Provide a brief explanation of negligence (including its four elements) in the space below Metropolitan Paper Company (MPC) is a small socially conscious manufacturer of a variety of consumer paper goods most notably toilet paper owned by the Davenport family. MPC, located in Michigan, has a modest-sized factory and distribution area but has been looking for opportunities to expand their organization. At the beginning of the 2021 calendar year, Eliza Grapid, the disreputable general manager of MPC, had been tasked with identifying different options for increasing the companys revenue. Eliza immediately instructed employees to dump all trash (including recyclable items!) into the woods behind the factory in an effort to eliminate their expensive trash removal service. In the spring of 2020, the Bolonavirus (commonly known in social media as BO-20) began rapidly spreading across the United States and the nation quickly experienced a drastic and dramatic shortage of toilet paper. Eliza, whose personal motto is carpe diem, saw the nationwide toilet paper shortage as the answer she was looking for and decided to seize the day by markedly increasing MPCs production of toilet paper. Despite the fact that increased costs would put a financial strain on their customers during an already difficult market, she also tripled the price per roll of toilet paper in an effort to increase the companys profits. After the mandated quarantine period, MPC employees began returning to work at the factory in shifts to ensure that employees were able to maintain the prescribed 7-foot social distance from each other. Eliza, caring more about profits than employee safety, did not institute all of the necessary safety precautions for MPCs staff. Jong Lee and Jorge Johnson were MPCs lead production specialists, in charge of the companys machinery and assembly line. Although Jong knew it wasnt the right thing to do, he frequently snuck out of work while still on the clock to visit the local food truck, El Pollo Loco. Jorge didnt think it was fair - and feeling a bit malicious - decided to send an email to all employees in the MPC directory. Knowing how mindful Jong was about his reputation, Jorge stated: Jong wears the same exact clothes to work everyday and only washes them once a week. Jorge snickered to himself as he hit the send button. One day, while working on the factory floor, Jong who was known as the company prankster as a result of the frequent jokes played on colleagues used a face mask as a slingshot and launched a roll of toilet paper at Jorge in an effort to make him laugh. Although Jong meant no harm, the roll hit Jorge square in the face, took him by surprise, and he tumbled backwards hitting one of the machines. Birdie Bashful, the companys compliance officer, saw Jorges accident and as she ran to assist Jorge, she slipped on a puddle of hand sanitizer that had leaked out of one of the many dispensers and hit the floor with a loud thud. Jong called 9-1-1.

1. Provide a brief explanation of negligence (including its four elements) in the space below
Metropolitan Paper Company (MPC) is a small socially conscious manufacturer of a variety of
consumer paper goods most notably toilet paper owned by the Davenport family. MPC, located in
Michigan, has a modest-sized factory and distribution area but has been looking for opportunities
to expand their organization. At the beginning of the 2021 calendar year, Eliza Grapid, the
disreputable general manager of MPC, had been tasked with identifying different options for
increasing the companys revenue. Eliza immediately instructed employees to dump all trash
(including recyclable items!) into the woods behind the factory in an effort to eliminate their
expensive trash removal service.
In the spring of 2020, the Bolonavirus (commonly known in social media as BO-20) began rapidly
spreading across the United States and the nation quickly experienced a drastic and dramatic
shortage of toilet paper. Eliza, whose personal motto is carpe diem, saw the nationwide toilet
paper shortage as the answer she was looking for and decided to seize the day by markedly
increasing MPCs production of toilet paper. Despite the fact that increased costs would put a
financial strain on their customers during an already difficult market, she also tripled the price per
roll of toilet paper in an effort to increase the companys profits. After the mandated quarantine
period, MPC employees began returning to work at the factory in shifts to ensure that employees
were able to maintain the prescribed 7-foot social distance from each other. Eliza, caring more
about profits than employee safety, did not institute all of the necessary safety precautions for
MPCs staff.
Jong Lee and Jorge Johnson were MPCs lead production specialists, in charge of the companys
machinery and assembly line. Although Jong knew it wasnt the right thing to do, he frequently
snuck out of work while still on the clock to visit the local food truck, El Pollo Loco. Jorge didnt
think it was fair - and feeling a bit malicious - decided to send an email to all employees in the
MPC directory. Knowing how mindful Jong was about his reputation, Jorge stated: Jong wears the
same exact clothes to work everyday and only washes them once a week. Jorge snickered to
himself as he hit the send button.
One day, while working on the factory floor, Jong who was known as the company prankster as a
result of the frequent jokes played on colleagues used a face mask as a slingshot and launched a
roll of toilet paper at Jorge in an effort to make him laugh. Although Jong meant no harm, the roll
hit Jorge square in the face, took him by surprise, and he tumbled backwards hitting one of the
machines. Birdie Bashful, the companys compliance officer, saw Jorges accident and as she ran
to assist Jorge, she slipped on a puddle of hand sanitizer that had leaked out of one of the many
dispensers and hit the floor with a loud thud. Jong called 9-1-1 to report the injuries. As the
ambulance arrived and the EMTs were carrying Jorge and Birdie out on stretchers, Jorges
husband, Tyrone, arrived at MPC to bring him lunch. Jong yelled Hey Tyrone, oh no, watch out!
Jorge is bleeding from the head! Tyrone, upset at the sight of an injured Jorge, screamed and
collapsed to the ground. The EMTs took out a third stretcher and whisked everyone away to the
hospital.
Eliza, who was extremely upset by the days events, called Jong into her office to discuss his
behavior. She locked the office door, telling him that he would not be leaving the office until he
promised to end her pranking ways. While sequestered in the office, Eliza received a call from

2. Blaze Bananas, the President of Any State University (ASU) and her long-time pickleball archrival,
to discuss MPCs contract with the university. MPC supplies ASU with toilet paper for the
restrooms. Blaze explained to Eliza that ASU was running dangerously low on its supply of toilet
paper and felt that staff members were stealing rolls from the restrooms. As Blaze was chatting
with Eliza, she was secretly filling up big garbage bags with toilet paper to take home to ensure
that her own family didnt run out.
Eliza explained to Blaze that given the current status of the pandemic and increased demand for
toilet paper, she could not make any guarantees on MPCs ability to ship out the next order of toilet
paper as scheduled. However, she promised that she would do the best she could to have toilet
paper shipped out soon. She angrily told her that if MPC could not hold up its end of the
agreement, then she might find another supplier who could and angrily ended the call. Blaze then
proceeded to polish her pickleball championship trophies. The sales contract between ASU and
MPC is as follows:
This contract for the sale of goods is between Metropolitan Paper Company organized under the
laws of the State of Michigan, and Any State University (ASU) organized under the laws of Any
State.
Metropolitan Paper Company agrees to sell a total of 1,000 rolls of toilet paper at $1.00 per unit to
Any State University per month. Delivery of the 1,000 rolls of toilet paper to be made to Any State
University on or before the 1
st
of each month.
The parties agree as follows:
Sale of Goods. The Seller shall sell to the Buyer and the Buyer shall purchase from the Seller the
goods set forth on Exhibit A (the Goods) in the quantities and at the prices stated in Exhibit A.
Unless otherwise stated in Exhibit A, the Buyer shall pay all taxes and third-party expenses
imposed on, in connection with, or measured by the transaction contemplated by this agreement in
addition to the prices set forth on Exhibit A.
Invoices; Payment. Unless otherwise stated in Exhibit A, payment for the Goods is due within 30
days of the date of the Sellers invoice, which date will not be before the date of the Sellers delivery
of the Goods. The Buyer shall pay a delinquency charge of the lesser of (1) 1% per month and (2)
the highest rate allowed under applicable law on all overdue amounts until the amounts are paid.
Delivery; Title; and Risk of Loss. Unless otherwise stated in Exhibit A, the Seller shall deliver
the Goods FOB the Buyers facility in Any State, and title to and risk of loss of the Goods will pass
to the Buyer upon such delivery by the Seller. The Seller will be liable for any losses, damages,
penalties, or expenses for failure to meet any delivery date.
Warranty. The Buyer acknowledges that it has relied on the statements or representations of the
Seller with respect to the quality or condition of the Goods. The Buyer acknowledges that it has
relied solely on the investigations, examinations, and inspections confirmed by the Seller. Buyer
waives its right to formal documentation of the Goods performance.
Limitation of Liability. The Seller will not be liable for any indirect, special, consequential, or
punitive damages (including lost profits) arising out of or relating to this agreement or the
transactions it contemplates (whether for breach of contract, tort, negligence, or other form of
action) and irrespective of whether the Seller has been advised of the possibility of any such
damage. In no event will the Sellers liability exceed the price the Buyer paid to the Seller for the

3. specific Goods provided by the Seller giving rise to the claim or cause of action.
Limitation of Actions. No action arising out of or relating to this agreement or the transactions it
contemplates may be commenced against the Seller more than 12 months after the basis for such
claim could reasonably have been discovered.
Governing Law and Designation of Forum. (a) The laws of the State of Michigan (without giving
effect to its conflicts of law principles) govern all matters arising out of or relating to this agreement
and the transactions it contemplates, including, without limitation, its interpretation, construction,
validity, performance (including the details of performance), and enforcement.
Force Majeure. The Seller will not be liable for delays in performance or for non-performance due
to unforeseen circumstances or causes beyond the Sellers reasonable control.
Assignment; Delegation. The Buyer may not assign any of its rights under this agreement or
delegate any performance under this agreement, except with the prior written consent of the
Seller. Any purported assignment of rights or delegation of performance in violation of this section
is void.
Recovery of Expenses. In any adversarial proceedings between the parties arising out of this
agreement or the transactions it contemplates, the prevailing party will be entitled to recover from
the other party, in addition to any other relief awarded, all expenses that the prevailing party
incurs, including legal fees and expenses.
Two weeks later, Blaze sent Eliza an email asking about the status of the toilet paper shipment.
Eliza assured Blaze that MPCs production team was hard at work and she hoped to be able to
ship the toilet paper within the next two weeks. Without responding to Elizas last email, Blaze
immediately contacted another supplier to place an order.
Since its founding in 2000, the Davenport family has operated MPC as a sole proprietorship. Upon
their parents retirement, siblings Reign and Sunny Davenport became the new owners of the
company. Although they bicker frequently and usually have opposing viewpoints, Reign and
Sunny agree that operating as a sole proprietorship has major disadvantages and are seeking to
restructure the company. Reign wants to ensure that his 1965 Ford Mustang and vacation home in
the Florida Keys is safe from creditors and Sunny seeks to protect her prized collection of cat
statues. They both agree that avoiding double taxation is ideal and they also want to maintain
equal control of the business and share equally in the profits of their growing toilet paper empire.
While Sunny doesnt care about taxation, Reign wants his tax liabilities to flow through to each of
them individually. If one of them passes away, they do want to ensure that the business does not
dissolve as a result.
Reign and Sunny call upon MPCs corporate attorney, known as Sharkey due to his somewhat
unethical business practices, for guidance and advice on how to best proceed with reorganizing
the business. Sharkey recognized that all of their needs are important and also advised that they
will want to ensure that the ownership of the company is easily transferable. Given the
characteristics described by Reign and Sunny, Sharkey advised that either a general partnership,
limited liability company, or a corporation would be the best choice for MPCs reorganization. Since
Sharkey knew that neither Reign nor Sunny reviewed the legal bills before paying them, he more
than doubled his fees on their bills to take advantage of their carelessness.