merged into the other corporation, and the shareholders
  of ABC Corporation will receive stock in the surviving corporation.  You
  have never represented the other co-shareholders or the corporation.

       John indicates to you that he told his two co-shareholders that he did
  not want to go ahead with the merger and, if they did, he wanted them to
  buy him out.  His co-shareholders indicated that they did not want to buy
  him out, and neither did the corporation that ABC Corporation was merging
  into or its shareholders.  The other co-shareholders said that they did not
  want to have to buy his shares and that, since he is a minority
  shareholder, he would just have to accept the shares in the surviving
  corporations.

       Under the corporate by-laws, a merger requires more than 50% of the
  shareholders to vote in favor of such a merger.  John's co-shareholders
  told him they plan to call meetings of the board of directors and
  shareholders, and they will vote in favor of the merger.  Although John
  plans to vote against the merger, it is clear the merger will go through
  over his objection.

       John indicates to you that he is tired of the retail plumbing parts
  business anyway and, given the changes, all he wants is a fair price for
  his shares so that he can start a skydiving school with his brother.  The
  problem is that unless he gets a fair price for his shares, he cannot
  possibly afford to go into business with his brother.

       Assuming John can resolve the issues surrounding his shares in ABC
  Corporation, he would like to know something about the various forms of
  business organizations he and his brother might use in their new endeavor. 
  Since both he and his brother do not like paperwork, he would like to have
  some general idea of what paperwork is necessary to set up the various
  types of business organizations and what type of "maintenance" will be
  necessary.  He also tells you that it is possible, although not yet
  certain, that his brother will not want to be involved in the operation of
  the new business and that the brother has some concerns about his liability
  if a client gets injured.  He wants to know if there are any forms of doing
  business that exist that might relieve his brother's concerns in this
  regard?  Since both he and his brother expect the new business to incur
  significant losses at least during the initial years, they would both like
  those losses to be available to them as individuals for tax purposes. 
  Although John plans to speak to his accountant concerning the tax 
  ramifications and what form of business might be best, he would like you to
  give him some general guidance in that area as well.

1.	Explain to John what, if any, rights he has with regard to the
situation involving ABC Corporation and what, if anything, can be done to
protect him and force the others to buy him out.

2.	List and describe the different forms of doing business that are
available to John and 	his brother.  In your answer, you should address such
issues as formation, owner involvement in management and operation,
liability, and tax issues involved in various manners of doing business.




Model Answers 


QUESTION II - JULY 1998


       18 V.S.A. §4201 (29) defines "regulated drug" to include marijuana. 
  §4201 (15) defines marijuana as any plant of the genus cannabis or any
  preparation, compound or mixture thereof except sterilized seeds of the
  plant and fiber produced from the stalks.  18 V.S.A. §4205 forbids any
  person to manufacture, possess, have under his control, sell, prescribe,
  administer, dispense or compound any regulated drug.  18 V.S.A. §4230
  criminalizes the knowing and unlawful possession of marijuana specifically,
  and provides increased penalties for knowingly and unlawfully cultivating
  marijuana.
	
       Industrial hemp is a plant of the genus cannabis and species sativa. 
  It contains tetrahydrocannabinol ("THC"), the psychogenic chemical in
  marijuana, but in such minute amounts that it is extremely difficult, if
  not impossible, to extract enough THC from industrial hemp to produce a
  substance having a psychoactive effect.  It grows well in Vermont's harsh
  climate, and its cultivation does not require pesticides or fertilizer. 
  Industrial hemp can be used to make high quality paper, cotton-and
  linen-like fabrics, rope, carpet backing and many other useful fiber-based
  products.  Industrial hemp seed oil makes excellent soap, salve, medicinal
  bases and edible vegetable oil, and can also be used as an inexpensive
  replacement for chemicals used in paint, varnish and many other industrial
  applications.  Industrial hemp cannot be distinguished from THC-containing
  marijuana by the average person.  Assume, however, that a trained
  law-enforcement officer using a newly invented $25 hand-held spectrometer
  can easily distinguish between industrial hemp and THC-containing
  marijuana.

       Industrial hemp was cultivated on a large scale in Vermont and was an
  important cash crop until these Title 18 proscriptions were enacted.  They
  are intended to promote the eradication of marijuana as an important part
  of the state's efforts to combat the possession, use and sale of illegal
  drugs.

       Vermonters for Agriculture, a charitable organization formed to
  improve the economic lot of Vermont farmers, has retained you to commence a
  lawsuit to re-establish the right to cultivate industrial hemp in Vermont.

       Assume that there are no federal statutes or regulations affecting the
  cultivation, possession, processing, sale or use of industrial hemp, and
  that it is lawfully grown in Canada and several of the United States.

       In what court will you bring this litigation?  Who will your
  plaintiff(s) be?  What arguments will you raise on their behalf?  Who will
  the defendant(s) be?  What response do you expect the defendant(s) to make? 
  What other courses of action might you consider?  Explain the reasons for
  each answer.



Model Answers 


QUESTION III - JULY 1998

  You have recently been admitted to the Vermont Bar, and this is the first
  day of your work for your new law firm of Meany, Miney and Moe in Fair
  Haven, Vermont. The senior partner, Mr. Meany, drops a file on your desk
  which includes the attached complaint.  He wants answers to his concerns on
  the case in one hour when he gets back from lunch and meets with the client
  Mines-R-Us Inc. The file contains the following information:

       Mines-R-Us employed a Mr. Peter Peron as a miner in an open pit
  granite quarry beginning in 1995. Mr. Peron earned on average $550 per
  week. Mr. Peron's primary job was to operate a drilling rig which would
  drill into the granite for the placement of explosives to remove large
  blocks of granite from the quarry. 

       Mr. Peron's drilling rig was a large machine which can be operated by
  one individual standing behind the drill. The drill is supported by a small
  tri-legged stanchion.  The drilling rig was manufactured and sold by
  Downdeep Drillers of Portland, Maine to Mines-R-Us in 1994.  There is no
  written agreement between Downdeep Drillers and Mines-R-Us as to the sale
  or use of the drilling rigs.  The drill has a safety device in a regulator
  to prevent the drill from operating at excessive speeds and to shut the
  drill off if the drill bit breaks.   Drill bits often break at Mines-R-Us. 
  The stanchion can easily support the drills when they are drilling, but the
  vibrations from the drill operating at high speeds can cause the stanchion
  to collapse.  Downdeep Drillers is aware of this problem, but has not told
  any of its customers, including Mines-R-Us, as Downdeep Drillers believes
  the regulator on the drill adequately protects against the stanchion
  collapsing. 

       In the late fall of 1997, as the winter shut-down period was
  approaching, the quarry was far behind its production quota.  On November
  17, 1997, Mr. Peron's supervisor, David Deloise, told both Mr. Peron and
  Mr. Peron's co-worker, Denise Drackmed, that if they did not increase the
  number of holes they drilled, then the quarry would not meet its production
  goals for the year, the financial well-being of the company would be at
  risk, and the annual year end bonus would certainly not be paid. 
  Therefore, Mr. Deloise stridently urged Mr. Peron and Ms. Drackmed to do
  everything possible to speed up production.  While Mr. Deloise was still
  present, Ms. Drackmed suggested to Mr. Peron that they both override the
  safety regulator so that they could keep drilling even if part of the drill
  broke, and avoid a shut down in order to replace the drill bit.  Mr. Peron
  refused, saying to Ms. Drackmed "Somebody's sure to get hurt if we do
  that!" Ms. Drackmed replied "I don't care, I need that annual bonus to pay
  for the trip I've scheduled to Florida next spring."   Ms. Drackmed easily
  overrode the safety regulator on her drill rig.  Mr. Deloise smiled at Ms.
  Drackmed, gave a dirty look at Mr. Peron, and quickly left the scene.  

       Sure enough, after only a couple of minutes of operation the drill bit
  broke and Ms. Drackmed's drilling rig stanchion collapsed due to the
  vibrations.  Ms. Drackmed jumped out of the way of the vibrating drill rig,
  but Mr. Peron was not so fortunate.  The drill hit Mr. Peron, seriously
  injuring his right foot.  Mr. Peron was rushed to the local hospital but
  due to the extensive injuries his foot was amputated the next day. 

       In addition to his extensive physical injuries, Mr. Peron suffers
  severe pain from the injury.  He is also unable to enjoy many of his
  previous hobbies including downhill skiing and hiking.  As a result of the
  injuries, Mr. Peron also suffers from Post Traumatic Stress Disorder.  This
  required at least one hospitalization for an attempted suicide.  Mr. Peron
  has not returned to work since the accident. 

       Ms. Drackmed was fired immediately after the accident.  The federal
  Mine Safety and Health Administration fined Mines-R-Us $10,000 for Ms.
  Drackmed's operating the drill with the safety regulator inoperable.

       On June 10, 1998, service of process of the attached complaint was
  perfected on all of the Defendants.  The Complaint was filed by your law
  school classmate, Susie Solo, who has just started as a sole practitioner
  in Burlington, Vermont.  On June 30, Downdeep Drillers filed a general
  denial of any liability in this matter as well as a cross-claim against
  Mines-R-Us seeking contribution and indemnification for any liability which
  may be found against Downdeep Drillers.  On June 30, Mr. Meany received a
  thirty day extension of the period within to respond to the complaint.

       Draft a memo to Mr. Meany discussing procedural and substantive issues
  raised by the complaint and Susie Solo's likely actions and responses.  


                              STATE OF VERMONT
                              CHITTENDEN COUNTY

PETER PERON		  )
			  )
	v.		  )		  CHITTENDEN SUPERIOR COURT 
			  )		  DOCKET No.___________________
MINES-R-US, INC.,	  )
DOWNDEEP DRILLERS,        )
and, DENISE DRACKMED      )

                                  COMPLAINT

       1.	Peter Peron, a resident of  the Town of Fair Haven, County of
  Rutland and State of Vermont, was an employee of Mines-R-Us, Inc. on or
  about November 17, 1997, when he was severely injured in an accident
  arising out of and in the course of his employment at the Mines-R-Us quarry
  in Fair Haven, Vermont.

       2.	Said injuries include but are not limited to physical,
  personal, mental, emotional and loss of the enjoyment of life.

       3.	Mines-R-Us, Inc. is a domestic corporation with a principal
  place of business in Fair Haven, Vermont.

       4.	Downdeep  Drillers, Inc. is a foreign corporation
  incorporated in Maine with a principal place of business in Portland,
  Maine.

       5.	Denise Drackmed, a resident of the Town of  Castleton, County
  of  Rutland, and State of Vermont, was a co-employee of Peter Peron at the
  time of the accident on or about November 17, 1997.

       6.	Mines-R-Us, Inc. was intentionally negligent in failing to
  provide adequate protection to Peter Peron for the reasonably foreseeable
  event of a co-employee overriding a safety device proximately and actually
  resulting in an injury to a co-employee, and, acting through its agent,
  David Deloise, encouraging employees to work in an unsafe manner as shown
  by the MSHA fine.

       7.	Downdeep Drillers Inc, is strictly liable for the injuries
  suffered by Peter Peron due to the manufacture sale and distribution of a
  defectively designed drill rig in which a safety device could be easily
  overridden by an untrained operator proximately and actually harming Peter
  Peron.

       8.	Denise Drackmed intentionally and negligently overcame an
  intended safety device over the objections of Peter Peron proximately and
  actually resulting in substantial injuries to Peter Peron. 

       9.	Wherefore, as the direct and proximate result of the actions,
  negligent and intentional, of the above listed defendants, acting
  individually and jointly, Peter Peron suffered physical and mental injuries
  and loss of enjoyment of life in an  amount in excess of $1,000,000.00.

       Dated at Burlington, Vermont this 1st day of June, 1998.

			                /s/ Susie Solo                         					                           
					Susie Solo 
					40 George Street
					Burlington Vermont 05401 



Model Answers 


QUESTION IV - JULY 1998

       Cy Pres comes to your newly opened law office with the deed shown
  above.  He wants to make certain that he owns the property described in the
  deed.  He tells you that the survey describes land duly conveyed to Rhyllis
  Tate and her husband, and that Rhyllis and her husband had duly recorded
  the conveyance to them.  Assume he is correct about the conveyance and
  recording.  Rhyllis is married to Pross Tate who is now under guardianship,
  his guardian being Wrent N. Lees.  Rhyllis has "disappeared."  


       1.	Is the deed valid?  Why or why not?	

       2.	Can the deed be recorded under Vermont law?  Why or why not?

       3.	What do you advise regarding recording?
		
       4.	Suppose Rhyllis Tate and Shelley Skase are found dead.  What
  do you advise regarding the deed?
	
       5.	Suppose Rhyllis is located but refuses to cooperate in any
  way.  What would you advise and how would you proceed?
	
       6.	Assume that Rhyllis is out-of-state and refuses to return to
  Vermont, but is willing to meet with Mendon Proctor out-of-state.  What do
  you advise?
	
       7.	Assume that the deed can be recorded.  Where do you advise
  recording it, and why?


                               QUITCLAIM DEED

       THIS QUITCLAIM DEED, Executed this 1st day of July, 1998, by first
  party Pross and Rhyllis Tate whose post office address is Rutland, Vermont
  to second party, Cy Pres whose post office address is Burlington, Vermont.

       WITNESSETH, That the said first party, for good consideration and for
  the sum of $100,000.00 paid by the said second party, the receipt whereof
  is hereby acknowledged, does hereby remise, release and quitclaim unto the
  said second party forever, all the right, title, interest and claim which
  the said first party has in and to the following described parcel of land,
  and improvements and appurtenances thereto in the County ofWashington,
  State of Vermont,

                     to wit:
                     Land located in the Town of Montpelier and
                     described in Survey #532 of ABC Survey Co.,
                     5/28/90

                                       /S/ Wrent N. Lees
                                       Wrent N. Lees
                                       (for Pross Tate)
                                       /S/ Phyllis Tate
                                       Rhyliss Tate


       IN WITNESS WHEREOF, The said first party has signed and sealed these
  presents the day and year first above written.

       Signed, sealed and delivered in presence of:


/S/ Cy Pres
Cy Pres
Witness

/S/ Shelley Skase
Shelley Skase
Witness



STATE OF VERMONT
COUNTY OF RUTLAND

       On July 2, 1998 before me personally appeared Wrent N. Lees,
  personally known to me [(or proved to me to on the basis of satisfactory
  evidence)] to be the person[(s)] whose name[(s)] is/[are] subscribed to the
  within instrument and acknowledged to me that he/[she/they] executed the
  same in his/[her/their] authorized capacity[(ies)], and that by
  his/[her/their] signature[(s)] on the instrument the person[(s)], or the
  entity upon behalf of which the person[(s)] acted, executed the instrument.
  WITNESS my hand and official seal.

Signature  /S/ Mendon Proctor
           Rutland County Clerk




Model Answers 


QUESTION V - JULY 1998
	

       You are a sole practitioner recently admitted to the Vermont Bar.  You
  are contacted by Pat, a young woman from Alabama, who was referred to you
  by the St. Johnsbury Battered Women's Shelter.  Pat is in her early
  thirties and has a high school diploma.  She has been married to her
  husband, Dan, for 10 years.  She has three young boys, ages 3, 5 and 7 with
  Dan.  She also has a daughter, age 14, by her first husband, Joe.  Pat has
  sole custody of her daughter and Joe has no right to visitation.  He is
  currently incarcerated in Mississippi for abusing their daughter.

       Dan is a corporate attorney.  When Pat and Dan were first married, Pat
  supported Dan while he was in law school.  Since Dan's graduation from law
  school, Pat stayed at home and raised the children.

       Pat advises you that she has been physically and emotionally abused by
  Dan throughout their marriage.  Recently, Dan went into a rage and beat her
  three times in one day.  All four of the children witnessed this incident
  as well as other incidents of abuse in the past.   During the abusive
  episodes, the children were afraid of Dan and were sometimes hit by objects
  Dan threw at Pat.

       Pat left Alabama with the children the day after the most recent
  incident of abuse while Dan was at work.  She moved to Vermont a week ago
  because her parents and two sisters live here.  She intends to stay in
  Vermont.

       Pat is terrified that Dan will find and harm her and the children. 
  Dan has told her that if she ever left him he would find her and kidnap the
  children.  She indicates that she wants to get a divorce because she is
  tired of the abuse, but she is afraid of losing the children.

       Pat has no job and no means to support herself or her children.  The
  parties own a camp in Vermont on Lake Champlain where they often
  vacationed.  Besides the camp, most of the marital assets are in Alabama
  and include a doll collection that Pat inherited from her
  great-grandmother, a savings account with a balance of $5,000 which is in
  Dan's name only, and a car worth $3,000, titled in both of their names. 
  Additionally, Dan is vested in his company's pension plan and, when he
  retires, will receive significant monthly payments under the plan.

  Pat needs to know what her legal rights and options are with respect to the
  following:


       1.  What legal action can Pat take to protect herself and her sons
           from Dan?  What about protecting her daughter from Dan?

       2.  What can you advise Pat about custody of all of the children? How
           does Vermont determine parental rights and responsibilities and
           parent/child contact?

       3.  How can Pat get child support in Vermont for the children?  When?
           If Pat gets an order for child support, how will it be enforced?

       4.  Can Pat file for a divorce in Vermont?  When?

       5.  Does the Vermont court have jurisdiction to hear the divorce with
           respect to the property issues?  What advice will you give to
           Pat as to Vermont law regarding the disposition of marital assets?





Model Answers 


QUESTION VI - JULY 1998


       On July 22, 1995, Amy C. walked to a nearby convenience store at 10:55
  p.m.  She knew that the store would close at 11:00 p.m., and she wanted to
  purchase a quart of milk for breakfast.  It was very dark outside, and the
  block before the store was poorly lit.  As she passed an alleyway, a man
  darted out from some tall bushes and tried to pull her into the bushes.  He
  was about Amy's height, rather heavy, and physically stronger than Amy. 
  She noted that he had a strong odor of cigarettes on his breath, he wore a
  baseball cap on his head, and had long hair, a beard and mustache.  She
  struggled for a couple of minutes, and he threw her to the ground, which
  stunned her momentarily.  Then she heard a dog barking, and the barking
  grew louder and louder as the dog came closer.  The assailant panicked, got
  up, and ran away.

       Amy C. immediately ran to the convenience store and used the owner's
  phone to telephone the police.  The police arrived quickly, obtained a
  verbal description from Amy of her assailant, and asked her to come to the
  police station so that they could make a composite drawing based on her
  description.  After this was done, the police drove Amy home, and said they
  would put together a photo line-up for her to review within a day or so.

       The next day, the police published the composite drawing in the local
  newspaper, and posted flyers around town with the drawing.  By that
  evening, phone calls with tips from residents started to come in.  None of
  the leads were initially helpful.  On the third day, however, one anonymous
  caller telephoned to say that the drawing resembled a neighbor who lived in
  a boarding house next door to the caller.  The caller did not identify
  himself, but stated that the neighbor had shaved off his mustache and cut
  his hair the day that the composite drawing had appeared in the newspaper. 
  He stated that the neighbor was a heavy smoker.  The caller identified the
  man as Sam G., stated that Sam had lived in town only a month, and that he
  had moved to Vermont from Florida.

       With this information, the police contacted Florida and ran a criminal
  record check on Sam G.  They learned that Sam G. had convictions in Florida
  for assault and attempted sexual assault.  They arranged for the Florida
  State Police to telefax a recent photo of Sam G., and the Vermont police
  used this to put together a photo line-up for Amy's review.

       Amy was contacted that evening at her home, and shown the line-up. 
  There were 6 photos.  Two of the men, including Sam, had beards and
  mustaches; the other 4 had only beards or mustaches, but not both.  Sam G's
  photo was different from the rest in that there were handcuffs visible on
  one of his wrists, at the bottom of the photo.  None of the other men had
  restraints or cuffs.  Amy selected Sam's photo as best resembling her
  assailant. The police officer asked her, "Are you sure?" Amy said, "Pretty
  sure...it was dark out."

       The next morning, the police set up a surveillance car outside of
  Sam's boarding house.  There was a car with Florida plates parked nearby,
  and a check with the Florida Department of Motor Vehicles indicated that it
  was registered to Sam G.  While the police  were watching Sam's residence,
  they observed Sam exiting and re-entering the house several times, loading
  the Florida car with two suitcases and some other small boxes.

       The police were in an unmarked car.  They radioed headquarters for
  directions, and were told to stop Sam for questioning if he tried to leave
  town in the car.  A half hour later, Sam entered his car and drove down the
  street.  The police in the unmarked car followed him.  As Sam approached an
  intersection with a traffic light, the light in Sam's direction turned red. 
  Sam drove through it.  The police put on their blue lights and stopped Sam.

       When the police approached Sam, they told him of the traffic
  violation.  They asked if he would return to the police station with them. 
  Sam became suspicious, and asked why he had to go to the station for
  running a traffic light.  The police then advised him that they were
  investigating an attempted rape, and that they had been given a physical
  description which matched his.  They assured him that he was not under
  arrest, and stated that they merely wanted to question him at the station. 
  They told him that if his story checked out, they would release him and he
  could be on his way.

       Sam agreed to accompany the police.  When the investigating detective
  at the station heard on the police radio that Sam was being brought in, he
  arranged for Amy to come to the station at the same time.  Sam arrived at
  the station first, and Amy showed up 5 minutes later.  When Amy arrived,
  the investigating detective arranged for Amy to pass by Sam in the hallway. 
  Amy saw Sam with the other two officers, who were in plainclothes. Sam was
  smoking a cigarette.  Amy immediately pulled the investigating detective
  aside and said, excitedly, "That's him!  I think that's the man who tried
  to rape me!"  Sam saw Amy, became nervous and said, "Hey, I didn't do
  anything to her!  I was home watching T.V. at 11 o'clock."  The police had
  not yet told Sam what time the assault had occurred, and they had not
  released that information to the press.

       Based on Amy's identification, the lead police investigator decided
  that he had enough evidence to charge Sam.  He advised Sam that he was
  under arrest for the attempted rape of Amy, and read him his "Miranda
  rights."  Sam gave an oral statement, which was videotaped by the police,
  admitting that he had tried to assault Amy on the night in question.


       Assume that you have been retained by Sam as his defense counsel.  

       1.  What pre-trial motions would you file, and why?  Discuss each of
           the issues you would raise, and the factual and legal basis for
           each of your motions.

       2.  With respect to your motions, analyze the strengths and weaknesses
           of your client's position, and give the likely outcome for each 
           motion.
  
  


Model Answers 


  ---------------------------------------------------------------------------

                           Board of Bar Examiners


  Mailing address:  109 State St.
                    Montpelier VT  05609-0702


  Office Location:  111 State St.
                     Montpelier, VT

  Telephone:  (802)828-3281