Gale Encyclopedia Of American Law 3Rd Edition Volume 6 P37 pot

and file or record it in the appropriate govern- ment office, so that her title and credit reports no longer show the encumbrance. CROSS REFERENCE Title Search. LIFE ESTATE An estate whose duration is limited to the life of the party holding it, or some other person. LIFE IN BEING A phrase used in the common-law and statutory rules against perpetuities, meaning the remaining duration of the life of a person who is in existence at the time when the deed orwill takes effect. The courts developed the rule during the seventeenth century in order to limit a person’s power to control the ownersh ip and possession of property after dea th, and to ensure the transferability of property. CROSS REFERENCE Rule Against Perpetuities. LIFE OR LIMB The phrase within the Fifth Amendment to the U.S. Constitution, commonly known as the Double Jeopardy Clause, that provides, “nor shall any person be subject for the sam e offence to be twice put in jeopardy of life or limb,” pursuant to which there can be no second prosecution after a first trial for the same offense. The words life or limb are not interpreted strictly; they apply to any criminal penalty. CROSS REFERENCE Double Jeopardy. LIFO An abbreviation for last in, first out, a method used in inventory accounting to value the merchandise of a particular business. LIFO assumes that the last GOODS purchas ed are the first sold and, as a result, those items that remain unsold in the inventory at the end of the year are assumed to be those which were purchased first. CROSS REFERENCE FIFO. LIFT To raise; to take up. To lift a PROMISSORY NOTE (a written com- mitment to pay a sum of money on a certain date) is to terminate the obligation by paying its amount. To lift the bar of the STATUTE OF LIMITATIONS is to remove, by some sufficient act or acknowl- edgment, the obstruction that it interposes. For example, some states will no t permit an action to be instituted on a debt owed after ten years from the date of the debt. This is a ten-year statute of limitations. If the debtor acknowl- edges in writing that he or she owes the debt and will pay it on a certain date, this conduct lifts the bar of the statute of limitations so that the debtor can be sued on the debt for another ten years. LIGAN Goods cast into the sea tied to a buoy, so that they may be found again by the owners. When goods are cast into the sea in storms or shipwrecks and remain there, without coming to land, they are distinguished by the names of jetsam, flotsam, and ligan. LIMITATION A qualification, restriction, or circumspection. In the law of property, a limitation on an estate arises w hen its duration or quality is in some way restricted. For example, in the conveyance, “Owner conveys BLACKACRE to A until B leaves the country,” A’s estate is limited, since A is given Blackacre for only a specified length of time. LIMITATIONS OF ACTIONS Statutes restricting the right to bring suit on certain civil causes of action or criminal prosecutions, which provide that a suit may not be commenced unless it is brought within a designated period after the time that the right to sue accrued. CROSS REFERENCE Statute of Limitations. LIMITED Restricted in duration, extent, or scope; confined. Limited liability is the rule that the owners or shareholders of a corporation cannot usually GALE ENCYCLOPEDIA OF AMERICAN LAW, 3RD E DITION 348 LIFE ESTATE be sued as individuals for corporate actions unless they are involved in FRAUD or criminal conduct. Limited is also a designation following the name of a corporation that indicates its corporate and limited liability status; it is abbreviated Ltd. It is found most commonly after British and Canadian corporate names, although it is sometimes used in the United States. LIMITED LIABILITY COMPANY A noncorporate business whose owners actively participate in the organization’s management and are protected against personal liability for the organization’s debts and obligations. The limited liability company (LLC) is a hybrid legal entity that has both the character- istics of a corporation and of a partnership. An LLC provides its owners with corporate-like protection against personal liability. It is, however, usually treated as a noncorporate business organization for tax purposes. History The LLC is a relatively new busin ess form in the United States, although it has existed in other countries for some time. I n 1977 Wyoming became the first state to enact LLC legislation: it wanted to attract capital and created the statute specifically for a Texas oil company (W.S. 1977 § 17-15-101 et seq., Laws 1977, ch. 158 § 1). Florida followed with its own LLC statute in 1982 (West’s F.S.A. § 608.401, Laws 1 982, c. 82-177 § 2). At this point states had little incentive to form an LLC because it remained unclear whether the INTERNAL REVENUE S ERVICE (IRS) would treat an LLC as a partnership or as a corporation for tax purposes. In 1988 the IRS issued a ruling that an LLC in Wyoming would be treated as a partnership for tax purposes. This allowed the taxable profits and losses of an LLC to flow through to the LLC’s individual owners; unlike a typical corporation, an LLC would not be taxed as a separate business organization. After the 1988 IRS ruling, nearly every state in the United States enacted an LLC statute, and the LLC now is a widely recognized busine ss form. Many legal issues concerning the LLC are still developing, however. In 1995 the COMMISSIONERS ON UNIFORM LAWS approved the Uniform Limited Liability Company Act. It was amended in 1996. Unlike other UNIFORM ACTS related to business entities, such as the Uniform Partnership Act, the uniform law governing LLCs has not been influential. As of 2003 only eight states and the U.S. Virgin Islands had adopted the uniform law; the remaining states have drafted their own laws. Formation State law govern s the creation of an LLC. Persons form an LLC by filing required documents with the appropriate state authority, usually the SECRETARY OF STATE. Most states require the filing of ARTICLES OF ORGANIZATION. These are considered public documents and are similar to ARTICLES OF INCORPORATION, which establish a corporation as a legal entity. The LLC usually comes into existence on the same day the articles of organization are filed and a filing fee is paid to the secretary of state. The minimum inform ation requ ired for the articles of organization varie s from state to state. Generally, it includes the name of the LLC, the name of the person organizing the LLC, the duration of the LLC, and the name of the LLC’s registered AGENT. Some states require additional information, such as the LLC’s business purpose and details about the LLC’s membership and management structure. In all states an LLC’s name m ust include words or phrases that identify it as a limited liability company.Thesemaybethespecificwords Limited Liability Company or one of various abbreviations of those words, suc h as LL C or Ltd. Liability Co. Structure The owners of an LLC are called members and are similar in some respects to shareho lders of a corporation. A member can be a natural person, a corporation, a partnership, or another legal association or entity. Unlike corporations, which may be fo rmed by only one shareholder, LLCs in most states must be formed and managed by two or more members. LLCs are therefore unavailable to sole proprietors. In addition, unlike some CLOSELY HELD,orS, corporations, which are allowed a limited number of shareholders, LLCs may have any number of members beyond one. GALE ENCYCLOPEDIA OF AMERICAN LAW, 3RD E DITION LIMITED LIABILITY COMPANY 349 Generally, state law outlines the required governing structure of an LLC. In mos t states members may manage an LLC directly or delegate management responsibility to one or more managers. Managers of an LLC are usually elected or appointed by the members. Some LLCs may have one, two, or more managers. Like a general partner in a limited partnership or an officer in a corporation, an LLC’s manager is responsible for the day-to-day management of the business. A manager owes a duty of loyalty and care to the LLC. Unless the members consent, a manager may not use LLC property for personal benefit and may not compete with the LLC’s business. In addition, a manager may not engage in self-dealing or usurp an LLC’s business opportunities, unless the members consent to a transaction involving such activity after being fully informed of the manager’sinterest. Operating Agreement Nearly every LLC maintains a separate written or oral operating agreement, which is generally defined as the agreement between the members that governs the affairs of the LLC. Some states call an operating agreement regulations or a member control agreement. Although some states do not require an operating agree ment, nearly all LLCs create and maintain a written document that details their management structure. The operating agreement typically provides the procedures for admitting new members, outlines the status of the LLC upon a member’s withdrawal, and outlines the procedures for dissolution of the LLC. Unless state law restricts the contents of an operat ing agreement, mem- bers of an LLC are free to structure the agreement as they see fit. An LLC can usually amend or repeal provisions of its operating agreement by a vote of its members. Membership Interests A member of an LLC possesses a membership interest, which usually includes only an eco- nomic interest. A membership interest is considered PERSONAL PROPERTY and may be freely transferred to nonmembers or to other mem- bers. The membership interest usually does not include any right to participate in the manage- ment of the LLC. Accordingly, if a member assigns or sells a membership interest to another person, that other person typically receives only the right to the assigning member’s share of profits in the LLC. Persons who receive a membership interest are not able to participate as voting members or managers unless they are admitted as new members. State law and an LLC’s operating agreement or articles of organization provide the circum- stances under which a person may be admitted as a new member. These circumstances vary. Usually the admission of a new member requires the consent of existing members, and in most cases the consent must be unanimous. In some cases the articles of organization do not allow for admission of new members. In others the recipient of a membership interest may be automatically admitted as a new member. Member Contributions Members of an LLC contribute capital to the LLC in exchange for a membership interest. There is no minimum amount of capital contribution, and members usually can contrib- ute cash, property, or services. By default, the total amount of a member’s capital contribution to an LLC determines the member’svotingand financial rights in the LLC. In other words, unless an LLC’s operating agreement provides for a different arrangement, the profits and losses of the LLC are shared proportionally in relation to the members’ contributions to the LLC. For example, if a member’s capital contributions constitute 40 percent of an LLC’s capital, that member typically has a 40 percent stake in the LLC and has more voting power than a member with a 20 percent interest. A member may promise a future contribu- tion to an LLC in exchange for a membership interest. If the member later fails to make the contribution, the LLC generally may enforce the promise as a contract or sell the member’s existing interest to remedy the failure. Distributions of profits or assets to members are usually governed by an LLC’s operating agreement. Most state LLC laws do not require distributions to member s other than when a member withdraws or terminates membership. Members vote to determine all aspects of distributions to members, including amount and timing. Because a member’s share of any distribution or loss depends on the member’s share of all capital contributions to an LLC, the LLC maintains records of each member’s capital contribution. GALE ENCYCLOPEDIA OF AMERICAN LAW, 3RD E DITION 350 LIMITED LIABILITY COMPANY Liability State LLC statutes specifically provide that members of an LLC are not personally liable for the LLC’s debts and obligations. This limited liability is similar to the liability protection for corporate shareholders, partners in a limited partnership, and partners in a LIMITED LIABILITY PARTNERSHIP . Under certain circumstances, how- ever, a member may become personally liable for an LLC’s debts. An individual member is generally person- ally liable for his or her own torts and for any contractual obligations entered into on behalf of the member and not on behalf of an LLC. In addition, a member is personally liable to a third person if the member personally guaran- tees a debt or obligation to the third person. A person who incurs debts and obligations on behalf of the LLC prior to the LLC’s formation is jointly and severally liable with the LLC for those debts and obligations. Members may also become personally liable for an LLC’s debts or obligations under the “piercing-the-corporate-veil” theory. This doctrine imposes personal liability upon cor- porate shareholders and applies primarily if a corporation is undercapitalized, fails to follow corporate formalities, or engages in FRAUD. Although the law of LLCs is still developing, piercing the corporate veil is likely applicable to an LLC that fails to follow the legal formalities required to manage the LLC. LLC statutes in Colorado, Illinois, and Minnesota specifically apply the corporate veil-piercing theory to LLCs. A member is generally considered an agent of an LLC and thus may bind the LLC for the debts and obligations of the business. When a member has apparent or actual authority and acts on behalf of an LLC while carrying on the usual business of the LLC, the member binds the LLC. If a third person knows that the member is not authorized to act on behalf of the LLC, the LLC is generally not liable for the member’sunautho- rized acts. Some states also limit a member’s authority to act as an agent of an LLC. Records and Books Many LLC statutes require an LLC to maintain sufficient books and records of its business and management affairs. This requirement varies from state to state. The books and records generally detail the members’ contributions to the LLC, the LLC’s financial and tax data, and other financial and management information. Like a partnership’s books, an LLC’s books generally must be kept at the LLC’s principal place of business, and each member must have access to and must be allowed to inspect and copy the books upon reasonable demand. Taxation Prior to 1997, the IRS generally treated an LLC as a partnership for federal INCOME TAX purposes. If an LLC is taxed as a partnership, its members are taxed only on their share of the LLC profits. Any gains, losses, credits, and deductions flow through the LLC to the members, who report them as income and losses on their personal TAX RETURN. The IRS developed a system for determining whether an LLC was formed more like a corporation or more like a partnership. Under prior regulations, if the IRS determined that the LLC’s operation was more sim ilar to a corpora- tion, the LLC is taxed as a corporation, meaning that both the LLC and its members were taxed. Specifically, the IRS observed whether the LLC had such characteristics as limited liability, centralized management, free transferability of interests, and continuity of life. However, the IRS passed regulations in 1996, effective in 1997, that allowed LLC members to elect whether the company is a corporation or a partnership for taxation purposes, 26 C.F.R. § 301.7701-3 (2002). The regulations, known as “check-the-box” regula- tions, generally freed LLC owners from worry- ing about whether their method of operation would require them to pay corporate taxes instead of partnership taxes. Accordingly, many LLCs may operate similar to a corporation (centralized management with member own- ers), yet the members may enjoy taxes that flow through the entity. Member Withdrawal Members may withdraw from an LLC unless the operating agreement or articles of organization limit their ability to do so. A member must usually provide to the LLC written notice that he or she intends to withdraw. If a withdrawal violates the operating agreement, the withdraw- ing member may be liable to the other members or the LLC for damages associated with it. State law frequently sets forth the circumstances under which a member may withdraw from an LLC. GALE ENCYCLOPEDIA OF AMERICAN LAW, 3RD E DITION LIMITED LIABILITY COMPANY 351 In many states a member may withdraw only if he or she provides six months’ written notice of the intent to withdraw. In a few states, an LLC cannot prevent a member’swithdrawal. A member who withdraws is usually entitled to a return of his capital contribution to an LLC, unless the withdrawal is unauthorized. Some LLCs instead pay a withdrawing member the FAIR MARKET VALUE of his or her membership interest. The operating agreement typically provides for the method and manner of payment of a withdrawing member’s interest. State law also governs those issues. Dissolution Dissolution means the legal end of an LLC’s existence. In most states an LLC legally dissolves upon the death, disability, withdrawal, BANK- RUPTCY , or expulsion of a member. These occurrences are generally called disassociations. Other circumstances that bring about dissolu- tion include bankruptcy of the LLC, a court order, or the fulfillment of the LLC’s stated period of duration. Most states provide for the continuation of an LLC after the disassociation or withdrawal of a member. Continuation after a member’s disassociation usually requires the remaining members’ unanimous consent. Some states require that the articles of organization or operating agreement allow for the continuation of the business after a member’s disassociation. Some states allow an LLC’s articles of organiza- tion or operating agreement to require the continuation of the business after a me mber’s dissociation even if the remaining members do not provide unanimous consent. If an LLC dissolves, state law and the LLC’s operating agreement usually outline the process for winding up the LLC’s business. In this process the LLC pays off its remaining creditors and distributes any remaining assets to its members. The LLC’s creditors receive priority. Although members may be creditors, they are not creditors in determining the members’ distributive shares of any remaining assets. After the LLC pays off its creditors, and only then, it distributes the remaining assets to its members, either in proportion to the members’ shares of profits or under some other arrange- ment outli ned in the operating agreement. After an LLC winds up its business, most states require it to file articles of dissolution. FURTHER READINGS Callison, J. William, and Maureen A. Sullivan. 1994. Limited Liability Companies: A State-by-State Guide to Law and Practice. Eagan, MN: West. Casey, Robert R. 1996. “Planning for Entity Choice after the ‘Check-the-Box’ Regulations.” American Law Institute- American Bar Association Continuing Legal Education. Ribstein, Larry E., and Robert R. Keatinge. 2005–2009. Ribstein and Keatinge on Limited Liability Companies. Eagan, MN: West. Whynott, Philip P. 1999. The Limited Liability Company. Costa Mesa, CA: James. Wolf-Smith, Risa L., and Robert R. Keating. 1994. “Start with Limited Partnership Agreement.” Journal of Limited Liability Companies 1 (summer). LIMITED LIABILITY PARTNERSHIP A form of general partnership that provides an individual partner protection against personal liability for certain partnership obligations. The limited liability partnership (LLP) is essentially a ge neral partnership in form, with one important difference. Unlike a general partnership, in which individual partners are liable for the partnership’s debts and obliga- tions, an LLP provides each of its individual partners protection against personal liability for certain partnership liabilities. In 1991 Texas enacted the first LLP statute, largely in response to the liability that had been imposed on partners in partnerships sued by government agencies in relation to massive savings and loan failures in the 1980s. The Texas statute protected partners from personal liability for claims related to a copartner’s negligence, error, omission, incompetency, or malfeasance. It also permanently limited the personal liability of a partner for the errors, omissions, incompe- tence, or negligence of the partnership’semploy- ees or other agents. By the mid-1990s, at least twenty-one states and the DISTRICT OF COLUMBIA had adopted LLP statutes. The limit of an individual partner’sliability depends on the scope of the state’sLLP legislation. Many states provide protection only against tort claims and do not extend protection to a partner’s own negligence or incompetence or to the p artner’s involvement in supervising wrongful conduct. Other states provide broad protection, including protection against contractual claims brought by the partnership’s creditors. For example, Minne- sota en acted an expansive LLP statute in 1994. This piece of legislation provided that a partner in an LLP was not liable to a creditor or for GALE ENCYCLOPEDIA OF AMERICAN LAW, 3RD E DITION 352 LIMITED LIABILITY PARTNERSHIP any obligation of the partnership. It further provided, however, that a partner was person- ally liable to the partnership and copartners for any breach of duty, and also allowed a creditor or other claimant to p ierce the limited liability shield of a partner in the same way a claimant may pierce the corporate veil of a corporation and personally sue an individual me mber of the corporation. In states that recognize L LPs, a partnership qualifies as an LLP by registering with the appropriate state authority and fulfilling vari- ous requirements. Some states require proof that the partnership has obtained adequate liability insurance or has adequate assets to satisfy potential claims. All states require a filing fee for registration and also require that an LLP include the words Registered Limited Liability Partnership or the abbreviation LLP in its name. A partnership that renders specific profes- sional services may form an LLP and register as a profession al limited liability partnership (PLLP). A PLLP is generally the same as an LLP except that it is an association solely of professionals. Each state specifies the qualify- ing professions for a PLLP. This business form is typically available to attorneys, physi- cians, architects, dentists, engineers, and accountants. New York’s LLP statute restricts eligibility solely to partnerships that render professional services. FURTHER READINGS American Law Institute–American Bar Association (ALI- ABA) Committee on Continuing Professional Educa- tion. 1996. Partnerships, LLCs, and LLPs: Uniform Acts, Taxation, Drafting, Securities, and Bankruptcy. Vol. 1. Philadelphia: ALI-ABA. Bromberg, Alan, and Larry Ribstein. 1995. Bromberg and Ribstein on Limited Liability Partnerships and the Revised Uniform Partnership Act. Frederick, MD: Aspen. Callison, J. William. 1992. Partnership Law and Practice. Eagan, MN: West. Dickerson, Claire Moore. 1991. Partnership Law Adviser. New York: Practising Law Institute. LIMITED TEST BAN TREATY The Limited Test Ban Treaty (LTBT), some- times called the Partial Test Ban Treaty, was first signed in 1963 by the United States, the Union of Soviet Socialist Republics (U.S.S.R.), and the United Kingdom. It prohibits the testing of NUCLEAR WEAPONS in the atmosphere, underwa- ter, or in space. As the first significant arms control agreement of the COLD WAR, t he LTBT set an important precedent for future arms negotiations. The LTBT followed quic kly on the heels of the 1962 CUBAN MISSILE CRISIS,inwhichthe United States and the U .S.S.R. came to the brink of war over the Soviet Union’s place- ment of missiles in Cuba. Alarmed at the prospect of nuclear war, President JOHN F. KENNEDY, of the United States, and Premier Nikita Khrushchev, o f the Soviet Union, agreed to begin serious arms control negotia- tions. The LTBT was one of the first f ruits of these negotiations. Propon ents of the treaty claimed that it would prevent contamination of the environment by radioactive fallout from nuclear testing, slow down the arms race, and inhibit the spread of nuclear WEAPONS to other countries. Although Kennedy hailed the LTBT as a significant achievement of his presidency, he was d isappointed that he could not secure a comprehensive test ban treaty, which would have banned all forms of nuclear testing. Lacking such a ban, the superpowers and other countries with nuclear capability contin- ued to test nuclear weapons underground. However,article1,sectionb,oftheLTBT pledges that each of its signatory countries will President Kennedy ratifies the Limited Test Ban Treaty on October 7, 1963. Looking on are Sen. John Pastore, W. Averell Harriman, Sen. James Fulbright, Dean Rusk, Sen. George Aiken, Sen. Hubert Humphrey, Sen. Everett Dirksen, William Foster, Sen. Howard Cannon, and Sen. Leverett Saltonstall. BETTMANN/CORBIS. GALE ENCYCLOPEDIA OF AMERICAN LAW, 3 RD E DITION LIMITED TEST BAN TREATY 353 seek “a treaty resulting in the permanent banning of all nuclear test explosions, includ- ing all su ch explosions undergro und.” By 1973, a total of 106 countries had signed the LTBT, and by 1992, that number had grown to 119. Later test ban treaties have included the Threshold Test Ban Treaty of 1974, which prohibited nuclear tests of more than 150 kilotons (the explosive force of 150,000 tons of TNT), and the Peaceful Nuclear Explosions Treaty of 1976. Although a comprehensive test ban agreement has not yet been reached, the nuclear powers and many nations without nuclear capabilities continue to negotiate the provisions of such a treaty. FURTHER READINGS Kegley, Charles W., Jr., and Eugene R. Wittkopf. 2005. World Politics: Trend and Transformation. New York: Wadsworth. Palmer, R.R., Lloyd Kramer, and Joel Colton. 2006. A History of the Modern World. New York: McGraw-Hill. Sheehan, Michael. 1988. Arms Control: Theory and Practice. Oxford: Basil Blackwell. United States Arms Control and Disarmament Agency. 1982. Arms Control and Disarmament Agreements. Washington, D.C.: U.S. Government Printing Office. CROSS REFERENCE Arms Control and Disarmament. v LINCOLN, ABRAHAM Abraham Lincoln was the 16th PRESIDENT OF THE UNITED STATES , serving from 1861 until his ASSASSINATION in April 1865. Lincoln and his supporters preserved the Union by defeating the South in the CIVIL WAR. Lincoln was born February 12, 1809, in Hodgenville, Kentucky. In 1816 his family moved to a farm in Indiana, where he spent the rest of his childhood. He attended school for less than a year and gained most of his education by reading books. In 1828 and 1831 he made flatboat trips down the Mis- sissippi River to take produce to New Orleans. On these trips he was first exposed to the institution of slavery. In 1830 his family moved to Decatur, Illinois. He left his family in 1831 and moved to New Salem, Illinois, where he worked at various jobs and continued his self-education. He began to study law, then was sidetracked by political ambitions. Abraham Lincoln 1809–1865 ▼▼ ▼▼ 18001800 18751875 18501850 18251825 ◆ ◆ ◆ ◆ ◆◆ ◆ ◆ ❖ ❖ 1809 Born, near Knob Creek, Ky. 1820 Missouri Compromise allowed slavery in Missouri, but not elsewhere west of the Mississippi River or north of 36˚30' 1828 Made first of two trips to New Orleans; first exposure to slavery 1836 Admitted to Illinois bar 1834–41 Served in Ill. state legislature 1847–49 Served in U.S. House 1854 Kansas-Nebraska Act repealed Missouri Compromise 185 8 Lincoln- Douglas debates: Douglas won reelection to Senate, but Lincoln gained national fame 1861–65 U.S. Civil War 1861–65 Served as U.S. president 1865 Shot by John Wilkes Booth five days after Civil War ended; died in Washington, D.C. 1865 13th Amendment abolished slavery 1863 Emancipation Proclamation took effect 1868 14th Amendment gave citizenship rights to former slaves Abraham Lincoln. PAINTING BY DOUGLAS VOLK. LIBRARY OF CONGRESS GALE ENCYCLOPEDIA OF AMERICAN LAW, 3 RD E DITION 354 LINCOLN, ABRAHAM In 1832 he ran for the state legislature as a member of the WHIG PARTY. He aligned himself with the views of Whig party leader HENRY CLAY, who served as a U.S. senator from Kentucky. Like Clay, Lincoln promised to use the power of the government to improve the life of the people he represented. During the 1832 cam- paign, the Black Hawk War erupted in southern Illinois. Lincoln enlisted in the local militia and was elected captain. Though he served for ei ghty days, he never saw battle. His service in the military distracted him from his campaign for the legislature, and he lost his first election. In 1834 he was elected to the state legislature. He was reelected in 1836, 1838, and 1840. John T. Stuart, a fellow legislator and also a lawyer, was impressed with Lincoln’s intellectual and oratorical abilities and encour- aged him to practice law. In the fall of 1836, Lincoln was admitted to the Illinoi s bar, and in 1837 he became Stuart’s law partner in Spring- field, Illinois. In 1841 the pair dissolved their partnership and Lincoln began a new partner- ship with Stephen T. Logan. By 1844 that arrangement had dissolved and Lincoln took William H. Herndon as a partner. Lincoln was a hardworking attorney who over the years represented railroad companies and other business entities. By the 1850s he had argued many times before the Illinois Supreme Court and various federal courts. However, his interest in politics continued. In 1847 he was elected to the U.S. House of Representatives as a member of the Whig party. His one brief term in this office was detrimental to his career, for his opposition to the Mexican War and his stand on several other issues were received unfavorably by his constituents. He did not seek reelection in 1848, choosing instead to work on the presidential campaign of ZACHARY TAYLOR. After Taylor’s victory Lincoln was severely disappointed when he failed to receive a prominent presidential appointment. He abandoned politics and devoted his ener gies to his law practice in Springfield. Events involving slavery soon drew Lincoln back into the political arena. The passage in 1854 of the KANSAS-NEBRASKA ACT infuriated Lincoln. Senator STEPHEN A. DOUGLAS, of Illinois, a Democrat and rival of Lincoln’s, had drafted this legislation, which revoked the MISSOURI COMPROMISE OF 1820. The repeal meant that the settlers of Kansas and Nebraska could allow slavery to exist if they so wished. This was intolerable to Lincoln and many antislavery Whigs and Democrats. Lincoln took to the political stump again, railing against slavery and the congressional actions that had placed the issue at the forefront of national policy. The Whig party fell apart over the slavery question. In 1856 Lincoln joined others opposed to slavery from both the Whig and Democrat parties, in the newly formed REPUBLICAN PARTY.He quickly rose to prominence. The Republicans chose him as their candidate in the 1858 senatorial race against Douglas. The campaign was marked by a series of seven brilliant debates between the two contenders. Lincoln advocated loyalty to the Union, regarded slavery as unjust, and was opposed to any further expansion of slavery. He opened his campaign by declaring, “‘A house divided against itself cannot stand.’ I believe this government cannot endure perma- nently half slave and half free.” Lincoln lost the election owing to an unfavorable apportionment of legislative seats in Illinois. (At that time U.S. senators were elected by a vote of the state legislature.) Though Republicans garnered larger numbers of votes, Douglas was reelected. Despite the Senate loss, Lincoln’s national reputation was enhanced by his firm antislavery position. He was urged to run for president in 1860. At the Republican National Convention in Chicago in May 1860, Lincoln defeated William H.Sewardforthenomination.Asplitinthe DEMOCRATIC PARTY led to the fielding of two Democratic candidates, John C. Breckenridge and Douglas. This split enabled Lincoln easily to defeat his rivals, including JOHN BELL,headofthe Constitutional Union party. He would be easily reelected in 1864. By the time Lincoln took his oath of office in March 1861, seven Southern states had seceded from the Union and had established the CONFEDERATE STATES OF AMERICA. Jefferson Davis was elected president of the new government. Lincoln wished to find a solution short of war that would preserve the Union, but there were few options. When Lincoln allowed supplies to be sent to Fort Sumter, a Union base on an island outside Charleston, South Carolina, the new Confederate government seized the oppor- tunity to interpret this as an act of war. On April 12, 1861, Fort Sumter was attacked by Confed- erate forces, and the Civil War began. Lincoln’s initial actions against this act of aggression included drafting men for military service, approving a blockade of the Southern WHENEVER I HEAR ANYONE ARGUING FOR SLAVERY ,IFEEL A STRONG IMPULSE TO SEE IT TRIED ON HIM PERSONALLY . —ABRAHAM LINCOLN GALE ENCYCLOPEDIA OF AMERICAN LAW, 3RD E DITION LINCOLN, ABRAHAM 355 states, and suspending the WRIT of HABEAS CORPUS . His troop request led to the secession of Virginia, North Carolina, Tennessee, and Arkansas. Suspending habeas corpus effectively curtailed civil liber ties, as persons who were suspected of being Southern sympathizers could be held in custody indefinitely. All these actions were taken by EXECUTIVE ORDER, in Lincoln’s capacity as commander in chief, because Congress was not in session at the time. During the early stages of the war, the North suffered great losses, particularly at Bull Run. A succession of Union generals failed to achieve military success. Not until General ULYSSES S. GRANT emerged in 1863 as a strong and successful military leader did the Union army begin to achieve substantial victories. In 1864 Lincoln named Grant the commander of the Union army. In April 1865 General Robert E. Lee surrendered his Confederate army to Grant at Appomattox, Virginia, signaling the end of the war. Lincoln fought the Civil War to preserve the Union, not to end slavery. Though he was personally opposed to slavery, he had been elected on a platform that pledged to allow slavery to remain where it already existed. However, wartime pressures drove Lincoln toward emancipation of the slaves. Military leaders argued that an enslaved labor force in the South allowed the Confederate states to place more soldiers on the front lines. By the summer of 1862, Lincoln had prepared an EMANCIPATION PROCLAMATION , but he did not want to issue it until the Union army had better fortune on the battlefield. Otherwise the proclamation might be seen as a sign of weakness. The Union army’s victory at Antietam encouraged the president to issue on The Lincoln Assassination: Conspiracy or a Lone Man’s Act? O n April 14, 1865, President Abra- ham Lincoln was assassinated at Ford’s Theater in Washington, D.C. Five days earlier, Confederate General Robert E. Lee had surrendered to Union troops. John Wilkes Booth, a well-known actor, Confederate sympathizer, and spy, has gone down in history as the lone assailant of Lincoln. However, Booth was killed by federal soldiers before he could be brought to trial. Eyewitnesses at Ford’s Theater identified Booth as the man who shot the president at point-blank range with a single bullet to the back of the head. But Booth’s exact motive in the killing was never established. In the wake of the first ASSASSINATION of a U.S. president, eight of Booth’s associates were charged as conspirators. All eight were convicted. However, since then, some modern theories have downplayed the roles of Southern radicals in the conspiracy. Some historians have even pointed fingers at the Republicans, Lincoln’s own party. Shortly before his death, Lincoln announced his RECONSTRUCTION policy for restoring the United States. He advocated “malice toward none, charity for all.” However, more than a handful of Confederates distrusted Yankee politics. Confederate plots to kill the president or kidnap him had certainly existed long before April 1865. Lincoln appeared unconcerned about the threats, however, and refused to heed the advice of his advisers to take fewer risks in his public appearances. “What does anybody want to assassinate me for?” Lincoln once asked. “If anyone wants to do so, he can do it any day or night, if he is ready to give his life for mine. It is nonsense.” Booth fled Ford’s Theater immedi- ately after killing Lincoln and headed for refuge in the South. The Union cavalry, after a massive manhunt (announced throughout the nation), cornered Booth at the Garrett farm, his hiding spot in Virginia. Soldiers shot him through the neck leaving him partially paralyzed. Booth somehow managed to exit the barn when it was set on fire. He died at the feet of federal officers on the morning of April 26. In somewhat mysterious fashion, Booth’s “diary” (actually an 1864 date- book), was recovered from the site of his death. Booth wrote a running commen- tary, in scattered detail, on his plans before he shot Lincoln, and the develop- ments of his final days. He wrote:“For six months we had worked to capture. But our cause, being almost lost, something decisive & great must be done. But it’s failure was owing to others, who did not strike for their country with a heat. I struck boldly and not as the papers say.” Booth even described himself as a savior, claiming, “Our country owed all her trouble to him, and God simply made me the instrument of his punishment.” Booth’s diary would not be used directly as evidence in the trial of others with whom GALE ENCYCLOPEDIA OF AMERICAN LAW, 3RD E DITION 356 LINCOLN, ABRAHAM September 22, 1862, a preliminary proclama- tion that slavery was to be abolished in areas occupied by the Confederacy effective January 1, 1863. The wording of the Emancipation Proclamation on that date made clear that slavery was still to be tolerated in the border states and areas occupied by Union tro ops, so as not to jeopardize the war effort. Lincoln was uncertain that the U.S. Supreme Court would uphold the constitutionality of his action, so he lobbied Congress to adopt the THIRTEENTH AMENDMENT , which totally abolished slavery. Lincoln’s writing and speaking skills played a vital part in maintaining the resolve of the Northern states during the war and in preparing the nation for the aftermath of the war. In 1863, at Gettysburg, Pennsylvania, Lincoln delivered his poignant Gettysburg Address at the dedica- tion of a national cemetery for soldiers who had died at the bloody battleground. The speech summarized the tragic and human aspects of Gettysburg and distilled Lincoln’sresolveto protect the Union. At his second inauguration, in March 1865, Lincoln reached out to the South as the end of the war approached. He proclaimed, “With malice toward none; with charity for all.” Even before the war ended, Lincoln began to formulate a plan for RECONSTRUCTION, which included the restoration of Southern state governments and the amnesty of Confederate officials who vowed loyalty to the Union. These proposals met fierce opposition in Congress, as the Radical Republicans sought harsher treat- ment for the South and its supporters. The war ended on April 9, 1865, but Lincoln did not have a chance to fight for his Reconstruction proposals. He was shot in the head on April 14 by John Wilkes Booth during the performance of a play at Ford’s Theatre, in Washington, D.C. He died the next day. After lying in state in the Capitol, his body was returned to Springfield for burial. he had allegedly conspired. Instead, it is a primary piece of evidence to support the argument that Booth acted alone. Boo th’squickdeathwithnotrial left many in the nation questioning the circumstances surrounding the murder of the North’s beloved leader. Federal investigators subsequently singled out eight Southern civilians who had, by varying accounts, associ ated with Booth at a boarding house in Maryland. The eight we re held as prisoners, accused o f assisting in the crime of the century. David Herold, Lewis Payne, George Atzero dt, Michael O’Laughlin, Samuel Arnold, Dr. Samuel Mudd, Edward Spangler, and Mary E. Surratt were charged as traitors and conspirators in a plot to kill Lincoln, VICE PRESIDENT ANDREW JOHNSON , SECRETARY OF STATE William H. Seward and General ULYSSES S . GRANT. Lincoln’s secretary of war, EDWIN M. STANTON, had conducted most of the criminal investigation. Based on the charges he developed, former Confeder- ate President Jefferson Davis was directly implicated, but not tried, in the assassi- nation plot. Stanton and Attorney Gen- eral JAMES SPEED subsequently put together a nine man military commission of seven generals and two colonels from the Union Army to sit in judgment. All nine of the appointed officers were staunch Republicans. In the trial of the suspects, the prosecution relied heavily on t he testi- mony of one i ndividual in particular, Louis Weichmann . Weichmann had been closely acquainted with most of the conspirators and had first learned of their plot, according to his testimony, at a Maryland boarding house run by Mary Surratt. The accounts Weichmann gave primarily implicated Surratt and a country doctor, Samuel Mudd. The defense noted that Weichmann had not reported any of the alleged activity at the boar ding house until after the assassination. However, the evidence to which Weichmann led investigators, particularly a boot of Booth’swiththe inscripti on “J. Wilkes,” found at the home of Dr. Mudd, appeared to seal the fate of the eight defendants. On June 29 the commission met behind closed doors to consider the evidence. They deliberated for two days and then sentenced four prisoners to death and four to imprisonment and hard labor. On July 7 Surratt was the first to be led to the gallows. Atzerodt, Herold, and Payne also received the death penalty. Though four people were sent to their deaths and four to prison for the crime, historians continue to debate the conspiracy to kill Lincoln. One boo k thatstirredmuchdiscussiononthe subject wa s Ot to Eisenschiml’s Why Was Lincoln Murdered?, published in 1937. Eisenschiml postulated that S tanton and a group of Northern industrialists plot- ted the death of Lincoln to secure the interests of radical Re publicans who were bent on the takeover of the newly restored Union. That theory, however, has been largely re butted by other historians. FURTHER READINGS Coyle, Marcia. 2002. “History with a Sept. 11 Twist; Heirs Attack Action by Army Tribunal in Lincoln’s Killing.” The National Law Journal 24 (April 29): A1. Guttridge, Leonard F., and Ray A. Neff. 2003. Dark Union: The Secret Web of the Profiteers, Politicians, and Booth Conspira- tors that Led to Lincoln’s Death. New York: Wiley. Johnson, James H. 2001. “The Trial of the 19th Century: Vengeance Trumped the Rule of Law in the Lincoln Conspiracy Case.” Legal Times 24 (June 3): 28. GALE ENCYCLOPEDIA OF AMERICAN LAW, 3RD E DITION LINCOLN, ABRAHAM 357 . limited number of shareholders, LLCs may have any number of members beyond one. GALE ENCYCLOPEDIA OF AMERICAN LAW, 3RD E DITION LIMITED LIABILITY COMPANY 349 Generally, state law outlines the. made me the instrument of his punishment.” Booth’s diary would not be used directly as evidence in the trial of others with whom GALE ENCYCLOPEDIA OF AMERICAN LAW, 3RD E DITION 3 56 LINCOLN, ABRAHAM September. H. 2001. “The Trial of the 19th Century: Vengeance Trumped the Rule of Law in the Lincoln Conspiracy Case.” Legal Times 24 (June 3): 28. GALE ENCYCLOPEDIA OF AMERICAN LAW, 3RD E DITION LINCOLN,