Corporation As a Legal Entity Case Study Example | Topics and Well Written Essays - 1250 words

Corporation As a Legal Entity - Case Study Example After carrying on a leather business for sometime, Mr. Salomon turned his business into a limited company. At that time the law required the number of shareholders to be essentially seven. Mr. Salomon held 20,001 shares with his wife and five children holding six remaining shares, making him the majority shareholder of the company. He also acted as the sole director of the company. Mr. Salomon sold his previous business to the company and received the payment in the form of debentures. The debentures were worth 10,000, which were secured by him with the charge, making him a secured creditor of the company. After some time his business failed and he had to liquidate the company. The debentures were paid off out of the remaining assets but nothing was left to pay the unsecured creditors of the company who sued Mr. Salomon to be personally liable for the debts of the company. The court's decision however went in the favour of Mr. Salomon on the basis that he had not committed any fraud and that he could not be held liable for his company's debts as a company is a separate being from that of its owners and directors, even when the majority of shares and debentures were held by him (Griffin, 2000) It is therefore evident from above illustration that a company's owners, shareholders, directors, and management cannot be termed as the same entity as the company itself, because in the light of law, these are distinct from each other. Therefore, the claim of the Bensons Carpfit Ltd's unsecured creditors that the owners and shareholders of the company should personally pay to them other than the company's assets is vague and has no legal obligation on the owner as commented by Cheffins (1997, p147), "in the ordinary course, a company's shareholders, directors, and officers are not personally liable for the company's debts". The case of Salomon v Salomon & Co validates this point and the court's verdict proved that director and shareholder could not be held liable for the debts of the company. The claim of unsecured creditors that Ben who holds the majority of shares, is the sole director and rest of the shareholders being his trustees in the company, should be held liable for the company's debts because he seems to have traded the company solely. The same was the claim raised by the creditors in the case of Salomon v Salomon & Co that Mr. Salomon being the majority shareholder and sole director of the company should be responsible for the company's debts. However, the court disagreed that even if that had been the case, Mr. Salomon could still not be held liable. Thus, the claim of the creditors of Ben's company holds no validity in the eyes of law. In the case of Levy V Abercorris Slate and Slab Co, the court enjoined that debenture entails existence or recognition of a debt. Ben also held debentures worth 10,000 having charge over the company's assets. The charge on Ben's debentures need to be determined by the court concerning their nature as being floating or fixed. In the case of Re Mamagh shoes ltd (1982), the court disregarded the parties' consideration of document as a fixed charge and reckoned it to be a floating charge. It means that the Ben's loan to his company was secured and in case of liquidation he was much in a

Basketball Gender Discrimination

Basketball Gender Discrimination Many studies from past centuries in countless different fields of research have shown that there are rampant increases of gender inequality in many fields. In the field of sports, this not something unheard of, but it has been a common trend in the past games and sports events. Several sociologists have been reported to claim that sport inequality has taken several dimensions such as gender, wealth and social class categories. These are said to have been brought about by cultural and economics differences which are the key players to discrimination in all sort of classification. (Wolff, 1994) Although many people despite sport and games, there is a major role played by both in bridging and alleviate the norm of community cultures that brings social discrimination leading to inequality. While focusing on my favorite hobby basketball, I am first and foremost thrilled to give brief details of its history. Basketball is a sport that started at about two centuries ago. It begun in early December in the year 1891 by a famous man named James Naismith. This was at a time when there was serious search for indoor games intended to keep students occupied. Furthermore, like any other sporting event, it was not only for the keeping of the student occupied but also for the maintenance of proper level of fitness during the winter season in New England. This followed after the search for proper game that was neither tough nor too poorly designed in door plays. During such early times, the event used peach baskets which were replaced in the early twentieth century by metal hoops with blac kboards. The rules which the founders of the game wrote were found in the year 2006 and were basically invented from children’s game named duck and rock. (Wolff, 1994) Basketball game was first played by a group of young men in the young Christian gymnasium in the year 1892. This was founded in London England, which was an institutional organization that was dedicated to using Christian principles into practice to young men. The living conditions for these young men were not safe and were often neglected, thus the beginning of the game was a hallmark of bring change in the sociological arena, as this was a way substituting there life on the streets for prayer and bible study and drawing them into a new social kind of life. However, the first encounter of the composition of the sport participants is of great concern in terms of inequality. Despite the noble ideas of George William for starting such an organization which were quite unusual, and which crossed the inflexible lines that separated all the different social classes of all those lived in the England boundary; the whole community was entirely male dominated. Perhaps, this was as a result of the first intentions for creation of male institution and not an institution for both genders. Thus, the young men’s Christian association was initially composed mostly by males, showing an enormous skewed trend in the men’s side in the institutional composition. Following the interest of some of the enlightened women, there was a great struggle between the basketball leaders of the early period to include females this particular sport. However, this was all in vanity. The only achievement that yielded from such struggles was the abolishment of admitting the only males to the organization and soon or later the association would provide opportunities to all men, women and even children without any regard to racial, religious or nationality back grounds. (Axthelm, 1971 The inclusion of women in the organization was a major advantage to them. This paved way and gave them a chance to in the participation of this today’s world class game. They had opportunities to watch how the game was organized and they even got entertained as they watch the men play. The inclusion of females to actively take part in such a game was a real ordeal. Men were unwilling to help the women group to establish their own club. Therefore, it took a lot of time to establish a women’s team as they lack full support from the expert side of men. It took all the efforts of one of the females to come up with a women’s. This work was under taken by a renowned woman in the history of basketball by the name Senda Bereson. She set on his work to teach women basketball in the year of 1892, which is almost at one year after the men’s play had begun. In her work, she was fascinated by the new sport and the values it could teach. Thus she organized the first wom en’s basketball in the following year. In order to improve the performances of the women play, she used to watch plays performed by smith’s freshmen as they played against sophomores. She was also interested on improving the rules and regulations for the female basketball. Her work of writing new guidelines came into culmination when she published the first women’s basketball guide. This furthered the spreading of the women basketball and lead to improvement of the version of basketball for women. (Bonsor, 2006) Although, the spreading of basketball from young men’s Christian association was one of the major events that saw great removal social barriers in most countries, by enabling the spreading of the game throughout the United States and Canada. But due to some misuse of their initial ideas by some groups in the development and improvement of the game standards, within a few decades, they had to discourage the new sport terming it as rough and rowdy game. The game had turned to be involved in spreading political and economic challenges. Women had started to turn into lesbians during such games. However, their efforts to do away with it were all in vain. Amateur clubs, colleges and professional clubs could quickly fill the void and argument the spread faster than before. Pro –league were formed in the beginning of the twentieth century which included the national basketball league. This was put in place to protect all the players from exploitation and to promote a lesser rou gh game. The parties who were involved were supposed to provide security to men, boy. (Axthelm, 1971) With the effect of the spreading of the game, many institutions also embraced it. By the time it had gone for over five decades, basketball had become a major college sport. This in turn gave birth to the growth of professional basketball. Following the great concerns of different people from all parts of the worlds in the early 20s to 30s, the game had been almost in practice in all the developed and developing countries. Due to its introduction in most countries, the game has formed part in the major competitions that are taking place in the today’s world competitions. This includes Olympic Games and many more others. This as one way of providing opportunities to people to interact, it gave people from different continents, countries and ethnic groups to come together and share experiences and cultural traditions from different backgrounds. From the early researches, it is shown that head’s school played its first women’s inter-institutional game against the Un iversity of California in the year of 1892. From this period, several women clubs were started for basketball events. This lead to increased intercollegiate women’s game. However most of the coaches of that time were men drawn from the different part of the states. Thus, there was disparity in the composition of the bodies which were charged with the responsibilities of organizing, managing and controlling the sport. This perhaps was due to the fact that most men had developed much interest in the event, thus they had an ease of learning the requirements and operation of the game. At the same time most college seemed to encourage the participation of men in the play than any other group. For instances, by the start of the twentieth century, many colleges and universities in the United States began sponsoring men’s sports. These included universities such as university of Chicago, Columbia University, university of Manniseto, U.S. naval academy, university of Utah, Yale University and many more others. This accelerated the disparity in the participation of men to women basketball. Another major reason which might have contributed to this disparity is that, historical, participation of women in sports was discouraged or banned as they were viewed as people with tender masculine who could not tolerate the strenuous stretching activities which are involved in sports and games. (Axthelm, 1971): However, as civilization and education enlighment dawned to most of the people, the altitude towards the basketball sporting changed with time in an amazing manner. In the developed countries where civilization and technology begun, they had formed several folds of women’s basketball committees in the year 1910. These were geared towards the mitigation of girls’ child performances in sports. National and international women’s basketball executive committees were also raised. These could organize women’s basketball competitions in different colleges and universities. In addition, they were in charge of state tournaments and nationals women’s basketball championships hence being mandated with the same powers as men. On the same empowerment, men and women were given the same equality, and this resulted into the application of men rules in the play game. The women’s competitions of 1940s were conducted using the men’s rule hence it is said that women played against men in several championships. (Wolff, 1991) In the recent reports from different broadcasting and news papers, journals and internet sources, it has been reviewed that there is enough supporting bodies for the both men a basketball. These bodies ensures that there enough money to spent on equipments, training, travel and uniforms for males. They are mostly focusing on both the child boy child in schools, so there is more disparity which is being experienced in the present and the near future. To a larger extend, they are committed to ensuring that even cheering opportunities are areas of discrimination. By mixing the cheering squads for both men and women, they can try to alleviate the general phenomenon of favourism. Once the authorities are on their hand, they have recently fired and made reshuffling of coaches in various men and women basketball teams. There are increases in percentages in the admissions of recruits for women to curb the problem of disparity which was created by the old practices and culture by our forefath ers. (Bonsor, 2006) References: Axthelm, P. (1971): The City Game. Wolff, A. (1991):100 Years of Hoops. Wolff, A. (1994): The Official NBA Basketball Encyclopedia .2nd Ed. Bonsor, K. (2006): Newly found documents shed light on basketballs birth. ESPN.com. Associated Press -Retrieved on 2008-03-7.

Kurt vonnegut :: essays research papers

Kurt Vonnegut Served as a sensitive cell in the organism of American Society during the 1960's. His work alerted the public about the absurdity of modern warfare and an increasingly mechanized and impersonal society in which humans were essentially worthless and degenerated. The satirical tone and sardonic humor allowed people to read his works and laugh at their own misfortune. Vonnegut was born on November 11, 1922, in Indianapolis, where he was reared. His father was an architect, as his grandfather had been. Though the family's fortune was eroded during the Depression-his father went without an architectural commission from 1929 to 1940-they were well-to-do. Kurt attended Shortridge High School, where he was the editor of the nations oldest daily high school paper, the Echo. (((high school quote))) Vonnegut was expected to become a scientist, and when he went to Cornell in 1940, he chose, at the urging of his father, to major in chemistry. (((college quote))) "Chemistry was everything then," he said. "It was a magic word in the thirties. The Germans, of course, had chemistry, and they were going to take apart the universe and put it together again. At Cornell, he was the managing editor and columnist for its daily paper, the Sun. Among interned as a prisoner of war in Dresden, Germany. It was here that he experienced what would later become the basis for one of his best-selling novels, Slaughterhouse-Five. "(Dresden) was the first fancy city I'd ever seen. Then a siren went off-it was February 13, 1945-and we went down two stories under the pavement into a big meat locker. It was cool there, with (animal) cadavers hanging all around. When we came up the city was gone." This experience, or rather, disaster, was the Allied firebombing of Dresden in w hich over 130,000 people, mostly citizens, died for no apparent reason. Despite the horror of the incident, he maintains that the experience did not change his way of thinking, but rather gave him another viewpoint from which to observe the absurdity and cruelty of the human race. "The importance of Dresden in my life has been considerably exaggerated because my book about it became a best seller." (p. 94 CWV) Vonnegut returned to the United States determined tp be a writer, and to deal with the experience of Dresden, though it was nearly 25 years before he was able to do so.

Frankenstein and Paradise Lost Essay

Shelley’s story of a creature created by Victor Frankenstein has striking similarities to Milton’s ‘Paradise Lost’ from the outset, as the second letter in the novel that documents Frankenstein’s misfortune, is sent from ‘Archangel’. Satan was an archangel before he was banished from heaven for challenging God, and we know that he was supposedly perfect. Frankenstein sought to make ‘a human being in perfection’, although both the creature and Satan fell from grace at the hand of their creators. The opening line of Paradise Lost underpins the correlation between the tales; ‘Paradise Lost’ opens with the lines, ‘Of Man’s first disobedience, and the fruit, Of that forbidden tree,’ this is referring to Adam who took forbidden fruit from the tree of knowledge and was therefore exiled by God. This story of Eden and mans downfall has obviously influenced Shelley as Frankenstein’s pursuit of ‘nature to her hiding places’ is what led to the demise of himself and his family. Milton’s Satan challenges God; Adam and Eve are tempted by Satan to eat the forbidden fruit and this echoes in Shelley’s novel and Milton’s poem, as he tells us that ‘heaven hides nothing from thy view. ‘ Yet both Satan and Frankenstein want more than nature has to offer, and the irony in the events leading up to the monsters creation are highlighted, by Shelley’s use of dark and gothic descriptions of foraging in ‘vaults and charnel-houses,’ and how ‘the worm inherited the wonders of the eye and brain.. ‘ This dark depiction echoes the fate of Frankenstein, the monster and Milton’s Satan, as they all endure an experience of Hell; Frankenstein’s personal hell was of ‘of intense tortures such as no language can describe,’ and his endurance of a ‘deep, dark, death like solitude, ironically echoes his creation’s feelings of loneliness and despair. The monster however, ‘considered Satan as the fitter emblem’ of his condition and continued sufferings, but his hell was also a personal one, to be lived out on earth, and unfortunately alone. Satan, at least, had ‘his host of rebel angels’ and had experience of a ‘father’ and being loved, his demise was through choice, as was Frankenstein’s. It is Satan and the monster who initially invoke the readers compassion, as the monster seems of a benevolent nature as he watched the ‘beloved’ De Lacy family and took ‘pleasure’ in aiding their labours. He also shows altruistic behaviour in saving a drowning girl, and lighting a fire to warm his creator, making him possibly more sympathetic than Frankenstein, who forgot his family in his aspirations to ‘become greater than his nature will allow. ‘ The monster states, after reading Paradise Lost and other literature he has found after eating the metaphorical apple, that ‘sorrow only increased with knowledge’, as he became aware from the De Lacey’s, of such things as love and acceptance that he came to long for. His good intent could also be interpreted on his hearing Saphie play music that he found ‘so entrancingly beautiful that they at once drew tears of sorrow and of delight from my eyes. ‘ Satan’s ruin also came from his pursuit of knowledge, leading both ‘men’ to their exile from the people they sought acceptance from. According to Stephen Boyd*, Shelley’s husband believed that ‘men are not inherently corrupt, and that they are perfectible,’ adding to the influence of Frankenstein being to blame for the monster’s feelings of ‘vengeance to all mankind,’ and Frankenstein’s own corruption when trying to discover ‘the elixir of life. ‘ Shelley portrays the monster in child-like ways throughout the novel, as he learns empirically; ‘it was a long time before I was able to distinguish between the operations of my various senses,’ and he burns himself with fire as a child with no awareness would. This allows the reader to feel some empathy towards this ‘wretched creature’, as we imagine an abandoned child, but also reinforces her exploration of human nature as potentially good. Frankenstein and the creature both state they were ‘formed for peaceful happiness’, like Milton’s Adam, making them perfect antiheroes. It could be argued that the monster’s rejection is what made him commit such heinous crimes against Frankenstein’s loved ones, as the rejection he continually faced made him ‘wretched’. We could see Shelley taking the stance that man made a monster, and man also made him monstrous. As the monster lives in a hut, we are reminded that he doesn’t only live outside physically, but emotionally as he is a mere voyeur of family life while watching the De Lacys, and this social exclusion is to blame for his murderous behaviour, again relating to Satan who was excluded my his creator. We could again relate this to Satan who is looking for earth and is also ‘racked with deep despair,’ as are Shelley’s characters. Frankenstein also resembles God, as he created his own version of Adam, and the monster that he constantly refers to as ‘fiend’ and ‘devil’ reminds him; ‘You, my creator, abhor me..’ his plea resounds through the humanity of every reader who has ever felt alone or incomplete, but these feelings however are to be changed as the monster commits heinous crimes against the humanity he once ‘longed for,’ and on his final rejection he cries; ‘oh, earth†¦ the mildness of my nature had fled, and all within me was turned to bitterness and gall. ‘ This is when the role of God is transferred from Frankenstein and to the monster who will now decide his fate.

Gag Clauses Essay

For the past ten years, the Health Management Organizations (HMO), who is responsible on the health care programs, had imposed a new system that restrict and inhibit physicians in communicating to their patients. (Wynn, 1996) This is known as ‘gag clause†. The physician must not discuss the medical condition and all treatment options of their patients. These include the right health care plan, the appropriate treatment and medications that may be benefit to the patient in terms of cost. (Liang, 1998) The issue on the gag clauses creates a big noise especially on the practitioners and physicians. This issue receives many criticisms. According to some critics, it is the obligation of a physician to educate and inform his patient on what kind of treatment, and the kind of health care plan. This is because physicians are trained to treat the bad health conditions of their patients. The gag clause thus inhibits the open discussion of the two parties. Because of the gag clause issue, the House of Representative and the Legislature of United States are now making a proper move to inhibit the gag clauses in physician contracts. But almost 200 million of the citizens of the said country rely on health care programs of HMOs. The lawmakers of United States, who had made laws and enforces these to protect its citizens, medicine companies as well as the practitioners from the HMOs, still HMOs finds a way to control the actions of their hired physicians. This is the termination-without-cause clause. In this clause, the physician to be hired by HMOs can be fired for any reason. The restrictions of physicians in communicating to their patients produce major problems especially on the side of the patient. One of these problem is the lost of trust and confidence of the patient if his original physician has been deselected. Then the second physician must handle the latter treatment on the patient which is very difficult because of little time. Then the second physician also faces a constraint in communicating to his patient. This will result to low quality health care service given by HMOs. The welfare of the patients is being jeopardized because of gag clauses. A study was conducted on the performance of physicians experiencing gag clauses from their health care company. From the physicians who were interviewed, majority do their medical obligation as part of their ethical duties in providing the necessary medication and treatments for their patients. They do not even read carefully the provisions of the contracts they signed in handling their patients. But because of the alarming issues on the deselecting, physicians were limited on communicating to their patients the health conditions and proper treatment. While on the side of physician sectors, there profession is being put at risk. As a physician, their responsibility is to take care of their patient which is the core of their medical responsibility. If these physicians were unluckily deselected, their ethical responsibility to raise and support their family will be affected. Thus, physicians are faced in a two situations were they must choose which will they do. Thus the purpose of their profession is being sacrificed. In almost contract signing, there are some elements to consider and understand by both parties before they undergo in signing. Some of the key terms to consider are the payment terms, duty and obligations of parties, representations and warranties, conditions on the closure of the contract, some liability issues and termination rights. In contract signing in a managed care setting, the identification of the parties who will sign the contract must first be done. In terms of managed care setting, the health care provider, physicians and the consumers or patients are the main characters. Then the recitals will follow. In this part, it contains the background of the contract as well the objective. The obligation of the parties involved is the next element to be discussed before signing. The health care provider will provide all the necessary treatments needed by the patient for his wellness. This includes the necessary and appropriate health care plan. While the physician medical responsibility is to provide the necessary treatment needed by the patient in which he can apply his profession. These include care and medication of the patient. And lastly, the obligation of the patient is in term of financial obligation for the health care provider and to the physician. (Allbusiness, 2007) Next to be considered are the terms of the contract. It must be clearly stated what are the sanction if one of the terms was not made. Also, the contract must be known if it is an only one time or it can be renewed. And if the contract is renewable, how it can be renewed? These questions must be first answered before the signing of the medical health care contract. After this, the price must be set. How much will it cost the service of the health care provider to their costumers or patients and the salary of the physician assigned, as well as the terms of payments between the parties? When will the due of the payment and what are the consequences if the due was not met by one of the party concerned. Warranty is also part of a contract. The warranties must be clearly stated on how it can be claimed and in what way. If the health care program does not meet the terms, how will the health care provider pay the consequence? And how long the warranty will is good for. And lastly is the term of termination of the contract. When will the health care program end in concern on the patient? When will the physician medical obligation ends. The above are mentioned are the key terms in contract signing in a health care setting. (Allbusiness, 2007) In contract signing in a health care setting, a major concern that must be considered is that-if the contract contains provisions of illegal act? Because majority of the HMOs contract’s contain provision of not letting communication on the physician-patient relationship, the Federal government of United States enforce these HMOs to eliminate these gag clauses. In a contract, it is stated that the patient under a health care program is entitled to all benefits of the health care program. ( Scanlon, 1999) Because of this, the Health Care Financing Administration force HMOs to eliminate gag clauses on their contracts. If a contract contains illegal act such that of the gag clauses, it will be considered as a violation on the Medicare law. This is because almost physicians believe that inhibiting them in communicating with their patients about their medical condition might result to increase on the risk on their health condition. (Frascati, 2005) Even tough some of the health care plans of HMOs were revised in connection with the gag clauses; still there are provisions and conditions that hinder the communication of physician-patient relationship. Some of these provisions are the business confidentiality clause, nondisparagement clause and nonsolicitation clause. These provisions are discrete form of inhibition of the communication. (Lott, 1997) If one of the provisions in a contract is unenforceable like no legal action or waiver of right to trial by jury, and then the contract is considered void. (Higuchi, 1995)