Potential court case notes.

Standing to invoke the court requires a legally recognized injury, traceable to the person alleged to have caused the injury.

This means a claim of violation of a term (or terms) of a contract is what the adversarial case is going to be about. Specifically:

E. MAINTENANCE OF HOMESITE
Residents must maintain their homesite and all sheds, carports, garages and improvements thereon at their sole expense in a clean, neat and attractive condition, as determined by Management in its discretion.

HALE v. HENKEL, 201 U.S. 43 (1906)
Upon the other hand, the corporation is a creature of the state. It is presumed to be incorporated for the benefit of the public. It receives certain special privileges and franchises, and holds them subject to the laws of the state and the limitations of its charter. Its powers are limited by law. It can make no contract not authorized by its charter. Its rights to act as a corporation are only preserved to it so long as it obeys the laws of its creation.

Inchoate Interrogatory

Meeting notes etc.

Standing Notes

H/T Marc Stevens

Standing is the same wherever you go, the important elements are (1) the violation of a right, a legal injury; and (2) damage.  The only “authority” one should need is to look at the Declaration of Independence for the only reason for the establishment of an American government:

“We hold these truths to be self-evident, that all men are created equal, that they are endowed by their Creator with certain unalienable Rights, that among these are Life, Liberty and the pursuit of Happiness. — That to secure these rights, Governments are instituted among Men, deriving their just powers from the consent of the governed…” (Emphasis mine)

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(1) the government was established/instituted for one purpose i.e., to secure/protect rights;

(2) the courts being a part of the government have the same singular purpose i.e., to secure/protect rights;

(3) the courts’ jurisdiction has one purpose i.e., to secure/protect rights;

(4) Standing to invoke, or invoking a court’s jurisdiction requires the allegation a right has been, or is being violated.

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“The plaintiff must show that he himself is injured by the challenged action of the defendant.  The injury may be indirect, see United States v. SCRAP, 412 U.S. 669, 688, 93 S.Ct. 2405, 2416, 37 L.Ed.2d 254 (1973), but the complaint must indicate that the injury is indeed fairly traceable to the defendant’s acts or omissions.  Simon v. Eastern Ky. Welfare Rights Org., 426 U.S. 26, 41-42, 96 S.Ct. 1917, 1925-1926, 48 L.Ed.2d 450 (1976); O’Shea v. Littelton, 414 U.S. 488, 498, 94 S.Ct. 669, 677, 38 L.Ed2d 674 (1974); Linda R. S. v. Richard D., 410 U.S. 614, 617, 93 S.Ct. 1146, 1148, 35 L.Ed.2d 536 (1973).”  Vil. of Arlington Hts. v. Metro Housing Dev., 429 U.S. 252, 262.

https://www.justia.com/business-operations/
Small Business
Contracts

Contract law affects nearly every business. Contracts might formalize agreements between a business and its clients, other businesses, or the owners themselves. Many people do not realize that a contract can exist between two parties even if nothing is in writing. Although there are some exceptions, once the four elements of a contract are satisfied, there may be an enforceable and binding contract, regardless of whether the terms were reduced to paper.

Some types of contracts are subject to additional requirements or restrictions. Commercial leases and other agreements for real property are one type of contract that must be in writing to be enforced, as are most contracts that are worth a large amount of money. Meanwhile, governmental contracts have their own particularities.

Business Disputes

Even in the course of a business’ normal operation, disputes with another company may arise. One of the most common business disputes is breach of contract. Depending on the circumstances of the dispute, an owner may attempt to resolve it through a formal process, such as litigation, mediation, or arbitration. Other times, a dispute can be handled with a simple demand letter, direct negotiation between company representatives, or communication via each party’s legal counsel.
https://www.justia.com/business-operations/

What does it mean to “pierce the corporate veil”?

"Piercing the corporate veil" is a legal term of art that refers to holding a business owner, officer, or director personally liable when they have engaged in wrongful conduct, such as failing to maintain the required separation between the individual and the corporate entity.
https://www.justia.com/business-operations/faqs/#q12

Common Areas of Dispute

While business conflicts can arise from virtually any type of arrangement or element of your entity, certain areas of conflict are more common than others, and it is important for owners to be aware of these potential avenues for disputes so that they can do their best to prevent them. Any business working with suppliers, contractors, purchasers, or other business partners runs the risk of disputes arising from contract disagreements. This may occur because one party does not receive the products to which it believes it is entitled, or another feels that it was not paid the proper price for its services. Parties may find themselves disagreeing on the specifics of the contract arrangement, or how long it was intended to last. In all of these situations, breach of contract claims, or similar arguments, may arise.

Another common area of dispute is with customers or consumers who may be unhappy with an experience or service they were provided, or who may feel that the product they purchased was not up to the standard they expected. Businesses provide certain implied warranties on products when they are provided to consumers, and when these warranties are breached, and harm is caused, claims can arise.
https://www.justia.com/business-operations/business-disputes/

Preventing and Resolving Disputes

If, despite these best efforts, business owners find themselves anticipating a dispute, and possible litigation, there are several routes available for those who wish to avoid the expense of the courtroom. Small businesses may seek to rely on small claims court procedures for resolving outstanding bills, debts, or employment issues when damages are limited. Additionally, there is an emerging focus on the use of collaborative practices to avoid the courtroom altogether. Parties involved in this approach can retain the use of lawyers who specialize in a collaborative focus and will work with the parties to encourage negotiation and settlement, rather than adversarial litigation. Collaborative practice often works well in disputes arising between parties who have had a long and productive business relationship.

https://www.justia.com/business-operations/business-disputes/

Litigation, Mediation and Arbitration

During the course of running a business, it is extremely likely that business owners and managers will find themselves involved in a dispute of some sort. Suppliers or purchasers may allege a breach of contract, an employee may feel that he or she was wrongly treated or unfairly terminated, or shareholders and officers may find themselves in a dispute over how a business should be run. In these circumstances, parties to the dispute have several options for how to try to resolve their differences, including litigation, mediation, and arbitration. Each has its own advantages and disadvantages.
Litigation

Litigation is one of the most frequently utilized forms of dispute resolution. It involves going before a judge or jury to resolve claims that one party has against another. For small businesses, this may take place in a small claims court proceeding involving only the parties and a judge. For larger corporations, litigation can involve retaining lawyers to navigate the dispute and can often result in years of court proceedings and significant time and cost. If your business is involved in a highly contentious dispute worth a great deal of money, litigation may be your only avenue for relief if it is unlikely that a middle ground can be reached. However, before resorting to litigation, it is important to make an honest evaluation of your likelihood of success and the damages that you would obtain from your claim, as compared to the money and time you will expend in the courtroom.

Mediation

Because of the significant downsides to litigation, mediation has become an increasingly appealing alternative to spending months or years embroiled in legal proceedings. Mediation is a process that uses a neutral third party to help negotiate a dispute between two parties and reach a resolution that both can be comfortable with. Mediation can occur in conjunction with litigation, and some courts require parties to attempt mediation, or it can be an alternative to try before proceeding with a legal complaint in court.

Mediation is generally voluntary and involves the use of one individual, often a former judge, who familiarizes himself or herself with the nature of the dispute and each party’s arguments, and then attempts to move both parties toward an amicable resolution. Information provided in mediation cannot be used in later court proceedings, and thus mediation presents a safe and neutral ground for hashing out the details of a case. While the actual mediation may initially take place over a period of eight to ten hours in a day, if the dispute is not immediately resolved, many mediators will continue to work with both parties over the course of weeks and months, even after litigation begins, to attempt to reach a resolution.

Arbitration

Arbitration is similar to mediation in that it is a process that attempts to resolve disputes outside the courtroom. However, unlike mediation, arbitration is considered binding on both parties. This means that, although arbitration seeks to avoid the adversarial nature of litigation, it is legally binding in the same way that a court decision would be. While mediation may involve the informal presentation of facts and arguments to a mediator, arbitration involves the more formal presentation of an argument, along with rules as to evidence and procedure. Additionally, arbitrations are typically conducted by three arbitrators, rather than one. In most arbitrations, each party will select one arbitrator, and those two arbitrators will together select the third member. Decisions are then made by a majority vote of the panel. While arbitration is less common among smaller parties, it is increasingly popular for large companies because the decisions of arbitration panels can often be designated as confidential.

https://www.justia.com/business-operations/business-disputes/litigation-mediation-and-arbitration/

Primary Holding
Standing depends on a plaintiff being able to establish a concrete and imminent injury.
Lujan v. Defenders of Wildlife, 504 U.S. 555 (1992)
https://supreme.justia.com/cases/federal/us/504/555/

Lujan  v.  Defenders  of  Wildlife,  504  U.S.  555,  560–61  (1992)  (explaining  that  the constitutional minimum of standing contains three elements: (1) an injury in fact (2) that is  both  fairly  traceable  to  the  defendant  and  (3)  that  a  favorable  decision  will  redress); accord Bennett  v.  Spear,  520  U.S.  154,  162  (1997).

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Arbitrary & Capricious Notes.

actions either are arbitrary and capricious, constitute an abuse of discretion, or are otherwise not in accordance with law, then their action should be set aside.

In the field of Law, an Arbitrary decision is defined as a decision based on random choice or personal whim.

Willful and unreasoning action, without consideration and regard for facts and circumstances presented . . . bad faith or failure to exercise honest judgment. -Black’s Law Dictionary

Capricious means to be subject to whim; impulsive and unpredictable.

Together “Arbitrary and Capricious” refers to:

A willful and unreasonable action without consideration or in disregard of facts or law or without determining principle.  -Black’s Law Dictionary

A  judge may rule that decisions are “arbitrary and capricious” for several reasons including:

• • There was a clear error of judgment.
  • Or, there was an absence of a rational connection between the facts found and the choice made.
  • As well as the action was not based upon consideration of relevant factors.
  • Additionally there may be an abuse of discretion.
  • And also the action was not in accordance with the law, or taken without the required legal procedures.

ARBITRARY AND CAPRICIOUS

Absence of a rational connection between the facts found and the choice made. Natural Resources. v. U.S., 966 F.2d 1292, 97, (9th Cir.'92). A clear error of judgment; an action not based upon consideration of relevant factors and so is arbitrary, capricious, an abuse of discretion or otherwise not in accordance with law or if it was taken without observance of procedure required by law. 5 USC. 706(2)(A) (1988).

When a judge makes a decision without reasonable grounds or adequate consideration of the circumstances, it is said to be arbitrary and capricious and can be invalidated by an appellate court on that ground. There is, however, no set standard for what constitutes an arbitrary and capricious decision; what appears arbitrary to one judge may seem perfectly reasonable to another.

Example: Paul and Myra, both in their mid-30s, are involved in a disputed custody case. Both parents are fit to have custody of the child, so the judge must review all relevant information and decide what is in the best interest of the child. Myra raised the fact that when Paul was 16, he pleaded guilty to possessing marijuana. Based solely on Paul's previous conviction, the judge awarded custody to Myra. Paul appealed, arguing that the judge's decision was arbitrary and capricious, that his conviction nearly 20 years earlier was irrelevant, and that there is no reasonable basis to support the decision. The appellate court judges will make the decision.