...the agreement. Later Vivian realizes that she is not going to be able to get the money together by the deadline. She call’s Bernie to tell him that she is pulling out the deal. Bernie says he is going to keep the deposit. Vivian sues for her deposit claiming there was no mutuality of consideration for the agreement and the contract was therefore void. ISSUE Under Virginia law is their mutuality of consideration when the seller could back out of the agreement by giving the purchaser her deposit back. Rule |Sayres v. Wheatland Group |L.L.C. | OVERVIEW: Defendants sought to apply equitable principles in seeking specific performance of the contract. The disposition of the instant motion for partial summary judgment and demurrer was controlled, at this stage of the proceedings, by defendants' assertion that they were entitled to equitable relief in that they had fully performed and called for settlement. The court found that although the doctrine of mutuality of...
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... CHAPTER-1&2 CHAPTER-1&2 12.What are the effects of the memorandum and the article after they are registered THE LEGAL EFFECTS OF THE MEMORANDUM The Contractual Powers of a Company A Company or a Corporation is an artificial person created by law. It is a legal person capable of suing and of being sued. But the contractual powers of a company are limited in two ways : (i) natural possibility and (ii) legal possibility. (i) Natural Possibility The fact that a company is an artificial person leads to the result that a company must always enter into contract through agents, (ii) Legal Possibility A joint stock company cannot enter into any contract the object of which goes beyond the memorandum of association of the company. A statutory corporation cannot enter into any contract which is beyond the scope of its powers as laid down in the statute by which it was created Forms of Contracts and Deeds of a Company The Doctrine of Ultra Vires The Memorandum of Association determines the constitution and the powers of ‘the Company. It was observed by Lord Selbourne that the memorandum is the Company’s “fundamental and unalterable law”. ‘A Company is incorporated only for the objects and purposes expressed in the memorandum. Any act purported to be done by the Company which is beyond the scope of the functions of the Company as laid down in the memorandum is ultra vires i.e., beyond the powers of the Company, and of no effect. In Ashbury Railway...
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...TerriResse Jones 208 Southwind Dr. #14, Athens, AL 35611 #22026522, Legal Writing 1, #008033 Law Offices of Eliza Smith & Associates 5678 Barrister Row Clark, Pennsylvania 18112 (771) 333-4444 Fax (771) 333-4445 April 21, 2014 Jane P. Smith 123 Rock Road Clark, PA 18118 Re: File No. Smith-3-04 Dear Ms. Smith, This letter is to inform you, that your tax appeal hearing has been scheduled for March 6, 2005, at 10:30 a.m. The hearing will be held at the County Office building located at 211 Race Road. The court room is located on the 5th floor. Ms. Smith, would like for you to meet her in the lobby ten minutes before the hearing begins. She asked, that you bring the pictures of all the comparable houses in your area, as discussed per your earlier meeting with her. If you have any questions, or need any assistance, please contact me at (217) 695-3568. Very truly yours, TerriResse Jones Cc: Eliza Smith THIS DEED Made the 21st day of April, in the year Twenty Thousand Fifteen (2015) Between, JANE P. SMITH, of the Township of Dalton, Lackawanna County, Pennsylvania, hereinafter referred to as the Grantor A N D ADAM JONES and SALLY JONES, husband and wife, of the Township of Dalton, Lackawanna County, Pennsylvania, hereinafter referred to as the Grantee. WITNESSETH, that in consideration of the sum of One Hundred and Fifty Thousand ($150,000.00) Dollars, in hand paid,...
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... |) | | | |) |Memorandum of Points and Authorities in opposition to motion to | | |) |vacate order for hearing set for September 17th, 2008 | | |) |Assigned to the Honorable | | |) |Howard D. Hinson, Jr. | | |) | | | |) | | | | | | The Plaintiff, makes the following objection to the opposing counsel’s motion to Vacate Hearing Set for September, 17th 2008. The hearing that is scheduled is a prerequisite to the imposition of the sanction of rendering of default for the...
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...MANUAL FOR LAWYERS AND PARTIES Rules 22 and 24 Revised Rules of Civil Procedure (Pursuant to A.M. 14-03-02-SC, March 8, 2014) RULE 22: PRELIMINARY CONFERENCE I. BEFORE THE PRELIMINARY CONFERENCE A. Pleadings, motions and modes of discovery 1. Ensure that you have filed all the necessary pleadings in support of your cause of action. 2. Avail of the various modes of discovery under Rules 27 to 31 of the Revised Rules of Civil Procedure [Section 22.3]. 3. When discovery procedures are availed of, submit material portions of the discovery proceedings, previously undisclosed documents or facts, and judicial affidavits pertaining to the fruits of the discovery within sixty (60) days from the start of the discovery process [Section 22.3]. B. Judicial Dispute Resolution (“JDR”) 4. Exert efforts to settle the dispute amicably [Section 22.1(a)]. 5. If there is failure of JDR, discuss with the other party or counsel whether you intend the JDR judge to retain the case and preside over further proceedings [Section 22.2]. 6. File a joint written motion or manifestation requesting the court to retain the case, if mutually agreed upon by the parties [Section 22.2]. C. Judicial Affidavits 7. Request for the issuance of a subpoena ad testificandum or duces tecum if your intended witness, who is neither the witness of the adverse party nor a hostile witness, unjustifiably declines to execute...
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...potential for ultimate financial ruin”2. A director must make commercial decisions. These decisions often involve some form of commercial risk and are sometimes made on the basis of limited information. It would be unjust to hold directors personally liable for a breach of duty, regardless of the situation. Section 1318 of the Corporations Act 2001 (Cth) (Corporations Act) provides some protection for company officers3 against the consequences of a breach of duty in limited circumstances4. The section confers a discretionary power on courts, which reads: If, in any civil proceeding against a person to whom this section applies for negligence, default, breach of trust or breach of duty in a capacity as such a person, it appears to the court before which the proceedings are taken that the person is or may be liable in respect of the negligence, default or breach 2 John Story, Chairman of Suncorp and Tabway quoted in the article “Directors urge overhaul of corporate law” published in The Australian Financial Review on 10 May 2008 Section 1318 applies to an officer or employee of a corporation, an auditor of a corporation, an expert and a receiver, a receiver and manager or a liquidator. The focus of this paper is on company directors. I have used the term “director” instead of “person” or “company officer”....
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...State of Confusion BUS 415 Tanya Trucker, owner of a trucking company in the state of Denial, plans to file suit against the State of Confusion to challenge the State’s new statute requiring all trucks and towing trailers that use their highways to use a B-type truck hitch produced only in Confusion. Although Tanya’s business is located in Denial, she must use Confusion’s highways to conduct business. Tanya must incur additional business costs to comply with Confusion’s statute so her trucks can continue driving through the state. Because the federal government has not made any attempt to regulate the truck hitches used on the nation’s highways, Tanya feels that the statute is a violation of the federal commerce clause, and hopes to have the statute overturned. What Court has Jurisdiction? The specific components of a case aid in determining the jurisdiction over a suit. For Tanya Trucker’s case, she may file in either a state or federal court as they both have jurisdiction. However, it would be pointless for Tanya to file suit in the State of Confusion where the trailer hitches are produced, sold, and required for transport. This could cause court bias, as Tanya’s company is located in another state. Diversity of citizenship jurisdiction allows a state case to be brought to a federal court if the lawsuit involves citizens from different states and involves a nonfederal question. The federal court must apply the appropriate state’s law in deciding the case, and the...
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...COMPANY LAW CHAPTER I Introduction 1.1. Background of Company Law The 'Company Law' in Bangladesh is provided and governed by The Companies Act 1994. Before independence of Pakistan, the Indian Companies Act 1913 was the main instrument in this sub continent regarding company business, which passed through major amendments, once in 1936 and then in 1938. Since independence of Pakistan in 1947 changes have been introduced into the Act from time to time not major in nature. After independence, Bangladesh took the Companies Act 1913 as the governing document of company business. Later on in 1994 the Government of Bangladesh enacted a new Act i.e., The Companies Act 1994 and this Act produced extensive changes in the Structure of Company Law, which was existed in that time. At present in Bangladesh, The Companies Act 1994 is the parent instrument of Company Law. 1.2. Objects and Purposes of Company Legislation The Company is a form of business institution in which the funds of a large number of investors are managed by a few persons for the purpose of earning profits, which are shared by all the investors. Following are the main objects and purposes of statutes relating to companies. 1) Encourage investments in companies by providing certain facilities, i.e., limitation of liability, transferability of shares etc. 2) Ensure due and proper administration of the funds and assets of companies in the interest of the investing persons. 3)...
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...provincial objects Ordinance to override memorandum, articles, etc. 7. 8. 9. 10. PART II-JURISDICTION OF COURTS Jurisdiction of the Courts Constitution of Company Benches Procedure of the Court Appeals against Court orders 1. 2. 3. 4. 5. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 1 1 2 9 9 10 10 11 11 11 12 PART III-SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN Deleted Powers and functions of the Commission 13 Reference by the Federal Government or Commission to the Court 13 PART IV-INCORPORATION OF COMPANIES AND MATTERS INCIDENTAL THERETO Obligation to register certain associations, partnerships, etc. as companies. MEMORANDUM OF ASSOCIATION Mode of forming a company Memorandum of company limited by shares Memorandum of company limited by guarantee Memorandum of unlimited company Printing, signature, etc., of memorandum Restriction on alteration of memorandum Alteration of memorandum 18 Powers of Commission when confirming alteration 14 14 15 16 17 17 18 19 Companies Ordinance, 1984 ii 23. 24. 25. Exercise of discretion by Commission Procedure on confirmation of the alteration Effect of failure to register within ninety days 20 20 20 26. 27. 28. ARTICLES OF ASSOCIATION Registration of articles Printing, signature, etc. of articles Alteration of articles 21 21 22 29. FORMS OF MEMORANDUM AND ARTICLES Forms of memorandum and articles 22 GENERAL...
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...of the central government is required if such permissible maximum is twelve or less than twelve, and the increase in the number of its directors does not exceed twelve. Appointment of Directors : Director may be appointed in the following ways: 1. By the articles as regards first directors. 2. By the company in general meeting. 3. By the directors, 4. By third parties 5. By the principle of proportional representation 6. By the central government 1. First directors : The first directors are usually named in the articles. The articles may also provide that both the number and the names of the first directors shall be determined in writing by the subscribers to the memorandum or a majority of them. Where the articles are silent regarding the appointment of directors, the subscribers of the memorandum who are individuals shall be deemed to be the first directors of the company. They shall hold office until the directors are appointed at the first annual general meeting. 2. Appointment by company : Appointment of subsequent directors is made at every annual general meeting of the company. Section 255 provides that not less than...
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...FIDUCIARY DUTIES AND OTHER RESPONSIBILITIES OF CORPORATE DIRECTORS AND OFFICERS Morrison & Foerster LLP Christopher M. Forrester Celeste S. Ferber RR DONNELLEY EZ START XBRL We Tag. You Validate. We File. With the release of the proposed rule, the SEC will require the use of XBRL for financial reporting starting as early as 2009 for some companies. RR Donnelley is uniquely qualified to give you guidance on how your company can prepare for the SEC mandate. As the market leader in XBRL filings, we have been helping leading companies successfully tag and file XBRL financials since the inception of the SEC Voluntary Filing Program. RR Donnelley’s proven EZ Start XBRL full-service solution is designed to save you crucial time. With EZ Start, we do the initial tagging for you, reducing the time spent mapping and validating XBRL tags to under ten hours. Our goal is to transfer knowledge to your financial team to ensure a firm understanding of the taxonomies, mapping process and SEC requirements. To learn more, visit www.tryxbrl.com. FIDUCIARY DUTIES AND OTHER RESPONSIBILITIES OF CORPORATE DIRECTORS AND OFFICERS MORRISON & FOERSTER LLP Christopher M. Forrester Celeste S. Ferber RR Donnelley Global Capital Markets Copyright© 2008 Morrison & Foerster LLP (No claim to original U.S. Government works) All rights reserved. No part of this publication may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, electronic...
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...Texas State Supplement to Accompany Civil Litigation 7E Peggy N. Kerley Joanne Banker Hames, J.D. Paul A. Sukys, J.D., Ph.D. Prepared by Peggy N. Kerley Updated in 2013 by Jennifer Carpenter Australia • Brazil • Mexico • Singapore • United Kingdom • United States i © 2015 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. ii PART I Introduction to Civil Litigation Contents Introduction ............................................................................................................................................iv PART I INTRODUCTION TO CIVIL LITIGATION CHAPTER 1 CHAPTER 2 Litigation and the Paralegal..................................................................................................................1 The Courts and Jurisdiction .................................................................................................................2 PART II INITIATING LITIGATION CHAPTER 3 CHAPTER 4 CHAPTER 5 CHAPTER 6 CHAPTER 7 Preliminary Considerations and Procedures.......................................................................................9 Investigation and Evidence .................................................................................................................10 The Complaint...............................................................................................................................
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...Pakistan.] the first day of January 1909. 2. In this Act, unless there is anything repugnant in the subject or context,(1) "Code" includes rules: (2) "decree" means the formal expression of an adjudication which, so far as regards the court expressing it, conclusively determines the rights of the parties which regard to all or any of the matters in controversy in the suit and may be either preliminary or final. It shall be deemed to include the rejection of a plaint 2[the determination of any question within section 144 and an order under rule 60, 98, 99, 101, or 103 of Order XXI] but shall not include; (a) any adjudication form which an appeal lies as an appeal from an order, or (b) any order of dismissal for default. Explanation. - A decree is preliminary when further proceedings have to be taken before the suit can be completely dispose of. It is final when such adjudication completely disposes of the suit. It may be partly preliminary and partly final; (3) "Decree-holder" means any person in whose favour a decree has been passed or an order capable of execution has been made: (4) "District" means the local limits of the jurisdiction of a principal civil Court of original jurisdiction (hereinafter called a "District Court"), and includes the local limits of the ordinary original civil jurisdiction of a High Court: (5) "Foreign Court"...
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...ATENEO CENTRAL BAR OPERATIONS 2007 Remedial Law SUMMER REVIEWER 3. Special Proceedings – remedy by which a party seeks to establish a status, a right, or a particular fact. CIVIL PROCEDURE CLASSIFICATION OF ACTIONS (A) As to nature ORDINARY ACTION Governed by rules. CIVIL ordinary SPECIAL CIVIL ACTION Also governed by ordinary rules but SUBJECT to specific rules prescribed (Rules 62 to 71). Special features not found in ordinary civil actions. RULE 1 GENERAL PROVISIONS Section 1. Title of the Rules The Rules of Court are not penal statutes. They cannot be given retroactive effect. They can, however, be made applicable to cases pending at the time of their passage and therefore are retroactive in that sense. Under the 1987 Constitution, the rule-making power of the Supreme Court has the following limitations: 1. It must provide a simplified and inexpensive procedure for the speedy disposition of cases; 2. Uniform for all courts of the same grade; and 3. Shall not diminish, increase or modify substantive rights (Art: VIII Section 5[5]). Section 2. In what courts applicable Section 3. Cases governed ACTION CLAIM An ordinary suit in a A right possessed by one court of justice. against another. One party prosecutes The moment said claim is another for the filed before a court, the enforcement or claim is converted into an protection of a right or action or suit. QuickT the prevention or redress ime™ and a TIFF (Uncompressed) decompressor are needed to see this picture. of...
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...WEEK 3 RESEARCH PROJECT (Set #1) ACCT 429 DeVry University IMPORTANT NOTE TO STUDENTS This assignment is being distributed solely for your use in completing the Week 3 project in DeVry University’s online Accounting 429 class. This assignment is an individual assignment, and you are to complete it without any outside assistance by any other student, individual, or outside materials, other than those specifically permitted by the problem. Any violations of these requirements will be addressed as an academic integrity violation. Similarly, this assignment may not be shared with any other student at any time, even after your completion of the course. Students to do so may be subject to sanctions pursuant to DeVry’s academic integrity policy, even though they may no longer be enrolled in Accounting 429. Week 3 Research Project (Set #1) DeVry University Acct 429 Performing tax research is an important part of tax practice. As outlined in Chapter 2 of your textbook, tax law is developed through a number of different governmental entities. Congress enacts the tax Code as statutory law. The Treasury Department is tasked with the implementation of the tax Code and, in the course of doing so, develops a number of documents and materials to aid taxpayers in understanding the Treasury Department's interpretation of the code, including the Regulations. In turn, the Internal Revenue Service ("IRS”) has the direct responsibility for implementing the tax Code and in assessing and collecting...
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