Newlog, which had developed a new process for making artificial logs, entered into an
oral contract with Specialty Manufacturing. The contract provided that Specialty would
manufacture a special part that Newlog needed to make its artificial log machinery. The
contract provided that Specialty would make the part to Newlog’s specifications.
Newlog orally agreed to pay $5,000 for the part. Specialty made the part to Newlog’s
specifications, but Newlog refused to pay, claiming that the oral contract was
unenforceable because of the statute of frauds. Is Newlog correct?
The Miller family, who operates a musical instrument manufacturing concern, has
decided to incorporate. The three (3) members of the Miller family, Mary, Mark and
Sue, would like to become a corporation and obtain limited liability; however, taxation
at the corporate level would be very costly for them. If possible, Mary Miller would
rather be taxed as a partnership. Mark Miller is worried about the additional paperwork
and meetings that incorporation would surely bring. Sue Miller does not want a large
board of directors to be formed. Sue fears that the board would somehow detract from
the family goals and orientation the business has always enjoyed. In light of these
concerns, is there a corporate form that would better suit the Miller family?