Indoor Management With Limitation And Exceptions Free Sample

Question: Discuss about the Indoor Management with Limitation and Exceptions. Answer: Introduction: The indoor management rule is a doctrine under the company law which is globally accepted. The usual course of practice a company adopts to enter into contracts and other transactions is through agents who are authorized to act for the company. Thus, the said doctrine of indoor management states how laws are established to protect the an outsider who acts in a bona fide manner while contracting with the companys agent against claims initiated by the company at a later stage that the company fails to be bound by the contract as the said agent lacked appropriate authority (Davies 2010). The common law indoor management rule relies on the presumption that it is nearly impossible for an outsider involved with company for transactions is to be aware of its internal management and working. According to the rule of indoor management any individual who deals or contracts with a company is not required to inquire whether the companys internal management in relation to the contract is properly followed as long as they are satisfied that the said contract or transaction has taken place according to the article and memorandum of association of the company. Thus, the said rule states that individuals contracting with a company are presumed to be aware about the content in the memorandum and articles of association of a company and can assume that the officer or agent dealing with them on behalf of the company has complied with the memorandum and articles of association of the company (Winch 2010). The said rule was established with the famous English case law Royal British Bank v Turquand (1856) 6 EB 327. In the said case, Mr. Turquand was the liquidator of a company which was insolvent. The said company gave bonds to the Royal British Bank on security of current drawings of the company. The said bond was signed by 2 directors and the companys secretary. On being sued the company argued that an articles of the said company states that the directors are allowed to borrow money only after company passing a resolution and the resolution does not specific the amount to be borrowed. The Court in the said case stated that the bond was duly executed as the bank was not entitled to know or inquire into companys internal management (Sealy and Worthington 2013). The Court said that bank had to be aware of the articles which were registered at the Companies House which is open for the public to review that the directors of the company have the authority to borrow money by a resolution. B ut bank was not required to know what was passed in the said resolution. This judgment created the rule of indoor management. In Australia, all the laws and regulations in relation to company and business law are stated in the Corporation Act 2001. The laws in the said Act are to be complied with every company operative in Australia. The law in relation to doctrine of indoor management is also incorporated in the sections of the Corporation Act 2001 (Delport 2011). Section 128 and section 129 of the Corporation Act 2001 discuss the rule on indoor management as applicable in Australia. Section 128 of the Corporation Act gives any person dealing with a company the right to make certain assumptions under section 129 of the Corporation Act 2001. Thus, the section 128(1) of the Corporation Act 2001 states that every person dealing with a company can make certain assumptions. In the case, Gye v McIntyre, the Court stated that the word dealing should be given wide interpretation to include not just contracts but also single transactions, pre-negotiations for contracts and purported dealings. Thus, the assumptions in the said case can extend to past transactions and dealing of a company, its dealings with a third party, situations where third parties mentions an irregular past dealing of the company with an outside. In fact, the scope of the said section extends to allow assumptions even if the agent of the company or its officers acts fraudulently (Dignam and Hicks 2011). However, the section does not allow assumption in cases where the individual assuming is aware or suspects the assumption to be wrong or incorrect. Thus section 128(4) of the Corporation Act provides a defense which the company can use against claims arose based on section 128 and 129 of the Corporation Act 2001 is that the individual was aware of the irregular internal management of the company and thus cannot rely on the assumption that the internal management was followed properly. Therefore, in USSC v Hospital Products International Pty Ltd, the Court stated that any dishonest failure on part of the person dealing with a company to inquire about irregularity in the management with the fear to discover fraud or breach is considered as having knowledge of the said fraud or breach. Thus, the doctrine of indoor management cannot be applied in such cases (Goulding 2013). Section 129 of the Corporation Act is the statutory adoption of the common law doctrine of indoor management. Section 129 of the Corporation Act 2001 states the list of assumptions an outsider dealing with a company is allowed to make. According to the said section, the first assumption a person dealing with a company can make is to assume the said company has followed all the provisions of its constitution and its replaceable rules which define a companys internal management (Goulding 2013). Although section 129(1) of the Corporation Act adopts the doctrine of indoor management, its scope is narrower compared to the common law doctrine of indoor management. The scope of section 129(1) of the Corporation Act 2001 is limited to assumption about the companys constitution and the replacement rules however, the common law doctrine of indoor management will go beyond to include assumptions about compliance which the company is required to comply with under the Corporation Act 2001 which talk about the companys internal management and not just the replaceable rules (Du Plessis et al 2010). Section 129(2) of the Corporation Act 2001 states that a person dealing with a company can assume that the director or the company secretary as mentioned in the information from ASIC are appointed under appropriate authority and have powers they are exercising in relation to the dealing. This section states something in addition to the common law doctrine of indoor management (Garnett2012). It is not the exact copy of the common law doctrine of indoor management because it states that the outsider dealing with company is not required to read the ASIC information to rely on assumption. Thus, the common law doctrine requires an individual who is an outsider in the company to have seen the records to rely on the assumption which is not the case in section 129(2) of the Corporation Act 2001. Section 129(3) of the Corporation Act 2001 states that any individual who is held out y the company to be an agent or an officer is duly appointed and has the authority to exercise the powers hes exercising. The issue in interpreting this section is to determine who has the authority to make the holding out (Shepherd and Ridley 2015). Thus, the said section is an attempt to make the common law doctrine of indoor management statutory in nature. In Crabtree-Vickers Pty Ltd v Australian Direct Mail Advertising Addressing Co Pty Ltd, the Court confirms that according to common law doctrine of indoor management holding out is permitted by individuals in the company with actual authority, however under section 129(3), the need of actual authority as opposed to ostensible authority is not states. Thus, the Corporation Act 2001 gives section 129(3) a wider scope compared to common law doctrine of indoor management (Singh 2015). Section 129(4) of the Corporation Act 2001 states that person dealing with a company can assume that the companys agent and officer duly performed their duties. Additionally, section 129(5) of the Corporation Act 2001 states that a person dealing with a company can assume that any document signed without the companys seal is duly signed if its signed by either 2 directors of the total 3 directors in a company, any one director along with the company secretary or single directors where there is no other director. Section 129(6) of the Corporation Act states that a person dealing with a company can assume that any document is duly signed if contains companys common seal or is witnessed by people when the common seal was attached to it. There are multiple interpretation to section 129(4) of the Corporation Act 2001, thus, the one that compiles with the common law doctrine of indoor management is usually adopted. Additionally, the section 129(5) and 129(6) of the Corporation Act 2001 als o is incorporated in the Australian business law to promote the common law doctrine of indoor management (Abeysekera 2013). Section 129(7) of the Corporation Act 2001 states that a person dealing with a company can assume that officer and agent who are authorize to issue documents for the company have the appropriate power to guarantee that the company papers and document are true copy. Under the common law doctrine of indoor management there is ambiguity about whether a company officer or secretary is authority to guarantee the documents of a company as genuine, however, the said ambiguity is solved under section 129(7) of the Corporation Act 2001 (Bachoo et al 2013). Thus, the provisions of 128 and 129 of the Corporation Act 2001 are formed with great efficient and the primary purpose of enacting the said sections in Corporation Act 2001 in Australia was to repair the faults and ambiguities present in the common law doctrine of indoor management. However, the said sections are complex in nature and somewhere fail to protect an outsider in reality failing to satisfy the intention of the Parliament while drafting the said sections. Thus, further statutory and legislative changes are required to make the section 128 and section 129 of the Corporation Act 2001 competent to promote the intention of the Australia Parliament to protect outsiders against the internal procedures and management of a company. Thus, the Courts in Australia like in Mahony v East Holyford Mining Co (1874-75), LR 7 HL 869 always rely on the doctrine of indoor management. In the said case, the articles of a company stated that cheques have to be signed by 2 or more directors or by a director along with the secretary, and the fact that the director who signed the cheques was not duly appointed was considered a matter of internal management and thus, the outsider who received the cheque was not required to assume whether the director was duly appointed. Thus, in Australia, in most cases, the doctrine of indoor management is relied on; however, the said rule has certain exceptions. The primary exception is knowledge of irregularity which is also stated under section 128 of the Corporation Act. This exception states that when the individual has knowledge of certain internal irregularity, he is not allowed to rely on assumptions mentioned in section 129 of the Corporation Act. For example, if share transfer certifi cate has to be signed by 2 directors and the transferor was aware that one of the 2 directors who signed the said certificate was removed or disqualifies to be a director, the rule of indoor management shall not apply. (Ferran and Ho 2014). Thus, any apparent irregularity is required to be inquired about and the said protection is not allowed to be relied on in such cases. The other exceptions to the rule of indoor management are suspicion, forgery, and representation through Articles. The indoor management rule is not applicable in cases where an outsider signing the contract is under suspicion of certain irregularity; in this case, he is required to inquiry into the matter and is not allowed to rely on the said doctrine if he failed to inquire. Documents which are forged do not come under the preview of doctrine of indoor management. Additionally, if the Articles of Association of a Company clearly states something or something with an actual direct interpretation, the outsider co ntracting with the company is suppose to be aware of the same. Thus, internal management procedures stated in the Articles of Association of a company do not come under the scope of indoor management rule. Additionally, the benefits of the said rule cannot be taken if the irregularity was discoverable with proper inquiry. Thus, both the common law doctrine of indoor management and the indoor management rule under the section 128 and 129 of the Corporation Act 2001 have adopted business approach in order to protect an individual who is an outsider when he makes transactions with a company. The principle behind indoor management of business convenience is to put the desired result of the business transaction above the financial interest of innocent officers and agents of a said company. Thus, the common law doctrine of indoor management and the indoor management in the section 128 and 129 of the Corporation Act 2001 differ in how balance is to be shifted to protect the outsider. In some aspects, the scope is wider in common law doctrine of indoor management and in some cases, the ambiguity in common law doctrine of indoor management is solved by its statutory interpretation mentioned in sections 128 and 129 of the Corporation Act 2001 (Nielson and Harris 2010). However, the routine practice of applicati on of indoor management gives various powers to the directors of the company, which are often mis-used, therefore, the common law doctrine of indoor management is required to be made statutory with its limitation and interpretation to make it clear and minimum the misuse of the said doctrine by the directors of the company. Reference List Abeysekera, I., 2013. A template for integrated reporting.Journal of Intellectual Capital,14(2), pp.227-245. Bachoo, K., Tan, R. and Wilson, M., 2013. Firm value and the quality of sustainability reporting in Australia.Australian Accounting Review,23(1), pp.67-87. Davies, P.L., 2010.Introduction to company law. Oxford University Press. Delport, P., 2011. Companies Act 71 of 2008 and the'Turquand'Rule.Journal of Contemporary Roman-Dutch Law,74, p.132. Dignam, A. and Hicks, A., 2011.Hicks Goo's cases and materials on company law. Oxford University Press, USA. Du Plessis, J.J., Hargovan, A. and Bagaric, M., 2010.Principles of contemporary corporate governance. Cambridge University Press. Ferran, E. and Ho, L.C., 2014.Principles of corporate finance law. Oxford University Press. Garnett, R., 2012.Substance and procedure in private international law. OUP Oxford. Goulding, S., 2013.Principles of company law. Routledge. Jooste, R., 2013. Observations on the Impact of the 2008 Companies Act on the Doctrine of Constructive Notice and the Turquand Rule.S. African LJ,130, p.464. Nielson, L. and Harris, B., 2010.Chronology of superannuation and retirement income in Australia. Department of Parliamentary Services. Ridley, A., 2011.Company Law. Routledge. Sealy, L. and Worthington, S., 2013.Sealy Worthington's Cases and Materials in Company Law. Oxford University Press. Shepherd, C. and Ridley, A., 2015.Company Law. Routledge. Singh, A., 2015. Company law. Winch, G.M., 2010.Managing construction projects. John Wiley Sons.

Lincoln Douglas Debate Notes free essay sample

Natural Law- a body of law or a specific principle held to be derived from nature and binding upon human society in the absence of or in addition to positive law Marxism-the political, economic, and social theories of Karl Marx including the belief that the struggle between social classes is a major force in history and that there should eventually be a society in which there are no classes General Welfare-The concern of the government for the health, peace, morality, and safety of its citizens What does Philosophy seek to accomplish? Going deeper into the debate than standard.Explain in your own words the philosophical concepts of Karl Marx. Wanting to make humanity a better place, eliminating things that constrict us. Explain in your own words the philosophical concepts of John Locke. The power of mind to overcome the impossible feats of logic. Explain in your own words the philosophical concepts of John Stuart Mill. We will write a custom essay sample on Lincoln Douglas Debate Notes or any similar topic specifically for you Do Not WasteYour Time HIRE WRITER Only 13.90 / page Eliminating the mystery of life in attempt to benefit society. Explain in your own words the points described in William Gildings Lord of the Flies. The main point is that we, as human beings, need a government. We need somebody to tell us what to do, when to do it, and how to do it.Our motives when we dont get what we want arena pure; the monsters in our heads want us to hurt whoever displeased us. What are the pros and cons of the idea of redistribution of wealth? Pro: It stop poverty lowers crimes make most of the peoples happy, increases productivity (a happy employer is a productive employ), equal rights and freedoms Con: coddles the poor, and reinforces the tendency of most people o be lazy, and happy to live on the dole What are the pros and cons of the idea of natural law? Pros: there is a fair set of rules set for everyone, allows us to establish common rules in order to construct society. Cons: Based on everyday notions and doesnt ask any questions such as should hospitals get more money than schools? What are the pros and cons of the idea of general welfare? Pros: programs funded by contribution, social safety net Cons: Culture of dependency, Programs too expensive. Name and explain the two concepts used to prepare and use philosophy before the debate round. The two concepts used are Research and Organize. These two things help you get your debate together so you have a factual, logical, and viable debate. Name and explain the three steps to using your understanding of philosophy during the debate round.Recognize and Label: Proposing a thought process that shows an initial picture, but closer examination can reveal deep philosophies and their properties. Then the debater proposes a simple philosophy corresponding their side of the solution. Explain and refute: educating your audience about the nature of the proposed idea. After the audience clearly understands, you can successfully show the contradiction between the opposing philosophies. Impact your arguments: Explaining the implications of weak philosophies, clearly expressing their detrimental effects on a society.Why is philosophy important in the Lincoln Douglas value debate round? It exposes arguments with strong logic, helping you to argue more thoroughly helping lead you to certain proposed conclusions. How can a limited understanding of philosophy become a dangerous tool? It could throw off your thesis statement, making your entire argument become untrue due to the fact that you couldnt grasp the entirety of the situation youre arguing. What is the most important step to using philosophy successfully in a debate mound?

Tell Essays - Fiction With Unreliable Narrators, The Tell-Tale Heart

Tell Tale Heart By Poe The short story can produce many different "types" of characters. Usually, these characters are faced with situations that give us an insight into their true "character". In the Tell Tale Heart, a short story written by Edgar Allen Poe, the narrator of the story is faced with a fear. He is afraid of the Old Man's Eye. The actions that this narrator performs in order to quell his fear can lead others to believe that he suffers from some sort of mental illness. The very fact that this narrator is so repulsed by the old man's eye, which he refers to as "the evil eye", is reason enough to be suspicious of his character. The narrator has an inner struggle with the thought that "the evil eye" is watching him and an underlying feeling that "the evil eye" will see the real person that he has become. This paranoia leads the narrator to believe that the only way he can put down his fears is to kill the old man. It is said that denial is usually the sign of a problem. If this holds true, then the narrator has the characteristics of a "madman". In the first paragraph, he asks, "but why will you say that I am mad!" (Kennedy & Gioia, 34) This statement can be looked upon as a statement made by someone going through a paranoid episode. He talks as if he is in frenzy, especially when he talks about hearing things in heaven and in hell. "The disease had sharpened my senses?Above all was the sense of hearing acute. I heard all things in the heaven?I heard many things in hell." (Kennedy & Gioia, 34) The "disease" that the narrator is talking about eats away at his conscience until "[I] made up my mind to take the life of the old man, and thus rid myself of the eye forever." (Kennedy & Gioia, 34) The progression of the story revolves around the actions of the narrator. He describes the "wise" ways in which he prepares himself to commit this deed. The way the narrator "stalks" the old man the whole week before he kills him can be evidence of a problem. Every night he would watch the old man sleep. He found comfort in knowing that the eye was not watching him, that it could not see the true evil within his soul. While the eye was closed, so was the idea of killing the old man. It is not until the old man awakens each day that the struggle within is apparent. This may be the reason why the narrator is so obsessed with watching the old man sleep. The actual act of murder, which the narrator believes was premeditated, was in fact a spur of the moment action. He toiled with the idea while the man was awake, that is, while he could see the "evil eye". However, while the eye was closed, the narrator was at peace. One night, during one of the narrator's "stalking" sessions, the old man awakens. The narrator goes into a paranoid frenzy, mistaking the beating of his heart for the beating of the old man's heart. During this frenzy, the narrator is afraid that neighbors will hear the beating of the man's heart. This causes the narrator to take action. He quickly subdues the old man and kills him. He then takes extreme steps in disposing of the body, dismembering it and burying it under the planks in the floorboard. These extreme actions can be used as evidence to the paranoia that is taking shape. The fear of getting caught would be a normal reaction to someone who has committed a murder. However, the dismemberment of the body was not necessary since the narrator had ample resources to dispose of the body properly. When the police arrive at the house, the narrator is sure that he has nothing to fear. He lets them into the house and bids them to search wherever they like. He leads them into the room where the body is buried and invites them to sit down. Although he fears nothing consciously, the narrator battles with his conscience subconsciously. He begins to feel uneasy when the officers start talking to him. The paranoia begins to build steadily and before long, the narrator hears the beating of his heart, which he again mistakes for the beating of the corpse's heart. This implication gives further evidence to the paranoid nature of the narrator. The beating grows louder

Free Essays on Telephone Conversation

Telephone Conversation â€Å"Telephone Conversation† qualifies as a piece of literature because it demonstrates both a universal message and an excellence of form. The universal message is that people who have a darker skin tone had more obstacles/hardships in their lives than those who are lighter. It has an excellence of form because of the way it was written, such as manner in which certain things were omitted. It also is written in a way that I can only describe as â€Å"rushed†. The text reads well, and doesn’t waste any time conveying its message. Skin tone, in the 1960’s, was a major factor in many places. In â€Å"Telephone Conversation† a man is trying to convince a woman to show him an apartment so that he may rent it. She asks him what color he is, and when he tells her, she automatically turns off (like as if there is a thick wall between her and the phone, like that blank look you see in peoples eyes when they have made up their mind and you cant change it. Then she repeatedly asks him if he is light or dark.. That is all that matters to her, and because he is dark, he doesn’t get the apartment. The form of this piece qualifies as excellent. Phrases such as â€Å"I said† or â€Å"She said† are omitted to give you the impression that this conversation is happening right now, in the present. In place of these are capital letters which indicate that the landlord is speaking and normal text format to indicate that the man is speaking. Also, capital letters are often used to indicate harshness. The woman is being harsh on the man, and the capital letters double as an indicator of her tone of voice. While reading this piece, I felt as if I were right there, in that cramped little telephone booth with him. I was so close that I could feel his heart rate quicken as he becomes just a little distressed, feel the muscles in his jaw clench as he bi t his lip and told himself to say the right things, and not the wrong things.... Free Essays on Telephone Conversation Free Essays on Telephone Conversation Telephone Conversation â€Å"Telephone Conversation† qualifies as a piece of literature because it demonstrates both a universal message and an excellence of form. The universal message is that people who have a darker skin tone had more obstacles/hardships in their lives than those who are lighter. It has an excellence of form because of the way it was written, such as manner in which certain things were omitted. It also is written in a way that I can only describe as â€Å"rushed†. The text reads well, and doesn’t waste any time conveying its message. Skin tone, in the 1960’s, was a major factor in many places. In â€Å"Telephone Conversation† a man is trying to convince a woman to show him an apartment so that he may rent it. She asks him what color he is, and when he tells her, she automatically turns off (like as if there is a thick wall between her and the phone, like that blank look you see in peoples eyes when they have made up their mind and you cant change it. Then she repeatedly asks him if he is light or dark.. That is all that matters to her, and because he is dark, he doesn’t get the apartment. The form of this piece qualifies as excellent. Phrases such as â€Å"I said† or â€Å"She said† are omitted to give you the impression that this conversation is happening right now, in the present. In place of these are capital letters which indicate that the landlord is speaking and normal text format to indicate that the man is speaking. Also, capital letters are often used to indicate harshness. The woman is being harsh on the man, and the capital letters double as an indicator of her tone of voice. While reading this piece, I felt as if I were right there, in that cramped little telephone booth with him. I was so close that I could feel his heart rate quicken as he becomes just a little distressed, feel the muscles in his jaw clench as he bi t his lip and told himself to say the right things, and not the wrong things....

Questions Pertaining to Mega Mountain and Columbia Food Company Essay

Questions Pertaining to Mega Mountain and Columbia Food Company - Essay Example Acting on inside information, Franklin gained an illegal advantage over other stockholders and profited from their losses. His actions were in direct violation of the Securities and Exchange Act of 1934. In order to prove its case, the Securities and Exchange Commission will need to secure the testimony of the executive secretary who shared the takeover information with Franklin. However, this testimony alone will not be sufficient to prove the case. If, as the scenario points out, the SEC has filed suit against Franklin and others, someone must have known about Franklin's entry into the executive offices to obtain information about the object of Mega Mountain's takeover. Using the testimony of both the executive secretary, and an informant who brought Franklin's activities to light, the SEC will be able to prove its case against Franklin for violation of the 1934 Securities and Exchange Act. Liuzzo and Bonnice (2006) define easement as "a right or interest in land granted to a party to make beneficial use of the land owned by another" (p. 321). Once an easement has been recorded, it cannot be sold or otherwise transferred. The question to be determined here is whether an easement was mentioned in the earliest available deeds of the two properties.

Drama, Comed, and Documentary Essay Example | Topics and Well Written Essays - 750 words

Drama, Comed, and Documentary - Essay Example Generally, both drama and comedy attract a larger audience when compared to documentaries. Comedy contains a lot of humor and therefore the liberals and the moderates make up the wide audience that is enjoyed. Conservatives, on the other hand, are able to relish documentaries, News and business channels and Sports. There are many similarities as well as differences between Drama, Comedy, and Documentaries. While Drama appeals to one's emotions and feelings, Comedy does not appeal to one's emotions but appeals to one's senses. If a person is not a humorous person or does not have a good sense of humor, he will not have the capacity to enjoy any type of Comedy. Drama does not have to be all that serious, neither does Comedy have to be totally hilarious. They could borrow from and lend to each other. Drama is based on people in difficult situations who try to find solutions to come out of it. It is primarily held together by emotionalism. It is supposed to look real and move the audiences emotionally. Comedy, on the other hand, is mostly hilarious and engages its audience by compelling them to interact, laugh, cry and exhibit the humorous side of their personality. In Drama, there is little or no interaction, but it makes one feel the situation that is being enacted. Drama draws its audience slowly and gradually, whereas Comedy has the capacity to grab at its audience on the spur of the moment. The centrifugal point in Drama is that it has a strong emotional knot that is slowly unraveled as the scenes proceed. Comedy could be a completely separate track all by itself and does not have to depend on other factors. In Drama, we have both Tragedy and Comedy. Tragedy goes beyond just Drama because it has heightened emotion, creates a greater impact on the audience and culminates in a catharsis.

Natural disaster Essay Example | Topics and Well Written Essays - 750 words

Natural disaster - Essay Example The disastrous effect of the earthquake in Haiti needs quick management and attention from the rest of the world and proper utilization of all the methods accessible for restoration of the country are important to save people in this part of the world. An article in the New York Times was published in January 2010 bearing the title â€Å"Thinking about a New Haiti†. This article provides an insight into the destruction that struck Haiti as a result of the earthquake. It explains the fact that many people lost their lives in this disaster and the infrastructure in the country became destroyed and people became stranded. It puts forward the fact that counties of the world including United States and Canada have started negotiating for aid and help to redevelop this country into a New Haiti. The author has also presented suggestions for quick recovery which include the utilization of the sources which the country has efficiently, spreading the people around the country to small towns and villages for the promotion of jobs and better living as well as the development of the roads and other structural requirements of the country. Foreign help and assistance from Haitians who are settled in different countries has also been put f orward in the article. â€Å"Thinking about a new Haiti† by the author is a subject that needs to be brought up and has been explained by the author perfectly. He has used language to create a proper connection between the Old Haiti and provided an insight into the development of the New Haiti. The author explains the poor condition of the people in a clear manner with these words, â€Å"In old Haiti there is still mostly horror. It is a nation of the homeless and maimed. Despite a stunning global surge of aid, many survivors still lack water, food and tents. â€Å"With this explanation he puts forward the importance of the aid that the Haitians require. The author coordinates his article in a manner to explain to