Teaching the Law School Curriculum - Institute for Law Teaching ...

Business Associations 11
the student with the money some basic questions like “What are you going to do with the money?” and “Are you
worried about anything as you sit there with $100,000?” Eventually I get the students to see the interplay of Klein
and Coffee’s four “deal points” — risk, return, control, and duration. As the class develops, I have the “money”
student and the “skills” student shake hands and go into business selling futons to college kids. The money student
contributes the $100,000 in exchange for half of the profits, and the skills student contributes hard work
and genius for the other half. After this simple handshake, we proceed to discuss what kind of business association
has been formed. This is a nice introduction to the indeterminacy of some business association doctrines. I
keep the hypo vague in important particulars — so the two may have formed a partnership, or a sole proprietorship
where the skills student has borrowed the money, or a sole proprietorship where the money student has
hired the other as a manager.
I started using this hypo when I first taught the course and used the Hamilton book, which starts with a similar
hypo. While I am not currently using the Hamilton materials, I still use the furniture store hypo because it
is quite homey and easy for the students to get a handle on. I return to the furniture store hypo throughout the
course as different areas of corporations doctrine are covered.
I do this for a couple of reasons. First it is fun. Using props like the wad of fake bills and the phony diploma
on the first day breaks the ice nicely and makes students open to the idea that the course might be enjoyable. Second,
asking the two students a series of questions about what they want to get out of the deal in terms of economic
and non-economic payoffs, and the worries they have about the business they are about the embark upon,
gives them some comfort that they have at least an intuitive grasp of important business ideas.
Eric Gouvin, Western New England College School of Law
For a number of years, I have introduced the course with a newspaper article that chronicles a legal battle over
a local brew pub. The students’ familiarity with the establishment and the article’s coverage of several issues discussed
in the course make it a more effective way to stimulate discussion than a faceless hypothetical.
The article profiles a closely held business in which there is a falling out between two of the founders (who
are brothers) and the third founder. The author of the article inadvertently creates a wonderful point of entry by
referring to the business at one point as a partnership and elsewhere as a shareholder’s agreement. I begin the
discussion by asking whether it matters if the business is a partnership or a corporation, which naturally leads
into a treatment of the legal differences between the two. The problems among the partners involve fairly classic
examples of management disagreements and the Meinhard v. Salmon type of fiduciary duty issues.
Eric Lustig, New England School of Law
I occasionally use props in class. One role-playing exercise was a class business making footballs. So, I brought
in a big, leather UT football. I then wrote all over the football the ideas students had raised in class about entity
characteristics (in the form of the participants’ needs and wants in founding the business enterprise) and brought
it back to class periodically over the term when it became relevant to the class discussion.
Joan Heminway, The University of Tennessee College of Law
On the first day of class I introduce students to the corporations course by explaining the syllabus, assignments,
preparation and participation requirements, exam, and my methodology for covering the course materials.
Afterwards, I distribute a short set of corporate bylaws. I instruct the class to close their books, set down their
pencils, and read the bylaws. A few minutes later I ask them what they thought. The usual response is that the
bylaws are unintelligible and indigestible. I assure them that although the bylaws are incomprehensible today, by
the end of the course they will understand every word and concept contained in them. I then suggest that an excellent
measure of how much they have learned in the course is to reread the bylaws before they begin to study