A Study On The Adkar Model Management Essay

A Study On The Adkar Model Management Essay The purpose of this report is to understand the change management and the models which the organisation faces now. The report will also provide the recommendations for the organisation that can makes the organisation become less destructive while carry out the change and provide the tools of change. The structure of the report will consist 3 parts which are literature review, case study, and recommendation. Literature Review: Kurt Lewin know its important to form an integrated approach to bring about change at the group or organizational levels and contribute a 3-step change models. Lewin (1947a) stated that change process involved three steps in order to change efficiency and they are stage 1 (unfreezing), stage 2 (moving), and stage 3 (refreezing) (Lewin, 1947). Unfreezing step means make the correct situation for change to happens (London Management Centre, n.d.). Lewin argued that the stability needs to be weakened which means unfrozen (take away the old behaviour can be that lead to a new behaviour successfully adopted). Schein (1996) argued that the key for unfreezing is to recognise the individual or group level change and it were a profound psychological dynamic process. Moving stage is to create inspiration to learn but does not essentially control or predict the direction (Schein, 1996). Organisation should find out all the forces at work and identify and evaluate in order to get all the available options from trial or error basis (Lewin, 1947a). However, Lewin (1947a) also recognized that, without reinforcement, change will not last forever. The last stage of the model is refreezing. This stage is to recreate a stable atmosphere and elevates comfort levels by reconnecting people back into their familiar place (London Management Centre, n.d.). This is important as changes to individual behaviour will not be sustained unless group norms and routines are also been transformed and set. Therefore, it often requires changes to organizational norms, culture, practices and policies (Cummings and Huse, 1989). 3 steps model gives manager a framework that how to implement a change efficient, which can make the change process carried out fluently. The Kurt Lewin model can help a leader do the following three steps that helps to minimize the disruption of the structures operations, make a radical change, and make sure that the changes is sustainable (Morrison, 2010). Many have is argued that Lewins planned approach is too simplistic and mechanistic as organizational change happens everyday and open-ended process nowadays (Dawson, 1994 e Garvin, 1993). Lewin is seen as advocating a top-down, management approach to change and ignore the situations that require bottom-up change (Dawson, 1994). Lewins 3 steps change model can be used if there is a short term goals to meet and celebrate (Kotter, 1996). This is because people will start to resist to change if there is no short term wins. Lewin stated that organisations should establishing the goals and objectives. Organisation should reward people that involved with recognition, promotion or money (Kanter, 1993). 3 steps change model is more construct than content driven, describing competence using language such as team working, problem solving, and effective communication (French, 1999). Prosci had published ADKAR change model in 1998. The ADKAR model is used to know the change at an individual level and this will helps the organisation increase the successful rate for the changes (Hiatt, 2006). The model consist five elements that makes the changes successful: Awareness of the necessarily for change. Desire to do the change. Knowledge on change. Ability to carry out new skills and behaviors. Reinforcement to maintain the change. (Warrilow, 2010) The ADKAR model can helps to find out why changes are not functioning and help the organisation take the essential steps to make the change successful. Organisation will be able to break down the change into parts that can understand where the change is not functioning and address that impact point (Change Management Learning Center, 2007). The limitation for ADKAR model is fails to see the macro level of programme management (Warrilow, 2010). The author points out that the business environment now the restructuring, refocusing and re-engineering is only the start. Business leaders have to face the equally as it will have more problems of getting the staff to deliver their new vision that achieve the revenue forecasts. The fact is that people are not similar in the ways they behave. In this case, I will use Proscis ADKAR model. This is because Lewins 3 step model is too simple as what Dawson and Garvin highlighted and its not suitable for a big organisation that has high innovation. Therefore, its important for the organisation to identify the change element in order to make the change become efficient. Case Study: The model that the organisation used is the Prosci ADKAR model. Stuart Young dare to make the big change while the other organisations do not. Stuart Young consist of the 5 elements of ADKAR models which are awareness, desire, knowledge, ability and reinforcement. The people within the organisation have the awareness of the need for change. Stuart makes the organisation struct become flatter. This helps the communication become more efficient. There are only less people beneath them. There is no foreman and supervisor. The team leaders will have the meeting with their group members and talk about the work that they done yesterday. People need to analyse it and then have the change. Commitment can be build easily by this way and make sure the people aware to change for better quality. The people within the organisation have the desire to change. For an example, the manager will not criticise their workers. This makes them have more responsible. They need to do well for motivate the people. The motivating will makes the employee have more desire to change when there is needed. The individuals of the organisation have the knowledge of how to change. Management personnel at Interlock are all expected to undertake re-training at least the course per year. The people will be trained and put at the right position. This will make the change become more efficient as the people have the knowledge and work at the place that are most suitable for them. The people must also have the ability to change and the employee have the ability. The employee has more responsible to do their job. This means that they need to deal with more problems. This makes them know how to do more things and have the ability to change when needed. The education systems also help to improve their ability. This is the reason Stuart Young believe in his employee. Lastly, there is a reinforcement to sustain the change. Stuart Young knows how to reinforce their employee although there are no incentive programs. Instead of the incentive programs, Stuart Young ensures the employees job security as job security is foremost in workers minds nowadays. This will make the employee willing to change while maintain the quality. A good leadership is needed in order to makes the changes become more efficient. This will also utilise the ADKAR model. Transformational leadership style should be used in order to make the changes efficient. Transformational leadership is leaders who encourage people to transcend their own self-interest and who are capable of having profound and extraordinary effect on their staff (Robbins, Millet, Waters-Marsh, 2004). According to Chemers (1997), transformational leadership have 4 factors: -Individualise consideration (degree to which the leaders treat each followers in a way that is equitable and satisfying, but differentiated from other followers). Inspiration motivation (reflect the quality and emotional appeal of the leaders vision rather than what public said). Intellectual stimulation (leader encourages the follower to question past ideas and supports subordinate to think independently and creatively). idealized influence / Charisma (reflects follower perceptions that the leader is trustworthy to achieve an important vision). Transformational leaders make the vision or mission of the group become clearer that will generate satisfied and innovative culture within workplace and personalise their interaction with others (Parry, 1996). Many people might like the transactional leadership style. The transactional leadership style has totally difference style compare to transformational leadership style. Transactional leadership style is to lead or stimulate people by clarifying the role and task requirement (Robbins et al., 2004). However, transformational is more towards the intangible factors while transactional leadership style is more tangible factors. Therefore, its better to have the transformational leadership style instead of the transactional leadership style as the people will always demand more. A research shows that transformational leadership style is better than transactional leadership style (Chemers Ayman, 1993). In this situation, the 4 factors of transformational leadership will improve the five elements (Awareness, Desire, Knowledge, Ability, and Reinforcement) and thus makes the changes become more effective. The organisation has the ability to change. If the organisation can implement the transformational leadership style well, the organisation will sure change efficiently as the leadership can lead the organisation to have the particular elements to change well. Recommendations: Every organisations need to change when needed. However, its impossible for the organisation closes their business and carries out the changes. Therefore, some actions need to be taking in order to become less destructive. Change is a messy business that filled with complexity, multiple factors and many things that can lead the organisation towards failure. There are 3 broad areas that need to be included in any successful change initiative and have less destructive to the organisation, which are: Leadership that directly addresses the different dimensions of those affected by the change, and the motivation. Address the multiple factors of the models which is ADKAR models. Action management that can helps people on the matter that is useable for the change. (Warrilow, 2010) In order to do well in this, the tools of change can be used to make the change become better. There is a tool that can managing meeting and collecting ideas is brainstorming. Brainstorming is a technique that enables a team to generate lots of ideas in only a few minutes without criticism and judgement (Queensland Health, 1999). Brainstorming encourages people in identifying the cause and solutions to the problems. This can get a large group to work constructively together and solve the problem during the change process. Total Quality Management (TQM) is other tool of change. TQM refers to a management process directed at establishing organised continuous improvement activities, involving everyone in an organisation in a totally integrated effort toward improving performance at every level (Almaraz, 1994: 9). This will makes organisation make the change with full force that makes the change become more efficient. The implementation of TQM involves: à ¢Ã¢â€š ¬Ã‚ ¢ focus on work processes à ¢Ã¢â€š ¬Ã‚ ¢ explicit identification and measurement of customer (both internal and external) requirements à ¢Ã¢â€š ¬Ã‚ ¢ analysis of variability à ¢Ã¢â€š ¬Ã‚ ¢ use of cross-functional teams à ¢Ã¢â€š ¬Ã‚ ¢ management by fact à ¢Ã¢â€š ¬Ã‚ ¢ learning and continuous improvement à ¢Ã¢â€š ¬Ã‚ ¢ use of process-management heuristics The other tool is organisatinal development. The term organisational development (or OD) is a set of behavioural science-based theories, values, strategies, and techniques aimed at the planned change of organisational work setting for the purpose of enhancing individual development and improving organisational performance, through the alteration of organisational members on-the-job behaviours that are definitely helps a lots for the change process. (Porras and Robertson, 1992: 722) OD interventions view different aspects of this setting as levers for change that are able to prompt desired behaviours. These include: à ¢Ã¢â€š ¬Ã‚ ¢ organising arrangements which include goals, strategies, structure, policies and procedures, administrative systems à ¢Ã¢â€š ¬Ã‚ ¢ social factors which include culture, management style, interaction processes, individual attributes à ¢Ã¢â€š ¬Ã‚ ¢ physical setting which include ambience, interior design, space configuration, à ¢Ã¢â€š ¬Ã‚ ¢ technology which include IT, tools, equipment and machinery, job design, work flow design, technical expertise, technical systems and procedures. With enough development, the people will always have the sufficient skill that will helps them manage well in change process. Conclusion: The report had provides the 2 difference change models which are Lewins 3 step model and Proscis ADKAR model. The case shows that the organisation has the ability to change well. Its better for them to have transformational leadership to make the change become more efficient. The recommendations that provided are: Less Destructive ways Leadership that directly addresses the different dimensions of those affected by the change, and the motivation. Address the multiple factors of the models which is ADKAR models. Action management that can helps people on the matter that is useable for the change. Tools of change Brainstorming Total Quality Management (TQM) Organisational Development

Contracting Considerations Of A Tour Operator Tourism Essay

Contracting Considerations Of A Tour Operator Tourism Essay This report will consider the contracting considerations of a small to medium sized tour operator in relation to providing a report based holiday experience for a clientele from socio-economic bands A and B. The report will consider two key elements namely in the form of accommodation and other services in the resort and transportation of an appropriate type to and from the resort. In considering a possible solution to providing accommodation for the companys guests there are a number of options open to the small to medium sized tour operator. At the one end of the spectrum the tour operator could consider an option of direct investment. Such an option would see the tour operator investing in hotels and accommodation facilities which at the end of the investment the company would own the facilities which could be used for both its own guests and for the purpose of renting out accommodation to other tour operators which capacity allows for such an options (Holloway et al 2009). However, such an option in the circumstances is an unlikely option for the specific company in question. In the first instance the option is an expensive one, investment in hotel and accommodation facilities can cost millions in there initial investment or more, this may be an unsuitable or even unrealisable option for a small to medium enterprise. Secondly, the corporate objectives of the company are to minimise risks, direct investment however, may be seen as a considerably risky option for several reasons. In the first case once established, the company will have long term fixed costs to meet over a prolonged period of time, such a problem is not incurred where a contract based option is undertaken and thus the liability to meet expenses is limited to the agreed contract period which could be as short as a single season or less. Secondly, long term investment an overseas location also implies taking on the national risk which are associated with international trade including exposure to currency fluctuations, interest rates and changes in demand from the consumer perspective (Griffin and Pustay 2010). Again, where a contracting option is considered such exposures whilst still present are limited to a much shorter period of time and thus to a large extent offset. A more realistic option for the company in question may be to consider one of the many contracting options which are available, such contracting options are also wide and varied in nature and include both direct and indirect contracts with accommodation providers as well as a variety of options with regard to the length contracts undertaken (Holloway et al 2009). In the first instance, the company must select between contracting directly with accommodation providers or through the use of a third party agency (Cooper et al 2008). Negotiation directly may help the company to save money by excluding the fees of a third party however, the downside is that the company may have to deal with a large number of accommodation providers each with their own peculiarities and unique circumstances. On the other hand, the company could opt to use another intermediary who will undertake such sub-contracting on the behalf of the tour operator, for the tour operator this reduces complexity in the contracting process in that the tour operator now has only a single point of contact (Holloway et al 2009). However, on the downside the tour operator will now incur additional costs from the fees levied from a third party, in addition the tour operator will also lose a degree of control over the accommodation which is to be provided and arranged by the third party. T his may have an impact upon the tour operator whos clientele falls with the A and B social bands and so have very specific requirements in relation to their individual accommodation needs in comparison to other segments of the market. The next consideration from a contracting point of view is to consider the length and level of commitment in contracting options. Again the tour operator is presented with a wide range of options, at the lowest level of commitment end of the spectrum the tour operator can simply book rooms with accommodation provider in reference to specific levels of demand experienced, such an option means that costs are kept to a minimum and risks from contractual obligations are virtually eliminated (Cooper et al 2008). There is however, an additional risk incurring in that whilst the tour operators liabilities are minimised so are those of the accommodation providers, in short should the tour operator experience a surge in demand and the accommodation providers be unable to meet such a demand do to market forces, the tour operator may be left either having to disappoint customers or have to pay premium prices in order to satisfy the demand. At the other end of the spectrum the tour operator could contract to buy a set number of rooms or even entire hotels for a specific period of time (Holloway et al 2009). In such a case the advantage is that the tour operator has a guaranteed level of availability in a given hotel or resort and thus the risks of not being able to meet demand are off set given that the tour operator has a fixed capacity which it may use as it sees fit. The other major advantage is one of cost linked to economies of scale (Johnson et al 2008), by undertaking longer contracts that purchasing rooms at the spot rate, the tour operator stands to benefit from substantial bulk purchasing discounts as rooms and accommodations purchased over a long period come at a much reduced cost in comparison to shorter periods of hire. However, in such a circumstance the company also incurs some additional risks. Now that the company has entered into a contract for a fixed amount of accommodation the tour operator also has the obligation to pay for the rooms and so needs to be able to fill the accommodation to as close to full capacity as possible throughout the year (Holloway et al 2009). In reality this may mean offering significant discounts at certain part of the year so as to attract enough custom to fill the accommodation, alternatively the tour operator could forego full utilisation however, the contract would see the tour operator still having to pay for the accommodation which has been rented in advance. In addition to accommodation, there are other elements of the resort experience which the tour operator may wish to consider contracting out to third party providers. Key elements include the provision catering services, onsite entertainment and other forms of entertainment and added value services such as tours and excursions of sites of local interest to the clientele of the resort (Singh 2006). From a transportation perspective, the use of scheduled flights has become one of the most important ways travel operators have been able to take advantage of both the flexibility and speed of air travel as part of the holiday package (Holloway et al 2009). Unfortunately due to the constraints of the scenario the travel operator will have look at a number of alternative methods of getting guests to and from the proposed resort of which there are a wide number of options including alternative air transportation options as well as some more creative solutions making use of alternative modes of transport. The first and possibly most feasible option for a tour operator who can not take advantage of scheduled flights to a destination may be to consider using a charter service. Charter services offer to schedule an aircraft for the specific use of a client on a given route, charter options may include a single trip rental but more likely a charter provider will agree with a company such as a tour operator a regular schedule of flights for a season or more (Holloway et al 2009, Cooper et al 2008). There are several advantages for the tour operator if such an option is engaged in. From the passengers perspective, there is almost no difference to if the tour operator had made use of a scheduled flight, the guest will be transported to their destination on an aircraft which functions in all but the same way as one operating on a scheduled route. Secondly, a charter service operates with more flexibility than that of the scheduled flight, the tour operator can choose deviate from the time tab le which would not be an option which scheduled options and there is also flexibility of destination which may include local changes such as using an alternative airport or more radical changes changing the route of the aircraft altogether. There are however, still some drawback of the charter flight option, the main problem would be one of capacity. In the case the scheduled flight the responsibility for filling seats lies with the airline provider and the liability of the tour operator is limited to the number of seats for which they have purchased on any given flight. However, when an aircraft is chartered the cost of the charter becomes a fixed cost and the responsibility for filling seats then becomes the responsibility of the charterer, in this case the tour operator (Holloway et al 2009). The charter option has been a relatively successful option in recent years for tour operators, in some circumstances the model has become so successful that there has become a blur in the boundaries between scheduled and chartered flights. This has been exhibited in both operational elements in that some charter flights are so regular as to almost form a scheduled service including the sale of spare capacity to additional passengers. Secondly many travel operators have sought to consolidate their positions by buying charter aircraft providers and integrating these businesses into the main business unit (Monarch 2010). If the tour operator still wishes to investigate the scheduled flight option further, there is the consideration that a multi-modal transport operation may be considered. In such a case the tour operator may consider purchasing seats to the nearest airport served by a scheduled flight and then arrange onward transport via road rail or water. In many cases this may be an unattractive option, especially where distances are significant. Such an option may become and annoyance for guests and add unnecessary costs for the tour operator. There are however, times when the option may be an appropriate one especially for the upmarket segment. Such circumstances may exist where the tour operator can incorporate the onward transport into the holiday package, this may be possible where the route from airport to resort passes through an area of outstanding natural beauty or a luxury transport option can be added such as a river cruise which serves a duel function as transport and entertainment. Air transport however, is not the only option available to a tour operator one other major option to consider is transportation via water. Water transport has largely declined in recent decades due to the rise of faster and cheaper air transport which also allows access to a wider number of destinations than water based or land routes (Holloway et al 2009). Despite the decline of the standard ocean liner as a mode of transport which is now largely confined to summer transatlantic crossings the market for other water based forms of transport has both stabilised and began to grow again in recent years. The most important development has been a rebranding of the cruise, in past times the cruise as a form of holiday had declined as a function of both poor branding and the rise of alternatives. However, significant investment on the behalf of the industry has seen the holiday rising again in popularity amongst consumers. In selecting a transportation mode suitable for a market segment in socio economic groups A and B one option may be to consider providing a hybrid holiday which takes advantage of the rise in popularity of the cruise linked to the facilities present at the destination. From a pragmatic perspective the tour operator could in effect make use of a cruise ship to transport its guests too the resort making the transport via water an essential part of the holiday package as opposed to being a way of getting to the product in the form of the resort. Once at the destination, the tour operator would have the option of providing a return journey for guests either via the same method or via an alternative such as a charter flight. The major benefit of such an option is that the tour operator would be able to offer a high value added product in which all elements of the package including transportation are considered a part of the holiday. On the downside, the small to medium size of the tour op erator would necessitate the use of a third party to provide a suitable vessel for use. This in turn would add complexity to the operation and there would naturally be a greater limitation on destinations based upon the schedules and services of third party providers as well as the natural constraints imposed by limiting transport options to water based transport. There is also a rail option open to the travel operator, this has become an option with an increased level of feasibility from the UK since the opening on the channel tunnel back in the 1990s. Whilst, rail transport provides fast and efficient transport from the UK to the major cities in Europe, the real problem with this option is one of flexibility. To a large extent destinations will be limited to the major cities within Europe and it may be considered to access to more remote destinations and resorts becomes infeasible and impractical for users of the service. In addition, the large distances and nature of the rail network means that intercontinental options will be largely off limits to a tour operator if looking to use rail as a transportation option. Given the objectives of the company which are largely to reduce risk and the consideration of flexibility the recommendation of this report are that the travel operator opts to convey its guests the resort via a chartered air service model. Such a model would see that the company does not have to risks associated with investing in expensive capital items such as aircraft or ships which would increase the risk profile of the company significantly. In addition, by using an air service the company would also maintain the element of flexibility and speed opening up a wider number of destinations than would be available through land or water based forms of transport. These are both key benefits for the companys target client group in socio economic groups A and B. There are however, still some risks associated with the charter route, whilst the company would not own any specific assets associated with the transport of passengers, the company would still have a fixed capacity of seat for w hich it would need to fill on each flight so as to keep the cost per passenger for a minimum. The risk here is that during periods of low demand the company may have to offer significant discounts in order to fill flights, this may also create a conflict with the companys generic strategy of focusing on the premium end of the market (Porter 2004, Jobber 2007).

First World War Poetry Essays -- The Great War Poems Poetry Literature

First World War Poetry ".......Above all I am not concerned with poetry. My subject is war, and the pity of war. The poetry is in the pity." -Wilfred Owen. The First World War, or The Great War, was fought over the period August 1914 to November 1918. Although this was fought in many locations, and on a number of continents, the Western Front was the scene of some of the most important and bloodiest battles of the War. The Western Front was a series of trenches running through Belgium and France that formed the front line between the Allied and German forces. Many of the WW1 poets saw action on the Western Front. The War was dehumanising and it brought home how quickly and easily mankind could be reduced to a state lower than animals. The First World War, with its mass volunteers and conscription of educated, non-professional soldiers, saw the appearance of a new phenomenon - the soldier-poet. For the first time, war poetry appeared designed to educate its audience to the horrors of war. The First World War provides a unique moment in the twentieth-century in which literate soldiers, plunged into inhuman conditions, reacted to their surroundings by writing poetry. In fact, as subsequent years have proved, those poems have gone on to give a vision of this historical event to the public which otherwise would probably have gone unknown since it was a period of time when there was no reporting as we know it, in terms of front line war correspondents for newspapers, radio or television. Rupert Brooke Brooke was born in 1887 at Rugby where his father was a housemaster. One of the many ironies of the war is that Rupert Brooke is remembered as a war poet because his actual war experience consis... ...because it only addresses the poet’s feelings of personal loss. It has similarities in tone to both The Soldier and In Flanders Fields because of its romantic nature. It is not at all alike Dulce et Decorum Est since that is purely relating to the horrors of War and Vera Brittain doesn’t directly discuss the issue of war in her poem at all and unless the reader knew she had lost someone in WW1 she might have been writing about the loss of anyone close to her who had died under any circumstance. My Favourite Poem I prefer Perhaps of all the poems because it is beautifully written and is very touching. When I read the poem for the first time I was genuinely affected by what she said and the way she said it. I could see the imagery in her words and feel her pain at the loss of her fiancà ©e. It is a sad poem but the words themselves are very beautiful. First World War Poetry Essays -- The Great War Poems Poetry Literature First World War Poetry ".......Above all I am not concerned with poetry. My subject is war, and the pity of war. The poetry is in the pity." -Wilfred Owen. The First World War, or The Great War, was fought over the period August 1914 to November 1918. Although this was fought in many locations, and on a number of continents, the Western Front was the scene of some of the most important and bloodiest battles of the War. The Western Front was a series of trenches running through Belgium and France that formed the front line between the Allied and German forces. Many of the WW1 poets saw action on the Western Front. The War was dehumanising and it brought home how quickly and easily mankind could be reduced to a state lower than animals. The First World War, with its mass volunteers and conscription of educated, non-professional soldiers, saw the appearance of a new phenomenon - the soldier-poet. For the first time, war poetry appeared designed to educate its audience to the horrors of war. The First World War provides a unique moment in the twentieth-century in which literate soldiers, plunged into inhuman conditions, reacted to their surroundings by writing poetry. In fact, as subsequent years have proved, those poems have gone on to give a vision of this historical event to the public which otherwise would probably have gone unknown since it was a period of time when there was no reporting as we know it, in terms of front line war correspondents for newspapers, radio or television. Rupert Brooke Brooke was born in 1887 at Rugby where his father was a housemaster. One of the many ironies of the war is that Rupert Brooke is remembered as a war poet because his actual war experience consis... ...because it only addresses the poet’s feelings of personal loss. It has similarities in tone to both The Soldier and In Flanders Fields because of its romantic nature. It is not at all alike Dulce et Decorum Est since that is purely relating to the horrors of War and Vera Brittain doesn’t directly discuss the issue of war in her poem at all and unless the reader knew she had lost someone in WW1 she might have been writing about the loss of anyone close to her who had died under any circumstance. My Favourite Poem I prefer Perhaps of all the poems because it is beautifully written and is very touching. When I read the poem for the first time I was genuinely affected by what she said and the way she said it. I could see the imagery in her words and feel her pain at the loss of her fiancà ©e. It is a sad poem but the words themselves are very beautiful.

Poverty, Hunger and Malnutrition Essay -- Nutrition Pyramid Health

Poverty, Hunger and Malnutrition Every morning when I wake up the first thought in my mind is usually: FOOD! I often lie in bed for a few extra minutes, planning out what I am going to eat for breakfast. Seldom as I go through this routine do I stop to think about those who are less fortunate than me. I often take for granted that everyone wakes up and eats breakfast. But this is far from true, not everyone shares the luxuries that we have in the United States. Some people wake up and wonder if they will eat at all that day, let alone eat breakfast. Why? Because food, like many other things, is unequally distributed throughout the world. The struggle for enough food has gone on for centuries. Back in primitive days, the first task human beings undertook was the search for food. Primitive people were collectors, they would find what they could to eat and hope that it would be enough. When this failed to meet the population's needs, humans became hunters and trapped their food. Finally, some years later, humans began to farm the land. Because of the growing demand for food, those who could produce the most crops were considered the most powerful. But the limits of farming too were quickly discovered. If the earth were to produce food naturally, there would only be enough to feed about ten million individuals. With the earth's population now exceeding five billion we can see how this could pose a problem. Because of this overwhelming gap between how much the earth can produce and how much is actually needed, many agricultural advancements have been made that allow us to produce much more. One very important advancement was the irrigation system. This system supplies dry land with water by means of ditches, pipes, or st... ... flowers came from, after all it is too cold for flowers to grow in America. But these flowers are not grown here, they are grown in Mexico. Huge plantations of fertile land are bought by American coporations and instead of being used for agricultural purposes, the land is used to grow flowers for Valentine's Day. People struggle to provide enough food to feed and nurish their families, while fertile land is being wasted to grow flowers. Atrocities such as this are commited by the rich countries every day. We take from other less fortunate countries valuable resources that they truly need, though we have plenty of our own resources to work with. Perhaps if people in the US (as well as the other rich countries) began conserving more and wasting less on luxuries that we do not really need, we could take the first step towards helping those less fortunate than we are.

Quebec Essay -- Quebec Profound Nationalism, Sovereignty

The reaction to a majority vote in Quebec and their subsequent succession. Quebec has struggled with a need to be maitres chez nous â€Å"masters of their own house† (Young, 1998). Many attempts at resolving Quebec's issues has resulted in tensions from both sides. Because Quebec has a strong national identity, and do not define themselves as strictly Canadian, Quebec is seen as difficult, unyielding and discontented. Quebec's separation perhaps is inedible and the future of Canada questionable. Canada without Quebec will bring about many complications and whether there is a rest of Canada (ROC) after Quebec a major challenge. Western alienation and the lack of representation in federal affairs will be a factor; moreover, past actions and historical events may have turned Canada into a time bomb, and the deterioration of the provinces the only sulotion. How First Ministers react to Quebec's sovereignty regarding economic factors, political structure, and constitutional issues will be of great importance. Whether emotional issues will play a major r ole in decision making is subjective; however, it is fair to say that it will be an emotionally charged event and it could either tear apart the ROC or fuse it together. Placing emphasis on investigating what keeps Canada together is perhaps the key to Canada's future, and salvaging a relationship with Quebec. To decide what to do after Quebec separates, First Ministers and the ROC, must first look at why it happened. Perhaps Quebec's profound nationalism and unique national identity conflicted with citizens in the ROC; in order to gain understanding of their decision the ROC must look at Quebec's past. Quebec was not always treated fairly nor where they given many rights in regards t... ... A successful strategy in the accommodation of national minorities within a liberal democracy could be founded upon mutual trust, recognition and sound financial arrangements. However, a certain degree of tension between central and regional institutions may remain as a constant threat in this complex relationship since they entertain opposing aims. The federal governments determination to protect its territorial integrity, and its will to foster a single national identity among its citizens clashes with Quebec’s wish to be recognized as a separate nation and decide upon its political destiny and to foster its distinct identity (Guibernau pg.72). Moreover, if the ROC and the federal government can come to an agreement on terms that satisfy the majority and an identity that encompasses the heart of a country; Canada will continue to exist with or without Quebec.

Partnership Law

The Law of Partnerships:Scott Osborne The applicable law: Partnership Act 1892 (NSW) The relevant law is contained in the Partnership Act (PA) of each of the jurisdictions. All are based on the PA (1890) UK Act. The contractual nature of Partnerships Partnerships are essentially contractual. Defining a Partnership [s. 1 PA 1892 NSW] The PA defines a partnership as â€Å"the relation which exists between persons carrying on a business in common with a view of profit† Partnerships are unincorporated bodies without any separate legal identity of their own.As Justice Barton put it in Cribb v Korn (1911), â€Å"to be partners, they must have agreed to carry on some business†¦. in common with a view to making profits and afterwards of dividing them, or of applying them to some agreed object†. SO†¦.. whether a particular relationship is, in law, deemed a partnership will depend on the parties showing that it exhibits all THREE ELEMENTS that the PA 1892 require. They MUST show that they are; 1 CARRYING ON A BUSINESS; 2 IN COMMON; 3WITH A VIEW TO PROFIT. Defining â€Å"business† [s. PA 1892 NSW] In Hope v Bathhurst City Council (1980) Justice Mason defined the term business as â€Å"activities undertaken as a commercial enterprise in the nature of a going concern for the purpose of profit on a continuous and repetitive basis†. Difficulties can arise at common law whether a particular activity constitutes â€Å"carrying on a business†. It seems to be a question of fact and degree, for example, Evans v FCT (1989) where Evans won $800k from gambling. FCT said he was â€Å"carrying on a business† for claiming tax from him.Held: Evans had not been â€Å"carrying on a business† of punting as his activities lacked system and organization. Justice Hill made the point that â€Å"all indicia to be considered as a whole†. Defining â€Å"carrying on† Seems to mean that there must be a degree of continuity eith er in fact or intention. Normally an isolated transaction will not be â€Å"carrying on a business† as in Smith v Anderson (1880) where LJ Brett said: â€Å"carrying on implies a repitition of acts and excludes doing one act which is never repeated†.The NSW Supreme Court used similar reasoning in Hitchins v Hitchins (1999) where Justice Bryson said: â€Å"it was characterized as an investment rather than a trade and flow of transactions which could be thought of carrying on a business. BUT– a P CAN be entered into for a single venture if that is what the parties intend as in Minter v Minter (2000) where court said: â€Å"Today, a single purpose joint venture does not escape being a partnership IF otherwise it satisfies the criteria for a partnership in the sense of a commercial enterprise with the object of gain or profit†.SO†¦.. while continuity/repetition of operations may be a strong indication of â€Å"carrying on a business† it is probab ly no longer a â€Å"critical† consideration: Chan v Zacharia (1984), Justice Deane. Contemplated Partnerships A mere agreement to carry on a business as partners at some, (even specified), time in the future does not make the participants partners UNTIL THAT TIME ARRIVES. If one of the intending partners starts the business early without the consent of the others this will still NOT constitute a partnership.Engaging in merely preparatory activities will not constitute â€Å"carrying on a business† : Pioneer Concrete Services v Galli (1985) BUT Everything will depend on whether the activities are really merely preparatory: Khan v Miah (2000) – Lord Millett said, â€Å"they did not merely agree to take over and run a restaurant they agreed to find suitable premises, fit them out as a restaurant and run it once they had set it up. It was what they had jointly agreed to do. Definition of â€Å"in common† There must be some joint participation in a common bu siness: Checker Taxicab Ltd v Stone (1930)A driver rented a taxi from the owner and paid him a % of the fares as commission was held NOT to be carrying on a business in common as no joint participation, no shared rights or duties and each person in reality carried on his own separate and distinct business. The â€Å"in common† requirement does NOT mean that all the alleged partners must take an active part in the business. The test seems to be: â€Å"Does the person who carries on the business do so as agent for the persons alleged to be partners? † – Lang v James Morrison & Co Ltd (1911) Definition of â€Å"with a view of profit†Minter v Minter (2000) made clear that â€Å"a view to ultimate profit is essential in a partnership† BUT noted that it has not been essential that there be a profit-making motive in the short term. This means that even though the partners are carrying on their business in the expectation that there could be losses INITIAL LY – the business will still be carried on â€Å"with a view of profit† IF the parties INTEND that it will ULTIMATELY earn profits. SO†¦.. even where an enterprise does operate at a loss, the parties INITIAL INTENTION will invariably have been to run it at a profit (even if the intention was hopelessly optimistic! N. B. Stekel v Ellice (1973) – parties’ stated intention may be overruled. How the contract of Partnership arises 1. formally by deed; 2. more informally but still in writing; 3. by word of mouth agreement; 4. partly written and partly oral; 5. can be implied from the conduct of the parties; Because partnerships are essentially business contracts the law relating to their formation etc is THE LAW OF CONTRACT. There is NO requirement that a WRITTEN AGREEMENT to evidence parties intention to operate as partners†¦ BUT a formal Partnership Agreement has FOUR clear advantages such as: 1. ritten agreement will set out unequivocally who are p artners; 2. it will clearly detail each partners duties, rights and responsibilities; 3. if a dispute arises the written agreement can be referred to or should prescribe some pre-agreed solution or means or arriving at the solution; 4. the written agreement will allow the parties to make express and undeniable provision for things that are not covered by the Partnership Act or which although provided for in the Act canbe altered by some express agreement to the contrary if the parties choose to do so. Relationship of Partners to Each otherThe relationship is both CONTRACTUAL and FIDUCIARY. 1. partners are not normally permitted to act except for the common good; 2. their relationship is governed mainly by parties’ own agreement rather than Statute. The parties’ fiduciary obligations are subject to their obligations under the Partnership Agreement – Justice Mason in Hospital Products Ltd v United States Surgical Corp (1984) when he said â€Å"the fiduciary relat ionship cannot be superimposed upon the contract in such a way as to alter the operation which the contract was intended to have† Duty to act for the common goodMust not carry on another business in competition with the partnership: Lawfund Australia Pty Ltd v Lawfund Leasing Pty Ltd (2008) BUT If they obtain their fellow partners’ fully informed consent they may retain the benefit for themselves: Farah Constructions Pty Ltd v Say-Dee Ltd (2007) Duration of the â€Å"Duty† Fiduciary duties, in some circumstances, can arise before the partnership formally commences AND they will continue even after dissolution UNTIL the final accounts have been taken. Therefore – the obligation not to pursue personal gain can both pre-date and, to a limited extent, survive the partnership itself as in :United Dominions Corporation Ltd v Brian Pty Ltd (1985) UD and B were partners in a shopping centre development project with a third party SPL. UD was a major financier of th e project and SPL had granted it a mortgage over the land. The mortgage apparently secured not only the borrowings for the shopping centre but also borrowings for other projects in which Brian had no interest whatsoever. The mortgage was granted before the shopping centre partnership had formally come into being but well after negotiations for it had commenced (and at a point when it was clear that B would participate).Notwithstanding this, neither UD or SPL told B of the mortgage’s â€Å"collateralisation† clause. When the shopping centre had been completed and sold UD tried to retain all the proceeds of sale (including all the profit) to reduce SPL’s indebtedness to it for the other loans. B objected. HELD: A fiduciary duty exists between prospective partners. As a fiduciary, UD had a positive duty not to seek a private advantage without B prior knowledge and consent. The same reasoning was applied to: Battye v Shammall (2005) Both parties entered into an agre ement to train and race three horses in partnership.The plaintiff agreed to pay the defendant $25,000 for a half-share in the horses, not knowing that he had bought them for a total of $30,000. He therefore made a secret profit of $10,000. This profit had arisen as a direct result of the defendant’s breach of fiduciary duty and he was therefore liable to account for it to the plaintiffs. In terms of surviving the partnership (until final settlement of the accounts) see: Chan v Zacharia (1984) The parties were partners in a medical practice. They dissolved it in 1981.The premises was leased and the option to renew the lease had to be exercised by the doctors jointly. After dissolution, but before final settlement of accounts, Dr Chan not only refused to join Dr Zacharia inexercising the option, he actively sought and gained a new lease of the premises in his own name alone. Because consulting rooms were difficult to obtain in the area and because the renewal was therefore a ve ry valuable asset Dr Zacharia sued for a declaration that Dr Chan held his interest under the new lease as constructive trustee for all members of the former partnership.HELD: Because their fiduciary obligations continued after dissolution, at least as far as was necessary to wind up the firm’s affairs, Dr Chan had NOT been entitled to usurp for his own private profit an asset and opportunity which had properly belonged to the partnership as a whole. He was, therefore, required to account for that private profit. In terms of once the partnership’s affairs have been completely wound up and final accounts have been taken: Metlej v Kavanagh (1981) The parties had practiced as solicitors in a partnership.They had used rental premises and, when they dissolved their partnership, they agreed to continue occupying the premises together but to operate separate practices. Kavanagh subsequently bought the premises and Metlej sued arguing that he was entitled to participate and to buy a one-half interest in the property. HELD: While Kavanagh would have been liable to account to Metlej for the opportunity during their partnership – he was NOT LIABLE after its dissolution. The same reasoning was applied to:Sew Hoy v Sew Hoy (2001) Bindingness of the Partnership Agreement [s. 5 PA 1892 NSW] + [ss. 6-9] The Partnership Agreement is only binding on the partners themselves SO the terms in it do not normally have any effect on the rights or entitlements of third parties doing business with the firm. EG: a Partnership Agreement states that any one partner can sign partnership cheques UP TO $50,000 but cheques in excess need to be counter signed by another partner – That provision would have no effect on the rights of the erson who accepted the cheque for more than $50,000 bearing only ONE signature UNLESS he had been made aware of the restriction before accepting it. TWO KEY POINTS HERE : Restrictions in Partnership Agreements have this limited effect on third parties because of the doctrines of: 1. Privity of Contract; 2. Ostensible (apparent) Authority Under the doctrine of Privity of Contract the terms of the Partnership Agreement (the contract) are only binding on and CAN ONLY BE ENFORCED by the actual parties to that contract i. e. the partners.Under the doctrine of Ostensible (apparent) Authority third parties are entitled to assume that those who occupy positions that normally carry certain authority will have that authority UNLESS there has been some express notification to the contrary. Each partner is the de jure agent of his fellow partners for the purpose of doing those things that are usual for carrying on the business of the partnership in the normal way – therefore each partner has ostensible authority to do everything that might be regarded as part of the everyday normal functioning of the business.THIS CONCEPT IS NOW ENCAPSULATED IN THE PARTNERSHIP ACT (1892) NSW s. 5 BUT – knowledge of the third pa rties IS relevant : Construction Engineering (Aust) Pty Ltd v Hexyl Pty Ltd (1985) Construction Engineering contracted to build houses for Tambel on land that Tambel appeared to own. Construction Engineering was not aware that Tambel was in partnership with Hexyl Pty Ltd. However, their partnership agreement specifically said Tambel was to negotiate and sign the building contract as sole principle (not as agent for Hexyl or the partnership) and that the partnership’s legal interest in the property was not to arise until after he completion of the building. When a dispute arose about payment Construction Engineering alleged that Tambel had entered into the contract on behalf of the partnership and therefore both Tambel AND Hexyl were liable. Held: Hexly was not liable – while partners can bind one another in contract Tambel had been EXPRESSLY PROHIBITED from entering into the building contract as the firm’s agent. AND – partners’ actions must be wit hin the type of business carried on by firm: Polkinghorne v Holland (1934)Thomas Holland and his son Harold and Louis Whitington were partners in a law firm. Claimant Florence Polkinghorne was one of Thomas Holland’s long time clients but much of her business was attended to by his son Harold Holland. Harold advised Florence Polkinghorne to invest money in a Trust Investment Company that he had formed (which he knew was little more than a shell). Harold later advised her to lend ? 1000 to another of his companies called Secretariat Ltd (which again was little more than a shell).Finally, he persuaded her to become a Director of Secretariat Ltd and to guarantee an overdraft in exchange for a share of the profits. All investments failed! Mrs Polkinghorne lost the ? 5000 that she invested plus ? 5475 for which she became liable under her guarantee. Harold disappeared! Mrs Polkinghorne sued his father Thomas Holland and Louis Whitington alleging that as partners they were liable f or her losses. They argued they were not liable because giving financial advice was not part of the â€Å"ordinary course of the business of the firm†.Held: Harold’s partners were liable for the ? 5000 she had lost in the investments BUT NOT LIABLE fir the ? 5475 she had lost by guaranteeing the overdraft. They were liable for the first loss as providing advice WAS a normal part of the business of the firm. They were not liable for the losses on the guarantee as this had NOT INVOLVED HAROLD ACTING IN HIS PROFESSIONAL CAPACITY – THEREFORE NOT IN THE ORDINARY COURSE OF THE BUSINESS OF THE FIRM. BUT – partner’s actions will be looked at subjectively AND objectively when courts decide whether the other partners are liable:There are two limbs: 1. The subjective test is – what kinds of business does this firm actually carry on (and then look at any actions taken by a partner that were not actually authorized) 2. The objective test is – what kinds of business do other firms actually carry on in the same line of business (a sort of reasonable expectation point) It seems that the courts have favoured this approach as in: Mercantile Credit Co Ltd v Garrod (1962) Garrod and Parkin operated a garage in partnership. Parkin ran the business.Garrod was a sleeping partner with no interest in the firm’s day to day running. Their agreement specified that buying and selling cars was NOT to be part of the firm’s activities. In breach of their agreement and without authority from Garrod Parkin fraudulently sold a car to Mercantile Credit who discovered the fraud and sued for the return of its ? 700 purchase price. Garrod denied liability arguing that Parkin had had no actual or ostensible authority as selling cars was not â€Å"business of the kind carried out by the firm†. Held: Garrod WAS liable.Even though what Parkin had done had been without Garrod’s authority (thereby eliminating any liability under the first limb it was AN ACT WITHIN THE SCOPE OF THE FIRM’S BUSINESS. Therefore, Parkin had had the necessary OSTENSIBLE AUTHORITY and both partners were liable under the second limb. Justice Mocatta looked at the type of business that could be expected in garages generally. â€Å"Holding Out† as Partners [s. 6(1) PA 1892 NSW] Authority of those held out as partners Even non-partners can bind the firm if the firm or some of its members hold them out as partners (this is part of the Doctrine of Ostensible Authority).By representing that a particular person is a partner, the partnership is effectively saying, either to the world or to an individual that the person has all the powers of a partner and that he has authority to bind the firm. If someone then deals with that person (in the belief that they are a partner) the firm may not disassociate itself from liability just because that person was not, in fact, a partner. By representing that that person was a partner the firm becomes liable for any actions which it would have been reasonable for him to have taken as a partner: s. 6(1) PA 1892 NSW. Liability of those â€Å"held out† as Partners s. 4 (1) PA 1892 NSW Third parties deceived by a holding out can therefore sue not only the real partners but also all those who were held out, exactly as if they had been real partners, provided they had at least acquiesced in the holding out. Estoppel Those who allow themselves to be held out as partners, knowing or suspecting that this might induce third parties to alter their position in reliance on that representation, will be estopped from denying the fact of partnership if the denial is to avoid liability to those third parties as in: Waugh v Carver (1793) Liability in General Liability of â€Å"general† partnersA general partners liability is unlimited – liable to the full extent of their personal resources for partnership debts and obligations. If called upon they can ONLY seek a contribution from the other general partners. Their rights against the limited partners are restricted to the limited partners’ agreed contribution. A general partner CAN change status to become a limited partner SO LONG AS there is still at least ONE GENERAL PARTNER left. Liability of â€Å"limited† partners Only liable for the firms debts and obligations to the extent of his contribution or agreed contribution to the firm’s capital : ss. 0, 61 and 65(2) PA 1892 NSW. In NSW they can either be in cash or property valued at a stated amount. (In QLD those contributions must be in cash). THIS LIMITED LIABILITY ONLY RELATES TO LIABILITIES THE PARTNERSHIP OWES THIRD PARTIES. THE LIABILITY TO THE OTHER PARTNERS IS GOVERNED BY THE PARTNERSHIP AGREEMENT AND THE RELEVANT PARTNERSHIP ACTS. Losing Limited Liability Can and will be lost – 1. if there are defects in the Partnership Agreement; 2. if the limited partners participate in management; 3. if a limited partn er’s contribution to capital is withdrawn; 4. if the partnership ceases to be a limited partnership . if there is a failure to describe the partnership as a â€Å"Limited Partnership† in business documents; Key point about limited partnerships: They must be registered : s. 50 PA 1892 NSW Terminating a Partnership Can be dissolved in any number of ways. They may terminate their relationship: 1. by agreement; 2. or if they have provided for it in their original Partnership Agreement – one partner may simply give notice of termination; 3. court intervention (in the event of relationship breakdown. Remember†¦. because partnerships are contractual relationships any change in the composition of the partnership (i. e. ny change in the â€Å"parties†) will technically terminate it: Rushton (Qld) Pty Ltd v Rushton (NSW) Pty Ltd (2003). If some or all of the remaining partners want to continue after a change they can – provided there is both an appropri ate agreement and some arrangement to pay out those partners who are leaving. N. B. any continuation will involve a new partnership; the old partnership will have terminated when the change took place. Therefore – at its lowest level termination will occur whenever there is any voluntary (or involuntary) change in the composition of the partnership whether or not the busiess continues after the change.Such changes include changes initiated by: 1. the death of a partner; 2. the expulsion of a partner; 3. the retirement of a partner; or 4. the introduction of a new partner Dissolution and Winding Up At its severest level termination can involve a formal dissolution of the partnership followed by a winding up of the partnership’s affairs. Winding up means that the partnership’s assets are sold, its debts are paid and any residue that remains is then split among the (now former) partners in accordance with either the terms of their Partnership Agreement or the provi sions in the Partnership Act: s. 4 PA 1892 NSW. Difference between â€Å"Dissolution† and â€Å"Winding Up† Critical difference between dissolution and subsequent winding up is described in: Rushton (Qld) Pty Ltd v Rushton (NSW) Pty Ltd (2003) . Death of a Partner s. 33(1) PA 1892 NSW The PA 1892 NSW provides that: â€Å"subject to any agreement between the partners, every partnership is dissolved as regards all the partners by the death of any partner† SO†¦. in the absence of a contrary agreement, the death of any partner must automatically bring the partnership to an end.The firm’s business may then be formally wound up, its assets and undertaking may be sold, its debts will be paid and any balance will be distributed between the deceased’s estate and the surviving partners in accordance with either the terms of the partnership agreement or, if there are no specific terms, the provisions of the Act. Why automatic dissolution? It is designed to protect the deceased’s interest in the partnership. N. B. The Partnership Agreement can stipulate by agreement that the death of a partner is not to result in automatic dissolution.Expulsion of a Partner s. 25 PA 1892 NSW s. 25 PA 1892 NSW provides that: â€Å"no majority of the partners can expel any partner unless a power to do so has been conferred by express agreement between the partners† The â€Å"express agreement† referred to, while it need not be in writing, should be part of the original Partnership Agreement. Partners have no inherent right to expel co-partners. It is not enough that all the partners get together and agree agree to put a power of expulsion into their agreement just to get rid of the disfavoured partner.The â€Å"normal† way of resolving irreconcilable differences is to dissolve and wind up the partnership. There are a number of â€Å"fiduciary safeguards† which include: 1. the expulsion must be exercised in good faith and it must not be improperly motivated; 2. any power to expel a partner will be strictly construed; but 3. unless the Partnership Agreement expressly or impliedly provides for it, a partner being expelled need not generally be told the reason for the proposed expulsion nor given an opportunity to speak in his defence. How the good faith requirement operates is well illustrated in:Blisset v Daniel (1853) – â€Å"where a power of expulsion exists it must be used for the benefit of the partnership as a whole and not for the benefit of particular partners†. Retirement of a Partner s. 26 PA 1892 NSW The effect of one partner retiring (as with death or explulsion) is to dissolve the partnership in its then form. This is the case even so the business of the firm may continue :Hadlee v Commissioner of Inland Revernue (1989). The practical effect raises some sort of indebtedness between all or some of the continuing partners (those who are buying out the retiring partner).The retiring partner loses all rights to have any continuing say in how the business is run. If the firm is going to continue as a new firm after the partner has retired they may well incur an obligation to indemnify the retiring partner against any action by the firm’s creditors after the effective date of his retirement. This will be important to the retiring partner because under the PA NSW he remains liable for all debts and obligations of the partnership before the effective date of retirement unless the remaining partners and the firm’s creditors agree otherwise : s. 7(3) PA 1892 NSW. The Introduction of a New Partner s. 24 (1)(7) PA 1892 NSW s. 24 (1)(7) PA 1892 NSW provides that: â€Å"no person may be introduced as a partner without the consent of all existing partners† This provision follows naturally from the fact that partners have an unlimited liability for partnership debts and obligations and therefore there is a mutual trust, confidence, understandi ng and goodwill presumed to exist. Incorporated Limited Partnerships s. 49 PA 1892 NSW defines them as â€Å"an incorporated limited partnership formed in accordance with the Act† – NOT VERY HELPFUL!Better defined as, â€Å" an association of persons carrying on business as partners where the liability of at least one of them is limited and the funds and business are managed by one or more general partners for the benefit of all the partners collectively† – s. 995-1(1) Income Tax Assessment Act 1997 (Cth). SO†¦these partnerships have a corporate identity, a separate legal personality and perpetual succession. ONLY the limited partners are protected though – unlike all limited liability companies! Therefore the general partners remain liable without limit!Why have an Incorporated Limited Partnership? (ILP) ILP’s were the direct result of the Commonwealth Government’s Venture Capital Act 2002 (Cth) to facilitate non-resident invest ment in Australia. The Act provides concessional tax relief!! This is restricted to those involved in venture capital investments AND REGISTERED under the Act. Limited Liability Issues Normal (unincorporated) limited liability partnerships do not provide VC with the certainty of limited liability as they are NOT incorporated and have no independent legal status. Formation of an ILPThey MUST be REGISTERED – in NSW the Registrar of Business Names. How to Register [s. 54 PA 1892 NSW] Must lodge an application with above signed by existing or proposed partners detailing: 1. that the partnership is to be registered as an ILP; 2. the firms name, address and principle office; 3. full name and address of each partner; 4. status of each partner i. e. â€Å"general† partner or â€Å"limited† partner; 5. for registered VCLP either evidence of registration or a statement outlining the intent; 6. anything else prescribed as required, under regulation or otherwiseOnce REGISTE RED an ILP is in most cases will be subject to the rules of the Corporations Act 2001 (Cth) regarding matters such as directors’ duties and the prohibition of disqualified persons taking part in management. Assumptions those dealing with an ILP are entitled to make: The PA 1892 NSW provides a number of assumptions that those who deal with an ILP are entitled to make (UNLESS they know or suspect that the assumption is incorrect! ) These assumptions are: 1. the Partnership Agreement has been complied with; 2. anyone on Register as a â€Å"general† partner has authority to perform duties; 3. nyone held out as a â€Å"general† partner in, or as agent of, an ILP is a â€Å"general†partner and has such powers/authority; 4. the â€Å"general† partners, and agents of, an ILP properly perform their duties to the ILP; 5. that a document executed by an ILP has been duly executed; 6. that a â€Å"general† partner in an ILP who has authority to issue a d ocument on its behalf has authority to warrant that the document is genuine or a true copy. How are ILP’s Regulated? Not governed by the general partnership rules! Most important perhaps is when it comes to joint/several liability.Partnership Act NSW provides that general law of partnership does NOT apply to ILP’s OR to the relationship between the ILP and its partners: s. 1(C) PA 1892 NSW. Partnerships & Companies – Generally The reason for the distinction between P and C is quite simple. A P is an ASSOCIATION of persons ACTUALLY â€Å"carrying on a business†. Together the partners decide what business will be carried on, they are usually entitled to get involved in the day-to-day operations and they are personally liable for the partnership’s debts and obligations. With C this is not the case.C are INDEPENDENT LEGAL ENTITIES WITH A PERPETUAL EXISTENCE. They obtain their funds from shareholders who are generally, both in fact and in law, passive i nvestors. The difference between P and C can be very important even in small closely held companies where the directors are also the company’s sole shareholders and operate like a P – the legal position is that they are not a P and therefore have NO right to be treated as such by the law. This can have very unfortunate circumstancesas in: Friend v Brooker (2009) The parties incorporated a company and they were equal shareholders.Brooker borrowed funds personally to help the business. The C later went into liquidation and there was not enough money to repay the loan. Brooker claimed that the C had merely been a corporate vehicle for a P between the two men and therefore P law should apply. Held : Brookers action failed. Court said he and Friend had taken a deliberate commercial decision to adopt a corporate structure for their business instead of operating as a partnership therefore no fiduciary duty owed. Advantages of Partnerships Simple and cheap to set up Can be sim ple and cheap to dismantle ConfidentialityParticipation in management and decision-making Flexibility Partners owe a fiduciary duty to one another Can be used to reward and retained skilled/valued staff Disadvantages of Partnerships Have no separate legal existence Continuity problems Limited numbers Capital may be more difficult to raise Unlimited liability Statutory Agency Partnership interests are not freely transferable Some Partnership decisions require unanimity Partnership In Tort [PA 1892 NSW ss. 10-13] The basic provision concerning the way in which tortious (and criminal) wrongs committed by a partner are to be treated reads as follows: where by any wrongful act or omission of any partner†¦. acting in the ordinary course of the business of the firm, or with the authority of the partner’s co-partners, loss or injury is caused to any person not being a partner of the firm, or any penalty is incurred, the firm is liable therefore to the same extent as the partner so acting or omitting to act†. Therefore, all partners will be collectively liable but that is not all. The PA 1892 NSW makes clear that partners’ liability is both joint and several s. 12 PA 1892 NSW – therefore the injured party can sue the whole firm OR partners that he chooses.If he sues only some of the partners – THEY WILL BE PERSONALLY LIABLE (they will also be entitled to seek a contribution from the other partners). If recovery in full cannot be obtained from the sued partners by the injured party they may later sue partners who were not sued for the shortfall!! Breaches of Contract – the partners are simply â€Å"jointly† liable for the firm’s debts and obligations so the injured party generally only gets one opportunity to sue collectively : Kendall v Hamilton (1879) – partners are â€Å"jointly† liable for partnership debts.To succeed the injured party must prove FIVE things: 1 . there was a wrongful act or om ission; 2. it was committed by a partner; 3. partner was acting in ordinary course of firms’ business or with actual or implied or apparent authority of his co-partners; National Commercial Banking Corp of Australia Ltd v Batty (1986) 4. injured party suffered loss or injury; 5. loss or injury resulted from the wrongful act or omission. Also see: Polkinghore v Holland (1934) – SEE ABOVE FOR FACTS AND DECISION

Bendix Case Study

The Bended Corporation is a parts supplier for five separate business units: automotive, the Frame Corporation (filters), aerospace, industrial and energy, and international. In 1951, the Bended Corporation is credited with the invention of electronic fuel injection (EFFIE) and was in sole possession of the accompanying patent until 1978. The company had not utilized this innovation to its fullest potential due to the lack of interest in automotive manufacturers in the United States.In 1976, Douglas Crane, president of Bended Corporation's automotive division, was mulling ever the idea of embarking on the construction of a $10 million injector manufacturing plant, the main component involved EFFIE. Major Problems and Issues There are many problems facing Bender's customers in 1976, the first and most predominant being government regulations. The government has been tightening and tightening the control over pollution levels in automotive emissions as well as minimum gas mileage requi rements for each manufacturers' fleets.The major car manufacturers were unable to meet these requirements with their current fuel delivery system technology. These demands put added pressure on Bended to revived a solution in order to provide future success and to create a competitive advantage. Another major problem facing Bended was competition from a Busch, a company that Bended earlier had made an agreement with to use Bender's EFFIE technology to manufacture for the European market. Busch was planning on creating a manufacturing plant in the United States, threatening to take away some of the market share away from Bended.Another issue facing the implementation of EFFIE into the American automotive market is the phenomena that affect innovation in a large corporation. The phenomenon is that with larger economies of scale, the less the many is willing implementing a radically different solution to an old and well- known problem. The company is more willing to improve processes w ith their innovations, and then to create a whole new product line. The implementations of product innovations are more common in startups than in well-established firms such as Bended.This phenomenon can explain why EFFIE was put on the back burner and never utilized fully. [1] Possible Solutions There are three possible scenarios for the Bended Corporation when it comes to the new injector manufacturing plant. The first is Bended could build a new state of the art facility. The contract between Busch and Bended allowed them full disclosure, and each company shared their technologies and processes. Bended had a man spend several months studying the methods Busch was using in their production of injectors.The lessons that were learned during this time can be used to make a plant using new technology Second, Bended could restructure an existing facility to produce injectors. This remodel would take less time and cost less than building a brand new facility. Bended tried this strategy when they started producing their own electronic control units (CEO) by adding production to their radio manufacturing facility. This initial failure was remedied when Crane took control over the SEC production and got the right team together in order to meet a contract with Cadillac.Lastly, Bended could cancel the new facility and supply the injectors from an outside firm. This strategy that Bended used early in its EFFIE production. Although it does not contain the capital costs of tooling and/or building a facility. This solution has the issue that the current suppliers cannot meet the numbers Bended is looking to supply when/if EFFIE becomes the standard. Recommended Actions The issues that are facing the automotive industry are a factor that will change the environment for these companies causing them to have to make fundamental changes in fuel delivery systems.These changes will become an opportunity for Bended to pursue EFFIE as the solution for the future regulations and pe rformance standards expected by the American customers. For Bended to become a leader in EFFIE, they will need to have a competitive, and they will not be able to when they are supplying injectors from their competitors. Bended will have to become more vertically integrated by producing their own injectors and using the knowledge they have from their time observing Busch, they can produce them more efficiently and tit less waste. The action I would recommend for Crane to pursue is creating their own brand new injector facility.The facility will be able supply the future needs for EFFIE due to regulations. Bended will be able to compete and beat Busch in the market due to superior processes. To get past the phenomena such as stated earlier their needs to be a strong leader championing this endeavor and Crane has already proven himself with the SEC project. [2] Conclusion In conclusion, there are a plethora of factors outside of the control of the market such as government regulation and management phenomena inside a large corporation. A company can come up with a solution that may not useful at the time such as in this case.There was no need at the time for EFFIE at its invention because of the less stringent pollution and mileage standards but as time progresses EFFIE became a more and more plausible solution. Whatever choice Bended made, EFFIE is now standard on all cars and carburetors are a thing of the past. Bibliography [1] Abernathy, W. , & Turtleback, J. (2014). Pattern of Industrial Innovation. Innovation Management (1-9). Romania, NY: Lines Learning. [2] Schumacher, T. (2014, May 22). Gunfire at Sea. Youth. Retrieved June 16, 2014, from HTTPS://www. Youth. Com/