Flowers and Fairytale :: Free Descriptive Observation Essay

Flowers and Fairytale By the school, there is a little garden with a water fountain and several little trees around it. Each tree is grounded in a two-foot high cement block. The tree is covered with leaves, and the leaves have scattered flowers around them. The fountain contains several little water shooters, shooting out forms of water, which resembles the flower as a dancing fairy. The flowers start at the bottom of the tree. The ring of flowers surround the tree. They are made up of many bright colors of red, pink, violet, blue and white. From a distance there appears to be a swarm of them. The flowers’ petals are soft and sweet smelling. They don’t suffocate my senses, though. The flowers are like a weak perfume. They are gentle and subtle. When I touched one of the flowers in my hand, it was as soft as silk. I realized that they were so fragile, because they sliced apart very easily. The flowers are held captive by the army of leaves. The green leaves are mixed in with the flowers. The shades of the green leaves range from light yellowish green to dark bluish green. Most of them are shaped like tiny bananas and others are wider, like pears or apples. The crashing water near by drowns out the scent of the leaves’ chlorophyll. Some of the leaves are almost as smooth as the flowers, but some are rough, similar to a rug. The leaves are grouped together like many little trees. The trees and leaves cover the soil and the bottom part of the tree—like a drooping green gown. The tree is very much like a queen, wearing its dress of leaves. I would not reach out and touch it—because it would be rude. At the shoulders of the tree—the branches fork off into three directions. The thick branches hold up more green leaves—the delicate kind—shaping the head of the tree like a mushroom. The tree resembles a green Queen Amadalia—young and bright. When I looked up at her, you see the sunlight reflect off her hair—the leaves—creating a peaceful glow. It blurs everything, however, and I had to stop looking. The wind does blow the leaves, but it is so lightly that you can barely tell. The fountain near by spurts out water in this direction. I look over there and see groups of dancing water in the wide square pool. Flowers and Fairytale :: Free Descriptive Observation Essay Flowers and Fairytale By the school, there is a little garden with a water fountain and several little trees around it. Each tree is grounded in a two-foot high cement block. The tree is covered with leaves, and the leaves have scattered flowers around them. The fountain contains several little water shooters, shooting out forms of water, which resembles the flower as a dancing fairy. The flowers start at the bottom of the tree. The ring of flowers surround the tree. They are made up of many bright colors of red, pink, violet, blue and white. From a distance there appears to be a swarm of them. The flowers’ petals are soft and sweet smelling. They don’t suffocate my senses, though. The flowers are like a weak perfume. They are gentle and subtle. When I touched one of the flowers in my hand, it was as soft as silk. I realized that they were so fragile, because they sliced apart very easily. The flowers are held captive by the army of leaves. The green leaves are mixed in with the flowers. The shades of the green leaves range from light yellowish green to dark bluish green. Most of them are shaped like tiny bananas and others are wider, like pears or apples. The crashing water near by drowns out the scent of the leaves’ chlorophyll. Some of the leaves are almost as smooth as the flowers, but some are rough, similar to a rug. The leaves are grouped together like many little trees. The trees and leaves cover the soil and the bottom part of the tree—like a drooping green gown. The tree is very much like a queen, wearing its dress of leaves. I would not reach out and touch it—because it would be rude. At the shoulders of the tree—the branches fork off into three directions. The thick branches hold up more green leaves—the delicate kind—shaping the head of the tree like a mushroom. The tree resembles a green Queen Amadalia—young and bright. When I looked up at her, you see the sunlight reflect off her hair—the leaves—creating a peaceful glow. It blurs everything, however, and I had to stop looking. The wind does blow the leaves, but it is so lightly that you can barely tell. The fountain near by spurts out water in this direction. I look over there and see groups of dancing water in the wide square pool.

Analysis of Caramelo by Sandra Cisneros Essay examples -- Caramelo His

Analysis of Caramelo by Sandra Cisneros Caramelo has been quite an interesting novel. It describes a Hispanic family to the tee. Sandra Cisneros chose her title perfectly for this book. Life’s hardships and possibilities are explored throughout this fascinating novel. The author describes the word caramelo in different ways and in two different occasions. The first occasion was to describe Candelarias’ skin color. Celaya quoted: â€Å"Her skin a caramelo. A color so sweet, it hurts to even look at her.† (p.37). She also says: â€Å"Her skin is as smooth as peanut butter and deep as burnt-milk candy. The other occasion caramelo is mentioned was to describe the awful grandmothers’ rare, old, unique, and unfinished silk rebozo. â€Å"The grandfather pulls out a cloth from the walnut-wood armoire of caramel, licorice, and vanilla stripes.† (p.58) These two events are mostly connected by the description of color. The author describes Candelarias’ skin color being so sweet it hurts, much like a very sweet candy would. Much like the candy is sweet, so is Candelaria and her personality. I believe Cisneros chose Caramelo because a caramelo or candy cane has dark and bright long stripes on it. To me the stripes indicate a person’s life span. They also symbolize the dark, dreadful times we all go through and the bright stripes would tell the joyous, wonderful times we have in life. In addition, the stripes twirl around and around similar to our lives. Everyone’s life has a curve or tu...

michael porter Essay -- essays research papers

  Ã‚  Ã‚  Ã‚  Ã‚  PORTER'S FIVE COMPETITIVE FORCESMethodology 4 Because the subject matter of strategic management is so inherently complex and because each one of us brings his own personal biases to the analysis, it was suggested early on that virtually all case material in the field be analyzed from the perspective of more than one methodology. Profit theory and industrial chains were selected as the first of a number of viable approaches to the analytical process. It would have been equally correct to select the Five Competitive Forces analysis refined by Michael Porter, one of the major figures in the field of strategic management. This methodology addresses the same issues but differs only in the language that they use to describe corporate behavior. The five forces are:  ·Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  The threat of new entrants into an industry or a market served by a specific company.  ·Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  The bargaining power of suppliers.  ·Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  The bargaining power of customers.  ·Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Threat of substitute products or services.  ·Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  The intensity of the rivalry among existing firms. Each of these topics is treated separately in the discussion that follows. The threat of new entrants The ease with which firms can enter into a new market or industry is a critical variable in the strategic management process. In some industries the barriers to entry are minimal. In oth... michael porter Essay -- essays research papers   Ã‚  Ã‚  Ã‚  Ã‚  PORTER'S FIVE COMPETITIVE FORCESMethodology 4 Because the subject matter of strategic management is so inherently complex and because each one of us brings his own personal biases to the analysis, it was suggested early on that virtually all case material in the field be analyzed from the perspective of more than one methodology. Profit theory and industrial chains were selected as the first of a number of viable approaches to the analytical process. It would have been equally correct to select the Five Competitive Forces analysis refined by Michael Porter, one of the major figures in the field of strategic management. This methodology addresses the same issues but differs only in the language that they use to describe corporate behavior. The five forces are:  ·Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  The threat of new entrants into an industry or a market served by a specific company.  ·Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  The bargaining power of suppliers.  ·Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  The bargaining power of customers.  ·Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Threat of substitute products or services.  ·Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  The intensity of the rivalry among existing firms. Each of these topics is treated separately in the discussion that follows. The threat of new entrants The ease with which firms can enter into a new market or industry is a critical variable in the strategic management process. In some industries the barriers to entry are minimal. In oth...

It’s All About the Law †English Language Learners Essay

Are English language learners a new population? Researchers would like us to believe so but the reality is that they are actually a complex group of students, full of diversity in their educational needs, backgrounds, languages, and goals, who have been coming to the United States for years. An English language learner is a person that is from another culture that has come to the United States to live, learn, become educated and find a career. The United States is known as the melting pot of the world and we will continue to have people of other cultures coming to our country. Most of these immigrants speak different languages. You can walk down the street of most U. S cities and hear Chinese, French, German, Japanese, Spanish and other languages. Laws today provide all students in the United States equal access to a quality education no matter what their culture or background may be. Voter driven initiatives and laws have brought about many changes in education in our schools today in regards to our English language learners and how they are taught and expected to learn. Over the last 40 years we have seen legislative decisions that have shaped education in the United States. In just the last 15 years the states of Arizona, California, Colorado, Massachusetts and Oregon have debated and asked their voters to make decisions regarding the education of ELLs (Mora, 2009). The states of California (1998), Arizona (2000) and Massachusetts (2002) have actually passed laws for English language learners to be put in programs called Structured English Immersion (SEI). Colorado (2002) and Oregon (2008) rejected initiatives on their ballots. (Mora, 2009). The voters in these states were against the dismissal of bilingual education. So what did these three states do for their ELLs? California was the leader of the pack. Their initiative, led by English for the Children, advocated that English learners be taught only in English. Their opposition argued that bilingual children could not learn English as well as other subjects such as Science, Math and Social Studies without the use of bilingual education. The voters of California decided that the English for the Children group was correct in saying that students would learn best by being immersed in English Instruction (GCU, n. ) and so SEI (Structured English Immersion) was born. Arizona was next to follow in the path of California but with their initiatives allowed for even less opportunity for bilingual programs. Arizona’s English-only initiative, Proposition 203 (2000), arrived in the midst of a lawsuit in Nogales, AZ. The Flores family was suing the state of Arizona for not providing adequate learning opportunities for their children (Flores v. Arizona , 2000). (GCU, n. d). The passing of Proposition 203 and the eventual decision to the Flores v. Arizona case led to Arizona requiring that all current certified personnel had to acquire an SEI endorsement by August 2009 in order to keep their certification. Arizona Proposition 203 along with California Proposition 227 restricted the access of bilingual education to language-minority students (Mora, 2002). When Massachusetts followed in 2002, Structured English Immersion was alive and well across the country in California and Arizona. The English for Children group had no trouble convincing the voters of Massachusetts to pass their own SEI initiative. GCU, n. d. ) What all of these initiatives and laws did was require schools to teach their ELL students only in English by following a SEI plan. When the No Child Left Behind (NCLB) Act came about in 2001 they too looked at ELL students and chose to remove the word bilingual from their policies and make schools accountable for showing adequate progress from all of their students in the English language. Have we solved the issues of students from other cultures who are learning English? Have we made teaching ELLs easier for our schools and teachers? These are questions I feel we will be asking for years to come. As people continue to migrate into our country we will focus on educating their children so they can be successful in the United States. As educators we will use all the resources we have to help and guide them in learning the English language. We will strive for them to be successful as dictated by the policies of NCLB. Will we, as educators, be successful? With some students we will, and with others we will not. But this would be the case with any student no matter their culture or background. History shows that we will even have American children who will not be successful no matter what we do and others that will rise to the top to be great leaders. Initiatives and laws don’t make better teachers, they don’t make better students, they don’t make better schools but they do establish guidelines so that each child is receiving an equal opportunity. In the United States we will continue to provide all of our students an equal education.

Seize the Opportunity

Have you ever seen the movie â€Å"YES MAN† with Jim Carrey. I believe most of you do, which is one of my favorite movie. in this movie, Jim Carrey goes to this motivational seminar which teaches that you have to say ‘Yes’ to everything in life, and this will open unimaginable doors. So, Jim Carrey starts to say ‘Yes’ to everything and he starts to have all these amazing experiences and learns so many different . He got a promotion for his job, he find a girlfriend, and of course it’s a happy ending. Movies always come from reality, but it beyond reality.I think blindly saying yes to everything is not such a good idea, it will open opportunities and also might put you in trouble, so It’s easy to see many plots in this movie are not gonna happen in our life, but it still give us an important idea, which is having a positive attitude to every opportunity can bring success to you. We couldn’t live like a yes man say yes to everything , but we can use the following skills to seize the opportunity, which are say â€Å"yes† more often, have a positive attitude , take more risk. First of all, it’s impossible to say â€Å"Yes† to everything, but you could almost certainly say â€Å"Yes† to more than you do.When your friends invite you to join them to do something they like, and that you’ve never tried, what would you say. Do you take the chance to try it, or do you just put them down because you are too busy to do something else . If the first time human being saw the fire, and not try to make a fire, I guess we wouldn’t exist in this planet today. We all have potential, and potential is possibility. the only way to increase possibility is to learn more knowledge , to see more things, and to make more choices. So, let’s try it. Say â€Å"Yes† to something you would normally turn down.Try different food, try different music, have a conversation with different typ e of people. If you are shy, take guy way’s public speaking class. If you are noisy, try to be quiet and learn something from other. The world is huge, we should open ourselves to more opportunities, instead of staying where we are. Second, Positive attitude is very important to be successful and happy. Have you ever looked at people who always seem happy and enjoy life and wish you could be more like them? We are living in the same world, for some people, life is suffering, because they are easily broken down by any little trouble.For other people, life is paradise, because they have a positive attitude to face trouble. They always believe they are stronger than who they are, and they have more possibility to defeat any problem. According to Dr Becca Levy, a Harvard University social psychologist who focuses her research on aging and attitudes, a positive attitude will let you live longer. Therefore, never give up your belief. Whenever you give up , you close the door to suc cess. Being curious and happy, and with humor. Those positive attitudes will finally help you to seize the opportunity.Last, opportunities won’t last forever, and people always regret. According to wiki, the definition of opportunity is :a chance for advancement or profit and A favorable occasion or time. So, it takes risk and also short lived. When you’re sitting on couch watching TV, how much risk you are taking, and how many opportunities come to you? When a man start a new business, he is not only taking risk, but also taking advantage of an opportunity. Also, when you have your target, just do it and don’t hesitate, cause chance won't wait for you forever.For many examples, men want to chase a girl they like, they always want to set up a perfect time and encounter. However, when they finally get to the right time, someone else has already got there. Opportunity are not prepared for you, it’s for everyone. If you don’t take risk, you will regre t forever. In conclusion, in this huge planet, anything is possible. In order to follow your dream, you should size every chance. Saying â€Å"yes† is way to open more possibility, having a positive attitude will keep things going smoothly, and taking risk will lead you to success directly. When you have done those, opportunity is right in your hand.

How Aerial Travel and Cabin Pressure Adversely Affects the Human Body Essay

The idea of humans traveling to the Moon or other areas out side of the Earth’s orbit is mostly scientific. However, when astronauts remain in space, having to re-balance the body to suit less or no gravity compared to the Earth could bring about many changes to the body. Scientists have found that the time required for recovery depends on the time spent in zero-gravity conditions. The longer one stays off of the Earth’s surface, the more damage can be caused. Strictly speaking, even a trip in an Airplane would require safety precautions to minimize damage to the body of this. For example, cabin pressure increased to maintain balance and prevent feeling different to a lower pressure. This essay will consist of two sections. The first will be of flight effects within the Earth’s hemisphere, and how to perhaps prevent damage to the body. The second, and longer section deals with space travel through Zero-gravity and effects of weightlessness on the body and the cou nter-measures to prevent damage to the body. Section 1, flight effects on the passengers, specifically dealing with cabin pressure: Airplanes fly at the cruising altitude of around 33’000 feet, or approximately 10’000 meters. Because the cruising altitude has a cabin pressure lower than air pressure on ground or even under sea-level, the oxygen availability is less and gases within the body expand. This causes the oxygen saturation level of the blood to reduce, which can lead to mild hypoxia, the reduced supply of oxygen to the tissues around the body. Due to the effects of hypoxia, alcohol consumption would affect the brain much more than it would on Earth. As the aircraft makes its decent back to Earth, air must be allowed to flow into the middle of the ear to equalize pressure differences. Passengers often can feel this change in air pressure. People with ear, nose and sinus infections are usually advised to avoid flying because of these changes in air pressure. Air travel in airplanes has less thank 20% humidity. This causes discomfort to the eyes, mouth and nose but does not risk the passenger’s health. This discomfort can be prevented by drinking liquids (water recommended) before and during the flight, and using skin moisturizers. Also passengers with short-sightedness or long-sightedness are advised to wear eye-glasses rather than contact lenses during flight as the contact lenses may dry out. In order to avoid de-hydration, passengers should drink non- alcoholic beverages. Section 2, how traveling through space affects humans Astronauts often experience â€Å"Zero- Gravity† during their travels through space. This zero gravity or micro gravity can bring about health concern to the body if astronauts remain in space for a long period of time. It would be much healthier for crews to live under artificial gravity. In order to prevent any biological changes in the body when experiencing zero gravity, scientists recommend a force of artificial gravity equal to a third of the Earth’s level of gravity. However, scientists still haven’t research affects of artificial gravity on humans but they know for a fact and there is an imbalance in the body due to the shifts of gravity levels. Artificial gravity prevents physiological changes from occurring. In zero-gravity, the body deteriorates. It takes less muscle to move around, so after a long period of time in space, muscles weaken so the body bends. Because there is no tension in space, muscles relax and after a while they atrophy as a result of disuse and eventually disappear. To prevent the fracture of bones, limbs and muscles, all space shuttles give the opportunity for astronauts to do rigorous exercise everyday to keep the muscles strong. Staying in Zero-gravity for months causes bones to lose mass and get thinner, as they are not carrying any weight. This means astronauts must go through rigorous trainings in the spacecraft everyday in order to keep muscle and bone strength. â€Å"When a great deal of the crew’s precious time in space is spent exercising rather than doing science, money and potential knowledge are being squandered for the sake of health. It is a sacrifice, but a necessary one1† In space, receptors in the inner ear allow humans to sense direction. In space, ear receptors don’t receive the same cues and the mind gets used to ignoring the inner ear’s feelings about balance. Hand-eye coordination, posture and balance are all affected by the disorientation of the mind. When astronauts return to earth, they are often â€Å"overwhelmed by dizziness† and have difficulty in maintaining balance. An example of the mind adapting to the new gravity less surroundings would be with Shannon Lucid, who was on board the Russian space Station MIR for six months. The astronaut said â€Å"You just sort of get used to floating around† but we also know that floating around is not all that astronauts do- they must resist the effects of micro gravity on the body. Also, no gravity means no resistance from growing, so some astronauts return to earth some 6 inches taller than when they left. It is only after a few months that they grow down/ shrink back to normal height. This is because of the unloading of spinal discs- because of lack of gravity, the discs in the spine are not holding up or don anything, so they tend to stretch rather than contract. Traveling through micro gravity causes bodily fluids to shift from the lower body to the cephalic area (head), and so people’s faces tend to swell and become rounder than they are on earth. When the brain senses a higher amount of blood than usual, it interprets the situation that there is now an overall increase in the total volume of fluids in the body. The brain responds by triggering the excretion of fluids, making astronauts prone to dehydration. Also, the fluid redistribution can shrink legs as the bones are weaker. These fluids pass through the kidneys, causing kidney filtration rate to increase, bone loss can cause Kidney stones. Fluids that leave the body include calcium loss and bone demineralization. The loss of blood plasma causes temporary Anemia upon the return to Earth. Some crew members get â€Å"space anemia.† Scientists are concerned about the affects of catching this disease on over all crew performance. Blood volume may decrease by 10 percent. The increase of fluids in the head causes the same feeling as when one has a cold and feels blocked in. in space astronauts begin to lose their sense of taste, causing the craving for strong flavorings in the food such as horseradish, mustard and taco sauce. Fluid loss, lack of exercise and diminished appetite cause weight loss as astronauts tend not to eat as much as they would on earth. Meals and exercise are planned to prevent excessive loss. Zero-gravity affects the cardio-vascular system. On earth we must cope with gravity, which sustains or slows down the blood-flow. In zero gravity, there is no gravity force, causing the heart to slow down due to the decreased demands of blood as it travels more freely. The immune system in the body is also affected by weightlessness. In space, one is exposed to illness as the immune response lowers and numbers of anti-bodies decrease after a long exposure to micro gravity. Approximately half of all astronauts are affected by this unpleasant syndrome which affects nausea, headache, lethargy and sweating (taken from NASA sources). Also, minor effects of weightlessness on the body include puffiness in the face, flatulence, weight loss, nasal congestion and often sleeping disturbances. Upon returning to earth, recovery time depends on the duration of stay in space. Muscles are weak and the body is not used to gravity forces, (causing them to feel dizzy) and so some astronauts are taken back in stretchers. This shows why astronauts need to be â€Å"at the peak of fitness.† If in the near future the human race would build space stations as tourist resorts, some would prefer hotels with zero-gravity and some would want partial gravity, which would bring about competition like hotels on earth, which would drive prices low. As gravity affects all biological, physical and chemical processes on earth, building an International Space Station gives new opportunity to study a world without gravity and its affect on animals and other living organisms. Observing the weightlessness effect on these living organisms could teach scientists about biological processes on earth, such as aging and osteoporosis. In the end, we can see that human travel through space is safer under artificial gravity when compared to astronauts being exposed to weightlessness, micro gravity or zero gravity (all three mean the same). Most of the problems mentioned such as fluid loss and muscle deterioration would not cause problems as long as the crew remained in a weightless environment. Remaining in a zero-gravity environment for over a long period of time could cause problems, however. In 1987, in the later stages of his 326-day mission, Russian Yuri Romanenko was fatigued both physically and mentally due to traveling through space. The majority of his day was spent sleeping regaining strength, in the meantime his bones were deteriorating. Some say if many like Romanenko stayed in space for much longer, he may not have survived re-entry to the Earth. Returning to Earth could cause problems as the body is much weaker due to demineralization and atrophy of the bones and shortage of red blood cells. Oneâ€℠¢s balance must now again be readjusted causing many astronauts to feel dizzy when back to a strong â€Å"g† force gravity on earth. Whether or not the large amount of time and money spent on keeping astronauts fit during space flight is worth the scientific findings is debatable. Physiological effects need to be prevented as much a possible. Again, this is usually prevented by rigorous exercise and micro gravity could still be a danger to the astronaut’s health. Many scientists believe that the benefits of transporting/sending out machines (robots) and humans to space, despite the health issues, are nothing compared to the huge benefit that society will receive. Humans will not be perfectly suited to living in a weightless environment, but that won’t stop Astrobiologists and many other research firms like NASA from exploring space. The many benefits of space exploration such as technological knowledge and inspiration easily outweigh the negative aspects. Bibliography: Sources were from Newspapers, CDs, web sites and a large extract of a book in one of the web-pages. Most web sites accessed on the 11th December 2003 and 9th January 2004. 1) http://library.thinkquest.org/C003763/index.php?page=adapt02 2) www.permanent.com/s-nograv.htm 3) http://library.thinkquest.org/C003763/index.php%3fpage=adapt02 4) www.spacefuture.com/habitat/zerog.shtml 5) http://mos.org/cst/article/77/6.html 6) http://school.discovery.com/schooladventures/spacestation/basics/why.html 7) www.relaxincomfort.com/zerogravity_benefits.html 8) http://experts.about.com/q/2540/2677459.htm 9) www.uclas.ac.uk/facs/science/physastr/courses/space/ssyear1/sc1201.htm 10) http://www.who.int/ith/chapter02_01.html 11) Definitions from Microsoft Encarta 2003 Premium Suite CD 12) http://library.thinkquest.org/2606/Environmental_problems/water_pollution_-_effects.html (used for first idea of project) 1 http://library.thinkquest.org/C003763/index.php%3fpage=adapt02

Law for Manager Essay

The partnership act 1890 governs the relationship of the persons and the outside world. And in respect of dissolution; if there is no partnership agreement, the partnership act set out the rights and duties of the partners. Such rights and duties (by act or agreement) may be varies by the consent of all partners. (S 19). ‘The relation which subsists between persons carrying on a business in common with a view to profit. ’ Under S24 (5) ‘in common’ means every partner has a say in the firm. The members are only liable for their subscription unless the partnership agreement says otherwise. Saywell V Rope [1979] the wives are not in the partnership as no evidence suggested. ‘Person’ includes a corporation as well as individuals. Companies can enter partnership. ‘With a view to profit’ means certain organisations are excluded. E. g. club or society has no view to profit. Pitreavie Golf Club V Penman [1934] creditor sue under partnership, held, Club’s motivation was to allow member to play not share in profit. ‘Business’ included every trade, occupation and profession. Keith Spicer Ltd V Mansell [1970] Claimant sue the partnership for debt owned, held, there were no partnership so claim failed. Because def carrying on business with no view to profit. It is important to determine whether a partnership exists. For tax reason. When acting in the course of business, the company will bind the other partners to outsiders. S. 24 right to share in profit, management, duties and faith since the arrangement is uberrimae fidei. S. 35 dissolution. If not acting in good faith then the court can dissolve the partnership. S. 28 duty to disclose, bond to render true account of all things affecting the partnership to any partners or their legal representatives. Law V Law [1905] – After the sales agreement there is a partnership asset that was not hidden from the account. But W had lost the right to avoid the contract as he takes the money while knowing disclosure had not made. Held: the agreement to sell shares is avoidable. The contract may be verbally, written or in deed. Basic: A partnership is not a company since it is not incorporated; therefore it has no legal personality separate from its members. Partnership may be implied by conduct where a ‘person holds himself out’ as being a partner. Then he will be liable for the debt incurred S. 4 Under the Rules of the Supreme Court 1965, the partners may be sued in the firm’s name. In KHAN & OTHERS V MIAH & OTHERS [2000] HL confirmed that partnership begins at the point of agreement, not the point when the trading starts. S. 5 each partner is an agent for the firm, has the power to bind the firm by his conduct. The partner is agent as far as he’s acting on the firm’s ordinary activities. Mercantile Credit Co V Garrod [1962] – G was sleeping partner and partnership agreement prohibited the sale of cars which P did. Held: G was bound by contract by virtue of S. making the contract was the doing of an ‘act for carrying on in the usual way business kind carried on by the firm. ’ S 29 (1) every partner must account to the firm for any benefit made by him from any transaction concerning the partnership, it property, name or business connection. Bentley V Craven [1853] C brought products at low price but sell them to the firm at wholesale rate. Held: C can’t retain the profit from these transaction and profit need to hand to the firms. C had used partnership asset, his position to make profit. No person may be introducing as a partner without the consent of all partners. Consent is implied by the other partner when they sign the article. Any different concerning the running of the business, it must be resolved by a majority vote of the partners. If a fundamental change is proposed, requires consent of all partners. S. 9 every partner is liable jointly with the other partner for all debts and obligation of the firm. The civil liability Act 1978 provided that judgement recovered against any person liable jointly with another, shall not be an action brought against the other. Business name. The firm’s name can’t be used to fraudulently imply that the business is identical with another business. A person’s business suffers in the same name/similar name may bring a ‘passing off’ action and obtain an injunction stopping the defendant. ANNABEL’S (BERKELEY SQUARE) Ltd . VG. SCHOEK[1972] S. 30 If any partner without the consent of the others, carries on business of the same nature as and competing with that of the firm, he must account for and pay over all profits made in that business. In the absence of any agreement to the contrary, a partner can carrying a non-competing business which does not involve the use of the firm’s property. Croft V Day [1843] Mr Day uses the same trade name as the other in the same street. Held: the injunction was granted preventing the new firm from trading under the name Day and Martin, the intention of the new firm was to deceive the public. Under S. 34 it is a c riminal offence for a partnership to use the word ‘limited or ‘ltd’ in its name. Partnership agreement terms: Name of partners; Date on the start and end of the partnership; How profit and loss being shared; How much may each partner draw monthly; At which bank the partner maintain its account; Principal asset; Submission of disputes to arbitration; The partnership is based on agreement and they are free to alter them. S. 9 say the decision may be made unanimously; a partnership can’t be formed for an illegal purpose. Types of partnership: 1) General partner takes active role in the daily management and has share in the loss and profit. 2) Sleeping partner contributes capital, take share in profit and liable for debt. But he does not take part in daily management. 3) A partner by holding out is not a true partner in the firm. He’s liable for financial obligation of the firm. MARTYN V GRAY [1863] Under S. 14 a person can become liable for debt if he by word or conduct represent or other to represent that he’s a partner. E. g. his name on the firm’ letter. ) Salaried partner is an employee becomes ‘holding out’, he received salary and bonus depends on the profit. The 1890 Act does not deal with them. 4) LLP is a member under the LLP Act 2000. Change of partners. The death of the partner may dissolve the partnership, but the agreement should allow the partnership continue between the other partners. On the death of the partner, the estate is not liable for debts incu rred after his death, even if the creditor was unaware of his death. S 17 (1) New partners are not liable for debts before they joint the partnership. The right to sue a new partner may be acquired by novation. Where an agreement between the creditor; the new agreement and the old firm is made, and the original contract is therefore discharged, and the new firm is accepting the liability for the debt. Byrne V Reid [1902] the claimant can introduce his son as partner when they are 21, held, other partner could not refuse because this is layout in the partnership agreement. The retirement of a partner: S. 17(2) He may be discharged from any existing liability by agreement (novation) between him, the firm and the creditors. Creditors are not force to accept novation and may still regard the retiring partner as liable for debt. The retiring partner can get compensation from the other partner. Under S. 36, the retiring partner will be liable for debt if: 1)To person dealt before his retirement unless given written notice that he’s no longer a partner or 2)To person who had no previous dealing with the firm before but know the composition before retirement. Unless the retirement person has given notice or had advertised in the London Gazette. Such notice is effective without consent. Liability for wrongs: 1)S 10 provides that any wrongful act or omission of any partner acting in the course of the business or with authority of co-partners. Any loss or injury is caused to person which is not a partner. The firm is liable to the same extent as the partner committing the wrong. This liability is jointly and several. 2) In HAMLYN V HOUSTON & Co [1905] a firm was liable to compensate a claimant where one of the partners had bribed a clerk employed by the claimant in order to obtain information about a rival’s business. 3) The firm will be vicariously liable for the torts committed by its employees in the course of their employment. 4) Lloyd V Grace, Smith & Co [1912]. Advantages of partnership: Uphold of capital, being responsible, share expertise, share resources, share profit and flexibility. Disadvantages of partnership: Conflict, jointly and severally liability, sharing debt/loss. Differences: 1) A company is a type of corporation, registered under company legislation. Company act 2006. The members of the company may have limited liability. The company’s debt belongs to the company not the shareholders, even if the company is insolvent. 2) A partnership is ‘the relationship which subsists between persons carrying a business with a view to profit. ’ S 1 Partnership act 1890. It’s an unincorporated association, having no separate legal personality from the partners. It may have firm’s name but not corporate status. Partners are responsible for the acts of the firm. Partners have unlimited liability and responsible for partnership’s debt. 3) LLP is registered at the companies’ house and received a certificate of incorporation. LLP is corporate bodies having separate personality from their members. LLP is personally liable to the third party for wrongful acts and might be liable in the insolvency. They are tax as partnership, flexible, trading disclose, accounting and filing similar to the company. They can also lend and raise floating charge. Perpetual succession 1) A company has perpetual succession; it is not affected by the death of the shareholders or change ownership of its shares. It continues to exist until it wound up by court/its members. 2) A partnership may be terminated on the death, retirement, bankruptcy or insanity of a partner. 3) LLP is incorporated, so not affected by the death etc. of a partner. His share may be inherited but the beneficiary will not be able to take part in management, only share in profit. A company has separate legal personality from its members. Salomon V Salomon & Co [1897], Lee V Lee’s air farm Ltd [1961], Macaura V Northern Insurance [1925], Cox V Coulsons [1916] – An actor shoot an audience in accident and claimant sue for damage in the partnership of the theatre (def) and theatrical company. Held: def is not in partnership with the actors company so not liable, neither of them are agent. Corporate veil can be lifted where there’s evidence of fraud/illegality. Gilford Motor Co V Horne [1933], Daimler Co Ltd V Continental Tyre Co [1916] (War time), Chandler V Cape Plc. Civil law-compensation; Criminal law –retribution/punishment. Lift corporate veil to target parent company; but difficult, usually subsidiary. Ownership; Separate ownership and management in a company; Small company has ownership and management in the hands of CEO; in a partnership there’s unity of ownership and control. All partners have right to management. Accounts; Company accounts have to be laid before the general meeting, published and audited. They are open to public inspection; Partnership accounts are not subject to public inspection and no need audited; LLP account need auditor’s report and have be sent annually to company’s house and to each member. Tax liability; Corporation tax paid on company’s profit, income tax by shareholders on dividend; Income tax is paid by partners as self-employed; LLP are tax as partnership. Shares. 1) Shares in listed companies re freely transferable. Private companies may impose restriction on transferring oh shares. Company can issue shares of different class with right attached to the shares. 2) A partners share is not freely transferable. New partner can be introduced with consent of all partners. In the absence of agreement, all partners have equal rights regarding the firm’s affairs and shares in capital, profit and losses. 3) a member of LLP may leave by agreement or by given notice. (S. 43 of the 2000 act) The firm is not dissolving on the departure of the member so no shares in the LLP’s assets. Unless agreement provides otherwise. Formalities: 1) To form a company requires registration to be complied with payment of fees. During lifetime of the company there are administrative formalities to be complied. Certain information (change of article/special resolution) need to submit to registrar. Information about a company’s affairs is readily available at company’s house or company’s registered office.  This also applies to LLP. 2) The formation of partnership has no legal requirement to be complied. But the business names act 1985 applies the partnership being based on agreement between the partners. No requirement for partnership except those affecting the business. E. g. registration for VAT, return of profit from HMRC. The public has no right to access material concerning partnership affairs. 3) LLP required submitting an annual return and accounts to companies’ house and keeping accounts in accordance with company legislation and daily records disclosing the financial position of the firm. The veil of incorporation, it was established in Salomon that a registered company is a legal person separate from its members. This principle may be referred to as ‘the veil of incorporation’. In general the law will not go behind the separate personality of the company to its members. Restated by Lightman J in Acatos and Hutcheson Plc V Watson [1995]. Principle of separate identity should be upheld unless there was a specific statutory provision or some other contractual term or common law principle to the contrary. Therefore, when the company is incorporated the veil of incorporation comes down, giving the company a separate legal personality from its members. Fraudulent trading, S. 213 of the insolvency act 1986: 1) If it appears that ‘any business of the company has been carried on with intent to defraud creditors of the company or of any other person, or for any fraudulent. 2) Purpose ‘it may order that ‘any persons who were knowingly parties to the carrying on of the business in the manner above mentioned are to be liable to make contributions to the company’s assets as the court thinks proper. 3) S. 993 CA 2006 Criminal offences of fraudulent trading. 3) High standard of proof. S213 of the IA 1986 provides that if in the winding up of a company it appears that the business has been carried on with the intent to defraud creditors or for any fraudulent purpose, the court, on the application of the liquidator, may declare that any persons who were knowingly parties to the fraudulent trading shall make such contributions to the company’s assets as the court thinks fit. ) S214 of the IA 1986 provides that where the liquidator of a company can show that D prior to liquidation, knew or ought to have known that there was no reasonable prospect that the company could avoid insolvent liquidation, and did not take steps to minimise the loss to creditors, the court may require D to make personal contribution to the company’s assets. Does not have to be dishonest, unreasonable behaviour or negligence. Reproduce Marketing Consortium Ltd [1989] Company become insolvent Ds directors were not dishonest but failed to take action. Held: the directors know that liquidation will occur, but fail to minimise loss during the disposal of assets. 5) S216 of the IA 1986 provides a criminal offence is committed. Directors or shadow directors during the 12 months prior to the company’s insolvent liquidation who concerns himself during the next 5 yrs in the formation or management of the business with a name similar to the earlier company. S 217 imposes personal liability on such a person for the debts and liabilities of the second company. Ricketts V AD Valorem Factors [2003]. ) Under S15 of the Company directors disqualification Act 1986, a person who has been disqualified continue acting in the management of a company will b e liable for the debts of the company contracted during that period. He can be guilty of a criminal offence under S13. Lifting the veil 1) Disqualified director. S. 15 of the company directors disqualification Act 1986, where disqualified from being a directors in contravention of disqualification. D liable for all debts of the company which were incurred when he was so acting. The same applies to the person who knowingly acts on the instructions of a disqualified person. ) S. 122(1) of the Insolvency Act 1986 petition to wind up a company on the grounds above. That it would be just and equitable to do so. For instance the court might look into why the company was formed. 3) Company name: S349 companies act 1985. E. g. directors or secretary issues or signs on behalf of the company, a bill of exchange or order for goods under the company’s name incorrectly stated; they are liable if the company defaults. 4) Penrose V Martyr [1858]-a company’s secretary accepts a ‘bill’ drawn on the company’s name on which the name was incorrectly written. The company defaulted. Held: The secretary was personally liable. 5) Trading certificate. Where no certificate has been obtained to enable a public company to commence trading, the directors commit a criminal offence and are personally liable to indemnify the other party for loss if the company defaults. However, failure to obtain the certificate does not affect the validity of any contract. Judgement. It is difficult to be precise about the circumstances when a judge will be prepared to lift the veil of incorporation. In Wolfson V Strathclyde Regional Council [1978] the COA laid down the principal that it is only permissible for a court to lift the veil where ‘special circumstances exist indicating that the company is a mere facade concealing the true facts. Gilford Motor Company Ltd V Horne [1933], Jones V Lipman [1962], DHN Ltd V Strathclyde RC [1978], Adams V Cape Industries Plc and Another [1991]. Judges lift veil to reveal fraud, sharp practice, oppression and illegality. Judge have lifted the veil in the: 1) Alien enemies. During war time, where a company is control by enemy aliens contract will be unenforceable by the company. A company registered in the UK may be an alien enemy if those in control to its affairs are alien enemies. Daimler Co. Ltd V Continental tyre and Rubber Co Ltd [1916]. 2) Where company is formed to enable persons to evade existing liability there’s abuse of company law. Gilford Motor Co Ltd Horne [1933] an ex employee was personally bound by a valid restraint of trade from approaching his former firm’s customers. He set up new company to solicit customers of his previous employer. Held: The Company was a mere sham to cloak the wrong doings of the director and the court grant the injunction against the new company as well as against him. ) Lord Denning as prepared to life the veil in Wallerstiner V Moir [1974] there was fraud surrounding the making of a loan to director. The company of which he was a director made a loan to another company which was his ‘puppet’, so the loan should be treated as made to him. 4) Interest of justice. Creasey V Breachwood Motors Ltd [1993] an employee successfully claimed unfair dismissal against a company to whom all the assets of the original company, owned by the same individuals, had been transferred. However, the corporate veil can only be pierced if there is some evidence of impropriety or fraud. 5) Conflict viewpoint. In Creasey V Breachwood Motors Ltd [1994] the judge said ‘the power of the court to lift the corporate veil exists. The authorities provide little guidance as to the circumstances in which this power is to be exercised. ’ However, in Williams V Natural Life Health Foods Ltd [1998] the HOL took the view that the corporate veil was sacrosanct and should only be lifted in the most exceptional circumstances. ) In Trustor AB V Smallbon [2001] the def, a managing director had transferred substantial sums to another company. The Chancery Division was prepared to pierce the veil and recognise the receipt by that company as that of the individual in control, because it was used as a device or facade to conceal the true fact. However, in the absence of impropriety or fraud the courts will not pierce the veil. 7) Corporate manslaughter. Gross negligence manslaug hter- is the veil lifted here? Is the veil lifted in case where corporate manslaughter is established?