Wilkes v. Springside Nursing Home, Inc.:The Backstory

As it appears in most casebooks, the Wilkes v. Springside Nursing Home, Inc. case tells the story of a falling-out among the shareholders in a closely-held corporation and the resulting freeze-out of one of the owners, Mr. Stanley Wilkes. The opinion indicates that the heart of the dispute arose out of Mr. Wilkes’s refusal to allow the sale of a piece of corporate property (the “Annex” at 793 North Street) to one of the other shareholders, Dr. Quinn, at a discount. In real life, that transaction did indeed cause a significant rift in the shareholders’ relationship, but, as this article discusses, it was really more like the straw that broke the camel’s back than the primary cause of their altercation. The seeds of the dispute were planted well before the Annex was sold to Dr. Quinn. The unhealthy dynamic that had developed among the shareholders and which eventually resulted in Stanley Wilkes being frozen out of the business had been festering for a long time. The complicated relationship among the shareholders was informed by the somewhat unsavory reputation of Dr. Quinn, the country club “get along” attitude of Messrs, Riche and Connor, and the moral rectitude of Mr. Wilkes. To appreciate how it all came about, the Author sketches out the backgrounds of the players in this drama and describes the plot in more detail

Symposium: Current Issues in Community Economic Development: Foreword: Entrepreneurship, Race, and the Current Environment for Community Economic Development

On March 30, 2007, the Western New England College School of Law and the School of Business jointly hosted the second annual academic conference on Current Issues in Community Economic Development, sponsored by the Western New England College Law and Business Center for Advancing Entrepreneurship. The Conference promotes the two primary goals of the Law and Business Center: (1) to provide technical legal and business assistance to entrepreneurs and (2) to sponsor educational and outreach events focused on entrepreneurship and economic development. The Law and Business Center is a unique resource in Western Massachusetts. The combination of legal and business expertise sets the Law and Business Center apart, allowing it to provide services that other support organizations are unable to deliver

FOREWORD—ESTABLISHING A FIRM FOUNDATION FOR THE SMALL LAW PRACTICE

On March 26, 2014, the Western New England Law Review sponsored a symposium entitled Firm Foundations: Managing the Small Firm and Individual Practitioner. The symposium presentations provided perspectives on the often-overlooked world of small firm practice. A few influential books about the state of legal education and the future of the legal profession prompted public outcry from bar associations across the country to weigh in on the perceived problems of American legal education. The debate has resulted in some real changes in law school programs. Legal education is in the midst of major changes. For decades, law schools have been unique among university-based professional schools in the degree of disconnection between the academic program and the profession for which students were ostensibly being trained. Law schools must do a better job of preparing their students for practice in the small firm setting, but being aware of the challenges is a necessary first step in doing something about them. This symposium is a very good second step

RURAL LOW-INCOME HOUSING AND MASSACHUSETTS CHAPTER 40B: A PERSPECTIVE FROM THE ZONING BOARD OF APPEALS

The Massachusetts Low and Moderate Income Housing Act ( Act ) was enacted in 1969 to promote the construction of lowincome housing in restrictively zoned Massachusetts communities. It seeks to achieve its goal by providing a builder\u27s remedy which, in effect, overrides local zoning ordinances. The local Zoning Board of Appeals ( ZBA ), in deciding whether to issue a Comprehensive Permit under the Act, must evaluate the local and regional need for low-to moderate-income housing and weigh that need against local concerns over health, safety, design, and open space conservation. This Article examines the difficulty of applying the Act in rural towns. First, it focuses on the role that the Act asks ZBAs to play in the approval process. Next it examines two issues arising in the application of the Act to rural communities: the determination of the region when there is no obvious city/suburb relationship, and the assessment of the need for low-to moderate-income housing in the region and the locality. The Article discusses how different results may be obtained if need is informed by an in-place approach to housing policy as opposed to a mobility relief approach. The Article concludes that public discussion about the Act\u27s goals and the extent to which non-discriminatory local ordinances should receive deference deserve to be part of the public dialogue on housing policy

Foreword: Entrepreneurism in a Flat, Green, Cash-Strapped World

On October 17, 2008, the Western New England College School of Law and School of Business jointly hosted the third annual Conference on Entrepreneurship and Community Economic Development (Conference). The Conference was sponsored by the Western New England College Law and Business Center for Advancing Entrepreneurship (Law and Business Center or Center) as one of its many educational outreach efforts and service projects. This issue of the Western New England Law Review provides a record of the Articles that were presented at the Conference. The Law and Business Center offers students an outstanding opportunity to apply, expand, and refine their knowledge and skills in entreprenuership and business development. Our goal is to educate legal and business professionals who are prepared both to assist entrepreneurs and to become entrepreneurs themselves. The two main objectives of the Law and Business Center are: (1) to provide legal and business technical assistance for entrepreneurs; and (2) to sponsor educational and informational events focused on entrepreneurship and economic development. The flagship program of the Center is the Small Business Clinic (Clinic), which has been in operation for more than five years. During that time, the Clinic has served over one hundred businesses on projects dealing with both business and legal matters

Learning Business Law by Doing It: Real Transactions in Law School Clinics

This Article discusses the business clinic movement and how legal educators view them as being an excellent vehicle for inculcating the values and practices that business lawyers hold dear. Business clinics may help students better appreciate the challenges of business lawyering, which they sometimes misunderstand as merely a forms practice. The Author believes that by putting students in the middle of real transactions, they gain a deeper understanding of the subtleties of making a transaction come together

The Document Package Exam as a Teaching Tool

This Article discusses an exam technique that uses realistic hypothetical corporations to test on course material. These fact scenarios are more enjoyable for the students to complete than traditional exams. In addition, the technique helps the Author achieve important pedagogical goals. Students are given a document package composed of corporate articles of incorporation, bylaws, SEC filings, a Standard & Poors Company report, financial statements, and a trust indenture, for example. They have a few weeks before the end of the term to digest the material. They understand that in order to answer the take-home exam questions completely they will have to master the documents. This Article discusses the pros and cons of this testing method

Financial Holding Company Liability After Gramm-Leach-Bliley

This Article examines the extent to which financial holding companies formed under the Gramm-Leach-Bliley Act (GLB Act) will bear the costs of the failure of their bank subsidiaries. Pre-GLB Act banking law provided numerous ways to impose liability on bank holding companies for bank failure. The GLB Act itself added some provisions dealing with holding company liability, providing protections for receivers of failed institutions and adding ammunition to the regulators\u27 source of strength theory for imposing liability on bank holding companies, and, by extension, on financial holding companies. But despite tinkering at the edges, the GLB Act did not provide a comprehensive new approach to resolving failed banking institutions. Instead, the GLB Act is essentially an overlay on top of the existing bank holding company act. Resolution of failed banks will continue to be conducted primarily under the pre-GLB Act regime, but changes in the financial services industry may change the application of those resolution techniques. Passed as it was during a time of strong performance in the banking sector, it is perhaps not surprising as a political matter that the GLB Act is silent on an issue that will not arise again until the next period of banking industry distress. This Article discusses the modest changes to the bank resolution scheme implemented by the GLB Act and raises some unanswered questions about the resolution of failed banks in the GLB Act era. It concludes by suggesting that the goals of the failed bank resolution process ought to be clarified and the rules of the process spelled out and respected