Pre registration contracts Essay example -- essays research papers

The common law view of pre-registration contracts was that the company did not exist for legal purposes until it had been formally incorporated (registered). This common law view resulted in company’s being unable to enter a binding contract until they had been registered.   Ã‚  Ã‚  Ã‚  Ã‚  However â€Å"given the delays which can be encountered in the registration process, the promoter of a company may wish to enter into contracts `for’ the company prior to its incorporation† . An example of this may be a promoter wanting to ensure a company will have stock on hand so it will be ready to operate when its registered. He might order stock and sign the contract in the unregistered company’s name. Since a company did not exist before registration it could not sign a contract itself or appoint an agent to sign on its behalf. Therefore promoters could not be seen as the company’s agent. Circumstances such as this are problematic and raise difficult questions as to the enforceability of the contract and the availability of damages for its breech.   Ã‚  Ã‚  Ã‚  Ã‚  At common law, a company was also incapable of ratifying a pre-registration contract after it was registered. â€Å"This was because under the law of agency , ratification has a retrospective effect and the contract was regarded as being made at the time it was entered into by the agent when the company was not in existence† . A company could only be held liable for a pre-registration contract if it entered into a new contract with the same terms as the pre-registration contract after it was registered. This is called ‘novation’.   Ã‚  Ã‚  Ã‚  Ã‚  Seeing as though a company would not be held liable on a pre-registered contract, the courts recognised that innocent third parties could be prejudiced. Accordingly â€Å"the courts were prepared on occasions to infer an intension by the promoter to assume personal liability on the contract†   Ã‚  Ã‚  Ã‚  Ã‚  An important case is Kelner v Baxter (1866) where the promoters who had signed the contract on behalf of an unformed company were held to be personally liable. In this particular case the promoters of an unformed company agreed to purchase stock and signed an agreement, which stated ‘on behalf of the Gravesend Royal Hotel Alexandra Hotel Company Limited’. A difficultly had arisen as since the company had not yet been for... ...is case an accountant who was one of the companies four promoters entered into a contract on behalf of a unformed company. The company failed to ratify the contract and the supplier attempted to sue all four promoters. The Supreme Court of New South Wales found that only the account was liable since he was the only person who had signed the contract. The court also made it aware that the accountant has a separate right to claim against the other promoters if he acted as their agent in regards to the contract.   Ã‚  Ã‚  Ã‚  Ã‚  Ã¢â‚¬Å" While the promoter is primarily liable in these circumstances, the company does have a potential secondary liability. Hence â€Å"where the company is registered but does not ratify the pre-registration contract within the prescribed time, the court may ‘do anything it considers appropriate in the circumstances’. The courts powers include the option of ordering the company to rectify the unfairness† . The courts are able to this by ordering the company to pay for part or all of the damages for which the promoter is liable, transferring property received under the contract to a party to the contract or paying an amount to a party to the contract.

Group Case 3: Mci Communications Corp., 1983

Group Case 3: MCI Communications Corp. , 1983 Executive Summary Assumptions The following are the assumptions we made through the whole analysis. The predicted revenues from 1983 to 1990 were assumed to follow the pattern in Exhibit 9A, despite the uncertainty of the higher access charge and competition increase. The marginal tax rate is 30% during that period. The firm must keep minimal cash balance of $100 million to support its operating activities.However, the change of operating NWC is assumed to be zero. Calculation To calculate the external financing needs during the period 1983-1990, we need to calculate the net cash flow from operation (i. e. the free cash flow minus after tax-interest paid). Along with the cash at the beginning of the year and the required minimum cash balance, we can get the external financing need for each year. See detailed calculation in Exhibit 1.However, due to the uncertainty of access charge change and competition, the operating margin would increas e or decrease by as much as 7% from the prediction, although the management was committed to the predicted revenue levels. Therefore, the external financing needs would vary correspondingly. See detailed calculation in Exhibit 2, and 3. The external financing needs under three scenarios are summarized below. In 1983, the company had no external financing needs, as it just raised $400 million in March.From 1984 to 1987, the financing needs kept increasing, as the company tried to expand. After that, there was no external financing need as the earnings are in good levels, except in the case of unfavorable situation where it still needs $270. 78 million in 1988. [pic] Recommendations & Conclusion [pic] Exhibit 1 Operating Margin at Predicted levels [pic] Exhibit 2 Operating Margin Decreased by 7% [pic] Exhibit 3 Operating Margin Increased by 7%

Cultural Context of The Things They Carried by Tim OBrien Free Essay Example, 1000 words

O Brien uses this stylistic device with the aim not to embellish the language but to escalate the intensity of emotional charge of the piece and present the full picture of the situation the young men found themselves in. By means of listing the things the men carried, the author of the piece addresses the difficulties, both physical and emotional, the soldiers faced during the war in Vietnam. The historical background on the participation of Americans in the Vietnam War, the reasons for such participation, the number of casualties, and consequences of such experience explain the emotional tension of the entire short story. Referred to by Americans as the Vietnam War (the Vietnamese call this period The American War ), the US military intervention to Vietnam took place from 1965 to 1973, which appeared to be the longest war in the history of the United States. Before the conflict, Vietnam was split into two parts: the pro-communist north and pro-American south, which were divided b y a demilitarized zone. Initially, the elections were planned to hold with the aim to find a solution to the problem but they never took place. We will write a custom essay sample on Cultural Context of The Things They Carried by Tim OBrien or any topic specifically for you Only $17.96 $11.86/page In particular, during the American intervention, about 250,000 of South Vietnamese soldiers and about 60,000 American soldiers were estimated to be killed or lost in action (BBC News). Those American soldiers who were lucky to return home also suffered a lot.