Belonging in Ancestors and Feliks Essay Example for Free

Belonging in Ancestors and Feliks Essay Fundamentally one can only really feel a true sense of belonging for a nominal moment in time. The actual instance of belonging is intangible and not permanent. Due to this, any form of belonging will involve compromise, sacrifice and some degree of tension as different ideals compete for supremacy. We will continue to accumulate different senses of belonging and disregard the others as we grow, evolve and adapt to different situations. Due to the varying and conflicting belonging ideals, we will become frustrated and the joy of belonging may become a burden upon us at times. This frustration and momentary joy of searching for ones place of belonging are explored in Skrzynekcis Ancestors and Feliks, as well as Homecoming a novel by Cynthia Voigt. It implores the audience of these texts to relate to the happenings of the characters in the texts. The texts requires us to place ourselves in the shoes of the characters feeling their sense of connectedness, belonging and self identity through the links of family ancestors and or heritage. The poem Ancestors allows the reader to be positioned to feel the connection through our own ancestors and the attributes they bring to the forefront. They allow us to delve into the unknown or forgotten realms of our own history and allows us to draw upon these memories in order to feel content with our own sense of identity within society. It is a basic human notion of feeling as though we are not alone and we are apart of something greater then ourselves. In the poem Shrzynecki, there is an attempt to illustrate to the audience that he feels a sense of isolation in regards to the separation from his ancestors. The poem represents that without a clear understanding of our own history or ancestry we lack a clear sense of self as we are unaware of our past values, motives and/or attributes. This representation of ideas is presented through the use of metaphor and narrative voice. The Star metaphor To what star do the footprints lead? represent an unclear sense of direction the star being the focal point of navigation which demonstrates the idea that without knowledge of your ancestry we cannot be certain of our place in this world. Another prominent language feature in this poem is the use of rhetoric. The rhetorical questions of who, what, why and where represent the uncertainty of the Authors own past as there is a missing link from his ancestors and himself. The use of second person narrative voice in Ancestors, for example why do you wake positions the reader to look beyond the constraints of Skrzynekcis written words and to consider our own ancestry. A The second text Feliks illustrates to the audience that we need some type of belonging in order to fit into society. In the poem the father drew upon his memories of Poland through his garden. Skrzynekci on the other hand was unable to create a link to his heritage or the present as he was torn between the new society and his old traditions. He failed to create a solid link to either of his heritages and thus conflict is presented to Skrzynekci. This conflict is one that creates many difficulties in regards to the way Skrzynekci related to his family and friends. In the first stanza of the poem My gentle father kept pace only with the joneses of his own minds making link to the fact that his father was not affected by the outside happenings and he was the only one whom dictated the way in which he did things. This then put strain on Shrzynecki as he began to feel more and more isolated from the new society as his father was rejecting the new practices rather then assimilating. Another present language feature is the use of hyperbole. The hyperbole ten times around the world is used to exaggerate Skrzynekcis thoughts in regards to his father. Throughout the poem it is evident that Skrzynekci holds his father in high esteem and wishes not to disappoint his parents by choosing to assimilate into the Australian culture. This leaves Skrzynekci in an isolated state as he does not feel a sense of belonging to either the old or new heritage. In the novel Homecoming the theme of belonging runs throughout the entire novel. The novel tells the story of the 4 Tillerman children as they find themselves alone in their car (being abandoned by their mother), some miles from their home, in a shopping mall parking lot in Peewauket, Connecticut. The children go on a journey in order to find a place to live; a search for a home, a physical place where they can belong. They end up living with their grandmother. Through their journey in the novel they search for belonging within themselves, realizing that they are stronger as a family and that, although they have different personalities, strengths and weaknesses, they belong together. The children also struggle to see where they belong in the wider world, in society, as individuals and as a unit. It becomes apparent though the novel that family is a major symbol of belonging as within the home front the children learn this vital concept. Their Homecoming is a journey that leads them to a long-lost grandmother who remains the key to unlocking their family history and ancestry. They start to learn that families can be fragile, and that if they are not nurtured and protected, they can fall apart as in the case of their family. In regards to the contrasting of the three various texts one must position themselves both in the own realms of society and that of the author. We have to adapt to the authors context in order to fully comprehend the text and its entirety. All three texts present the themes of belonging/not belonging within themselves and society. In regards to Skrzynekcis poems we are able to understand that any link, either being that of family ancestors or even heritage creates a sense of belonging due to the link we have created to something greater than ourselves. The novel Homecoming links to the poems through the use of not belonging and the sense that Peter Skrzynekci felt and expressed through his poems. Homecoming links indirectly to Ancestors as both texts bring family and its importance to the vanguard. Homecoming and Feliks contrast as they allow the audience to become aware of different senses of belonging, such as the garden in Feliks and the mother in Homecoming. However in both instances the texts allows one to feel as though they are connected even when they feel as though there is absolutely no sense of belonging present. To conclude, all the three texts above illustrate the importance and the evolving nature of belonging. Thus the fundamental necessity to belong brings to the forefront that motivation for living, the reason for feeling placed within society and the drive for continuing growth and development on our journey through life. SUPERFLUOUS SHORT SENTENCES ARE MORE IMPACTUAL CONCISE It may be as though we are unable to really feel a true sense of belonging and the only essence that is closets to true belonging is that to oneself. This would ultimately mean that we cannot be truly be connected to anything until at the end of ones life when we reflect upon all the different places of belonging. It also brings to the vanguard that one can only really feel a sense of connectives or understanding of self if they are aware of their own history. It allows us to no longer feel isolation as we can clearly see where our ideals, motives and values originated. The language features that are present in this text demonstrate these factors and enable us as the reader to further understand the text and its meanings.

Physics of Sailing :: physics sport sports boating sail boat

The Hull of the boat is the frame which keeps the boat and its crew floating in the water. The mast is the tall pole that sits vertically near the center of the hull, the mast is what the sails are attached to to keep them suspended and straight. The boom is a large pole attached to the bottom part of the mast which is able to rotate up, down and side to side. The sails attach to the boom and the mast then the person controlling the main sail moves the boom around to change the direction and tension in the mainsail. The rudder is atached to the rear of the boat and is what essencially steers the boat (note that the rudder alone will not steer the boat exactly where you want to go in a sailboat unlike other motorboats). The most difficult part of a sail boat for most beginners to understand is the keel or centerboard. The keel of the boat does many things, it acts as a pivital point for sharp turns and "jibbing", it helps keep the boat upright by lowering the center of gravity of the boat, it works to keep the boat moving in a line of motion close to that of the direction that the boat is facing. This is because the boat is usually being pushed heavily to the side by the wind. And the keel also works to pull the boat into the direction of the wind the same way the sails do. This is a concept that I will discuss later on. The Sails: The sails of the boat are what provide the forward thrust. There can be several sails but in every sail boat there is a main sail. That is the sail which is attached to the mast and is usually the tallest sail on the boat, it is controlled by the boom and has several attachments used for slight adjustments to get the most effeciency. There is usually a "jib", a smaller sail in the front of the boat attached to a guy wire which reaches about %75 of the height of the mast or main sail. The jib provides additional forward force but is just as usefull in providing manuverability in low speed or low wind situations or moving out of a docks area. In this site I will refer only to sailboats with a standard mainsail and jib, as in the picture to the right.

Case Laws for Commercial Laws

LGEAL PERSONALITY Foss v Harbottle (1843) 67 ER 189 is a leading English precedent in corporate law. In any action in which a wrong is alleged to have been done to a company, the proper claimant is the company itself. This is known as â€Å"the rule in Foss v Harbottle†, and the several important exceptions that have been developed are often described as â€Å"exceptions to the rule in Foss v Harbottle†. Amongst these is the ‘derivative action', which allows a minority shareholder to bring a claim on behalf of the company. This applies in situations of ‘wrongdoer control' and is, in reality, the only true exception to the rule. The rule in Foss v Harbottle is best seen as the starting point for minority shareholder remedies Judgement The court dismissed the claim and held that when a company is wronged by its directors it is only the company that has standing to sue. In effect the court established two rules. Firstly, the â€Å"proper plaintiff rule† is that a wrong done to the company may be vindicated by the company alone. Secondly, the â€Å"majority rule principle† states that if the alleged wrong can be confirmed or ratified by a of members in a general meeting, then the court will not interfere, Edwards v Halliwell [1950] 2 All ER 1064 is a UK labour law and UK company law case about the internal organisation of a trade union, or a company, and litigation by members to make an executive follow the organisation's internal rules Some members of the National Union of Vehicle Builders sued the executive committee for increasing fees. Rule 19 of the union constitution required a ballot and a two third approval level by members. Instead a delegate meeting had purported to allow the increase without a ballot. Jenkins LJ granted the members' application. He held that under the rule in Foss v Harbottle the union itself is prima facie the proper plaintiff and if a simple majority can make an action binding, then no case can be brought. But there are exceptions to the rule. First, if the action is ultra vires a member may sue. Second, if the wrongdoers are in control of the union's right to sue there is a â€Å"fraud on the minority†, and an individual member may take up a case. Third, as pointed out by Romer J in Cotter v National Union of Seamen[1] a company should not be able to bypass a special procedure or majority in its own articles. This was relevant here. And fourth, as here, if there is an invasion of a personal right. Here it was a personal right that the members paid a set amount in fees and retain Salomon v A Salomon ; Co Ltd [1897] AC 22 is a landmark UK company law case. The effect of the Lords' unanimous ruling was to uphold firmly the doctrine of corporate personality, as set out in the Companies Act 1862, so that creditors of an insolvent company could not sue the company's shareholders to pay up outstanding debts. membership as they stood before the purported alterations. Facts Mr Aron Salomon made leather boots and shoes in a large Whitechapel High Street establishment. He ran his business for 30 years and â€Å"he might fairly have counted upon retiring with at least ? 10,000 in his pocket. † His sons wanted to become business partners, so he turned the business into a limited company. His wife and five eldest children became subscribers and two eldest sons also directors. Mr Salomon took 20,001 of the company's 20,007 shares. The price fixed by the contract for the sale of the business to the company was ? 9,000. According to the court, this was â€Å"extravagent† and not â€Å"anything that can be called a business like or reasonable estimate of value. † Transfer of the business took place on June 1, 1892. The purchase money the company paid to Mr Salomon for the business was ? 20,000. The company also gave Mr Salomon ? 10,000 in debentures (i. e. , Salomon gave the company a ? 10,000 loan, secured by a charge over the assets of the company). The balance paid went to extinguish the business's debts (? ,000 of which was cash to Salomon). Soon after Mr Salomon incorporated his business a series of strikes in the shoe industry led the government, Salomon's main customer, to split its contracts among more firms (the government wanted to diversify its supply base to avoid the risk of its few suppliers being crippled by strikes). His warehouse was full of unsold stock. He and his wife lent the company money. He cancelled his debentures. But the company needed more money, and they sought ? 5,000 from a Mr Edmund Broderip. He assigned Broderip his debenture, the loan with 10% interest and secured by a floating charge. But Salomon's business still failed, and he could not keep up with the interest payments. In October 1893, Mr Broderip sued to enforce his security. The company was put into liquidation. Broderip was repaid his ? 5,000, and then the debenture was reassigned to Salomon, who retained the floating charge over the company. The company's liquidator met Broderip's claim with a counter claim, joining Salomon as a defendant, that the debentures were invalid for being issued as fraud. The liquidator claimed all the money back that was transferred when the company was started: rescission of the agreement for the business transfer itself, cancellation of the debentures and repayment of the balance of the purchase money. Lee v Lee’s Air Farming Ltd [1961] AC 12 is a UK company law case, concerning the veil of incorporation and separate legal personality. The Privy Council reasserted that a company is a separate legal entity, so that a director could still be under a contract of employment with the company he solely owned. Facts Mrs Lee’s husband formed the company through Christchurch accountants, which worked in Canterbury, New Zealand. It spread fertilisers on farmland from the air, known as top dressing. Mr Lee held 2999 of 3000 shares, was the sole director and employed as the chief pilot. He was killed in a plane crash. Mrs Lee wished to claim under the Workers’ Compensation Act 1922, and he needed to be a ‘worker’, or ‘any person who has entered into or works under a contract of service†¦ with an employer†¦ whether remunerated by wages, salary or otherwise. The company was insured (as required) for worker compensation. The Court of Appeal of New Zealand said Lee could not be a worker when he was in effect also the employer. North J said[1] â€Å"the two offices are clearly incompatible. There would exist no power of control and therefore the relationship of master-servant was not created. ADVICE The Privy Council advised that Mrs Lee was entitled to co mpensation, since it was perfectly possible for Mr Lee to have a contract with the company he owned. The company was a separate legal person. Lord Morris of Borth-y-Gest said It was never suggested (nor in their Lordships’ view could it reasonably have been suggested) that the company was a sham or a mere simulacrum. It is well established that the mere fact that someone is a director of a company is no impediment to his entering into a contract to serve the company. If, then, it be accepted that the respondent company was a legal entity their Lordships see no reason to challenge the validity of any contractual obligations which were created between the company and the deceased†¦ It is said that the deceased could not both be under the duty of giving orders and also be under the duty of obeying them. But this approach does not give effect to the circumstance that it would be the company and not the deceased that would be giving the orders. Control would remain with the company whoever might be the agent of the company to exercise†¦ There appears to be no great difficulty in holding that a man acting in one capacity can make a contract with himself in another capacity. The company and the deceased were separate legal entities. Perpetual Real Estate Services, Inc. v. Michaelson Properties Facts Aaron Michaelson formed Michaelson Properties, Inc in 1981. Aaron was the sole shareholder and the corporation's president. It was a business for real estate joint ventures. It entered a joint venture with Perpetual Real Estates (forming a partnership called â€Å"Arlington Apartment Associates†) to build condominiums. As they were building, further finance was needed. Michaelson Properties Inc could not put up its share, so Perpetual loaned it $1. 05m, and got a personal guarantee from Aaron. The apartments did not turn out to be built that well. Purchasers sued the partnership successfully for $950,000. Perpetual Real Estates paid it off on the partnership's behalf. Then they sought Michaelson Properties Inc to contribute its share. It did not have the money, and went bust. So they sued Aaron to pay. He argued that Michaelson Properties, Inc was a separate legal person to him, and it was inappropriate to pierce the corporate veil. At first instance the jury held Aaron should pay. Aaron appealed. Judgment Wilkinson J noted that Virginia law had assiduously upheld the â€Å"vital economic policy† of respecting a corporation as a separate legal entity, since it underpinned the operation of vast enterprises. He emphasised that the veil would only be lifted where a defendant exercises â€Å"undue domination and control† and uses the corporation as â€Å"a device or sham†¦ to disguise wrongs, obscure fraud, or conceal crime. â€Å"[1] He said the description of the law which the jury had heard was in a â€Å"rather soggy state† and emphasised that it was not enough that â€Å"an injustice or fundamental unfairness† would be perpetrated. â€Å"The fact,† he continued, â€Å"that limited liability might yield results that seem â€Å"unfair† to jurors unfamiliar with the function of the corporate form cannot provide a basis for piercing the veil. Because there was no evidence that Aaron was attempting to defraud anybody, the veil could not be lifted. There was no â€Å"unfair siphoning of funds† when Aaron paid himself a dividend, because distribution was entirely foreseeable when the money was given, and the distribution happened well before any suit was filed. The fact that Aaron had given personal guarantees strengthened the corporate veil presumption, because the transactions recognized it existed. Veil lifting by the courts (1) Where company is a Sham or Facade Adams v Cape Industries English law has suggested a court can only lift the corporate veil when (1) construing a statute, contract or other document; (2) if a company is a â€Å"mere facade† concealing the true facts, or (3) when a subsidiary company was acting as an authorised agent of its parent, and apparently not so just because â€Å"justice requires† or to treat a group of companies as a single economic unit, in the case of tort victims, the House of Lords suggested a remedy would in fact be available. In Lubbe v Cape plc[1] Lord Bingham held that the question of proving a duty of care being owed between a parent company and the tort victims of a subsidiary would be answered merely according to standard principles of negligence law: generally whether harm was reasonably foreseeable. the decision in Yukong Line Ltd of Korea v Rendsburg Investment Corpn of Liberia (No 2) [1998] 2 BCLC 485 was timely in pointing out that creditors have no standing, individually or collectively to bring an action in respect of any such duty. Toulson J, held that a director of an insolvent company who, in breach of duty to the company, transferred assets beyond the reach of its creditors owed no corresponding fiduciary duty to an individual creditor of the company. The appropriate means of redress was for the liquidator to bring an action for misfeasance (the Insolvency Act 1986, section 212). ?Notwithstanding the logistical issue of locus standi raised by Toulson J. the question of directors’ duties to creditors again emerged in two recent decisions of the Companies Court 2) Where the company is used for a fraudulent purpose Sri Jaya Berhad v RHB Berhad The courts in Singapore thus far have been reluctant to pierce the corporate veil when called upon to do so and indicated that they would only exercise their power when called upon to do so sparingly . Re Darby, ex parte Brougham [1911] 1 KB 95 is a UK company law case concerning piercing the corporate veil. It is a clear example of the courts ignoring the veil of incorporation where a company is used to conceal a fraudulent operation. Facts Darby and Gyde were undischarged bankrupts with convictions for fraud. They registered a company called City of London Investment Corporation Ltd (LIC) in Guernsey. It had seven shareholders and issued ? 11 of its nominal capital of ? 100,000. Darby and Gyde were the only directors and entitled to all profits. The company purported to register and float a company in England called Welsh Slate Quarries Ltd, for ? 30,000. It bought a quarrying licence and plant for ? 3500 and sold this to WSQ for ? 18,000. The prospectus invited the public to take debentures in WSQ. It stated the name of LIC, but not Darby and Gyde, or the fact that they would receive the profit on sale. WSQ failed and went into liquidation. The liquidator claimed Darby’s secret profit, which he made as a promoter. Darby objected that the LIC and not him was the promoter. Judgment Phillimore J rejected the argument. LIC ‘was merely an alias for themselves just as much as if they had announced in the Gazette that they were in future going to call themselves ‘Rothschild ; Co’. They were ‘minded to perpetrate a very great fraud’ __________________________ Creation of Agency (1) Actual Authority The doctrine of estoppel comes into play here to prevent a principal from asserting to a third party that the agent has authority when in fact he does not, and then subsequently the principal seeks to renege on an agreement on the basis that the agent never had actual authority. In law, apparent authority refers to the authority of an agent as it appears to others,[3] and it can operate both to enlarge actual authority and to create authority here no actual authority exists. [4] The law relating to companies and to ostensible authority are in reality only a sub-set of the rules relating to apparent authority and the law of agency generally, but because of the prevalence of the issue in relation to corporate law (companies, being artificial persons, are only ever able to act at all through their human agents), it has developed its own specific body of cas e law. However, some jurisdictions use the terms interchangeably. In Freeman and Lockyer v Buckhurst Park Properties (Mangal) Ltd [1964] 2 QB 480 the director in question managed the company's property and acted on its behalf and in that role employed the plaintiff architects to draw up plans for the development of land held by the company. The development ultimately collapsed and the plaintiffs sued the company for their fees. The company denied that the director had any authority to employ the architects. The court found that, while he had never been appointed as managing director (and therefore had no actual authority, express or implied) his actions were within his ostensible authority and the board had been aware of his conduct and had acquiesced in it. Diplock LJ identified four factors which must be present before a company can be bound by the acts of an agent who has no authority to do so; it must be shown that: 1. a representation that the agent had authority to enter on behalf of the company into a contract of the kind sought to be enforced was made to the contractor; 2. uch a representation was made by a person or persons who has ‘actual' authority to manage the business of the company, either generally or in respect of those matters to which the contract relates; 3. the contractor was induced by such representation to enter into the contract, i. e. that he in fact relied upon it; and 4. under its memorandum or articles of association the company was not deprived of the capacity either to enter into a contract of the kind sought to be enforced or to delegate authority to enter into a contract of that kind to an agent. The agent must have been held out by someone with actual authority to carry out the transaction and an agent cannot hold himself out as having authority for this purpose. [5] The acts of the company as principal must constitute a representation (express or by conduct) that the agent had a particular authority and must be reasonably understood so by the third party. In determining whether the principal had represented his agent as having such authority, the court has to consider the totality of the company's conduct. 6] The most common form of holding out is permitting the agent to act in the conduct of the company's business, and in many cases this is inferred simply from allowing the agent to use a particular title, such as ‘finance director'. The apparent authority must not be undermined by any limitations on the company's capacity or powers found in the memorandum or articles of association, although in many countries, the effect of this is reduced by company law reforms abo lishing or restricting the application of the ultra vires doctrine to companies. 7] However, statutory reforms do not affect the general principle that a third party cannot rely upon ostensible authority where it is aware of some limitation which prevents the authority arising, or is put on enquiry as to the extent of an individual's authority. [8] In some circumstances, the very nature of a transaction would be held to put a person on enquiry. Facts Lord Suirdale (Richard Michael John Hely-Hutchinson) sued Brayhead Ltd for losses incurred after a failed takeover deal. The CEO, chairman and de facto managing director of Brayhead Ltd, Mr Richards, had guaranteed repayment of money, and had indemnified losses of Lord Suirdale in return for injection of money into Lord Suirdale's company Perdio Electronics Ltd. Perdio Ltd was then taken over by Brayhead Ltd and Lord Suirdale gained a place on Brayhead Ltd's board, but Perdio Ltd's business did not recover. It went into liquidation, Lord Suirdale resigned from Brayhead Ltd’s board and sued for the losses he had incurred. Brayhead Ltd refused to pay on the basis that Mr Richards had no authority to make the guarantee and indemnity contract in the first place. Roskill J held Mr Richards had apparent authority to bind Brayhead Ltd, and the company appealed. That has been done in the judgments of this court in Freeman ; Lockyer v Buckhurst Park Properties (Mangal) Ltd. [1] It is there shown that actual authority may be express or implied. It is express when it is given by express words, such as when a board of directors pass a resolution which authorises two of their number to sign cheques. It is implied when it is inferred from the conduct of the parties and the circumstances of the case, such as when the board of directors appoint one of their number to be managing director. They thereby impliedly authorise him to do all such things as fall within the usual scope of that office. Actual authority, express or implied, is binding as between the company and the agent, and also as between the company and others, whether they are within the company or outside it. Ostensible or apparent authority is the authority of an agent as it appears to others. It often coincides with actual authority. Thus, when the board appoint one of their number to be managing director, they invest him not only with implied authority, but also with ostensible authority to do all such things as fall within the usual scope of that office. Other people who see him acting as managing director are entitled to assume that he has the usual authority of a managing director. But sometimes ostensible authority exceeds actual authority. For instance, when the board appoint the managing director, they may expressly limit his authority by saying he is not to order goods worth more than ? 00 without the sanction of the board. In that case his actual authority is subject to the ? 500 limitation, but his ostensible authority includes all the usual authority of a managing director. The company is bound by his ostensible authority in his dealings with those who do not know of the limitation. He may himself do the â€Å"holding-out. † Thus, if he orders goods worth ? 1,000 and signs himself â€Å"Managin g Director for and on behalf of the company,† the company is bound to the other party who does not know of the ? 00 limitation (2) Apparent Authority An ‘apparent’ or ‘ostensible’ authority, on the other hand, is a legal relationship between the principal and the contractor created by a representation, made by the principal to the contractor, intended to be and in fact acted upon by the contractor, that the agent has authority to enter on behalf of the principal into a contract of a kind within the scope of the ‘apparent’ authority, so as to render the principal liable to perform any obligations imposed upon him by such contract. To the relationship so created the agent is a stranger. He need not be (although he generally is) aware of the existence of the representation but he must not purport to make the agreement as principal himself. The representation, when acted upon by the contractor by entering into a contract with the agent, operates as an estoppel, preventing the principal from asserting that he is not bound by the contract. It is irrelevant whether the agent had actual authority to enter into the contract. In ordinary business dealings the contractor at the time of entering into the contract can in the nature of things hardly ever rely on the ‘actual’ authority of the agent. His information as to the authority must be derived either from the principal or from the agent or from both, for they alone know what the agent’s actual authority is. All that the contractor can know is what they tell him, which may or may not be true. In the ultimate analysis he relies either upon the representation of the principal, that is, apparent authority, or upon the representation of the agent, that is, warranty of authority. The representation which creates ‘apparent’ authority may take a variety of forms of which the commonest is representation by conduct, that is, by permitting the agent to act in some way in the conduct of the principal’s business with other persons. By so doing the principal represents to anyone who becomes aware that the agent is so acting that the agent has authority to enter on behalf of the principal into contracts with other persons of the kind which an agent so acting in the conduct of his principal’s business has usually ‘actual’ authority to enter into. | First International v Hungarian International Bank| An agent who had no apparent authority to conclude a transaction might nevertheless have apparent authority to make representations of fact concerning it, such as the fact that his principal had given the necessary approval for it. The Court of Appeal dismissed an appeal by the defendant, Hungarian International Bank Ltd, and upheld a decision of Judge Michael Kershaw QC, sitting as a deputy High Court judge in the Commercial Court on 23 October 1991, giving judgment for the plaintiff, First Energy (UK) Ltd. The case concerned an alleged contract under which the defendant was to provide the plaintiff with business finance. One of the issues was whether the defendant's agent had ostensible authority to communicate the offer upon which the contract was based. The judge held that he did, and that the plaintiff accepted that offer, so creating the contract. Mary Arden QC and Michael Todd (Chaffe Street, Manchester) for the defendant; Giles Wingate-Saul QC and Andrew Sander (Davies Arnold Cooper) for the plaintiff. LORD JUSTICE STEYN said a theme that ran through the law of contract was hat the reasonable expectations of honest men must be protected. It was not a rule or principle of law. But if the prima facie solution to a problem ran counter to reasonable expectations of honest men, this criterion sometimes required a rigorous re-examination of the problem to ascertain whether the law did compel demonstrable unfairness. In the present case, if their Lordships were to accept the implication s which the defendant had placed on observations of the House of Lords in Armagas Ltd v Mundogas SA (1986) 1 AC 717, it would frustrate the reasonable expectations of the parties. The plaintiff's case was that the defendant's agent, while not authorised to enter into the transaction, did have ostensible authority to communicate his head office's approval of the financing facility. He had sent the plaintiff a letter to this effect, which the judge held amounted to an offer capable of acceptance by the plaintiff. The law recognised that in modern commerce an agent who had no apparent authority to conclude a particular transaction might sometimes be clothed with apparent authority to make representations of fact. A decision that the agent did not have such authority would defeat the reasonable expectation of the parties. It would also fly in the face of the way in which in practice negotiations were conducted between trading banks and trading customers who sought commercial loans. RATIFICATION The agent whose act is sought to be ratified must have purported to act for the principal: Keighley, Maxstead ; Co v Durant [1901, UK], endorsed by Crowder v McAlister [1909, Qld] per Cooper CJ – â€Å"There can be no ratification of a contract by a person sought to be made liable as a principal, unless the person who made the contract professed to be acting on behalf of the other at the time. Keighley, Maxstead ; Co v Durant [1901, UK]: An agent had authority to purchase grain up to a particular price. Ended up contracting to pay too much, KMCo first decide to ratify, then change their minds. Problem was that the contract was in the name of the agent and of D. D sues, but loses. a. At the time the act was done the agent must have had a competent principal: Corporations Law – s 131(1). b. At the time of ratification the principal must be legally capable of doing the act himself. c. The principal must have full knowledge of all material facts relating to the act to be ratified. Ratification must take place within a reasonable time of the agent’s act unless the contract stipulates another more specific timeframe. The principal has no right to see if market conditions improve, or similar, before ratifying: Prince v Clark (1823). Ratification: entering into an unauthorised contract The principles of ratification Where an agent enters into an unauthorised contract, the principle may be happy to adopt it. This can be done by the process of ratification. For ratification to be available, however, the agent must purport to act on behalf of a principle, the principle must be in existence at the time of the contract, and the principle must have capacity. The agent must purport to act on behalf of a principle Because the agent must purport to be acting on behalf of another, ratification is not available where the principle is undisclosed. The third party must know that there is, or is supposed to be, a principle in the background. If the third party thinks that the agent is acting on his or her own account, no later ratification will be possible. The principle must be in existence at the time of the contract The second requirement for ratification, that is, that the principle is in existence at the time of ratification, arises mainly in relation to contracts made on behalf of new companies which are being formed. In Kelner v Baxter, it was held that if the company was not existence (in that it had not been incorporated) at the time of the contract, it could not later ratify the agreement. The purported ‘agents’, the promoters of the company, were therefore personally liable. Such personal liability is now imposed by statute, by virtue of s 36C of the Companies Act 1985. The principle must have capacity The final requirement is that the principle must have capacity. There are in theory two aspects to this rule. The first rule is that the principle must have capacity to make the transaction at the time of the contract. This has most obvious relevance to minors, who want to ratify after reaching majority. It could also apply to contracts made outside the powers of a company. The second aspect is that the principle must have capacity at the time of ratification. This was applied in Grover and Grover Ltd v Matthews. A contract of fire insurance was purported to be ratified after a fire had destroyed the property which was the subject of the insurance. It was held that this was ineffective because at the time of the purported ratification the principle could not have made the contract himself (because the property no longer existed). ‘Capacity’ is thus being given a rather broader meaning than usual, to cover the issue as to whether the principle would have in practice been able to make the contract in question. Ratification is retrospective in its effect, and the original contract must be treated as if it had been authorised from the start. This was confirmed by the Court of Appeal in Presentaciones Musicales SA v Secunda. The implications of this rule are clear from the decision in Bolton Partners v Lambert. Bolton Partners owned a factory, which Lambert offered to buy. This offer was accepted by the managing director, though in fact he had no authority to do this. On 13 January, there was a disagreement, and Lambert withdrew his offer. On 17 January, Bolton Partners started proceedings for breach of contract. On 28 January, the Board of Directors of Bolton Partners ratified the actions of the managing director. Lambert argued that this ratification came too late, but the Court of Appeal held that it had retrospectively validated the original contract, and that Lambert’s attempt to withdraw was therefore ineffective. INDOOR MANAGEMENT RULE and LIABLITY OF CRIMINAL and TORTOUS ACTS Royal British Bank v Turquand (1856) 6 E;B 327 is a UK company law case that held people transacting with companies are entitled to assume that internal company rules are complied with, even if they are not. This â€Å"indoor management rule† or the â€Å"Rule in Turquand's Case† is applicable in most of the common law world. It originally mitigated the harshness of the constructive notice doctrine, and in the UK it is now supplemented by the Companies Act 2006 sections 39-41. The rule in Turquand's case was not accepted as being firmly entrenched in law until it was endorsed by the House of Lords. In Mahony v East Holyford Mining Co[1] Lord Hatherly phrased the law thus: When there are persons conducting the affairs of the company in a manner which appears to be perfectly consonant with the articles of association, those so dealing with them externally are not to be affected by irregularities which may take place in the internal management of the company. So, in Mahoney, where the company's articles provided that cheques should be signed by any two of the three named directors and by the secretary, the fact that the directors who had signed the cheques had never been properly appointed was held to be a matter of internal management, and the third parties who received those cheques were entitled to presume that the directors had been properly appointed, and cash the cheques. The position in English law is now superseded by section 40 of the Companies Act 2006,[2] but the Rule in Turquand's Case is still applied throughout many common law jurisdictions in the Commonwealth. According to the Turquand rule, each outsider contracting with a company in good faith is entitled to assume that the internal requirements and procedures have been complied with. The company will consequently be bound by the contract even if the internal requirements and procedures have not been complied with. The exceptions here are: if the outsider was aware of the fact that the internal requirements and procedures have not been complied with (acted in bad faith); or if the circumstances under which the contract was concluded on behalf of the company were suspicious. However, it is sometimes possible for an outsider to ascertain whether an internal requirement or procedure has been complied with. If it is possible to ascertain this fact from the company's public documents, the doctrine of disclosure and the doctrine of constructive notice will apply and not the Turquand rule. The Turquand rule was formulated to keep an outsider's duty to inquire into the affairs of a company within reasonable bounds, but if the compliance or noncompliance with an internal requirement can be ascertained from the company's public documents, the doctrine of disclosure and the doctrine of constructive notice will apply. If it is an internal requirement that a certain act should be approved by special resolution, the Turquand rule will therefore not apply in relation to that specific act, since a special resolution is registered with Companies House (in the United Kingdom), and is deemed to be public information. Liability In English law, a corporation can only act through its employees and agents so it is necessary to decide in which circumstances the law of agency or vicarious liability will apply to hold the corporation liable in tort for the frauds of its directors or senior officers. If liability for the particular tort requires a state of mind, then to be liable, the director or senior officer must have that state of mind and it must be attributed to the company. In Meridian Global Funds Management Asia Limited v. Securities Commission [1995] 2 AC 500, two employees of the company, acting within the scope of their authority but unknown to the directors, used company funds to acquire some shares. The question was whether the company knew, or ought to have known that it had acquired those shares. The Privy Council held that it did. Whether by virtue of their actual or ostensible authority as agents acting within their authority (see Lloyd v Grace, Smith ; Co. [1912] AC 716) or as employees acting in the course of their employment (see Armagas Limited v Mundogas S. A. [1986] 1 AC 717), their acts and omissions and their knowledge could be attributed to the company, and this could give rise to liability as joint tortfeasors where the directors have assumed responsibility on their own behalf and not just on behalf of the company. So if a director or officer is expressly authorised to make representations of a particular class on behalf of the company, and fraudulently makes a representation of that class to a Third Party causing loss, the company will be liable even though the particular representation was an improper way of doing what he was authorised to do. The extent of authority is a question of fact and is significantly more than the fact of an employment which gave the employee the opportunity to carry out the fraud.

The Rate Of Student Loan Essay - 1456 Words

Student loans, also often called student debts, are financial aids in a loan form that requires borrowers to repay in the future (Wikipedia). Usually, student loans mean to provide students with financial issues the opportunity to obtain a college degree, which leads to an average lifetime income increase of $1.13 million for men and $792,000 for women (University of Kansas 1). As student loan aims at helping people live a better life, many college students exhibit negative attitudes towards interest rate of student debt, which is considered being too high, and debt issuers and the market are believed as the cause of high interest rate. Is it really true that student loans are tools of capitalists to rip off every penny from students? What factors exactly determine the rate of student loan? In fact, more than 90% of outstanding student loans are federal loans issued by the government, United States Department of Education, and therefore, their rates are determined by federal laws. According to the Bipartisan Student Loan Certainty Act passed in August 2013, federal student debt rate should be reset annually based on 10-year Treasury Note rate with a fixed margin in addition. For 2016-2017 academic year, standard 10-year federal undergraduate student loan rate is 3.76% and the graduate loan rate is 5.31%, according to U.S. Department of Education. In contrast, student loan issued by private institutions has considerably higher rate. For example, the starting rate forShow MoreRelatedThe Student Loan Consolidation Rates2176 Words   |  9 Pagesbunch of student loan debt. When you start to look at your loans, the repayment terms, and the rates ; it can rapidly become overpowering. However by having a look at student loan consolidation rates you may be able to economize and reduce the quantity of payments that you make on a constant basis. When you consolidate your loans you ll find that you have better rates, better terms and one easy payment to make every month. By having the ability to find great student loan consolidation rates you llRead MoreThe Student Loan Consolidation Rate Essay2385 Words   |  10 PagesWhat Is the Student Loan Consolidation Rate By Rosley Bin Muhamad | Submitted On June 25, 2011 Recommend Article Article Comments Print Article Share this article on Facebook Share this article on Twitter Share this article on Google+ Share this article on Linkedin Share this article on StumbleUpon Share this article on Delicious Share this article on Digg Share this article on Reddit Share this article on Pinterest 1 Expert Author Rosley Bin Muhamad The student loan consolidation is theRead MoreThe Interest Rates On Federal Student Loans Essay1812 Words   |  8 Pagescommon to take out student loans (from the government or private institutions), all which come with interest. This paper will focus on the different aspects of student debt, including rates, how they compare with car and mortgage debt, forbearance and deferment, default and delinquency, and adverse selection and moral hazard. The interest rates on federal student loans are set every year depending on the 10-year treasury note rate in addition to a fixed percentage depending on the loan type. They areRead MoreStudent Education Loan Fund, Inc (Abridge)1409 Words   |  6 PagesStudent Education Loan Fund, Inc (Abridge) Introduction Background of case Study Rick Melnick is an Associate Director of Financial Management at Harvard Business School (HBS). He had decision to make regarding the new funding policy under the management of Student Educational Loan Fund (SELF). SELF was established in 1961 to fund loans to HBS. Traditionally, HBS student loans required the borrower to pay semi-annually with variable interest rate policy. Under the new plan, the studentsRead MoreStudent Loans Is The Best?1213 Words   |  5 Pagesthe rate you’re paying on your student loans is the best you can get – or even close to reasonable? Or are you concerned that there may be something better out there, but you don’t know where to find it? One of the major dilemmas with student loans is that they’re a lot easier to get into than to get out of. And once you’re in, the options to improve the situation seem to be very limited. Let’s start by setting the parameters for current rate ranges for both federal and private student loans. AfterRead MoreStudent Debt Crisis1380 Words   |  6 Pages A student loan is designed to help students pay for university tuition, books, and living expenses. It may differ from other types of loans in that the interest rate may be substantially lower and the repayment schedule may be deferred while the student is still in education. It also differs in many countries in the strict laws regulating renegotiating and bankruptcy. There are two types of student loan that can be applied which are federal student loan and private student loan. BasicallyRead MoreStudent Loan Loans Should Not Be Educational Opportunities For Disadvantaged Students1552 Words   |  7 Pagesi. Student-loan defaults in China In the context of entering the mass higher education stage, the ideology of cost-sharing and equity in higher education is now widely accepted as a must-do in China, and there is a tradeoff in which colleges can charge tuition fees in exchange for better financial aids to students from disadvantaged groups. Thus, implementing a student-loan scheme to ensure educational opportunities for needy students is the primary choice for the Chinese government. Nowadays theRead MoreThe Debt And Interest Of Student Loans1164 Words   |  5 Pages The amount of student loans that one accumulates throughout post-secondary education can become a heavy burden. In addition, the study conducted by Scheresberg, Lusardi, and Yakoboski (2014) show that a surprising amount of students are not aware of the financial burden that they have acquired until they are deep in debt and interest. They summarize that: Overall, there is a notable mismatch among college-educated Millennials between their perceived and demonstrated levels of financial literacyRead MoreCollege Graduates Suffering From Excessive Financial Burden As A Result Of Student Loan Debt1657 Words   |  7 Pagesâ€Å"Over the past decade, the total volume of outstanding student loan debt has tripled and is now over $1 trillion† (Jaquette and Hillman). This alarming trend illustrates the immediate need to address the issue of college graduates suffering from excessive financial burden as a result of student loan debt. According to Ozan Jaquette, Ph.D., assistant professor of higher education in the Department of Educational Policy and Practice, and Nick Hillman, Ph.D., assistant professor of Educational LeadershipRead MoreInternational Student Program For International Students834 Words   |  4 Pagesinternational student planning to study abroad, you should always evaluate the amount of money you’ll need to com plete your program in the foreign country you plan to study. Then you will have to research and apply for scholarships, school financial aid for international students from the school, and try and find money from other sources, including family funds. After exhausting these avenues, most international students still have a funding gap, and that s where international student education loans are