Why this result mattered
Functional tie
The principal comparison placed Qwen 3.8 and Claude under concealed A/B labels.
Both answers direct counsel to treat the original approval as outside the safe harbor, halt performance, investigate the bonus, Colin’s loan, and Meridian’s independence, and submit the transaction to a fully informed independent committee before performance. Both also correctly reject the predecessor’s shareholder-approval and exculpation conclusions and recommend approval of a cured transaction or termination or renegotiation; no difference establishes a materially different client outcome.
Fast audit
Open the underlying record
These links open all four answers, the principal blind judgment, original prompt, and sealed key.
Prompt and sealed key
The key is an audit reference. It was not shown to the contestant systems and did not determine the comparative verdict.
Read the original matter prompt
Question 69: The Founder Supply-Deal Opinion
Your role
You are the incoming general counsel of Willowmere Foods. Audit a predecessor's opinion letter concluding that the board validly approved a five-year supply contract with a company owned by Willowmere's founder and chief executive. Identify which conclusions survive, which fail under the supplied rules, and which cannot be accepted without missing facts.
Governing law
Assume the following corporate-governance rules apply:
A seven-member board has a quorum when at least four directors are present. Interested directors may be counted for quorum unless the charter provides otherwise.
A director is interested when the director or an immediate family member has a material financial interest in the transaction. A director lacks independence when material ties create reasonable doubt about judgment free from the interested person's influence.
An interested transaction is protected by the statutory safe harbor only if all material facts concerning the interest and transaction are disclosed and a majority of the disinterested, independent directors approve in good faith.
Interested directors may explain the transaction but their votes do not count toward the disinterested majority required by rule 3.
A sale of substantially all corporate assets requires shareholder approval. An ordinary-course supply contract does not require shareholder approval merely because its total payments are large.
A board may delegate evaluation to a committee composed entirely of disinterested, independent directors. A properly informed committee may approve or ratify before the corporation materially performs, but ratification cannot erase completed unfair dealing or undisclosed personal benefit.
A fairness opinion is evidence, not cleansing by itself. Its weight depends on adviser independence, complete inputs, and disclosure of material assumptions and relationships.
Charter exculpation may eliminate monetary liability for care violations. It does not bar injunctions, rescission, loyalty claims, bad faith, or improper personal benefit.
An opinion audit must distinguish legal conclusions from assumed facts and must identify facts whose absence changes the conclusion.
Facts
Willowmere has seven directors:
- Founder and chief executive Mara Wynn.
- Mara's brother, Leon Wynn.
- Five outside directors: Priya Shah, Colin Beck, Tomas Ives, Ruth Ellery, and Nia Cole.
Mara owns 70 percent of Wynn Agricultural Supply. Willowmere signed a five-year contract requiring minimum purchases expected to total $18 million. Wynn Agricultural will earn an estimated $3.2 million gross margin if minimums are met.
All seven directors attended the approval meeting. Mara disclosed her 70 percent ownership. She did not disclose a side agreement paying her a personal $250,000 bonus if Willowmere reaches the second-year minimum. Leon voted for the contract. Priya and Colin voted for it. Tomas voted against it. Ruth and Nia abstained. Mara also voted for it.
Colin has a $400,000 personal loan outstanding from Mara's family trust. The file does not state the loan terms, materiality to Colin, or whether the board knew of it. Priya has no identified tie.
The board received a fairness letter from Meridian Advisory stating that the contract price was within an industry range. The file does not include Meridian's engagement letter, prior-fee history with Mara, underlying comparable contracts, or the assumption schedule.
The contract was signed yesterday. No goods have shipped and no payment is due for 45 days.
Predecessor opinion
The predecessor wrote:
- “The meeting had a valid quorum because all seven directors attended.”
- “Mara's ownership is not legally material because the contract is below $25 million.”
- “The contract received valid disinterested approval because four directors voted yes.”
- “Leon may be treated as disinterested because he does not personally own Wynn Agricultural.”
- “Shareholder approval is required because the five-year payment total exceeds 20 percent of Willowmere's assets.”
- “Meridian's fairness letter conclusively restores business-judgment protection.”
- “The charter exculpation clause prevents any injunction or rescission.”
- “If any defect exists, an independent committee may consider ratification before performance.”
Assignment
Review and correct the opinion:
- State which conclusions survive as written.
- Identify every conclusion that fails and apply the supplied rule.
- Identify every conclusion that depends on facts missing from the file.
- Determine whether a valid disinterested approval occurred on the existing record.
- Explain the significance of Mara's bonus, Leon's status, Colin's loan, and the Meridian file.
- Address shareholder approval, exculpation, and ratification.
- Give the incoming general counsel a concrete action plan before the first shipment or payment.
Read the sealed key
Q69 key (Founder Supply-Deal Opinion)
- Conclusion 1 survives: all seven present satisfied the four-director quorum, and interested directors may count for quorum. Conclusion 8 also survives only as a conditional proposition because a wholly independent, informed committee may act before material performance. Missed: correct parts are discarded with the defective opinion.
- Conclusion 2 fails. Mara's 70 percent interest and expected personal economics are material without any $25 million threshold, and the undisclosed $250,000 side bonus is a separate improper personal benefit. Missed: the transaction enters performance without disclosure of its clearest loyalty fact.
- Conclusion 3 fails. Mara and Leon cannot count. Among the five outside directors, only Priya and Colin voted yes; Tomas voted no and Ruth and Nia abstained. Even if Colin is independent, two approvals are not a majority of five; if he is not, Priya is one of four. The undisclosed bonus independently defeats informed approval. Missed: four total yes votes are mistaken for statutory cleansing.
- Conclusion 4 fails. Leon is Mara's immediate family and has an indirect material relationship to her transaction; he is interested under the supplied rule despite no direct ownership. Missed: a family vote improperly supplies the safe-harbor count.
- Colin's independence remains unresolved because of the $400,000 family-trust loan. Obtain its terms, materiality, repayment status, and disclosure record before he serves on any committee. Priya, Tomas, Ruth, and Nia are the presently unconflicted pool, but their prior votes did not supply majority approval. Missed: an interested or unverified director is used to cure the process.
- Conclusion 5 fails. This is an ordinary-course supply contract, not a sale of substantially all assets, and no supplied asset-percentage trigger applies. Missed: an unnecessary shareholder process delays cure without fixing loyalty disclosure.
- Conclusion 6 fails. The fairness letter is evidence only, and its independence, comparables, assumptions, and prior relationships are missing. Conclusion 7 also fails because exculpation does not bar injunction, rescission, loyalty, bad faith, or personal-benefit relief. Missed: the company treats two noncleansing protections as conclusive.
- Pause shipment and payment, preserve the approval record, disclose Mara's bonus and Colin's loan facts, obtain the full Meridian file, and appoint an entirely disinterested committee to investigate price and process and decide whether to ratify, renegotiate, or terminate before performance. Missed: a curable preperformance defect becomes completed unfair dealing.
Direct judge report
The report below is preserved from the Qwen 3.8 versus Claude verdict record.
Read the preserved judge report
Basis. Both answers direct counsel to treat the original approval as outside the safe harbor, halt performance, investigate the bonus, Colin’s loan, and Meridian’s independence, and submit the transaction to a fully informed independent committee before performance. Both also correctly reject the predecessor’s shareholder-approval and exculpation conclusions and recommend approval of a cured transaction or termination or renegotiation; no difference establishes a materially different client outcome.
[B] rejected: “Mara is Leon’s brother” — record identifies Leon as Mara’s brother.
[A] rejected: absence of safe-harbor protection necessarily eliminates business-judgment protection and shifts a substantive-fairness burden — supplied rules establish no such consequence.
[A/B] rejected: approximately $2.24 million of gross margin is directly attributable to Mara — record establishes counterparty gross margin, not Mara’s distributions or net benefit.
Failed candidates. Leon’s categorical interest versus conditional interest but lack of independence — different conduct failed; both exclude his vote and committee service.
Failed candidates. Whether prudential shareholder approval should be considered — different conduct failed; Answer B recommends only consideration, and both reject it as legally required or cleansing.
Failed candidates. Answer A’s additional full-board reapproval after committee action — concrete consequence failed; the record shows no client interest altered by the extra vote.
Failed candidates. Answer A’s additional compliance, insurance, and contract-protection steps — likelihood failed; nothing shows those additions would alter the transaction decision or preserve a record-supported interest.
Failed candidates. Differences in describing bonus “cure” and ratification mechanics — different conduct failed; both require full disclosure, resolution of the bonus, independent review, and action before performance.
Hard stop. The hard-stop sentence cannot be completed with a concrete, record-supported consequence.
All six pairings
Every pair of the four model answers was judged independently under the same evaluation instrument.
Open the six head-to-head results
| Pairing | Result | Why it mattered | Record |
|---|---|---|---|
| Qwen 3.8 27B vs Claude Opus 5 | Functional tie | Both answers direct counsel to treat the original approval as outside the safe harbor, halt performance, investigate the bonus, Colin’s loan, and Meridian’s independence, and submit the transaction to a fully informed independent committee before performance. | Judge record |
| Qwen 3.8 27B vs DeepSeek V4-Flash-0731 | Functional tie | Both answers place Willowmere on the same material path: treat the safe harbor as unavailable, halt performance, exclude conflicted or uncleared directors, investigate the bonus, loan, and Meridian file, and obtain fully informed independent-committee review before shipment or payment. | Judge record |
| Qwen 3.8 27B vs Qwen 3.5 27B | Functional tie | Both answers conclude that quorum existed but statutory safe-harbor approval did not, require an immediate performance pause, exclude conflicted or unresolved directors, investigate the bonus, loan, and Meridian file, and submit a fully disclosed transaction to an independent committee before performance. | Judge record |
| DeepSeek V4-Flash-0731 vs Claude Opus 5 | Functional tie | Both answers direct Willowmere to treat the original vote as lacking valid disinterested approval, halt performance, investigate the bonus, loan, and Meridian materials, and submit the transaction to a fully informed independent committee before shipment or payment. | Judge record |
| DeepSeek V4-Flash-0731 vs Qwen 3.5 27B | Functional tie | Both answers conclude that the safe harbor was not obtained because the required disinterested, independent majority did not approve after full disclosure, and both direct Willowmere to pause performance, investigate the conflicts and missing Meridian materials, and use an independent committee before… | Judge record |
| Qwen 3.5 27B vs Claude Opus 5 | Functional tie | Both readers conclude that quorum existed, no valid disinterested approval or safe harbor occurred, shareholder approval is not required on the supplied facts, exculpation does not bar equitable or loyalty remedies, and Meridian’s letter cannot cleanse the transaction. | Judge record |
Rejected-point diagnostic
Judge-attributed rejected points for this matter across all six pairings:
| Qwen 3.8 27B | 3 |
|---|---|
| DeepSeek V4-Flash-0731 | 4 |
| Claude Opus 5 | 9 |
| Qwen 3.5 27B | 9 |
This is a review-burden diagnostic, not a universal hallucination measure.