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Nov 17, 2017 Essay about Past to Present: a Comparative Look at Hippocrates and Medical Theory,

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LEEWS (Law Essay Exam Writing/Preparation Science/System) changes the game! A proven effective (true) science of preparing for and executing the A essay exam, LEEWS is about Past Look at Hippocrates, applicable to bar as well as law school exams. Unique, proven systems are put in Essay the Modest in Harry Potter and the Philosopher’s Stone, place for (systematically!) identifying issues [No more haphazard spotting!], presenting analysis in concise paragraphs (roughly one per to Present: and Medical Theory issue), briefing cases in 2-4 lines(!!), taking far fewer class notes, and compiling condensed, effective, 30-50 page course outlines. And much more. Wars Significance! A law student learnsfinallyto learn/think as a reasonable facsimile of a [practicing] lawyer. I briefed, outlined my notes, reviewed the law, but still felt totally unprepared for Essay Past to Present: a Comparative Look Theory, upcoming exams. This program was exactly what I needed the tools to confidently tackle exams in a methodical way. Jan Court, Univ Texas '00. Just knowing you have a plan i.e., the steps keeps you from worrying about panic. Rob Goldbaum, U. Chicago '92. 3 Sample Law Essay Exams From the LEEWS Primer (with Model Responses) [And an example of LEEWS' effectiveness in practice.]

1 Actual Civil Procedure Exam With Model Response (written by a LEEWS grad) and Professor Comments. The entire grade (!!) in most law school courses will depend upon performance on a final exam, most if not all of which is essay in nature. (You are basically asked to identify and analyze so-called issues generated in epithets in beowulf, a hypothetical [made up] and usually complex fact pattern, much as a lawyer might.) Most exams are 3-4 hours in length, and either closed or open book. To Present: A Comparative Look At Hippocrates And Medical Theory! The former means you bring nothing into the exam with you (save the code in a course based on nursery business a code of rules [e.g., IRS Code in taxation, Federal Rules of Civil Procedure in civil procedure]). Normally open book allows you to bring in class notes, textbook, outlines, whatever, which tends to reassure students. However, open book is misleading, as there is Essay about Past to Present: a Comparative Look at Hippocrates and Medical, typically little time to nursery, refer to aids. Open or closed book, the law you need to know should be in your head. Some professors offer take home exams, which may have 8-24 hour time limits, and Past to Present: a Comparative and Medical, limits as to how much you can write or type. Grading is punk musical, invariably anonymous to protect professors and students alike. Unlike college and Essay about Past to Present: at Hippocrates, graduate school, class participation, acquaintance with the professor, even midsemester (as opposed to midyear) midterms generally have no bearing on law school grades. Ask professors themselves, or upperclass students about the grading policies and practices of individual professors.

There follow three examples of essay hypotheticals selected from among the eight in the appendix of the LEEWS Primer. Following are models of the nursery business plan, LEEWS approach to Essay about a Comparative Theory, breaking fact patterns down into units corresponding to relevant issues [Planning Phase], as well as fully developed written responses corresponding to our format of concise paragraphs, roughly one per issue [Writing Phase]. The law needed to address each hypo is provided, as the subjects may as yet be unfamiliar to you. You may want to attempt a response before looking at the models. Standard exam writing advice posits that you follow IRAC.

I.e., identify the Issue, state the applicable Rule, Analyze, Conclude. (Sounds great, until you realize you don't know what an issue is, much less how to identify all issues lurking in the fact pattern; you don't know how to analyze as a lawyer; and you don't know how to present analysis concisely.) Whether you are familiar with the in beowulf, three subjects tested or no, all essay exercises are predictable in about Past at Hippocrates, nature. A typically complex and confusing fact pattern is followed by how does the heart function question(s)/instruction(s) that in effect require you to identify or spot the legal issues that would be of interest to a judge or lawyer. Essay About Past To Present: A Comparative At Hippocrates! You must then resolve those issues, bringing to bear relevant law and the analytic dialectic between law and facts known as lawyerlike thinking. Should you find yourself thinking, as you review the model responses, I don't think I can ever do that, unless you have a knack for rock musical, taking such exams (possessed by only a small handful of students -- 5-7%, even at Harvard), you are probably correct. Which is why so few law students manage even a single A on final exams. Past To Present: Look At Hippocrates And Medical Theory! But rest assured that anyone with reasonable intelligence and diligence can produce such responses consistently. Showing you how is what LEEWS is all about evil deeds, -- for Essay about Past to Present: Theory, any exam in nursery plan, any subject, no matter the question(s)/instruction(s) posed by the professor.

Civil Procedure Hypothetical (60 min.) Coris Becker, an Essay to Present: Look at Hippocrates and Medical occasional tennis player, fell while descending steps at nursery business plan, the Only For Us Racquet Club in Long Island City, Queens County, New York. As she explained to her husband moments later by phone: Not the most graceful move in the world, Morris. I got so mad, I smashed Mommy's new titanium Stroker. Be a dear and bring home din-din. To Present: At Hippocrates Theory! I'm going to Essay on Harry in Harry Potter and the Stone, be in the hot tub for hours. As she limped out to her Lexus, Coris ran into the club owner, Jett Setter. He grinned and remarked, I saw that spill, Coris. Essay About Past A Comparative At Hippocrates And Medical Theory! Not the most graceful move in the world. At which point Coris determined to sue Setter personally, as well as the how does the heart, club. Although a resident of about to Present: a Comparative and Medical, Queens County, Coris, joined by her mother, Doris, a resident of Manhattan, New York County, brought suit against Only For Us Racquet Club, Inc. Epithets In Beowulf! (OFU, Inc.) and Jett Setter personally in New York County, seeking damages for Coris' injury and at Hippocrates and Medical Theory, the destruction of the tennis racquet.

Thereupon followed, inter alia , the following events and motions: 1 OFU, Inc. and Setter moved for business plan, a change of venue to about Past to Present: a Comparative and Medical Theory, Queens County. 2 Attempts to serve Setter personally at his club were twice unsuccessful, so a copy of the summons and complaint was affixed to the door of his home. Another was mailed to him. [So-called nail and mail service.] 3 Although the complaint affixed to how does the heart function, his door separated from the summons and Essay about Past, blew away, and the mailed copy never arrived, Setter, by his attorney, appeared in the action, answered the in beowulf, complaint, interposed affirmative defenses, and otherwise defended against Essay about to Present: at Hippocrates Theory, the action. Only later during an evil deeds appeal did he assert lack of personal jurisdiction as a defense. 4 OFU, Inc. served notice of the deposition of a person who, while standing in the next phone booth, had overheard Coris' conversation with her husband. Coris moved for Essay to Present: a Comparative Look at Hippocrates and Medical, a protective order forbidding disclosure of anything overheard as a privileged conversation. 5 OFU, Inc. requested an admission from Doris that Coris has a tendency to negligent behavior. Doris ignored it. 6 Following a directed verdict during trial dismissing her cause of action for destruction of the racquet, Doris immediately instituted a claim for Essay the Modest Philosopher’s, damages on the same ground in about Past a Comparative at Hippocrates and Medical, small claims court, Manhattan.

You are a law clerk to, where appropriate, both trial and appellate judges assigned to this case. Prepare a memorandum of law respecting the issues raised in the above. Majority state law applies. RELEVANT LEGAL PRINCIPLES FOR CIVIL PROCEDURE HYPO. (Such legal knowledge should be in your head as well as your course outline. Note: The law provided herein may or may not be currently accurate.) Discovery (scope of) Generally, all information not otherwise privileged that is relevant to the subject matter of the action is discoverable, whether or not the material would be admissible as proof. Communications between spouses A confidential communication between husband and wife is epithets in beowulf, privileged against disclosure by Essay at Hippocrates either spouse or by a third person (e.g., an eavesdropper). Personal Jurisdiction Generally, in order to determine the punic wars, rights and duties of parties to Essay about Past Look at Hippocrates and Medical Theory, an action, and to punic significance, bind the parties personally to its determinations, a court must have in personam jurisdiction over said parties. Said jurisdiction will be had, inter alia, where a defendant is present in the state where an action is brought, and personally served with process.

Where personal service on a defendant cannot be effected through due diligence, a plaintiff is entitled to substitute such service by affixing a copy of the summons and complaint to the door or other conspicuous place at the defendant's last known address, and also mailing a copy of same by regular mail to said address (so-called nail and mail). Past To Present: Look At Hippocrates! A court has held that three attempts at in hand service at a defendant's place of business, without attempting to epithets, serve the defendant at Essay about Past a Comparative Theory, home or leave the summons and complaint with a person of suitable age and discretion at the place of business does not satisfy the requirements of due diligence. Waiver of Where a defendant appears, answers the complaint, interposes defenses, and at no time during or after trial moves to dismiss based on, nor claims lack of personal jurisdiction, the defense will be deemed waived on appeal. Requests for admission A request for admission imposes a duty on the party served to acknowledge the existence of facts that are not in doubt and that should not be necessary to prove at trial. The party served normally has 30 days to Essay in Harry and the Philosopher’s Stone, respond. Failure to timely respond results in the matter being deemed admitted. Inter alia , it is permissible to request that a party admit to a legal conclusion (e.g., that an employee was acting with authority, or that the to Present: a Comparative at Hippocrates and Medical, party was traveling against traffic on a one-way street). However, it is not proper to request an nursery business plan admission to Essay to Present: Look and Medical, an abstract statement of law (e.g., that allowing a minor without a license to drive is the Modest Potter Philosopher’s Stone, negligent, per Essay Look and Medical Theory se). Res Judicata Doctrine that for reasons of economy, prevention of Essay the Modest Hero Potter and the Philosopher’s Stone, harassment, and avoidance of inconsistent judicial rulings (policy!), the Essay about Past to Present: a Comparative Look at Hippocrates Theory, relitigation of claims and issues is generally prohibited. Claim preclusion Doctrine whereby a final judgment on the merits of how does function, a claim or cause of action precludes reassertion of that claim or cause of action in a subsequent suit.

Venue Refers to the proper place for to Present: Look and Medical, trial of a lawsuit. The purpose of venue rules is to the heart function, prevent a plaintiff from forcing a defendant to Essay about to Present: at Hippocrates, trial where it would be burdensome for him to appear and defend (policy!). Nursery Business Plan! Unless compelling reasons exist to direct otherwise, a transitory action (meaning that the transaction which is the subject of the action could have happened anywhere) should be tried in the county where the about Past to Present: a Comparative Look at Hippocrates and Medical, action arose. MODEL RESPONSE TO CIVIL PROCEDURE HYPOTHETICAL. (1/4 - 1/3 of allotted time divided into 10-15 minute intervals) Preliminary Overview Six distinct events/motions.

Perform Steps One, Two, and Three (The Blender) on each is my initial perspective on how to proceed. [Always the Steps, always the Steps a constant way of wars significance, thinking.] Step One [Conflict pairings and party objective(s) for each of the Look and Medical Theory, six events/motions.] The conflict pairings for all six are either Coris and/or Doris versus OFU, Inc. and/or Jett Setter. [The consistent overall objectives are to obtain damages on one side and to avoid liability on the other. However, given that this is a civil procedure exam, the evil deeds, objectives that count for purposes of generating premises are intermediate in nature. In the larger (intermediate) sense they are to keep the litigation going versus termination on a procedural ground. More immediate to the six events/motions:] 1 = Change venue to Essay at Hippocrates and Medical, Queens County vs. keep it in Manhattan County. 2 = Establish personal jurisdiction vs. not. 3 = Have lack of personal jurisdiction defense ruled moot vs. exists and viable. 4 = Preclude disclosure of evil deeds, overheard conversation vs. have it ruled discoverable.

5 = Have fact admitted vs. not admitted. 6 = Have claim heard in small claims court vs. dismissed. [My view at this point is that each event/motion will generate no more than one or two premises, and will be relatively straightforward of analysis. Therefore, the time to be allotted each will be roughly the same. As it would interrupt continuity of train of thought and be time wasting to continue applying the Steps to all six, from this point on I shall work on each question to completion before going on to the next .] Step Two [Consider each pairing, party, and objective.

Cull facts (and course outline) for about to Present: at Hippocrates Theory, relevant premises.] 1 = Venue of transitory action is overriding , (i.e., governs the determination, no matter which party's perspective/objective is considered. See definition of Step Two and footnote, page 104.) 2 = Nail and mail service vs. due diligence rule. [Complete analysis/discussion of No.2 (7-8 minutes??), then on to No.3; . . . No.4; . Evil Deeds! . . 5; . . . 6.] 3 = Rule re lack of personal jurisdiction and grounds for waiver thereof overrides. 4 = Rule re discovery of spousal communication overrides.

5 = Requests for Past Look Theory, admission, and business plan, failure to respond thereto overrides. 6 = Res judicata rules override. Step Three [Consider each premise to note missing elements or real issues.] [Since there appear to be but one or two premises to be considered for each event/motion, and since I am working on each exclusive of the others, Step Three is unnecessary as an independent exercise. It is part and parcel of inspecting the law giving rise to the premise under consideration to determine whether it is necessary to state all of the law to begin the Essay about Past a Comparative Look and Medical, first paragraph of analysis, or whether one or more elements can be focused on as pivotal.] Preview of a logical sequence for discussion No overlap of discussion apparent. Punk Rock! No reason apparent not to proceed in the chronology given. [When question(s)/instruction(s) offer a labeling format, you of course normally use it. The professor/bar grader will likely be looking for it (Here -- 1,2,3, etc. It seems unnecessary, time wasting, and probably confusing to mention conflict pairings here. However, I am thinking of and guided by them.]

Generally, unless compelling reasons exist to direct otherwise, a transitory action [flag relevant law with underlining or boldface] should be tried in the county where the action arose. Transitory has been defined to mean that the transaction that is the subject of the action could have occurred anywhere. Past To Present: A Comparative Look At Hippocrates And Medical! Coris' fall and the destruction of the racquet could have occurred anywhere. [Concludes statement of relevant premise, i.e., controlling legal precept, that abruptly begins every paragraph.] Moreover, Coris, Only For Us, Inc. (OFU), and Jett Setter all reside in Queens County. The residence in New York County of Coris' mother, Doris, whose claim is minor, is the only apparent reason for plan, trying the action in New York County. It is hardly compelling. [Concludes lawyerlike analysis -- application of law to relevant facts.] Conclusion : The motion should be granted. About To Present: At Hippocrates And Medical Theory! [No hedging, as this seems open and shut.] So-called nail and on Harry the Modest Potter Philosopher’s Stone, mail service will satisfy the requirements of personal jurisdiction only where personal service on Essay Past to Present: Look at Hippocrates Theory a defendant cannot be effected through due diligence. Nursery Plan! [Law.] It has been held that three attempts at in hand service at a defendant's place of business, without attempting to Essay about Past to Present: a Comparative at Hippocrates and Medical Theory, serve the defendant at home or leave the summons and complaint with a person of suitable age and discretion at the place of business does not satisfy the requirements of due diligence. Plaintiffs made no attempt to serve defendant Setter personally other than twice unsuccessfully at his place of business. [Analysis.] Conclusion: The attempted nail and mail service was likely [Hedging!] ineffective for lack of due diligence. Where a defendant who has not been properly served nevertheless appears in an action, answers the complaint, and interposes affirmative defenses, but never moves to punk rock, dismiss for lack of personal jurisdiction, nor at about and Medical Theory, any time claims lack of personal jurisdiction, the defense of lack of personal jurisdiction will be deemed waived upon punic significance the taking of an about to Present: and Medical appeal. [Law.] Setter, as concluded above, was never properly served. How Does Function! Nevertheless, he appeared, answered the complaint, defended in the action, and at no time prior to appeal claimed lack of personal jurisdiction.

Arguably, raising the claim on appeal is after trial. However, waived upon the taking of an appeal clearly indicates that the time for raising the claim would be deemed tolled. [Analysis.] Conclusion : Setter's defense of lack of personal jurisdiction would be deemed waived on appeal. Generally, all information that is not privileged and is relevant to Essay to Present: a Comparative, the subject matter of the action is discoverable, even if not admissible as proof. Confidential communications between husband and wife are privileged from how does the heart function, disclosure by either spouse and by a third party (e.g., an eavesdropper). [Law.] Coris' statement that she had smashed the racquet was relevant for its truth, as well as an indication of Coris' truthfulness. Confidential normally implies private or secret. [Add clarification, or law, where needed, and appropriate.] A conversation at a phone that was apparently near other phones would not seem confidential.

Moreover, given that Coris had not yet determined to sue, her statement in the context of Essay about Past a Comparative, remarks about dinner and a hot tub seems merely casual. [Analysis.] Conclusion : The motion will fail. The conversation with the husband was not confidential, and therefore not privileged. A request for evil deeds, an admission imposes a duty on the party served to acknowledge the existence of facts that are not in doubt and that should not be necessary to prove at trial. About A Comparative! However, inter alia, it is not proper to request an admission to punk rock, an abstract statement of Essay about Past to Present: a Comparative and Medical Theory, law (e.g., that allowing a minor without a license to drive is negligent, per se). Evil Deeds! The statement in question seems manifestly a matter that is in Essay Look at Hippocrates and Medical, some doubt, and that may be necessary to prove at trial. Moreover, in how does, that negligence is about a Comparative Look at Hippocrates, a legal conclusion, the statement would appear to be an rock abstract statement of law. Conclusion : Doris' disregard of the request is of no consequence, as said request imposed no duty of acknowledgment. A final judgment on the merits of a claim or cause of action generally precludes reassertion of that claim or cause of action in a subsequent suit. Doris' action in small claims court is grounded in the same facts (destroyed tennis racquet) and sets forth the same cause of action as the one dismissed in the primary action herein. A directed verdict during trial seems both a final judgment and a judgment on to Present: a Comparative at Hippocrates the merits.

Conclusion : The action in small claims court would be dismissed as res judicata. Corporations Hypothetical (50 min.) The RIP Corporation, formed in 1998 by the Bottomline brothers, Ohmy, Padthe, and Savethe, for the purpose (as duly set forth in its bylaws and articles of incorporation) of manufacturing and retailing so-called landscape rape accessories for four wheel drive and other off-the-road vehicles, quickly prospered and went public. Between 1999, when 100,000 shares were first sold over the counter, and 2001 the total value of RIPCORP (as the enterprise was affectionately known) shares, after two splits, rose tenfold to forty million dollars. Flush with their success and in beowulf, invincible in their avarice, the Bottomline brothers led RIPCORP in the aggressive pursuit of profit wherever it might be found. The brothers held the chief executive positions in about Past to Present: at Hippocrates Theory, the corporation, as well as a majority of seats on the board of evil deeds, directors. They further owned thirty percent of the outstanding shares, by far the to Present: at Hippocrates and Medical, largest voting block. In Beowulf! Thus, acquiescence in their increasingly bold ventures was virtually assured. Matters began to tangle when Meddle, a shareholder of record since purchasing 100 shares at Essay Past to Present: and Medical Theory, the initial offering, took umbrage at RIPCORP's proposed acquisition of Southeast Asia ski resort options. How Does Function! In the about Past a Comparative and Medical Theory, fall of 2001 Meddle sought permission to inspect the RIPCORP minutes and other records relating to the ski resort venture. When she refused to accede to the demand of the Bottomline brothers that she first divulge her intentions regarding the inspection, the brothers issued a directive limiting access to the books and records to persons cleared by them, and the heart function, under no circumstances to Meddle or her representative.

Thereupon Meddle brought suit in her own right and on behalf of RIPCORP against Essay a Comparative Look Theory, the corporation and the Bottomline brothers personally to gain access to punic wars, the books and records, to block the ski resort venture as an ultra vires act, and for Essay about to Present: a Comparative at Hippocrates Theory, repayment by the RIPCORP board of directors of any expenses incurred in connection with the pursuit of said venture. 1) RIPCORP moved to dismiss the action for, inter alia, lack of rock musical, standing, failure to first make a demand on the board of directors, and failure to state a cause of action. 2) RIPCORP moved in the alternative that the a Comparative Look and Medical Theory, court require Meddle to post $25,000 security for costs as a precondition to continued maintenance of the suit. 3) Meanwhile, the RIPCORP board passed a resolution providing for indemnification of the evil deeds, directors in the event Meddle prevailed, and purchased insurance to provide for same. Meddle immediately moved to quash these actions. How should the court decide the motions under 1, 2, and 3 above? RELEVANT LEGAL PRINCIPLES FOR CORPORATIONS HYPO. Ultra vires acts Generally includes acts beyond the purpose or powers of the corporation, and sometimes includes acts within the Past to Present: a Comparative Look at Hippocrates, purposes and powers of the corporation, but performed in an unauthorized manner or without authority. Many jurisdictions now restrict ultra vires challenges to the following: 1) the right of a shareholder to enjoin unauthorized corporate acts; 2) the right of the attorney general of the state to enjoin such activities; 3) the right of the corporation to recover damages from the officers and/or directors (present or former) responsible for wars significance, the ultra vires act(s). About Past To Present: Look And Medical Theory! Shareholder inspection rights Generally, shareholders have a limited right, founded in common law and statute, to inspect corporate books and records which are relevant to a proper purpose.

Courts will determine whether a purpose is proper. A shareholder may examine the stock book and minutes of stockholder meetings on the Modest Potter demand if 1) he has been a stockholder of record for at least six months immediately preceding the demand; or 2) he is a holder of 5 percent of any class of outstanding shares. Shareholder rights of action Generally, a shareholder may sue the corporation in his own name to enforce his rights as a shareholder, and/or on behalf of the corporation to procure a judgment in favor of the corporation. The latter derivative action may be maintained only if 1) the Essay about Past a Comparative Theory, plaintiff is a shareholder when the action is musical, brought; 2) the plaintiff was a shareholder when the alleged wrong to the corporation occurred; and 3) the plaintiff shows in his complaint that he has demanded that the board of directors commence the action, or that there are sufficient reasons for not making the about Past a Comparative at Hippocrates and Medical Theory, demand (e.g., the board members are the defendants). Note that in evil deeds, order to minimize the possibility of derivative actions without merit being brought merely for nuisance value settlements or counsel fee awards, the Past Look at Hippocrates, corporation may require the punic, plaintiff to post security for costs, unless 1) the plaintiff or plaintiffs hold at least 5 percent of any class of outstanding shares; or 2) the value of their shares exceeds $50,000.

Indemnification Generally, a director or officer may not be indemnified (reimbursed) against a judgment obtained against him in a direct action by the corporation, or a derivative action on behalf of the Essay about to Present: at Hippocrates and Medical Theory, corporation, or for amounts paid in settlement thereof. The director may, however, be indemnified against expenses of defending the action, unless, inter alia, he is adjudged to have violated his fiduciary duty of punk rock, good faith and reasonable care in the circumstances. The corporation may purchase insurance to about Past to Present:, indemnify officers and directors for even the above judgments, providing no deliberate dishonesty or unlawful gain on the part of the officer/director is shown. MODEL RESPONSE TO CORPORATIONS HYPOTHETICAL. Preliminary Overview The three motions referred to by the question are like three questions, each to be considered separately. [Note the enormous benefit here of evil deeds, skipping over the facts.]

Step One Conflict pairing(s) : [A quick review of the about Past to Present: a Comparative Look at Hippocrates Theory, motions in evil deeds, conjunction with the Essay about a Comparative Look at Hippocrates, sentence that precedes them reveals the single conflict pairing throughout.] RIPCORP, Inc. v. Wars! Meddle, etc., or vice versa for each motion (i.e., question). Objectives : [Somewhat confusing, as the to Present: a Comparative Look and Medical, sentence immediately preceding the motions reflects three ultimate objectives of Meddle. However, the objectives relevant to a Step One analysis and the question are implied in the three motions. Note that motion #1 also provides Movant RIPCORP's premises (!!). Whether the ultimate objectives will be achieved depends upon resolution of the motions.] 1) dismiss the punic significance, action versus keep it going; 2) $25,000 security be required to be posted, versus not; 3) board indemnification resolution and purchase of insurance be quashed, versus maintenance of same. Step Two [RIPCORP is movant for about to Present: a Comparative, motions 1 and 2, Meddle for 3. In Beowulf! The motions themselves, especially the first, point to overriding premises. In that a court may dismiss all or part of a suit, each premise must be considered in light of each of Meddle's objectives set forth in the preceding sentence . The facts in the first two paragraphs need only be considered for purposes of analysis.] 1) Lack of standing, failure to first make a demand on the board, and failure to state a cause of action respecting each of Meddle's three objectives = potentially nine discussions. but probably not.

2) [Must refer to Past to Present: a Comparative Look, relevant portions of corporations toolbox.] The law [Noted in toolbox only. Don't write it in your outline.] respecting requirement that a shareholder plaintiff in action against corporation post bond. 3) The law respecting indemnification and/or insurance of punk rock, directors in Essay about Past to Present: Look and Medical Theory, such a suit. Step Three [The motions seem more or less equivalent in weight. Given the complexity of the relevant premises noted in Step Two, the punk rock, effort necessary for a Step Three analysis seems needlessly duplicative of the analysis to be performed in writing the actual response. About Past At Hippocrates! Therefore, it seems advisable to skip Step Three and go to evil deeds, the writing phase .] Preview of a logical sequence for discussion No reason apparent for Essay Past to Present: and Medical, not proceeding chronologically. Lack of standing/failure to state a cause of action.

Generally, a shareholder may sue the corporation in her own name to enforce her rights as a shareholder, and/or on epithets in beowulf behalf of the corporation to procure a judgment in about Past to Present: a Comparative Look at Hippocrates and Medical, favor of the corporation. Rock Musical! Inter alia, the latter derivative action can be maintained only if the plaintiff is about to Present: at Hippocrates Theory, a shareholder when the action is brought and when the how does the heart function, alleged wrong to the corporation occurred. Meddle (M) is currently a shareholder, and has been since long before the ski resort venture. Generally, shareholders have a limited right, founded in common law and statute, to inspect corporate books and records which are relevant to a proper purpose. Courts will determine whether a purpose is proper. A shareholder may examine the stock book and minutes of stockholder meetings on demand if she has been a stockholder of record for at least six months immediately preceding the demand; or she is a holder of five percent of any class of outstanding shares.

M's 100 shares, presumably grown after 'two splits to 400, constitutes much less than five percent of any class of shares. However, she has been a stockholder of record since the initial offering, over two years prior. So-called ultra vires acts acts beyond the purposes or powers of the corporation, and sometimes acts within the purposes and powers of the corporation, but performed in Essay Past to Present: a Comparative and Medical, an unauthorized manner or without authority may properly be challenged by evil deeds shareholders. Moreover, the corporation may recover damages from the officers and/or directors (present and former) responsible for the ultra vires act(s) . Given that RIPCORP's stated corporate purpose is to manufacture and retail accessories for off-road vehicles, the Southeast Asian ski venture (Venture) has the appearance of an ultra vires act for which damages may be sought. Failure to first make a demand on the board. Another requirement for maintaining a derivative action is about Past a Comparative Look at Hippocrates, that the plaintiff demand that the board commence the action, or there be sufficient reasons for not making such demand (e.g., the punk, board members are the Essay about Past a Comparative Look at Hippocrates and Medical Theory, defendants).

The Bottomline brothers are named in M's suit and hold a majority of seats on the board, thereby satisfying the exception. Conclusion : The motion should be denied, as all of RIPCORP's challenges lack merit. Corporations, in order to minimize the possibility of derivative actions without merit being brought merely for Essay Hero Philosopher’s Stone, nuisance value settlements or counsel fee awards, may require a shareholder plaintiff to post security for costs , unless the Essay to Present: at Hippocrates, plaintiff or plaintiffs hold at least five percent of how does the heart, any class of outstanding shares, or the value of their shares exceeds $50,000. M's 100 shares constituted but 1/10th of one percent of the initial 100,000 share offering. Their value at the time of the suit would have been 1/10th of one percent of forty million dollars, or approximately $40,000. However, M has been a shareholder since the very beginning of the corporation, and, as set forth, supra , a challenge to the Venture seems hardly without merit. [Yes, basic math may be necessary!] Conclusion : Although M falls $10,000 short of the $50,000 exception, the motion should probably be denied. Given that M's sharehold nearly satisfies the exception, and the policy justification underlying the security requirement seems utterly lacking, it is Essay Past a Comparative Theory, unlikely that a court would permit the plan, corporation to impose this financial impediment. [Note the use of the policy underpinning as a basis for a counterargument.]

Generally, a corporate director (or officer) may not be indemnified against a judgment obtained against him in about Past a Comparative Look at Hippocrates, a direct action by the corporation or a derivative action, or for amounts paid in settlement thereof. The director may, however, be indemnified against expenses of evil deeds, defending the action, unless, inter alia, he is adjudged to about to Present: Look at Hippocrates and Medical, have violated his fiduciary duty of nursery business, good faith and reasonable care in the circumstances. The corporation may purchase insurance to Essay Past to Present: a Comparative at Hippocrates, indemnify officers and directors for rock, even the above judgments, providing no deliberate dishonesty or unlawful gain on the part of the officer/director is about Past a Comparative Look at Hippocrates and Medical, shown. [Given this much legal preamble, it seems appropriate to begin the nursery business, analysis in a new paragraph.] M's action is in part derivative on behalf of RIPCORP, and a judgment obtained in Essay Look and Medical, this respect cannot be indemnified against. The facts are unclear about whether the resolution indemnifies against expenses of defending against the action. How Does Function! Assuming, arguendo , that it does, the inherent improbability, indeed inherent folly of the Venture, coupled with its seeming obvious ultra vires aspect, strongly suggests a violation by the directors of their duty to exercise reasonable care, if not a violation of their duty to act in good faith.

However, given that RIPCORP appears to have been engaged for some time in a pattern of divers schemes wholly unrelated to Essay Past to Present: Look at Hippocrates and Medical, its stated purpose, it is epithets, unlikely that a court would be willing to Essay about a Comparative Look, take judicial notice of such a conclusion so early in the proceedings. Nothing in the facts suggests deliberate dishonesty or unlawful gain on the part of any RIPCORP director/officer that would preclude the epithets, purchase of indemnification insurance. Conclusion : The motion should be granted as to any portion of the resolution that purports to indemnify against judgments obtained on behalf of the corporation, denied as to portions that indemnify against judgments obtained by Essay to Present: at Hippocrates Theory M, and denied with leave to plan, renew at a later time with respect to all other portions. T properly executed a will in Essay about a Comparative Theory, 1994, by the terms of which he distributed his entire estate in the following manner: First: I bequeath my racehorse, Swayback, to my friend, X. Second: I bequeath $100,000 to my brother, Y. Third: I give, devise, and bequeath the rest, residue, and remainder of my estate to my faithful companion, Z.

In 1998, having fallen out with Z, T properly executed a new will with the following terms: First: I bequeath $100,000 to my brother, Y. Second: I give, devise, and bequeath the rest, residue, and on Harry in Harry Potter and the Philosopher’s, remainder of my estate to Essay Past and Medical, my (new) faithful companion, B. In 1999, having reconciled with Z and nursery, spurned B, T properly executed a codicil to his 1994 will, by the terms of which he increased the legacy to about Past at Hippocrates Theory, Y to $150,000; and in all other respects he ratified, confirmed, and punk musical, republished the 1994 will. T died in 2001.

In a probate proceeding the evidence established the Essay about to Present: a Comparative Look, following: 1) Although sober when he made the wars significance, codicil in 1999, T was drunk out of his mind when he executed the 1994 will. 2) T sold Swayback to a syndicate in 1997 for $200,000. 3) Inadvertently in 2000 T, falling asleep at his desk with cigarette in hand, set fire to some papers. One of the papers destroyed was the original copy of the Essay about Past a Comparative Look, 1999 codicil, which T had been reviewing. 4) Y died in 2000. 5) S, the son of Y, was one of several witnesses to T's execution of the 1994 will. Discuss the rights of the various parties in terms of who takes what from T's estate.

RELEVANT LEGAL PRINCIPLES FOR WILLS HYPOTHETICAL. Ademption Occurs when a specific legacy (defined below) is not in existence or not in the possession of the testator when he dies (because, for example, it has been sold or given away). When an ademption occurs, the legatee takes nothing. Death of a beneficiary A disposition to a beneficiary who predeceases the testator ordinarily lapses (returns to epithets in beowulf, the estate). By statute in many jurisdictions, however, dispositions to beneficiaries who are issue or siblings do not lapse, providing such beneficiaries have surviving issue. Such surviving issue will take the legacy in equal proportions per stirpes . Disposition of estate Shall be in accordance with a decedent's last will and testament. Execution of a will A properly executed will implies at Past at Hippocrates, least two witnesses thereto who do not stand to take under said will.

Republication A properly executed codicil to a revoked will operates as a republication of a will that is, in form, properly executed. This is so despite the fact that the nursery business, will so republished may have been invalid for want of testamentary capacity at Past to Present: Look and Medical Theory, the time of making. Revocation As a general rule, a subsequent will that is entirely inconsistent with a prior will, or a later will that makes a complete disposition of the testator's property, shall be deemed to have revoked the punic significance, prior will by implication. A will may further be revoked by Past a Comparative at Hippocrates and Medical means of its physical destruction. Such destruction, however, must be accompanied with the intent and for rock, the purpose of revoking the will.

Specific legacy A bequest of a particular, individualized chattel, differentiated from Essay Past a Comparative Look and Medical Theory, all other articles of the same or similar nature. It must be taken by epithets in beowulf the legatee as and where he finds it. Testamentary capacity Absent evidence to the contrary, testamentary capacity will be presumed where the testator, in executing a will or other document, accurately recites the about Look at Hippocrates, nature and extent of his property, and recognizes the natural objects of his bounty. Witness as beneficiary A witness to a will may take under that will, providing said will can be proved in probate without his assistance. MODEL RESPONSE TO WILLS HYPOTHETICAL. Preliminary Overview The instruction points to parties who stand to epithets, take from T's estate. Each will be in opposition to anyone or anything that would prevent him from taking from T's estate.

Step One X, Y, Z, B, and A vs. anyone or thing (including each other, T, the state, or the estate) that stands between him and taking from Essay about Past a Comparative Look Theory, T's estate. B v. Z seems a key conflict. Step Two [Each claimant must establish that the Essay the Modest and the Philosopher’s, will or codicil upon which he bases his claim is valid and controlling. About Past To Present: A Comparative And Medical Theory! Each will likewise seek to defeat a competitor claim. Legal precepts governing testamentary disposition set forth in my wills toolbox will come into play. However, it would be inefficient and confusing to try to sort them out at this point. Better to focus on one conflict at a time in the writing phase. Possibly there will be overlap of premises/discussion.]

Step Three [Having declined to set forth the premises of the various parties in Step Two, I may as well go straight to the response. My impression is that once the how does, controlling rules are set forth, analysis will be relatively uncomplicated.] Ability of a per stirpes witness, S, to take may be an interesting discussion. Preview of a logical sequence of discussion Resolving which instrument controls seems the obvious first step. Therefore, beginning with B v. Z would seem to make sense. B and Z's rights [This label conforms to the instruction. B v. About Past A Comparative Look Theory! Z might confuse. But I'm thinking B v. Z!] As a general rule, a subsequent will that is entirely inconsistent with a prior will, or a later will that makes a complete disposition of the evil deeds, testator's property, shall be deemed to have revoked the prior willby implication. The 1998 will was inconsistent with the Essay Past to Present: a Comparative Look at Hippocrates Theory, 1994 will and made a complete disposition of epithets in beowulf, T's property, thereby revoking the 1994 will and Essay Look Theory, Z's legacy. However, a properly executed codicil to a revoked will operates as a republication of a will that is, in form, properly executed. This is so despite the fact that the will so republished may have been invalid for want of testamentary capacity at the time of making.

The properly executed 1999 codicil republished the evil deeds, properly executed 1994 will, thereby restoring Z's legacy. The fact that T was sober when making the codicil moots any effect of T having been drunk when making the 1994 will. There being no evidence to the contrary, the fact that T in executing the codicil accurately recited the nature and extent of Essay Past at Hippocrates and Medical, his property and the heart, recognized the natural objects of his bounty will establish his testamentary capacity in making the codicil. Although a will may be revoked by means of physical destruction , such destruction must be accomplished with the intent and for the purpose of revoking the Essay about Past a Comparative and Medical, will. Epithets! The circumstance that the original copy of the about a Comparative and Medical Theory, codicil was destroyed inadvertently in significance, 2000 is thus of no avail to B. Conclusion : The 1998 will is revoked, and B takes nothing. Past To Present: A Comparative Look! Z takes the rest, residue, and remainder of T's estate under the 1999 codicil that revived the 1994 will. An ademption occurs when a specific legacy (i.e., a bequest of a particular, individualized chattel, differentiated from all other articles of the how does the heart function, same or similar nature) is not in existence or not in the possession of the testator when he dies. When an ademption occurs, the legatee takes nothing.

The racehorse, Swayback, appears to be such a particular, individualized chattel. In that Swayback was sold prior to T's death, the republication of the 1994 will is of no avail to X. Conclusion : X takes nothing from T's estate, as his legacy has adeemed. A disposition to a beneficiary who predeceases the testator ordinarily lapses. By statute in many jurisdictions, however, dispositions to beneficiaries who are issue or siblings do not lapse, providing such beneficiaries have surviving issue. Such surviving issue will take the legacy in equal proportions per stirpes . Therefore, although Y predeceased T, Y's son, S, would take the Past Look, $150,000, providing he is not disqualified by Essay on Harry the Modest in Harry Potter Philosopher’s having witnessed the now republished 1994 will. A witness to a will may take under that will, providing said will can be proved in probate without his assistance. A properly executed will implies at least two witnesses thereto who do not stand to take under said will. S was one of Past a Comparative at Hippocrates Theory, several witnesses to the 1994 will, implying that more than two persons witnessed the punk musical, will. Therefore, presumably two other witnesses exist to Past to Present: Look and Medical, prove the will in probate. NB: Arguably S should be permitted to take under the 1994 will per stirpes, even were he one of only significance two witnesses to the will.

The rationale for not allowing a witness necessary to probate to take under the will being probated is presumably the conflict of interest posed. The reliability of a witness with a vested interest in having the will probated is compromised. Essay About Past And Medical! Y, however, not S stood to take under the 1994 will. Evil Deeds! Had there been any consideration of Y predeceasing T, and therefore S taking, S probably would not have been asked to Essay about to Present:, witness the will. However, it could also be contended that that was then, and now S does have a compromising vested interest. [This latter paragraph is not necessary. In Beowulf! However, it demonstrates the Essay about Past to Present: a Comparative Look Theory, kind of interest and thoughtfulness that may catch a professor's attention and epithets in beowulf, garner an A. Essay About Past Look! Possibly it should be highlighted in some way, perhaps with a red star. Nursery Business! I might even decide to put it on the blank page left at the beginning. (See p.75.)] Conclusion : Y, having predeceased T, will take nothing.

However, Y's intended legacy will go to the son, S, per stirpes . S's having witnessed the will under which he takes should not disqualify him, providing two others of the several witnesses to the will exist to prove it in probate. Actual Civil Procedure I Exam, Fall 2006, U. Memphis School of Essay about Past Look Theory, Law (with Model A+ Response and Professor Comments) [The example that follows is an actual exam and plan, model response sent to us by Essay about a Comparative Look one Richard Townley, Sr., U. Nursery! Memphis class of 2009E (evening division). The exam was given jointly to two first year classes by Essay about their professors. Richard ordered the audio CD version of LEEWS. His is the verbatim model response offered to students with professor comments! as what was wanted.

His response received the highest grade, one of only two A+ grades. Evil Deeds! His accompanying remarks are reprinted in the Results section. Inter alia (among other things), he said, LEEWS was absolutely essential to Essay Past Look at Hippocrates, my success. Business Plan! . The exemplar is, in fact, *my* exam essay answer, and if I say so myself, it's a pretty good LEEWS exemplar as well. We reiterate that the LEEWS objective for Look, every response is a series of paragraphs, each beginning with relevant law and punic wars, presenting balanced lawyerlike analysis. . What is about a Comparative Look and Medical, surely wanted when confronted with a task such as what follows is significance, a system whereby in structured, step-by-step fashion, the examinee knows exactly what is wanted and how to about Past to Present: Look and Medical Theory, proceed and present. For example, a LEEWS grad will immediately skip over the confusing fact pattern to the question/instruction, typically at the end, and perform Step One. A LEEWS grad has also read many such introductory instructions, and therefore will skim through quickly to note what, if anything, is new and/or unusual. Hero In Harry Potter Philosopher’s! Note that the average student managed less than 17 points out of Past to Present: a Comparative and Medical, a possible 45 on the essay exam versus Richard's 39 (!!). . It may be further noted that although these professors did not require a so-called IRAC format [and we commend that!), Richard's paragraphed response could easily have been conformed to a Follow IRAC instruction by merely introducing an issue statement before each paragraph, and a conclusion statement at wars, the end.

LEEWS posits that in general issue statements are unnecessary, as starting a paragraph with law implies the issue, and conclusions are unimportant.] Civil Procedure I -- Exam Results -- Fall, 2006 ( 11 = Prof Banks, 12 = Prof Entman) Essays - 45 points. Average -- 11 [17.2]; 12 [16.1]; both sections [16.6] Range -- 11 [3 - 42]; 12 [4 - 39] Multiple Choice - 55 points (35 questions) Average -- 11 [33.70]; 12 [35.00]; both sections [34.36] Range -- 11 [18.86 - 50.29]; 12 [17.29 - 53.43] Total - 100 points. Average -- 11 [50.90]; 12 [51.09]; both sections [50.99] Range -- 11 [22.86 - 92.29]; 12 [26.29 - 83.00]

Average Grade - 11 [2.33] Both Sections [2.34] 12 [2.34] A+: 82 and above. F : 0 - 32. INSTRUCTIONS - Read these instructions carefully. You are responsible for following them to the letter and will be assessed a point penalty or given a failing grade for failure to follow instructions. Before you begin work on this examination, be sure that you have an examination booklet consisting of 8 consecutively numbered pages -- beginning with this page. Part I consists of problems calling for written analysis.

Part II consists of 35 multiple choice questions. If your examination is incomplete, you should advise the instructor immediately. It is your responsibility to ensure that you are working with a complete examination. The exam is closed book. You may not use any material other than this examination booklet, the answer sheet, blank paper and an appropriate writing instrument. You may not, of course, confer with or receive assistance from any other person. Your answers for Part I should be written on the paper provided. Be sure to identify clearly which subpart you are answering (e.g., I. A.).

When you have completed your answers to Part I, number your pages consecutively, write your identification number on Past a Comparative Look at Hippocrates each page, and staple all of the pages together in the upper left hand corner. 1. Answer only the question asked and do so with organization, precision, legibility, and proper grammar and spelling. 2. If a court rule or a statute is nursery plan, relevant to a problem, you may identify it by number, but you must discuss its substance whether or not you mention the Essay to Present: at Hippocrates and Medical, rule or statute by number. 3. Significance! Write on only one side of a page and leave a left margin. Write your identification number in the space provided on the answer sheet for Part II and mark the appropriate corresponding circles on Essay about Look your answer sheet to indicate your examination number. Do not staple the answer sheet for Part II to anything. Submission of Exams -- General Instructions When you have finished the examination, place your answers to Part I, your answer sheet for nursery, Part II, and the exam booklet in the separately designated boxes.

All examination booklets must be turned in. You must write your identification number on this exam booklet at the top of the first page and return the Past at Hippocrates and Medical Theory, booklet in order that your exam answer sheet may be matched with the correct version of the answers. Do not write your name on Essay Hero Potter Philosopher’s Stone anything. For this examination, unless we have specifically studied to the contrary, you should assume the following: 1. all states have adopted rules of civil procedure identical to the Federal Rules of Civil Procedure; 2. all states have enacted statutes that authorize the Essay Past to Present:, exercise of jurisdiction on each of the traditional bases recognized by the Supreme Court up to the date of its decision in evil deeds, International Shoe;

3. all states have also enacted the following statutes: X.C.A. 1-1-111: A court may exercise personal jurisdiction over a person (including an individual, his executor, administrator, or other personal representative, or a corporation, partnership, or any other legal or commercial entity) who acts directly or by an agent, as to a claim for relief arising from the persons. (a) transacting any business within this State; (b) causing tortious injury by Essay about Past to Present: a Comparative an act or omission in this State; (c) causing tortious injury in nursery business, this State by Theory an act or omission outside this State if the person regularly does or solicits business, or engages in any other persistent course of punic, conduct, or derives substantial revenue from goods used or consumed or services rendered in this State; (d) owning, using or possessing any property situated in Essay Past to Present: Look Theory, this State; (e) contracting to insure any person, property, or risk located within this State at the time of how does the heart, contracting. X.C.A. 2-2-222: In any suit brought in the courts of this State, service of process may be achieved by sending a summons and a copy of the complaint by registered mail, return receipt requested, to the defendant's home address, or principal place of Past Look at Hippocrates and Medical, business, wherever located. The problems in Part I are worth a total of 45 points. They are not of equal weight. A. You are now an associate attorney in a law firm.

Respond fully to the following memorandum from one of your employers. I Quit is plan, not a recommended answer. To: Associate. Re: First Commercial Industrial Bank v. Past A Comparative And Medical Theory! Isolde. Date: Dec. 11, 2006.

[Fact pattern (hypo)] Tristan and Isolde are partners in a furniture repair business. Their shop is in nursery business plan, the State of Swabia where most of their customers are from. Sometimes people from the nearby States of about Past to Present: a Comparative, Prussia and Bavaria bring repair jobs to the shop in Swabia. Isolde was raised in Prussia and lived there with her parents until June, 2003, when she moved into an apartment in Swabia to in beowulf, see if she would enjoy living away from home. In July, 2003, a vice-president of First Commercial Industrial Bank of Prussia [First Commercial] attended a lecture on furniture repair that Isolde gave in Prussia. He decided that Tristan and Isolde had a promising business and that the bank would do well to procure their business. After receiving a letter at their shop offering the banks services, Tristan and Isolde decided to Essay about Past a Comparative Look and Medical Theory, borrow $150,000 from First Commercial. By telephone, they requested the bank send them the paperwork at their shop. On August 15, 2003, Tristan and Isolde signed the loan papers at their shop and Tristan immediately took them to First Commercials main office, located ten miles away in the State of evil deeds, Prussia.

First Commercial then gave them a check for $150,000 minus closing costs of approximately $5,000. The loan agreement provided that its interpretation and validity would be governed by the law of Prussia and that it was to about to Present: a Comparative and Medical Theory, be repaid in two years. Due to financial difficulties, Tristan and Isolde made only two payments on the loan. When First Commercial threatened to punic wars, sue them, Tristan settled the to Present: a Comparative Look Theory, banks claim against him for in beowulf, $50,000. First Commercial then sued Isolde in the United States District Court for Prussia to collect the unpaid principal and interest. First Commercials attorney served Isolde with process by registered mail, return receipt requested, to her at the shop in Swabia. On May 15, 2005, after Isolde failed to respond to the complaint and summons, the court entered a default judgment against her for Past to Present: at Hippocrates and Medical, $100,000.

On December 1, 2006, First Commercial sought to register the judgment against Isolde with the United States District Court for the District of Swabia. Punic Wars Significance! In conjunction that proceeding, First Commercial procured a writ of garnishment, attaching $10,000 that Isolde had in a bank account in Swabia. Essay About Look And Medical Theory! First Commercial also procured a writ of punic, garnishment from the federal court in Bavaria, attaching a $5,000 debt owed to Isolde by one of her customers there. [Question/instruction] We represent Isolde. Please submit a memo to about Past to Present: a Comparative and Medical, me discussing fully whether Isolde has any defenses she may raise to the enforcement proceedings in Swabia and and the Stone, Bavaria. Be sure to Past to Present: Look and Medical Theory, discuss fully any possible defenses that you may have considered and rejected and explain fully why you have rejected them. B. The next day, you receive the following memorandum from the same partner. Again, respond fully.

To: Associate. Re: First Commercial Industrial Bank v. Isolde. Date: Dec. Punic Wars! 12, 2006. I have now learned that Isolde was involved in about a Comparative at Hippocrates, an automobile accident in Swabia a week after she was served with process by registered mail. She was rendered unconscious for two days. An ambulance rushed her to the nearest hospital, which was located in epithets in beowulf, Prussia. Three days after the accident, but while she was hospitalized in about Look Theory, Prussia, a private process server acting on behalf of First Commercial served Isolde in her hospital bed with a another copy of the how does function, summons and complaint for about Past to Present: and Medical Theory, the same lawsuit. Given that she was served while in the state, it now seems to me that the judgment of the federal district court in Prussia against Isolde is function, unquestionably valid and is enforceable in both Swabia and Essay Look and Medical Theory, Bavaria.

Please discuss fully whether you believe that assumption is valid and nursery business plan, whether the service on Isolde in the hospital establishes jurisdiction. The discussion below is a verbatim copy of a students essay that received a top grade. Commentary by about a Comparative Look and Medical Professors Banks and Hero in Harry Potter and the Philosopher’s, Entman appears in brackets. Essay To Present: A Comparative And Medical Theory! . [LEEWS note: We reprint this commentary in punic wars, blue.] LEEWS NOTE: IRAC (merely a formula for organizing analysis of an issue) prescribes a statement of I ssue to Essay Past Look and Medical Theory, precede the statement of epithets, R ule, and the discussion ( A nalysis). (And C onclusion at the end.) The LEEWS paragraphing format posits that an about to Present: and Medical abrupt statement of business plan, premise (relevant law) to Essay Look at Hippocrates Theory, begin a paragraph implies the issue, making a separate statement of issue unnecessary (thereby saving time). How Does The Heart! Richard's model response in a Comparative Look and Medical Theory, LEEWS format does this. Epithets In Beowulf! Our only Essay to Present: Look at Hippocrates and Medical Theory suggestion is that underlining or boldfacing key words in the preamble of law e.g., Subject matter jurisdiction in the opening paragraph, federal diversity statute in how does the heart, the next to assist the professor in recognizing the about Past to Present: Look and Medical, topic (issue).

Subject-matter jurisdiction. The federal courts are courts of nursery plan, limited jurisdiction; they can only hear certain types of claims as outlined in Article III of the US Constitution and about Past Look at Hippocrates, as authorized by Congressional Statute. First Commercial will argue that the US District Court has subject-matter jurisdiction to hear this case based on the diversity of citizenship of the in beowulf, parties. First Commercial is about Past a Comparative Look, a citizen of Prussia. Nursery Business Plan! Isolde has been living in Swabia for one month. [The facts do not give sufficient information to know how long Isolde had been living in Swabia at the time First Commercial filed its complaint, which is the time at which jurisdiction must either exist or not. At most, one can deduce that the suit was brought as early as November 2003 or as late as April 2005. Consequently, Isolde must have been living in Swabia for more than one month, but not the two or three years that some students stated.] She can argue that she is still domiciled in Prussia, where she lived her whole life up to June of 2003, because she only moved to Swabia temporarily, to see if she would enjoy life on her own. If Isolde is found to be a domiciliary of Prussia, then there is not diversity of citizenship and thus no subject matter jurisdiction. However, if Isolde is found to Essay about to Present: Theory, have relocated to Swabia with the intent of musical, staying for the indefinite future, then the parties are diverse. The federal diversity statute also requires the amount in about Past to Present: at Hippocrates and Medical, controversy to exceed $75,000.

The $100,000 judgment against Isolde satisfies this requirement. N.B. Evil Deeds! [Please do not use abbreviations, including this one.] This action could not be brought under federal question jurisdiction because breach of contract is a state common-law claim. Therefore nothing in Essay about Look at Hippocrates Theory, the plaintiffs complaint arises under the Constitution and laws of the United States. Subject-matter jurisdiction is punic significance, never waived, and in this case, it has not been previously litigated, so it could be raised on collateral attack. However, it is more likely than not that the court will find that Isolde did move to Swabia with the about and Medical, intent to stay indefinitely, so the District Court in Prussia probably did have subject-matter jurisdiction. Personal jurisdiction. In the punic significance, alternative, Isolde can argue that the rendering court in about to Present: a Comparative at Hippocrates and Medical Theory, Prussia lacked jurisdiction over the person. In Beowulf! Because this has not been litigated, it can be raised on to Present: a Comparative and Medical collateral attack in the enforcing court. [We would have preferred a discussion at this point that specifically points out that Isolde never even appeared in the first action.

Most of you could have improved your answers by making better use of the facts to support your analysis. The reason Isolde can raise personal jurisdiction on collateral attack is because she did not appear at all in the original action. Since she did not appear, there is no reason to discuss Rule 12.] First, Isolde will argue that there are no traditional bases for significance, establishing jurisdiction over her in to Present: a Comparative at Hippocrates and Medical Theory, Prussia. N.B. The federal courts derive their personal jurisdictional reach from the state in significance, which they are situated, so the District Court can exert personal jurisdiction over an out of state defendant only Essay about Past a Comparative Look at Hippocrates and Medical Theory if the nursery, state court could do so. Isolde was not served with process with Prussia, so transitory [transient?] jurisdiction does not attach. Because it is necessary that she be domiciled in Swabia to establish diversity of citizenship, First Commercial cannot argue that she be subjected to personal jurisdiction on the basis of domicile. Essay About To Present: A Comparative Theory! Even though the contract included a choice-of-law provision applying the laws of Prussia to possible disputes, that is not the same as a consent provision. [A surprising number of students referred to this as a forum selection clause. At least one student referred to it as a forum selection clause in part of the answer and a choice of law provision in another part of the same answer.

Another specifically stated that it was a forum selection clause and not a choice of musical, law provision. Mistakes of this type may be attributable to sloppy reading of the facts but they are also a strong indication of a serious lack of preparation. Past A Comparative At Hippocrates And Medical Theory! Failure to devote sufficient time to study of the assigned materials frequently manifests itself in a persons demonstrated obliviousness to important distinctions. Others simply didnt know what to do with the fact, thus reflecting a failure to study the Burger King opinion and to pay attention to our class discussions of it.] Statutory basis.

First Commercial will argue that the long-arm statute conferred specific jurisdiction over Isolde on the basis of the first of the enumerated acts: a) transacting any business within the State. The claim for relief, the $100,000 breach of contract, arises from the evil deeds, defendants act of Essay about to Present: a Comparative Look at Hippocrates and Medical Theory, entering into the loan contract, which First Commercial will argue was executed on Tristans delivery of the loan documents to the Banks main office in Prussia. Isolde will counter that her act was signing the documents, which took place at the furniture shop in Swabia. This is the heart, a valid argument so long as the court reads the statute literally and narrowly. However, if a court interpreted the about Past to Present: a Comparative and Medical Theory, statute broadly (See Gray v. American Radiator) it might find that the punk rock, statute reaches the out of state act, the signing of the contract, which causes an in state result, the execution of the contract. [It is probably not necessary to stretch the construction of the statute as the court did in Gray to hold that it confers jurisdiction, given the facts of this problem. The statute covers transacting business in the forum state directly or by an agent. Like McShara in Burger King, Tristan was acting on behalf of the partnership (thus as an agent) in delivering the papers to the bank.

The facts specifically state that Isolde, along with Tristan, signed the papers and that he immediately took them to the bank. You should never, as many of you did, overlook the Essay Past to Present: Look at Hippocrates and Medical, statement that Isolde signed the papers or speculate that she may not have read them. Musical! There is simply no basis in the facts for speculating that Isolde didnt know what she was signing. Indulging in speculation that she might not have reveals desperation.] Constitutional Standard.

The Fourteenth Amendment to the US Constitution provides that no state shall deprive a citizen of life, liberty or property without due process of law. Essay About Past At Hippocrates And Medical Theory! The U.S. Supreme Court defined the due process standard as it relates to musical, imposing personal jurisdiction on an out of state defendant in International Shoe: jurisdiction is constitutional only if the a Comparative, cause of action arises from the defendants minimum contacts with the forum, such that the assertion of jurisdiction would not offend traditional notions of fair play and substantial justice. Assuming, arguendo, [LEEWS note: We teach the proper use of evil deeds, words like arguendo -- because they are useful and add a lawyerly caste to the presentation.] that the long-arm statute is sufficient to provide a statutory basis of jurisdiction over Isolde, would such jurisdiction be constitutional under the Past to Present: a Comparative Look at Hippocrates and Medical Theory, Shoe standard? [While it is implicit in Essay on Harry the Modest Philosopher’s, the answer that the constitutional hurdle becomes important only Past to Present: a Comparative at Hippocrates if the court first accepts the argument that the statute confers jurisdiction, a perfect answer would have explained that relationship more fully.] Isolde will argue no, because the contact which gives rise to the claim, the signed loan contract, was brought into the forum by the unilateral actions of a third party, Tristan. Therefore, Isolde did not purposefully avail herself of the privileges of conducting activities in Essay the Modest Hero in Harry and the, the forum, Prussia. First Commercial will counter that Tristan and Isolde were operating together to about to Present: a Comparative and Medical, secure the loan. They reached into the forum when they called First Commercial. Isolde knew that Tristan was taking the documents to Prussia, [run-on sentence, a sin committed by many students in these essays] therefore it was imminently [eminently] foreseeable that the contract would be executed there, and she could reasonably anticipate being haled into court in Prussia over any disputes to the contract. (See Denckla, Worldwide VW).

While there are some open questions regarding minimum contacts, the facts seem to favor First Commercial. In the alternative, [In addition?] can Isolde raise any of the fairness factors, defining fair play and substantial justice, articulated in the US Supreme Courts Burger King decision? In weighing the relative burden on the heart Isolde compared to about to Present: at Hippocrates and Medical Theory, the interest of First National in litigating in Prussia, it does not seem unfair to require Isolde to travel to a nearby state where she lived most of her life and where she sometimes appears to give lectures. The interest of the evil deeds, forum state in adjudicating the dispute would be well served because of the Essay Past to Present: at Hippocrates and Medical, choice of nursery plan, law provision; Prussia has an interest in adjudicating its own laws. The interest of the several states in efficiency and public policy do not seem to enter the picture, so the to Present: Look at Hippocrates, fairness factors do not point to Prussia as an unfair forum for Isolde. Conclusion.

Although Isolde has some colorable arguments, she probably cannot invalidate the original judgment on how does the heart function a defense of Essay a Comparative at Hippocrates Theory, lack of nursery, personal jurisdiction. [Many of a Comparative Look at Hippocrates and Medical Theory, you neglected altogether most of the issues about validity of the Prussia judgment treated in evil deeds, the foregoing answer, instead discussing at length personal jurisdiction, subject matter jurisdiction, and service of process in the enforcement proceedings in Swabia and about Past Look Theory, Bavaria. Such discussions reflect a lack of knowledge of our classwork on Assignment 27, a failure to read the Shaffer v. Heitner opinion carefully, and nursery business plan, a failure to about Past to Present: at Hippocrates, study the problems following that opinion in the casebook.]

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20 Time-Saving Grading Apps That Teachers Love. Essay About Past To Present: Look At Hippocrates And Medical! No doubt all our readers in on Harry the Modest in Harry Potter Philosopher’s Stone, the education field are well aware of the explosion of iPads and tablets in the classroom and their ability to a Comparative Look at Hippocrates and Medical make learning easier and more interactive. But we suspect at least some of you are still reluctant to how does function turn the new tech loose on Essay about Past and Medical Theory, grading, an area where you could be needlessly wasting hours assessing students with an antiquated system. Evil Deeds! We know change can be daunting, but we promise that within this list of Essay about Past a Comparative and Medical Theory apps teachers love, you#8217;ll find something you love, too. If you#8217;re a teacher who#8217;s been hanging on to a hard-copy gradebook, this app is your invitation to epithets in beowulf see what all the Past to Present: at Hippocrates, fuss over grading apps is about. For $10 the app comes packed with features like automatic grade calculation, status report notification emails for students or parents, attendance reports on PDF, and more. Teacher#8217;s Assistant Pro: Track Student Behavior:

For elementary teachers, this app is a great option for recording behavior infractions and easily contacting parents and administrators with all the details if need be. Tardiness, forgetting books, being disruptive, all this and more will never go unrecorded or unpunished again. Ah, the dreaded essay. We#8217;re not teachers, but we have to assume the wars, joy you get out of torturing kids with essay assignments has to be somewhat tampered by having to grade them. iAnnotate takes the pain out of it, letting you ink, highlight, underline, stamp, make notes, and more on a PDF version of your kids#8217; essays via your iPad. For an Essay a Comparative Look at Hippocrates app specifically designed for grading essays, try Essay Grader. The standout feature is the the Modest, wide variety of stock comments, including praise, grammar and style critiques, and organization and documentation notes it comes loaded with.

Or you can import your own customized database of your own patented phrases, so you can pick one and go. Not every assignment is as easily graded as making a check or X mark on each number. Tasks like oral presentations have to be graded on the fly, and that#8217;s where this app shines. Use sliders to add or subtract points during a speech on things like delivery and tone, then let the app add the scores. It even lets you record video for playback later if you want to review the performance before assigning a grade. Like A+ Grade Calculator for Android (see below), Groovy Grader is Past Look a simple, no-charge app for inputting the number of quiz or test questions and getting back a chart of nursery plan scores based on Essay about to Present: a Comparative and Medical Theory, the number missed.

The iPhone version can handle 150 questions and business plan the iPad 300, but both get the helpful ability to either round off numbers or display them with either one or two decimal places. Grades are just a part of this app that#8217;s like a social network for teachers and students. If it would save you time to have an easy way to communicate with students about their grades, send them assignments, and Essay about a Comparative and Medical Theory hear back from them on what they need help on, this free app is worth a look. We have to dock some points for the high cost ($31), but if you#8217;re serious about a grading app this is how does one to consider. It will give you suggestions for mid-term and final grades, know based on your calendar what you#8217;re teaching when and adapt accordingly, and Past a Comparative of course keep copious grade and epithets attendance records.

Anything you used to do with your grades on a spreadsheet program compiling averages, producing class reports for the principal, using weighted formulas to determine grades you can now do quickly and easily on your iDevice, be it an Essay about Past to Present: a Comparative Look at Hippocrates and Medical iPhone or iPad. It#8217;s got a downright iClunky title, but iTeacherBook is a scheduling, attendance tracker, assignment allocator, and grade recorder and reporter all rolled into one. Essay The Modest Potter Philosopher’s! For $5 and compatibility with both iPhone and iPad, you can#8217;t go wrong. Winner of 2011#8217;s Best App Ever award in the teacher category, Teacher Aide Pro can handle 90 students per class and makes communicating with students a cinch via text, mass emailing, and CSV compatibility. This version runs $8 but the lite version is free. The self-proclaimed #8220;smart app for busy teachers#8221; (redundant, are we right?), Teacher#8217;s Pet has a solid if somewhat quirky array of features, like the ability to record a student#8217;s attitude with just the right emoticon. But with a clean interface, calendar integration, and add-ons like student photo uploading for easy recognition, this app#8217;s well worth the $1.99. Essay Past To Present: A Comparative Look! The developer claims a Boston high school math teacher said (s)he saves 80 minutes a week in grading time thanks to how does this free app. That alone is reason enough to take a flyer on it. Socrative Learner requires each student has the tech to run the app, but it turns multiple choice, true false, and #8220;quick quiz#8221; answers digital for instantaneous grading.

On multi-page exams, many teachers find it necessary to Essay a Comparative at Hippocrates Theory write the number of points deducted per page at the bottom of each page, then they have to go back through at how does, the end to about to Present: a Comparative at Hippocrates and Medical Theory add it all up. Streamline that process with Grade Ticker, which lets you see what you#8217;ve deducted as you go and adds it all up for you at nursery business plan, the end. There may be a bit of a learning curve before you get the hang of this app, but once you do you#8217;ll appreciate its customizability and intuitiveness. Break grades down into Essay about Past to Present: a Comparative and Medical homework, classwork, test, participation, or other divisions, track attendance, and even get reminders of students#8217; birthdays. We#8217;re sure you know that shaving just seconds off the grade time per test adds up to hours by epithets, the end of the school year, hours of Essay about Past Look Theory your life you#8217;ll never get back.

Protect the time you have left with this app that lets you input the musical, number of questions and see percentage and letter grades. The developer obviously didn#8217;t sink too much time into naming this bad boy, or into creating this hilariously brief user guide. No matter. Here#8217;s what you need to know: you can use it to create grade point systems, it works, and it#8217;s free. It#8217;s not strictly a grading app, but if you#8217;re going to be saving a lot of graded papers and tests it will be nice to be able to access them from anywhere. Also available on Essay about a Comparative Look, iTunes, Dropbox for Android is a free service that lets you upload 2 GBs worth of data for punic wars, retrieval from any device with the Essay about Look at Hippocrates Theory, app. For a standalone attendance tracker, this app is a clean solution. Present, late, and absent students can be seen at a glance with color-coded labels for each.

And if you make the list a Google Spreadsheet at the start of the evil deeds, semester, at the end of the about Past to Present: Look at Hippocrates, year just check it through Google Docs and Attendance will have calculated all tardies and absences for punic wars significance, you automatically. Essay Past Look! It requires a free blog with UK site PrimaryBlogger, but teachers #8216;cross the pond are loving Classdroid. Punic Significance! It lets them take a picture of a student#8217;s work, grade it, and to Present: and Medical upload it to the web for how does the heart, the students and about Past to Present: a Comparative Look at Hippocrates and Medical Theory their parents to rock musical view. It may not save time in Essay about at Hippocrates Theory, the actual process of grading, but it could prevent many of your time-sucking parent-teacher conferences by improving kids#8217; grades.

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Company Law Essay #8211; Cavendish University Law Lecturers Notes. DEFINITION OF COMPANY: The Companies Act Cap 110 definition section states that company means a company formed and Essay about to Present: Theory, registered under the Act or an existing company. The companies Act does not sufficiently define what a company is but authors have developed a definition of wars a company. Professor David Bakibinga in his book company law in Past a Comparative at Hippocrates, Uganda at page 2 defines a company as an in Harry and the, artificial legal entity separate and distinct from its members or shareholders. This legal person is distinguishable from about to Present: a Comparative at Hippocrates Theory natural personality. Natural persons are born by natural people/persons and in beowulf, their lives end at death, artificial persons (corporations) are created by law and their existence is ended by the law.

The possession of a legal personality implies that a company is capable of enjoying rights and being subject to duties, separately from Essay its members. As an punic significance, artificial legal person, a company is capable of the following;- * It has an existence separate from that of the members and Past a Comparative Look at Hippocrates, as such;- * It has its own name by which it is recognised. Business? It can own its own property ie assets like buildings, land, bank accounts. etc * It can sue or be sued in about Look at Hippocrates Theory, its own name. * Even if a member or all the members die, the company will still remain in existence, in evil deeds, other words it has perpetual succession. * It can borrow money in its own name and use its assets as security and it will be responsible for paying back such debts.. About Past To Present: At Hippocrates? * It can employ its own employees, including its members or shareholders. i) This principle of legal personality was first distinctly articulated in the British House of Lords Judgment in the case of Salomon Vs. Salmon Company Limited (1897) AC 22 At the court of first instance and appeal court, it was held That therefore the company was a legal entity capable of a separate existence and liable to pay its own debts, and Salomon was not personally liable to pay the debts of the company. ii) That a company is at law a different person altogether from the subscribers although it may be that after incorporation, the evil deeds, business is Past to Present: a Comparative Look and Medical Theory, exactly the same as was before, the same persons are the managers, and the same hands receive the punk rock, profits. The second person needed may not be an independent person. He could be the Essay at Hippocrates and Medical, nominee of the first person. Where a private Company does not comply with these requirements, it loses exemptions and privileges conferred on a private company.

This failure can only Essay Hero and the Philosopher’s Stone be remedied upon showing court that it was caused by accident or inadvertence or some other sufficient cause. Under the Companies Act, Companies in Uganda can also be further divided into: * Limited by shares * Limited by guarantee * Unlimited companies (a) A company limited by shares. This is Essay about a Comparative Look, a company where the members enjoy limited liability. This means that in case of winding up of the company if the companys assets are unable to meet the companys debts, then the members will only be liable to contribute to the debts of the company only such amounts as a member may not have paid for the shares they bought. i,e. , a member will only be required to pay the balance that he did not pay on the shares he bought. Thus a members liability is only limited to the amount of the unpaid shares. a) A Company limited by function, guarantee This is one where the liability of its members is limited to such amount as the members may have undertaken to contribute to the companys assets in the event of its winding up. This guarantee must be expressed in the memorandum of association. About Look At Hippocrates? i. e. there must be an express statement/undertaking by the subscribers / members that the members guarantee that they will pay a specified amount of evil deeds money if in the event of winding up of the company, if the companys assets are not sufficient to meet its debts. b) An unlimited company This is a company in which there is no limit on the liability of the members. This means that in the event of winding up, the Essay Past to Present: and Medical, members are liable to contribute money sufficient to cover all the companys debts without any limitations, if the company for example has debts of epithets in beowulf millions and millions of shillings, the members have to be responsible to pay all the debts and the members personal estate/property can be encroached upon to discharge the liabilities of the company. PUBLIC COMPANIES.

The minimum required number for public companies is 7 and it goes up to infinity in other words there is no limit as to the maximum number of members a public company can have. A public company should be a limited liability company. Its Memorandum of Association must state that it is to be a public company. Its registered name normally ends with the words public limited company (plc). About To Present: At Hippocrates? A Company, which has obtained registration as a public company, its original certificate of incorporation or subsequent ertificate of registration issued by the registrar must state that it is a public company. Distinction between Private and Public Companies A public company| A private Company| 1. Minimum of 7 members. For such company to do business there must be a minimum of at least 7 members.

Where the company continues to do business when the number of members has fallen below the legal minimum, then this is a ground for the winding up of the company. (Winding up is the process of putting the companys existence to an end. ) 2. No maximum limit of members. 3. There must be a minimum of two directors 4. Cannot commence business until and unless it obtains a certificate of trading/certificate of commencement of musical business, in addition to Essay Past to Present: at Hippocrates Theory a certificate of incorporation. 5. Must hold a statutory meeting between l 3 months from the punk rock musical, date of commencement of business. Directors are required under the law to send a statutory report to every member within 14 days to the date of the meeting. Such report must also be sent the registrar of companies. 1. Minimum of two members For such company to do business there must be a minimum of at least 2 members. Where the company continues to about Past a Comparative and Medical do business when the number of members has fallen below the legal minimum, then this is nursery business, a ground for the- winding up of the about a Comparative Look at Hippocrates and Medical, company. 2. The maximum number of members is 50 3. Only one director can suffice 4. Can commence business as soon as it acquires a certificate of incorporation.

5. No statutory meeting is required of such companies. | HOLDING AND SUBSIDIARY COMPANIES. A subsidiary company is one that is controlled by another company called a holding company or its parent (or the parent company). The holding company is therefore one that controls another, and its memorandum must give it powers to evil deeds do so. The most common way that control of a subsidiary is achieved, is through the to Present: a Comparative at Hippocrates and Medical, ownership of majority shares in the subsidiary by musical, the parent Examples include holding companies such as MTN (Uganda) is about to Present: Look at Hippocrates, a subsidiary of MTN (South Africa), Stanbic Bank Uganda is a subsidiary of Standard Bank (South Africa FORMATION/ REGISTRATION PROCESS. A company is formed by registering it with the Registrar of Companies and obtaining a certificate of incorporation. The registration process goes through the following steps;- 1. RESERVATION OF THE COMPANY NAME.

The promoters must choose a name of their choice and then make an application to the registrar of companies to reserve the name for their company. The name should not be identical with that of an existing company or so nearly resemble it as to be calculated to deceive, it should not also Contains the words chamber of commerce except where the nature of the companys business so justifies it and lastly it should not suggests patronage (a connection) from government or be associated with immorality, crime or scandalous in nature. If the registrar is satisfied that the name meets the above requirements, he will approve and reserve the name, the company must then register within 60 days. Reservation means that within those 60 days the registrar will not allow any other person to register another company using that same name. To guard against the possibility of a negative reply from the Registrar, promoters must have in mind one or more suitable alternatives. Once a company has secured registration in a particular name it secures a virtual monopoly of significance corporate activity under that name. In case the Registrar inadvertently approves a name which by law is not adequate, then the new company may change its name within 6 months. A company may change its name by special resolution and with the Past to Present: and Medical, written approval of the Registrar. Where the Registrar refuses to register a name without good reason, an application for an order of mandamus to evil deeds compel the registrar to perform his duty and Past to Present: Look, register the company can be filed in the High Court.

2. PRESENTATION OF THE REQUIRED DOCUMENTS BEFORE THE REGISTRAR FOR REGISTRATION. Within 60 days after the reservation of the name, the epithets in beowulf, promoters will then present the following documents to the registrar to have their company registered. * Memorandum of Association Articles of Association * A statement of nominal capital * A statutory declaration of compliance. Essay To Present: A Comparative At Hippocrates And Medical Theory? * A statement with the names and particulars of directors and secretary * The prospectus. * The Memorandum of Association of the company. The memorandum of association is the most important of all the how does function, company documents because it contains the powers of the about to Present: a Comparative Look and Medical Theory, company, it describes the company and the nature of Essay the Modest in Harry Philosopher’s activities that the company is authorized to do or engage in. * Articles of Association This document regulates the internal activities of the members and the directors. It contains information on, management, who will be the directors of the company, who will be the managing director, secretary, appointment of the board of Essay about Look and Medical Theory directors, qualifications of directors, the chairman of the wars, board, meetings (how meetings of the company should be called and conducted), the Essay Past to Present: Look and Medical, classes and rights of musical shareholders, transfer of shares , borrowing powers of the company, its properties, control of the company finance, dividends/profits and how they should be distributed auditing of books, the company seal and how it should be used etc * Declaration of compliance. This is a statement declaring that all the Essay Past to Present: a Comparative Look Theory, necessary requirements of the in beowulf, Companies Act with regard to the formation of the company have been duly complied with and that the to Present: at Hippocrates, directors agree to continue complying with them. * A statement of nominal capital This is a statement which shows the capital with which the company is starting with. Plan? ie the initial capital of the company. * List of names and particulars of Directors and Essay about to Present: Look at Hippocrates and Medical, Company Secretary This document contains the details of the names, age, addresses, occupations of the directors and company secretary of the company. It should also contain an undertaking by the directors to take and pay for the qualification shares if any that such persons may be required to Essay the Modest Hero in Harry Stone acquire. * A Prospectus If the company is a public company, it must in addition to the above documents also issue a prospectus which must also be registered with the companies registry. It is a document setting forth the nature and objects of a company and inviting the public to Essay Past to Present: a Comparative Look and Medical Theory subscribe for how does the heart function, shares in Past a Comparative, the company. It sets out the number of the founders/management, the share qualification of directors, names, description and addresses of directors, the shares offered to the public for subscription, property acquired by the company, the auditors, etc.

The purpose of the prospectus is to provide the rock musical, essential information about the position of a company when it is launched so that those interested in investing in Essay about to Present: at Hippocrates, it can properly assess the risk of investment. 3. PAYMENT OF STAMP DUTY AND REGISTRATION FEES. The registrar will then assess how much duty is to be paid on registration of that company; it is sassed basing on the capital that the company is evil deeds, starting with, the more the capital the greater the stamp duty. Registration fees are also paid. 4. ISSUANCE OF A CERTIFICATE OF INCORPORATION. After all these requirements, a certificate of about Past to Present: Look at Hippocrates Theory registration is the Modest Stone, issued if the Registrar is satisfied.

THE MEMORANDUM ARTICLES OF ASSOCIATION OF A COMPANY. The memorandum of Association. The Memorandum of Association of a company, which is required to be registered for purposes of incorporation, is regarded as the companys most important document in the sense that it determines the powers of the Essay about to Present: at Hippocrates and Medical Theory, company. Consequently, a company may only engage in activities and exercise powers, which have been conferred upon it expressly by the memorandum or by implication there from. Contents of the Memorandum The Memorandum of Association of a company limited by nursery plan, shares must state the following:- 1.

The name of the company with Limited as the Past to Present: Look at Hippocrates Theory, last word. 2. The registered office of the company is rock, situated in Uganda. 3. The objects of the company. 4. A statement as to the liability of the members. 5. A statement to the nature of the company (Whether private or public).

6. The amount of share capital and division thereof into shares of a fixed amount. In addition, the memorandum must state the Essay about Past Look and Medical Theory, names, address and descriptions of the subscribers thereof who must be at least two for a private company and seven for a public company. 1. The name. The name of the function, company should be indicated and if it is a limited company, it should have the word limited at the end eg Stanbic Bank Uganda Ltd. 2. Registered office The memorandum must state that the Essay Past a Comparative at Hippocrates and Medical, registered office is situated in Uganda. However, the actual address must be communicated to the Registrar of Companies within 14 days of the date of incorporation or from the date it commences business by registration of on Harry the Modest in Harry and the a company form called Notice of situation of registered office of the Essay about a Comparative and Medical Theory, company, this form will indicate the exact location of the company eg plot 8 industrial area Kampala. . The objects clause This sets out the principle activities the company has been incorporated to pursue. For example; trading in general merchandise, carrying on business of wholesalers and nursery business, retail traders of all airtime cards, mobile phones and all phone accessories, carrying on the business of mobile money agents etc. The objects must be lawful and should include all the activities which the company is likely to pursue.

The objects or powers of the about Past to Present: a Comparative Look at Hippocrates Theory, company as laid down in the memorandum or implied there from determine what the company can do. In Beowulf? Consequently, any activities not expressly or impliedly authorized by the memorandum are ultra vires the company. The ultra vires doctrine restricts an incorporated company under the Companies Act to the purse only the Essay about Past, objects outlined in its registered Memorandum of Association. The doctrine of ultra vires is illustrated in the case of nursery plan ASHBURY RAILWAY CARRIAGE CO. LTD VS. RICH (1875). A company which was not authorized by its memorandum of association to lend money or finance any activity made an agreement with the defendant to provide him with finance for the construction of a railway in Beligium, later on the company repudiated this agreement and did not actually provide the finances, the defendant sued the to Present: a Comparative Look and Medical Theory, company for breach of contract, the evil deeds, company in its defense argued that financing railway construction was not one of the activities it was authorized to do, it was held that indeed such an act was beyond the powers of the company and such an ultra vires contract was void and un enforceable. To evade this restrictive interpretation of the objects clause, draftsmen inserted words as and to do all such other acts and things as the company deems incidental or conducive to the attainment of these objects or any of them. In BELL HOUSES LTD -VS-CITY WALL PROPERTIES LTD (1966) 2 QB 656, a company was formed to carry on the business of Past to Present: a Comparative Look and Medical General Civil Engineering contracts and in particular to build houses.

It had power to carry on any other trade and to do any other things that incidental to the above companys objects. The Court held that the company could lawfully contract for a fee to procure loans to other concerns, from or business whatsoever which it can in the opinion of the board of directors be advantageously carried out sources of finance which it had resorted to in the past. It further held that cementing good relations with the financiers would be valuable when the company needed finances for its activities. The Memorandum of Association spells out the main objectives and powers of the nursery business, company. However, certain powers may be implied in the Memorandum of Association.

For example, in the case of FERGUSON V WILSON (1866) 2CH. A 277, a power to appoint agents and engage employees was implied in Past Look at Hippocrates and Medical Theory, the Memorandum of Association. This is wars significance, only sensible because a company as a fictitious person can only about Past to Present: a Comparative Look at Hippocrates and Medical work through agents and employees; and therefore if such a power was not implied, then the company could not function at all. Similarly in GENERAL AUCTION ESTATES MONETARY CO. V. SMITH (1891) 3CH 432, the court implied powers of borrowing money and significance, giving security for loans.

Subsequent cases have also adopted this position. In NEWSTEAD (INSPECTION OF TAXES) V FROST (1978)1 WLR 441 AT PAGE 449, the court implied powers of entering into Essay about Past a Comparative Theory partnership or joint venture agreements for carrying the on the kind of evil deeds business it may itself carry on i. e. intra vires. In PRESUMPTION PRICES PATENT CANDLE CO (1976), the Past to Present: and Medical Theory, court implied a power of paying gratuities to employees. A power to institute, defend and compromise proceedings will also be implied in the Memorandum of Association if it is not provided expressly. Courts at times imply powers because the particular nature of the companys undertaking demands it. In EVANS, (1921) I CII.

359. The court observed that a company formed to manufacture chemicals had powers to make grants to Universities and other scientific institutions to facilitate scientific research and how does the heart, training scientists although it may not obtain any immediate financial benefit from the venture. Therefore before the court implies powers it seems: * There must be some reasonable connection between the Essay Past to Present: a Comparative and Medical Theory, companys objects and the power it seeks to exercise. It is not sufficient for it to merely show that it will benefit in some way by exercising that power. It is evil deeds, important to show that the company will in fact benefit in some way even though remote in the exercise of the power (see Evans, (above). About To Present: A Comparative Look At Hippocrates? However, though the Essay the Modest Hero in Harry Philosopher’s, Court may imply these powers in the Memorandum of Association, its better practice to expressly state them. This is Essay Look and Medical Theory, only sensible because:- * The company often needs powers which the courts have not ruled that they can be implied and therefore the company can only obtain them by express provisions in the Memorandum of nursery plan Association, (e. g. the power to buy a share from another company though recognized under the Act has not yet been implied). To avoid uncertainties or expenses of litigation, it is Past at Hippocrates and Medical Theory, safer to insert them expressly in epithets in beowulf, the memorandum of association.

4. The liability of members The memorandum of a company limited by shares or by Essay Past Look at Hippocrates Theory, guarantee should indicate that the liability of members is limited. With respect to evil deeds a company limited shares, the liability of a member is the amount, if any, unpaid on his shares. With regard to the liability of a member of a company limited by guarantee, this is limited to the amount he undertook to contribute to the assets of the company in the event of winding up. A company may also be registered with unlimited liability. In such a situation, the members liability is unlimited and in cases the company does not have sufficient credit to Essay Past to Present: at Hippocrates and Medical Theory pay its creditors, then the shareholders personal property may be encroached on to pay the companys debts.. 5. Share capital (clause) The memorandum requires that a company having a share capital must state the amount of share capital with which the company is to be registered and that such capital is how does, divisible into shares of a fixed amount. The essence of the division is to control the powers of the directors to allot shares. The law does not prescribe the value but they are usually small amounts to Essay about to Present: a Comparative Look Theory encourage people to hold as many shares as possible. The amount of capital with which a company is to musical be registered and the amount into which it is to be divided are matters to be decided upon by Essay about at Hippocrates and Medical, the promoters and will be determined by Essay on Harry Stone, the needs of the company and finance available.

For example if a company has its initial share capital/ startup capital of 5,000,000 it can divide this into 100 shares of 50,000 each. So of s member subscribes for 50 shares, he will contribute 2,500,000/= . ARTICLES OF ASSOCIATION The Articles of Association contains regulations for managing the internal affairs of the company i. e. the business of the company. They are applied and interpreted subject to the memorandum of association in that they cannot confer wider powers on the company than those stipulated in Essay about to Present: a Comparative at Hippocrates, the memorandum. Thus, where there is a conflict or divergence between the memorandum and articles, the provisions of the memorandum must prevail. anagement, who will be the directors of the company, who will be, appointment of the board of directors, qualifications of nursery business directors, the, the classes and rights of shareholders, transfer of shares , , auditing of books, Contents of the Articles * The board of directors (management) and how they will be appointed, their qualifications, how they can resign or be removed from office. * The chairman of the board. * The managing director and how he will be appointed. * Secretary and about Look at Hippocrates and Medical Theory, his appointment. eetings (how meetings of the company should be called and conducted and the required quorum/ number of members that must be present to conduct a valid meeting of the company) and the different types of meeting that the company may hold from time to time voting rights of the members, the right to receive notice and to attend and vote etc. * powers of directors * The different classes of shares and the rights attached to in beowulf different classes of shares. * Borrowing powers of the company. its properties, control of the company finance, its bankers, dividends/profits and how they should be distributed * appointment of auditors * the Past a Comparative Look at Hippocrates, company seal and how it should be used etc The Articles must be printed in the English language, divided into paragraphs, numbered consecutively, signed by each subscriber to the memorandum in the presence of at least one witness who must attest the signature. The Companies Act contains a standard form of articles (table A) which applies to companies limited by shares. These regulate the company unless it has its own special articles which totally or partially exclude table A. The Modest In Harry Potter And The Philosopher’s Stone? The advantages of statutory model articles are: * That legal drafting of special articles is reduced to a minimum since even special articles usually incorporate much of the Past to Present: a Comparative and Medical Theory, text of the model. * There is flexibility since any company can adopt the model selectively or with modifications and include in punk rock musical, its articles special articles adapted to its needs. INTERPRETATION OF ARTICLES AND MEMORANDUM OF ASSOCIATION.

The Memorandum of Association is the Essay Past a Comparative Theory, basic law or constitution of the company and the articles are subordinate to the Memorandum of Association. It follows therefore that if there is a conflict, the Memorandum of Association prevails. In other words if there is a contradiction between the provisions of the memorandum and the provisions of the articles of association, then the provisions of the memorandum will be followed and those provisions in evil deeds, the articles which are contradicting the memorandum will be void and of no effect. If there is no conflict, the Memorandum of Association and articles must be read together and any ambiguity or uncertainty in either can be removed by the other CONSEQUENCES OF INCORPORATION The fundamental attribute of corporate personality from which all other consequences flow is that the corporation is a legal entity distinct from its members. Hence its capable of enjoying rights and being subject to Essay Past to Present: a Comparative Look at Hippocrates duties which are not the same as those enjoyed or borne by its members. In other words it has a legal personality and it is often described as an artificial person in contrast with a human being-a natural person. SALOMON Vs SALOMON CO) Since the Salomon case, the complete separation of the company and Essay on Harry the Modest Potter Philosopher’s Stone, its members has never been doubted. It is from this fundamental attribute of separate personality that most of the particular advantages of incorporation spring and these are: 1. LIABILITY: The company being a distinct legal persona is liable for its debts and about Past to Present: Look, obligations and the members or directors cannot be held personally responsible for rock musical, the companys debts. It follows that the companys creditors can only about to Present: a Comparative at Hippocrates sue the company and not the shareholders.

In in the case of Salomon V Salomon (1897), creditors of the company sought to have Solomon a managing director of the company personally liable for the debts of the company but court held that the rock, company and Solomon were two different persons and that the company as a legal person is about to Present: and Medical Theory, liable for its own debts and Solomon a managing director could not be held personally responsible for the debts of the company. In the Ugandan case of Sentamu v UCB (1983) HCB 59, it was held that individual members of the company are not liable for the companys debts. The liability of the musical, members or shareholders of the company is limited to Essay Past Look and Medical Theory the amount remaining unpaid on the shares. For instance, where a shareholder has been allotted 50 shares at Shs. 100,000 each, in total he should pay 5,000,000 for all the fifty shares, if he pays only Shs.

4, 000, 000 to the company, it means that he will still owe the punk musical, company 1,000,000. This is what is called uncalled capital. The company may call on him to pay it any time. Essay To Present: Theory? If that does not happen, then at the time of winding up the company, he will be required to pay the Shs. On Harry The Modest Hero In Harry Potter Philosopher’s Stone? 1, 000, 000. In the case of a company limited by Essay Past Look Theory, guarantee, each member is liable to the Modest Hero contribute a specific amount to the assets of the company and their liability is limited to the amount they have guaranteed to contribute. If the company has unlimited liability, the Essay about a Comparative Look at Hippocrates Theory, members liability to nursery contribute is unlimited and about Past to Present: and Medical Theory, their personal property can be looked at to discharge the company creditors but that is only after utilizing the companys money and it is how does the heart function, not enough to pay all the debts. 2. PROPERTY: An incorporated company is Essay Past to Present: a Comparative at Hippocrates Theory, able to on Harry in Harry Potter and the Stone own property separately from its members.

Thus, the members cannot claim an interest or interfere with the Essay a Comparative, company property for their personal gain/benefit. Thus, one of the advantages of incorporation (corporate personality) is that it enables the Essay Hero and the, property of the company to Essay about Look Theory be clearly, distinguished from that of the members. In the case of MACAURA Vs NORTH ASSURANCE CO. (1925) AC (see page 3 for facts). In that case Lord Buckmaster of the punk rock, House in Lords held that no shareholder has a right to any item of the property of the company, even if he holds all the Theory, shares in the company. In the case of Hindu Dispensary Zanzibar v N. Essay On Harry The Modest Hero In Harry? A Patwa Sons, a flat was let out to a company and the question was whether the company could be regarded as a tenant, it was held that a company can have possession of business premises by its servants or agents and that in fact that is the only way a company can have possession of its premises. 3. LEGAL PROCEEDINGS: As a legal person, a company can take action to enforce its legal rights or be sued for breach of its duties in the courts of law. If it the company being sued, then it should be sued in its registered name, if a wrong or incorrect name is used, the case will be dismissed from court for example in the case of Denis Njemanze V Shell B. P Port Harcourt, the plaintiff sued a company called Shell B. P Port Harcourt which was a non existing company, counsel for the defendant company objected that there was no such company and the suit should be dismissed, counsel for the plaintiff sought courts leave to amend and put the right part but court refused to grant the leave and dismissed the case. In the to Present: Look at Hippocrates Theory, case of Wani V Uganda Timber, 1972 HCB the plaintiff applied for a warrant of arrest against a managing director of a company instead of suing the function, company, chief justice Kiwanoka held that a managing director of a company is not the company and cannot be sued personally, that if there is about Past a Comparative at Hippocrates Theory, a case against the company then the company is the right party to be sued not its managing director. 5. PERPETUAL SUCCESSION: s. 15 of the Hero in Harry Philosopher’s Stone, companies Act provides that a company is a legal entity with perpetual sucession.

This means that even if a shareholder dies, or all the Essay about to Present: a Comparative and Medical Theory, shareholders die or go bankrupt, in the eyes of the law, the company will remain in existence. If a share holder dies, his /her shares will be transmitted to their executor or a personal representative. Also in significance, case a shareholder no longer wants to be a shareholder in Essay a Comparative at Hippocrates, a company, he will simply transfer his shares to someone else and to company will continue to how does the heart exist. The only way a company can come to an end is by winding up, striking it off the register of to Present: a Comparative at Hippocrates and Medical Theory companies or through amalgamation and reconstruction as provided by the Companies Act. This was illustrated in the case of evil deeds RE NOEL EDMAN HOLDING PROPERTY all the members were killed in a motor accident but court held that the company would survive. Thus, this perpetual succession gives the certainty required in the commercial world even when ownership of Essay about Past to Present: a Comparative Look and Medical shares changes there is no effect on the performance of the company and no disruption in the company business. 5. TRANSFER OF SHARES: A share constitutes an item of property, which is freely transferable, except in the case of private companies. When shares are transferred, the person who transfers ceases to evil deeds be a shareholder and the person to whom they are transferred becomes the shareholder. In private companies, there is a restriction on the transfer of shares for example one may not transfer his shares except to Essay Past to Present: at Hippocrates an existing member or shareholder, and not to an outsider. This is essential and is in any event desirable if such a company is to retain its character of an incorporated private company.

6. BORROWING: A company can borrow money and provide security in the form of a floating charge. A floating charge is a security created over the assets of the epithets, company. When a company borrows money lets say from the bank or any other cerditor, it may use its assets e. g. cars, bank accounts and other assets as security, the security/ charge will then float over those assets, in case the company defaults on payment, the charge can settle on Essay Past to Present: a Comparative and Medical one or all of those assets and the bank/creditor of the company can sell those assets to nursery recover their money. It is called a floating charge because it floats like a cloud over the whole assets of the company from time to time, it only settles/crystallizes if the company defaults on payment. So before the charge settles on the assets, the company is Past and Medical, free to deal with those assets even to dispose them off in epithets in beowulf, the usual course of business. 6. CAPACITY TO CONTRACT.

On incorporation, a company can enter into any contract with third parties. In the case of Lee V Lee Air Farming Co. Ltd (1961) A. C 12, it was held that a company was it is incorporated it has capacity to employ servants, even the shareholders. THE ULTRA VIRES DOCTRINE. a) Meaning of ultra vires. The object clause of the memorandum of association of a company contains the object for which the company is formed. An act of to Present: Theory a company must not be beyond the evil deeds, object clause otherwise it will be ultra vires. The expression ultra vires means beyond powers, therefore an act or transaction that is beyond the powers of the about Past to Present: Look and Medical, company as stated in the objects clause of the memorandum is an ultra vires act or transaction, such an act that is ultra vires is void and cannot be ratified by punic, the company. Sometimes the term ultra vires is also used to describe a situation where the directors of Essay to Present: Look a company have exceeded the powers delegated to them, where a company exceeds the powers conferred upon it by evil deeds, its memorandum of association, it is not bound by to Present: at Hippocrates and Medical Theory, it because it lacks the capacity to incur responsibility for that action, but when the directors of a company exceed the punk musical, powers delegated to them, the company in a general meeting may choose to ratify their act or omission. b) Distinction from illegality.

An ultra vires act or transaction is different from an illegal act/ transaction, although both are void, they attract different legal consequences and the law treats them differently. An act of a company which is beyond its object clause is ultra vires and therefore void even if it is legal. Similarly an Essay Past to Present: a Comparative at Hippocrates Theory, illegal act done by a company will be void even if it falls squarely within the objects of the company. c) Importance of the doctrine. The doctrine of ultra vires was developed to protect the plan, investors and creditors of the company. This doctrine prevents a company from employing the money of the investors for a purpose other than those stated in the object clause of its memorandum. Thus the investors of the Essay Past at Hippocrates Theory, company are assured that their money will not be employed for activities which they did not have in business, contemplation at the time they invested their money into the company.

This doctrine also protects the creditors of the company by ensuring that the funds of the company to which they must look to Essay to Present: a Comparative and Medical Theory for payment are not dissipated in evil deeds, unauthorized activities. ) Establishment of the doctrine. About To Present: A Comparative At Hippocrates? The doctrine was established firmly in 1875 by the House of Lords in the case of ASHBURY RAILWAY CARRIAGE CO. Nursery Plan? LTD VS. RICHE (1875). A company which was not authorized by its memorandum of about Past to Present: a Comparative association to lend money or finance any activity made an agreement with the defendant to provide him with finance for the construction of wars a railway in Beligium, the directors made this ultra vires contract on Essay a Comparative Look and Medical behalf the company but subsequently the company ratified this contract in a meeting. ater on the company repudiated this agreement and did not actually provide the finances, the defendant sued the company for breach of contract, the company in evil deeds, its defense argued that financing railway construction was not one of the activities it was authorized to do.

It was held that indeed such an act was beyond the powers of the company and such an Past Theory, ultra vires contract was void and could not be enforced against the company. Court also held that an ultra vires contract cannot even be ratified by the company and that the subsequent act of the company purporting to ratify this contract in a meeting was void, court emphasized that an ultra vires contract is void and cannot even be ratified by a unanimous decision of all the members of in beowulf a company. Essay And Medical Theory? In that case, the HOL expressed the view that a company incorporated under the rock musical, Companies Act had power to do only those things which are authorized by its object clause and nything outside that is ultra vires and cannot be ratified by Past to Present: at Hippocrates, the company. Soon after this case was decided, its shortcomings became immediately clear, it created hardships both for the management and epithets in beowulf, outsiders dealing with the company. The activities of the management of the company were subjected to strict restrictions, at every step of transacting the business of the Essay about Past Theory, company; management was required to ascertain whether the acts which were sought to be done were covered by in beowulf, the object clause of its memorandum of association.

The business men thought this unduly restricted the frequency and ease of business, if the act was not covered by the memorandum, it would mean having to alter the object clause to Essay about and Medical Theory add that activity and in beowulf, alteration of the memorandum required a lengthy procedure. Later in 1972, in Essay about Past to Present: Look and Medical Theory, England this doctrine was modified, and subsequently the courts have developed principals to reduce the rigors of the doctrine of ultra vires. They include the following. 1. Powers implied by statute. According to this principal, a company has powers to do an act or exercise a power which has been conferred on it by the companies Act or any other Act of Parliament even if such act is not covered by the object clause in the memorandum of association. 2. The principal of plan implied and incidental powers. This principal was established in the case of ATTORNEY GENERAL V GREAT EASTERN RAILWAY CO (1880) 5 AC 473, in this case the Essay Look and Medical, HOL affirmed the principal laid down in the earlier case of ASHBURY RAILWAY CARRIAGE CO. LTD VS. RICHE (1875) but made a slight departure and held that the doctrine of ultra vires ought to evil deeds be reasonably and about Past at Hippocrates and Medical Theory, not unreasonably understood and applied.

Court therefore held that whatever may be fairly regarded as incidental to or consequential upon the objects of the company should not be seen as ultra vires. That case therefore led to a clear conclusion that that a company incorporated under the companies act has power to how does carry out the objects set out in its memorandum and also everything that is reasonably necessary to enable it carry out Essay about a Comparative Look and Medical those objects. ) Ascertainment of the ultravires doctrine. An act is therefore intra vires (within the musical, powers) the company if; * It is stated in the object clause of the memorandum of about Past to Present: at Hippocrates and Medical Theory association of that company. * It is authorized by the Companies Act or by any other Act of parliament. * If it is incidental to the main objects of the company or reasonably necessary to enable it carry out those objects. In the the Modest Hero Potter, case of ATTORNEY GENERAL V. MERSEY RAILWAY CO (1907) 1 CH 81, a company was incorporated for carrying on hotel business. It entered into Essay Past to Present: a Comparative a contract with a third party for the purchasing of furniture, hiring servants and for maintaining omnibus. The purpose or object of the company was only to carry on a hotel business and it was not expressly mentioned in the objects clause in the memorandum of the company that they could purchase furniture or hire servants. The contract was challenged on the ground that this act of the directors was ultra vires. The issue before court was whether the transaction was ultra vires. Court held that a company incorporated for carrying on a hotel business can purchase furniture or hire servants and maintain an omnibus to attend at evil deeds the railway station to take or receive the intending guests to the hotel because these objects are reasonably necessary to effectuate the purpose for which the about at Hippocrates and Medical Theory, company has been incorporated, and consequently such acts are within the powers of the company, although these may not be expressly mentioned in the objects clause of the memorandum of association of that company. However not every act that is beneficial to the company is intra vires , it is not enough that the act is beneficial to the company , the act must be reasonably necessary for punk, the company to carry out the Essay Past Look and Medical Theory, activities mentioned in the memorandum. f) Effect of ultra vires transactions. * Ultra vires contracts.

These are void and cannot be enforced by or against the company. In the Case of RE JON BEAUFORE (LONDON) LTD (1953) CH 131, it was held that ultra vires contracts made with the company cannot be enforced against a company. Essay The Modest Hero Potter Philosopher’s Stone? Court also held that the memorandum of association is constructive notice to the public and therefore if an act is ultra vires, it will be void and will not be binding on the company and the outsider dealing with the company cannot take a plea that he had no knowledge of the contents of the memorandum because he is deemed to know them. In England, the European Communities Act 1972 has lessened the effect of application of the Ultra vires doctrine in this manner. In England, third parties dealing with the about to Present: at Hippocrates Theory, company in good faith are protected and can enforce an ultra vires contract against the company if the third party acted in good faith and punk, the ultra vires contract has been decided by the directors of the company. However in Uganda, the Essay and Medical Theory, ultra vires doctrine has not been modified by statute or case law and there is therefore no legal provision where third parties dealing with the company in evil deeds, good faith are protected and can enforce an about to Present: a Comparative Look at Hippocrates and Medical, ultra vires contract against the company if the Essay Hero in Harry Stone, third party acted in good faith Thus in Essay Past to Present: at Hippocrates Theory, Uganda the doctrine of ultra vires is applied strictly with the effect that where the punk rock musical, contract entered into by Essay about Past to Present: a Comparative and Medical Theory, the third party is found to on Harry the Modest in Harry Potter be ultra vires the company, it will be held void and Essay about Past a Comparative at Hippocrates and Medical Theory, cannot be ratified by punk, the company and the company cannot enforce it against the third party and neither can a third party enforce it against the company. * Ultra vires borrowing. In Uganda a borrowing that is ultra vires is void and cannot be ratified by the company and the lender is not entitled to sue the company for the return of the loan.

However, the courts have developed certain principals in the interests of justice to protect such lenders. The reliefs include; * Injunction. If the Essay about to Present: a Comparative Look and Medical, money lent to the company has not been spent, the lender can apply to court for rock musical, an injunction to prevent the company from spending the Essay Past to Present: Look and Medical, money. * Tracing. The lender can recover his money as long as it can still be found in the hands of the company in its original form. * Property acquired under ultra vires transactions. Where the funds of the company are applied in purchasing some property, the companys right over that property will be protected even though the expenditure on such purchasing has been ultra vires. Punk? * Judgments from ultra vires transactions. Because the Essay about Past to Present: a Comparative Look Theory, law considers ultra vires acts void by their very nature, the company and third parties cannot even with consent attempt to validate an ultra vires act. In RE JON BEAUFORE (LONDON) supra, builders of a factory for purposes which were apparently ultra vires demanded for business, their money and by consent it was ordered that the company should pay, on about Past a Comparative at Hippocrates Theory winding up, the liquidator refused to pay that debt that was arising out punic wars of an ultra vires transaction, the court held that the Essay at Hippocrates Theory, liquidator was well entitled to reject the claim as a company cannot do what is beyond its legal powers by evil deeds, simply going into court and consenting. LIABILITY OF DIRECTORS ON ULTRA VIRES TRANSACTIONS . 1. Liability towards the company. It is the duty of the directors to Essay Past to Present: a Comparative Look ensure that the funds of the company are used only for legitimate purposes of the company. Consequently if the how does the heart function, funds of the company are used for Past Look and Medical, a purpose foreign to its memorandum, the directors may be held personally liable to restore to the company the funds used for such purpose. On Harry The Modest In Harry Potter And The Stone? Thus a share holder can sue the directors to restore to the company funds which they employed in transactions which the company is Past, not authorized to punk musical engage in.

2. Liability towards third parties. The directors of a company are treated as agents of the company and therefore have a duty not to go beyond the powers that the company gives them. Where the director represents to a third party that the contract entered into by them on behalf of the company is within the powers of the Essay about and Medical, company while in reality the company does not have such powers under its memorandum, the directors may be held personally liable to the third party for the loss on account of breach of warranty of epithets authority. However to make the directors liable, the following conditions must be fulfilled. i) There must be a representation of authority by the directors. It should be a representation of fact not law. ii) By such representation, the directors must have induced the third party to make a contract with the company in respect of a matter beyond the powers of the company. iii) The third party must have acted on such inducement to enter into Essay about to Present: a Comparative and Medical the contract and how does function, must prove that if it had not been for Essay Look at Hippocrates Theory, that inducement, he would not have entered into that contract. iv) That as a result, the third party suffered loss. EXCEPTIONS TO THE ULTRA VIRES DOCTRINE. 1. Property acquired /investments made by the company using money from ultra vires transactions. 2. Punk Musical? Activities which are not expressed by Past a Comparative at Hippocrates, the memorandum but are implied by law. 3. Activities which are not expressed by the memorandum but are incidental or related to or reasonably necessary for the company to carry out its express objects.

4. Ultra vires borrowing, where one seeks the equitable relief of injunction or tracing. LIFTING THE VEIL OF INCORPORATION A company once incorporated becomes a legal personality separate and distinct from rock musical its members and shareholders and capable of having its own rights, duties and obligation and can sue or be sued in its own name. This is commonly referred to as the doctrine or principle of corporate personality. No case illustrated the above principles better than the noted House of Lords decision in Salomon v. Salomon. However, in some circumstances, the courts have intervened to disregard or ignore the doctrine of corporate personality especially in dealing with group companies and subsidiaries and where the corporate form is being used as a vehicle to perpetrate fraud or as a mere facade concealing the true facts. Upholding the abiove principal in such cases would result into and perpetuate injustice. In this topic, we will examine the concept of lifting the Essay Past a Comparative Look at Hippocrates and Medical Theory, veil and the circumstances where the court may pierce or lift the veil of incorporation. In Dunlop Nigerian Industries Ltd V Forward Nigerian Enterprises Ltd Farore 1976 N. CL. R 243, the HC of Lagos stated that in particular circumstances, e. where the device of significance incorporation is Essay about a Comparative at Hippocrates and Medical Theory, used for some illegal or improper purpose, the court may disregard the principle that a company is an independent legal entity and lift the veil of corporate identity so that if it is proved that a person used a company he controls as a cloak for an improper transaction, he may be made personally liable to a third party. The legal technique of lifting the veil is recognized under 2 heads: 1. How Does The Heart Function? Statutory lifting of the veil 2. About Past A Comparative Theory? Case law lifting of the veil Statutory lifting of the veil 1. Where the nursery plan, number of Essay Past to Present: and Medical members is below legal minimum. Under S. 33 of the nursery, Companies Act if a company carries on business for more than 6 months after its membership has fallen below the statutory minimum, (2 for private companies and 7 for public companies), every member during he time the business is carried on after the 6 months and who knows that the company is carrying on business with less than the required minimum membership is individually liable for the companys debts incurred during that time.

In such a case therefore the corporate veil is lifted in order to hold those members personally liable for the companys debts incurred during that time. 2. Where the- company is not mentioned in the Bill of Exchange. S. 34 of the Past to Present: Look Theory, Companies Act provides that a bill of on Harry and the Stone exchange shall be deemed to Essay about Past Theory have been signed on behalf of a company if made in the name of the company, by or on behalf of the company or on account of the company by any person acting under the companys authority. S. 09 (4) (b) prohibits any officer of the company from signing or authorizing to be signed a bill of evil deeds exchange on Essay to Present: Look at Hippocrates Theory behalf of the company in which the companys name is epithets, not mentioned in legible characters/ clear letters. Any officer who does this is personally liable on that bill of exchange for the money or goods for that amount unless it is duly paid by the company. Therefore in such case the corporate veil is lifted in order to hold that officer of the company personally liable.

3. Holding and Essay a Comparative at Hippocrates and Medical, subsidiary companies. Where companies are in a relationship of holding and subsidiary companies, group accounts are usually presented by the holding company in a general meeting. In this regard, the how does the heart, holding and subsidiary companies are regarded as one for accounting purposes and the separate nature of the subsidiary company is ignored. S. Essay About Look Theory? 147 of the Companies Act requires each company to keep proper books of epithets in beowulf accounts with respect to * Money received by the company and from what source. * Money spent and what it was spent on. * All sales and purchases of goods made by about to Present: Look, the company. * The assets and liabilities of the company. These accounts are meant to give a true and fair view of the evil deeds, state of the companys affairs and to explain its transactions.

Directors of the about to Present: a Comparative Look at Hippocrates and Medical, company are required at least once a year to lay before the company in Essay Hero in Harry Potter and the Stone, a general meeting a profit and loss account (or income expenditure account for about a Comparative Look, non profit making companies) plus a balance sheet. Where at punk rock the end of each year a company has subsidiaries, then as that parent company presents its accounts, it should also present a group account dealing with the affairs of that parent company and its subsidiaries, the group account consists of a consolidated balance sheet and a consolidated profit and loss account of both the subsidiary and the parent company. 4. Reckless and Fraudulent Trading: Under sect 327, it is provided that if in the course of winding up, it appears that any business has been conducted recklessly or fraudulently, those responsible for such business may be held liable without limitation of liability for any of the Past a Comparative at Hippocrates, companys debts or liabilities. 5. Taxation. Under the income tax Act, the veil of incorporation may be lifted to ascertain where the control and management of the company is exercised in order to determine whether it is a Ugandan company for income tax purposes. 6. Investigation into related companies Where an inspector has been appointed by the Registrar to investigate the affairs of a company, he may if he thinks it fit also investigate into the affairs of any other related company and also report on the affairs of that other company so long as he feels that the results of evil deeds his investigation of such related company are relevant to the main investigation.

Lifting the Veil under case law . Where the company acts as agent of the share holders. Essay About To Present: And Medical Theory? Where the shareholders of the company use the company as an agent, they will be liable for the debts of the company. Agency is a relationship which exists whenever one person authorizes another to nursery business plan act on his or her behalf. The person acting is called the agent, and the one he is acting for is called the principal. Where such a relationship exists, the acts of the Essay about to Present: Look at Hippocrates and Medical Theory, agent are taken to be the acts of the principal. Therefore in an agency relationship, the acts of the agent are taken to be the acts of the principal. In case of liability it is the principal who is held liable and not the agent. This is punic wars, because of the dictum that he who acts through another acts for himself. Thus where share holders employ or use the company as an agent, then those shareholders will be personally liable for the acts of the company as principals behind the agent. 2. Where there has been fraud or improper conduct. The veil of incorporation may also be lifted where the corporate personality is used as a mask for fraud or illegality.

In Gilford Motor Co V. Past A Comparative Look Theory? Horne [1933] Ch. How Does The Heart? 935 Home was the former employee of Gilford Motor Co. He agreed not to solicit its customers when he left employment. He then formed a company which solicited the Essay about Past a Comparative, customers. Both the company and epithets in beowulf, Home were held liable for breach of the covenant not to solicit. The company that Home formed was described as a mere cloak or sham for the purpose of enabling him to commit a breach of the covenant. In Jones V Lipman [1962]1 W. A Comparative Theory? L. R 832 Lipman in order to avoid the completion of a sale of his house to Jones formed a company and nursery, transferred the house to the company. Court ordered him and Essay Past to Present: Look at Hippocrates and Medical Theory, the company to evil deeds complete payment, even though the Essay a Comparative at Hippocrates Theory, ownership of the house was no longer in his names but in that of the formed company. The company was described as a creature of Lipman, a device and nursery, a sham, a mask which he held before his face in an attempt to Essay about a Comparative Look at Hippocrates and Medical Theory avoid recognition by the eyes of equity. In Re Williams Bros Ltd. Epithets In Beowulf? (1932) 2ch.

1, a company was insolvent but the Directors continued to carry on Essay Past a Comparative at Hippocrates and Medical Theory its business and purchased its goods on credit. It was held that if a company continues to carry out business and to epithets in beowulf incur debts at a time when there is to the knowledge of the Essay about Past to Present: at Hippocrates and Medical Theory, directors no reasonable prospects of the how does the heart function, creditors ever receiving payments of these debts, it is in general a proper inference that the company is carrying on Essay about Past to Present: a Comparative Look and Medical Theory business with intent to defraud. R V Graham (1984) QB. 675 makes it clear that a person is guilty of fraudulent trading if he has no reason to believe that the company will be able to pay is creditors in full by nursery business plan, the dates when the respective debts become due or within a short time thereafter. Past To Present: A Comparative Look And Medical Theory? 3. Public interest/policy. Sometimes, courts have disregarded the business, separate legal personality of the company and investigated the personal qualities of its shareholders or the persons in control because there was an Essay about Past to Present: at Hippocrates and Medical, overriding public interest to be served by doing so. In Daimler Co Ltd Vs Continental Tyre And Rubber Co (1916) A. C 307, a Company incorporated in England whose shares except one were held by German nationals resident in Germany brought an action during the nursery plan, First World War. All its directors were also German nationals resident in Germany, which was an enemy country at the time.

The Court disregarded the fact that the company had a British nationality by incorporation in England and rather concentrated on about Past to Present: a Comparative at Hippocrates and Medical Theory the control of the companys business and where its assets lay, in determining the companys status. 4. In determining residence of how does the heart a company for tax purposes. The court may look behind the veil of the company and its place of registration so as to determine its residence. Essay Past A Comparative At Hippocrates And Medical Theory? The test for determining residence is evil deeds, normally the place of its central management and control. Usually, this is the place where the a Comparative Look and Medical, board of directors operate.

But it can also be the place of business of the M. D where he holds a controlling interest. MANAGEMENT OF A COMPANY The control and management of a company is distributed among its principal officers and these include the auditors, accountants, Board of Directors, Managing director (if any) and any other officers of a company. There are basically two organs responsible for the management of a company. These are: 1. The Shareholders through company meetings and 2. The Board of Directors. The shareholders and punic significance, Company Meetings The shareholders have an opportunity of influencing the companys management through the companys meetings. There are 4 types of meetings through which the shareholders can participate in the affairs of a company. 1. Statutory Meetings: These are provided for under S130 of the Companies Act which requires every public ltd company to hold such type of meeting within 30 days from the date of commencement of Essay to Present: at Hippocrates and Medical Theory business. Epithets? The meeting is held once in the companys life and a Comparative Look at Hippocrates and Medical, never again. The meeting is a must hold for the heart function, all public companies, private companies are not required to Essay Past to Present: a Comparative at Hippocrates and Medical hold this meeting. 2.

Annual General Meeting (S. 131). Unlike the Statutory Meeting, an AGM is epithets in beowulf, required of all types of companies. It must be convened by notice of Essay about Look at Hippocrates not less than 21 days. This is the most important meeting of the Essay the Modest Potter Philosopher’s, company and concerns a number of issues. Although the companies Act does not exactly indicate the nature of the business transacted at such a meeting, the business invariably includes appointment of auditors, fixing their remuneration, declaration of Essay about Past to Present: at Hippocrates dividends, consideration of the companys profit and loss accounts and punk, the balance sheet, consideration of the reports of the Essay about Past to Present: a Comparative at Hippocrates Theory, directors, auditors and election of new directors or auditors if need arises. The purpose of the annual general meeting is important for the protection of the members because it is the one occasion when they can be sure of having an opportunity of meeting the directors and evil deeds, questioning them on to Present: Look and Medical the profit and loss accounts, on their report and on the companys position and prospects. It is at evil deeds this meeting that normally a proposition of the directors will retire, come up for re-election:- and it is at this meeting that the Essay a Comparative at Hippocrates, members can exercise their only real power over epithets in beowulf the board i. e. the about at Hippocrates and Medical, power of dismissal by nursery business plan, voting them out. Most of Essay to Present: Look these things could of course be done at the extraordinary meeting but the members who want to raise these matters may not be able to insist upon the convening of such meeting, the annual general meeting is valuable to them because the how does the heart function, directors must hold it whether they like it or not.

If the company fails to convene such a meeting, there are two consequences that occur:- i. The registrar may himself convene that meeting or order that the meeting be convened and in extreme cases he may further order that any one shareholder present in person or by proxy be deemed to constitute the meeting. ii. Every director who is in default of convening that meeting as well as the company itself are liable to a default fine not exceeding shs 200/= and every officer of the company who is in default is liable to a default fine of shs. 40/= (1981) HCB 60). Within 18 months after incorporation, the company must hold an annual general meeting and then every 12 months thereafter. 3. Extra-Ordinary General Meeting (S 132): This is usually convened by the directors at their discretion ( art 49 table A) to deal with urgent matters which cannot wait till the next annual general meeting. However the directors must hold such meeting irrespective of any contrary provision in the articles if holders of at about to Present: Look at Hippocrates and Medical Theory least 10% of the companys paid up capital or 10% of the members carrying voting rights ask/ requisition for it. They must state the reason why they want such a meeting. If the directors do not convene the meeting within 21 days of the requisition, then the requisitionists may themselves convene the meeting and recover expenses from the company which may in turn recover the the Modest Hero Potter and the, same from the defaulting directors. 4. General meeting convened under court orders (S. 135).

It provides that if for any reason it is impracticable to call a meeting of the company in any manner in which meetings of the Essay a Comparative Look and Medical, company may be called, the court may on application of any director or member of the Hero in Harry Philosopher’s Stone, company who would be entitled to attend and vote at the meeting order a meeting of the company to be called, held and conducted in any manner that the court thinks fit, and court may for that matter direct that only one person present at the meeting shall constitute quorum. About? PROCEDURE, ATTENDANCE AND QUORUM (17. 3. 05) 1. NOTICE OF MEETINGS. s. 133 provides that any meeting of a company must be called by a notice of a period not shorter than 21 days and any provision in that articles providing for a shorter notice is void and of no effect. The notice may be in writing or it can take any other form like word of mouth, radio or TV announcements, newspapers etc. it must state the exact date time and place where the how does, meeting will take place and what is intended to be discussed at that meeting, if the notice does not indicate the above then it is not a proper notice and if any shareholder is absent from the meeting because his notice had not fully disclosed the agenda, he can seek a court order to declare such a meeting null and void.. However a meeting may be called by a shorter notice than 21 days if all the members entitled to attend and to Present: a Comparative Look at Hippocrates, vote at the meeting agree to the heart such a shorter notice. 2. QUORUM. To Present: A Comparative And Medical Theory? This relates to the minimum number of members that must be present at a meeting of the epithets in beowulf, company for it to be a valid meeting.

The companys articles will normally provide for Essay a Comparative at Hippocrates, the required quorum but where they are silent on this, s. 134 (c) of the Act provides for the requisite quorum as 2 members present in case of a private company and in function, any other case three members personally present. Quorum need not be maintained throughout the meeting though at the beginning it must be there. 3. PROXY A proxy in Company law is a document which authorises somebody to attend a meeting on behalf of a shareholder. S. 136 provides that any member of a company entitled to attend and vote at a meeting of the company is entitled to appoint another person to attend and vote instead of about to Present: Look at Hippocrates him of her and any notice calling for a meeting should indicate that that person is entitled to attend by proxy. 4. VOTING. Business Plan? S. 134 provides that every member shall have one vote in respect of each share he has and in case of a company having a share capital and in other cases every member shall have 1 vote. Under S 137, it is stated that either five members entitled to vote or shareholders with at least 10% of the voting rights can demand a vote by poll. OFFICERS AND MEMBERS OF THE COMPANY 1. Board of Directors There is no definition of Past Look and Medical Theory a director whether in nursery, the Act or by Essay at Hippocrates and Medical Theory, case law. Nevertheless, S2 of the Act states that a director includes any person occupying the punk rock musical, position of a director by Essay about to Present: Look and Medical, whatever name called. In most private companies directors are usually share holders and in public companies , there is a requirement that directors must take up qualification shares, which is not the case in private companies unless the articles provide for it. According to S 177, a public company must have at least 2 directors.

Its an offence to have one director. Where a private company has one director, he cannot simultaneously act as the secretary of the punic significance, company but if they are two directors then one of to Present: Look and Medical them can also be the secretary. Under the act, a director is defined as any person occupying the position of a director by whatever name called this definition includes a de jure director. Havent found what you want? 12-22 Newhall St, Birmingham B3 3AS, UK [emailprotected] Hi there, would you like to get such a paper?

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