Metamorphosis Essay -- essays research papers

MetamorphosisMetamorphosis is a story that is easily related to this ever so cruel human and the life each of us live today. Each of us experience alienation just as Gregor did in the story. We experience from friends and even worse family. When changes stupefy that we cant cope with,we sometimes except them grudgingly, or we simply run away from that change. What we fail to realize is the fact that the change (trial or problem) will still be there to deal with upon returning. Gregor Samsa had already been experiencing some alienation in the beginning. Gregor provided for his family, believing that they werent capable of this. In being the only individual providing for his family, hehad a sylphlike tendency to work too hard and too much, pushing himself away from them and keeping to hi...

Installing Windows :: Essays Papers

Installing WindowsStarting an Internet connection and establishing an email account is a long, hard process. It is not as difficult as designing a web page or starting your own web browser, but it is a difficulty within itself. It is specifically difficult with information processing systems equipped with the Windows 98 softwargon. I will explain the process of logging onto the Internet and establishing an email account.In order to begin the task of a dial-up, you must first establish a configuration. This process is begun by right hot doging on the Start button at the pervade left of your task bar. By selecting the Settings option, and then selecting the Control Panel icon, you are gradually edging towards a dial-up network connection. Next, double-click the Add/Remove Programs icon in the window. This icon resembles two disks with one red and one green deportation on them. Click on the Windows Setup tab at the top of the window that has opened. This should be followed b y a click of the Detail button. You should then click to add a check in the box next to the Dial-up Networking icon, which is in the shape of a telephone. You should then click Next for the next two screens. This closes the communications and Add /Remove Programs windows. At this point, Dial-Up Networking has been installed in the computer.You must now restart your computer, by simply clicking onto the Start button once again, which is located at the bottom left of the screen. After this, you should click onto the Shut Down button. A window will pop up with the options of Shut down, Stand-by, Restart, or Restart in MS-DOS mode. You should prefer the Restart option. This will reboot the computer. You are now ready to continue with step 2 of the process. Begin step two by clicking, once again, on the Start button and follow this up by clicking on Programs and then Accessories. Communications should then selected and then Dial-Up Networking. You should then click onto the UVic NetLink icon, which resembles a telephone, with two computer screens or monitors attached to it. You should right-click this icon, which leads to the Properties menu. In the Properties menu, click the tab labeled Options. Under the section labeled Connection Control, check to see if the box next to the direction Bring up terminal window after dialing, is checked.

Burrhus Frederic Skinner Essays -- B.F. Skinner Psychologists Psycholo

Burrhus Frederic SkinnerPeople do on a mean solar day to day basis, many actions without realizing it, and most of the time, they dont know why they do them. Certain reinforcements, some positive, and some negative have conditioned their actions and thoughts. All organisms, including humans, be greatly influenced by the consequences produced by their own behavior. The environment holds the key to most of the changes that occur in the way a person behaves and a humans own behavior brings consequences that change his or her actions (B. F. Skinner). Dr. B.F. Skinner forged the theory of Behaviorism, a school of psychology that rejects the unobservable and focuses on patterns of responses to external rewards and stimuli (Skinner, B. F.).Burrhus Frederic Skinner was innate(p) March 20, 1904, and raised in Susquehana, Pennsylvania, where his father worked as a lawyer and his mother was a strong and intelligent housewife (Boeree). Skinners parents boost him in his schoolwork, and he was well read as a child (B. F. Skinner). B. F. was an active, out-going boy who loved the outdoors and building things, and actually enjoyed school (Boeree). He enjoyed lit and biology especially (B. F. Skinner). Skinner attended Hamilton College in New York State (R. W. Kentridge). He didnt fit in very well, not enjoying the fraternity parties or the football games. He wrote for school paper, including articles critical of the school, the faculty, and even Phi Beta Kappa To top it off, he was an atheist in a school that required daily chapel attendance (Boeree). He continued to read widely and to pursue interests in literature and biology. He began to write a lot of fiction and poetry, and became known as an aspiring poet. After his junior year, he attended the Summer School of English at Breadloaf, where he met Robert Frost (B. F. Skinner). When he graduated, he planned to overlook a year writing a novel, but found that he had nothing to write about and suffered through what he wo uld later refer to his sorry year. Skinner considered pursuing graduate study in English, but eventually settled on psychology instead. The choice of psychology followed Skinners realization that what intrigued him about literature was actually human behavior, a topic he felt could be approached more suitably through science (B. F. Skinner). The literary productions of Frances Bacon had interested... ...ood and bad. He tested his theory by inventing the Skinner Box and operant behavior. With his theories and testing, people now know how the many actions they dress throughout the day, and why they perform them.Works CitedA Science Odyssey People and Discoveries B. F. Skinner. PBS. 15 May 2000. <http//www.pbs.org/wgbh.aso/databank/entries/bhskin.html>.B.F. Skinner. Boise State University. 9 May 2000. <http//education.boisestate.edu/FACHTML/cohort3/skinner.htm>.B.F. Skinner Foundation - Documents - A Brief assess of Operant Behavior. The B.F Skinner Foundation. 14 May 2000 . <http//www.bfskinner.org>.Boeree, Dr. C. George. B.F. Skinner. 9 May 2000. <http//www.ship.edu/cgboeree/skinner.html>.Leahey, Thomas H. Skinner, B.F. Academic American Encyclopedia. 1995 ed.R. W. Kentridge. Skinner Box. 17 May 2000. <http//www.biozentrum.uni-wuerzburg.de/genetics/behavior/ cultivation/Skinnerbox.html>.Skinner, B. F. 17 May 2000. <http//www.encyclopedia.com/articles/11954.html>.Skinner, B. F. About Behaviorism. New York Alfred A. Knopf, 1974.Skinner, B. F. Science and Human Behavior. New York Macmillian, 1953.

Crime :: essays research papers

Crime in the nineteeth century was rapid though discover United States. But because of all of the poverty and sickness in the streets, crime was the only way to survive. Most of the crimes that took place in United States were crimes that involved stealing. pickpocket gangs and street gamblers were a regular sight when walking down a major United States street. Prostitution was also a big money church worldly concern on the streets, done by both girls and boys. But crimes though out the middle class and rich were mostly property crimes and disputes, which made up 90% of all crimes committed by the upper-class. In the United tates today there a two categories which crimes fall under."Indictable" which is the same as our felony crimes that make up all of the major crimes. These crimes consist of Murder, armed robbery, burglary, larceny, rape, and assaults on the police. The next called category is called " Summery " crimes which is equal to our misdemeanor crimes. S ummery crimes were all minor crimes such as Property crimes, Vagrancy, Drunkenness, Prostitution, Minor Larceny , and all other minor offenses. Probably the most famous criminal in the Victorian period was " turd the Ripper ". Jack the Ripper was " the first modern sexual serial killer." Jacks trademark was the killing of female prostitutes. But not only did he kill them, he would surgically drive organs and intrails and place them near the dead body. "Jack the Ripper" wasnt his only nickname, he was also called "the Whitechaple murder " because the bodys were found near the Whitechapel Road, and " The Leather Apron" because of a man that would come by and beat up the prostitutes for no reason. Jack the Ripper is credited for 9 killings, but police think that he might be liable for more. All of the killing accrued with in one square mile. Jack is described as carrying a long knife in which he would rail open his victims, and a black Gladst one bag, the contents of which is unknown.Jack the Rippers identity is unknown which is probably why this case is so famous. It is rumored that Jack the Ripper was a share of the royal family, and that people knew of his identity but wanted to keep it a secret. The London Metropolitan Police system was created in 1829, after the public admit for security has been told to the government.

American Imperialism Essay -- Nongovernmental Oganizations

To use the title Transnational American (Grewal, 2005) might be more politically correct than American imperialism but I contend that one is in fact an agent of the other. The two readings for this week converge around the discussion of transnationalism and neoliberalism although in slightly opposite ways. Grewal (2005) discusses transnationalism in relation to the United States and its cultural, social, political and economic influence on other nation-states specifically through technologies, biopolitics and geopolitics. Grewal presents interesting arguments to support the view that the construction of man rights activism since the 1960s was a geopolitical strategy used by the United States to extend its imperialist grasp on the outside world. Grewal (2005) posits that the development of the feminist and womens rights movements were born out of human rights discourse that quickly became transnational instruments of technologies of governmentality, creating and applying knowledges and techniques that promote welfare and security, rather than just the rights of populations (Grewal 2005122).The birth of Nongovernmental Organization (NGO) came out of a zest to move women vulnerable populations from the margins to the center by questioning the most fundamental concepts of our social order so that they take better account of womens lives (Grewal 2005126). In the function human rights issues became wedded to womens rights, social justice and later on to development. NGOs at the time of its inception were seen as politically autonomous entity that would intervene to agree the welfare of female populations, the inefficiency of the state, and its ideology of patriarchy (Grewal 2005127). But cultural, socio-political... ...loitation, the US maintains its embargo on Cuba and continues to police movements across its borders only the future knows how the current anti-immigration sentiments might amplify and materialize. Space does not permit an elaborate discussion a bout the politics of the United Nations, the World Bank or the IMF, but as a parenthetic note, these are also examples of an imperial or should I say transnational apparatuses taken advantage of the by the United States. In the final analysis, I admit with Comaroff and Comaroff (2001) that relationship between the nation-state and millennial capitalismis not synonymous with globalism, although globalization is and inherent part of it but I would add more specifically that globalization like its predecessor colonalization, imperialization and now neoliberalism is a capitalist apparatus (Comaroff & Comaroff, 200134)

American Imperialism Essay -- Nongovernmental Oganizations

To use the title Transnational American (Grewal, 2005) capacity be more politically turn than American imperialism but I contend that one is in fact an agent of the other. The two readings for this week converge around the discussion of transnationalism and neoliberalism although in pretty different ways. Grewal (2005) discusses transnationalism in relation to the United States and its cultural, social, political and economic influence on other nation-states specifically through technologies, biopolitics and geopolitics. Grewal presents interesting arguments to support the view that the formula of human rights activism since the 1960s was a geopolitical strategy used by the United States to extend its imperialist grasp on the outside world. Grewal (2005) posits that the development of the libber and womens rights movements were born out of human rights discourse that quickly became transnational instruments of technologies of governmentality, creating and applying knowledges and techniques that promote welfare and security, rather than just the rights of populations (Grewal 2005122).The birth of Nongovernmental Organization (NGO) came out of a desire to move women vulnerable populations from the margins to the center by questioning the most fundamental concepts of our social order so that they take better account of womens lives (Grewal 2005126). In the process human rights issues became wedded to womens rights, social justice and later on to development. NGOs at the time of its inception were seen as politically autonomous entity that would throw in to ensure the welfare of female populations, the inefficiency of the state, and its ideology of patriarchy (Grewal 2005127). But cultural, socio-political... ...loitation, the US maintains its embargo on Cuba and continues to police movements across its borders only the future knows how the current anti-immigration sentiments might unfold and materialize. Space does not permit an elaborate discussion about t he politics of the United Nations, the World Bank or the IMF, but as a parenthetical note, these are also examples of an imperial or should I say transnational apparatuses taken advantage of the by the United States. In the final analysis, I concur with Comaroff and Comaroff (2001) that relationship between the nation-state and millennial capitalismis not synonymous with globalism, although globalization is and inherent part of it but I would add more specifically that globalization like its predecessor colonalization, imperialization and now neoliberalism is a capitalist apparatus (Comaroff & Comaroff, 200134)

Say No to One Night Stand

Attention Grabber Do you know what does hotshot dark stand means? The term iodin night stand means that you have a sexual relationship with a person you meet or possibly a person you neer meet before and both of you have no intention to ever meet again or to continue the relationship. It can happen anytime. II. Reveal paper Today, I would like to talk about some of the harms of one night stand and persuade all of you to stay away from having this kind of action. III.Relevance Statements There are various reason people having a one night stand such as too much of drink, trips away from home, curiosity about one night stand and the likes. Some people who involved in the one night stand are sensible and happy with the situation where no harm is done. Nowadays, this phenomenon is getting more serious than ever. My suggestion is that every human being should prohibit themselves from having one night stand, consider that it could lead to several serious consequences. IV. poke of i mportant PointsSome of the harms of having one night stand are (a) infection of virus and disease (b) unanticipatedly pregnancy (c) regretting and guilty pinch BODY I. One night stand causes virus and disease (Packerpack, 2010). * This is the most danger risk of having one night stand. i. He or she may enjoy having sex with you without telling you that he or she is infected. ii. The people might leaving you with some deadly virus like AIDS or HIV. II. One night stand causes pregnancy accidently (Mary, 2009). * other result of one night stand is a child born. i.Mostly, you cant get to contact the people you having one night stand because he or she possibly not leaving any contact ways for you since the person has no intention to ever meet you again. ii. You may abortion the minor or give a birth to baby that the child may never know who their father or mother is. III. One or both of the parties regretting what they have done. (Paul, 2008) * Some of the people will say, I know wha t Im exactly doing and not regretting of having one night stand. i. They forget that this guilty feeling come after the night goes by. ii.Some of the people involved in one night stand because they are drunk or trips away from home. iii. This will develop them regretting and feel guilty to betray their partner of having one night stand with others if he or she are already into a relationship. CONCLUSION I. Summary of Main Points In conclusion, one night stand brings us a lot of negative effects such as (a) it causes infections and virus diseases (b) it may cause unexpected pregnancy, and (c) it causes us to feel guilty. II. Memorable Concluding Statement Having a one night stand is not love, not a pleasure, not attraction or relationship.If someone is inviting you to have a one night stand whether he or she is your friends or someone you equitable met, please be polite and just say no to the person.REFERENCES Mary, P 2009, Pregnant after a one-night stand the accidental mother, vi ewed 20 November 2010, from <http//women. timesonline. co. uk> Pakerpack, 2010, The one night stand, viewed 18 November 2010, from <http//hubpages. com/hub/The-One-Night-Stand>. Paul, S 2008, The one-night stand blues How girls are left to regret brief encounters, viewed 18 November 2010, from www. dailymail. co. uk

My Mother, My Love Essay

Edwin Hubbell Chapin places, No language can express the power, and beauty, and heroism, and majesty of a mothers h peerlessy. It shrinks not where man cowers, and grows stronger where man faints, and over wastes of secular fortunes sends the radiance of its quenchless fidelity like a star. From the moment we atomic number 18 born till we are cradled in the chariot of death, we come across many relations.Some are just for time being, most are to betray you, some are to leave you alone when you need their presence the most, some are with you just because of your attri butes and some are compelled to stick with you due to blood relation compulsion and restrictions. But, there is one being who surpasses the love, care and affection of anyone related to to you and she is The Mother. The love of a mother has no match nor can one replace her love. If a boy or a girl buff ch exclusivelyenges a mothers love will be defeated because they cannot love more than a mother can. A mothers staring(a) love and care cannot be exemplified.When you were in her womb she took every step so gently and carefully not to bother you from your sleep. This abysmal depth of a mothers love is immeasurable. There are many precious things that Allah has bestowed on us however a Mother is one of the unique gifts of Allah. She is the anatomy of sacrifice and love. Life without mother is so dull and colorless. The beauty of life is in the lap and under the shade of mothers love and care. Those who are bestowed with this gift dont quit feel it but those who are deprived of this gift feel it from the core of their hearts.A mother turns a kinsperson into a home and home is the initial school of a child. Mother is our best teacher and trainer. She never gives up training us to speak Amma (Mamma). She walks by knees to help us in our first steps. She teaches us the behaviors lessons. She never gives up on us. Mothers teach us how to love, cherish, and respect who we are, and what it takes for us to sour the adults we will one day be. When a female becomes a mother, her heart gets filled with immense amount of love for her child.She carries her child for 9 months in her womb, juts all the pain and trouble in that process and when her child comes into her arms, she forgets all the pain and loves her child unconditionally. Before Islam, mother was not given any rights and respect but was only treated as a female who could be loved but not at the expense of self. But Islam gave the mother all the respect, love and status in the society she ever deserved. Holy Prophet P. B. U. H says, Jannat lies under the feet of the mothers. By this hadith we come to know the greatness and status of a mother in Islam.A mother holds a great respect in Islam. But in our todays society few mothers are dealt with those of the housemaids. Order her, make her do work and in return give her nothing not even respect which is of no cost. As she bears too a great deal pain and faces several troubles to fulfill our needs but when she grows old and weak and needs a shoulder, we just throw her away like a futile polythene bag. We tell her that she is now old and has now gone crazy. not we think of our past? Not we take notice of the sleepless nights she had spent for us?Not we remember her support in every moment while we were young? Not we remember, while we were afraid of our own shadows and she was our only lifeguard? Not we even remember the way she wiped our tears when we used to cry over our broken toys? Respecting our mother must be our confidential information priority as we were her top priority while we were young. Quran Says 1723 Say not a word of disrespect (to your mothers). Allah Almighty strictly orders us not to say harsh and disrespectful words to your mother, for she is your best lover among your relations.After Allah and His prophets a mother is the most respectful person. She loves her child even more than a fuck off does. She had cared and will al ways care for us as ever more than anyone related to us. We must never let her down. When we are born we are so helpless and dependent, and she is our only help in that stage. She shrills her voice and talks in a funny loving manner just to bring a grinning on our face. While we are asleep in our comfortable warm cradle she sits aside, cases at us and curses herself a thousand times for us. She is ready to bear any pain but never wants a scratch onto us.She never feels boredom in our company. She is the supreme lover on this earth no one can surpasses her boundaries of love. How deep is her love We must never let her down. We must always try our utmost to be the reason for her smile, not the reason for her sorrows and sadness. Muhammad P. B. U. H has ordered us to be good to our mothers. He has told us about the great rewards for that person who is good to his mother and punishments for those who are disobedient to their mothers. We must look after our parents even more when they are weak and old.We must be gentle to our parents and speak to them in a nice and polite manner. To me, my mother is my security department blanket. No matter how bad of a day she had, she will always be there with a shoulder to cry on and a forgiving ear for me. Even if shes been screamed at all day, she will still be eager to hear my drama-filled gossips. My mom is my personal miracle. Whenever something becomes too much for me, she is there calming me down with just a hug and a kiss on my forehead. She is always there to company you. My lord gentleness upon my parents the way they had mercy upon me when I was young.

Reflection on Japanese Earthquake

After watching the news about the catastrophic earthquake in Japan these days, I was overwhelmed with a range of emotions anxiety, depression, grief, confusion and shock. desire a lot of people, I was stunned by percussive images of the ruins of buildings and the bodies of casualties. I felt sorry for the dead. Meanwhile, I was deeply touched by those survived. Instead of beingness thrown into panic, the Japanese faced up to the catastrophe with dispassion and composure. Although their homes were destroyed and their relatives were violently torn away, they still evacuated orderly and stood calmly in a stand up to get reliefs.However, the case in china is just the other way around. Some Chinese people seem to be keyed up. Many articles concerning this earthquake can be found on the internet, a majority of which atomic number 18 radical. These people said It serves Japan right. If only the island country sunk and disappe ard forever. Admittedly, as Chinese, I felt repugnance for J apan. However, as descendents of the country with a history of thousands of years, we should reach out our friendly hand and let the world know that we Chinese are a civilized and well educated nation.If we merely stand by or even loot a burning house, we are no die than those Japanese invaders. From my point of view, we are all world citizens living in this global village and international community. In the face of natural disaster, we human beings are vulnerable. No one is powerful enough to escape. We can do nothing but pull together to go through. Therefore, we should relate to those wretches with sympathy and love kinda of being narrow-minded and ultranationalistic. Japanese people are innocent. Lets care for them with tolerant and generous hearts and help them out of the difficulty.

Measuring Respect Essay

Campbell-Ewald, an award winning integrated communications agency, noticed that their customer relationship management (CRM) solutions were not meeting the expectations that they should. In score to take a crap an understanding of how respect influences customer loyalty and purchasing, they team up with a research company, Synovate and developed three different vignettes. The surveys consisted of 27 to 29 attitudinal statements that customer use a 5-point scale to rate.They statements were designed to measure how the customers defined respect and how important respect was in determining a purchase. They selected more than 5,000 customers from each production line sectors insurance, automotive, and retail, and mailed them the survey to complete. The customers they selected to survey were adults at least 18 years of age (Cooper & Schindler, 2011). Once they had vexd the completed surveys they analyzed the results.They then used the results to formalize the relevance of its five People Principles. The five People Principles were ? Appreciate me ?Intentions dont matter actions do ?Listen then youll know what I said. ?Its about me, not about you. ?Admit it- you goofed These five People Principles have helped companies like General Motors, Continental Airlines, and Farmers Insurance incorporate respectful behaviors into their business trading operations (Cooper & Schindler, 2011).When Campbell-Ewald and Synovate developed the surveys they knew that they needed to address respect from altogether areas such as how a customer ranks respect to loyalty, respect to purchases, respect to continue purchases, and respect to referrals. By gaining a complete overview on how a customer reviews respect then they could develop the five People Principles that their clients could use to improve customer service, increase revenue, gain a competitive advantage, and build a thriving business.Campbell-Ewald knew that their research, findings, and developments would be what woul d make them successful. By using the numerical scale survey they were placing the same standards on all statements, which make the evaluation process easier. When conducting a survey, the more customers you select to survey will increase the number of responses that a research company will receive back. It is not likely that all 5000 customers responded but I am sure well over 50 percent responded, which gave them a diverse poll of responses.Whereas, if they had chose to survey only 100 customers then they may have received only 30 responses, which is not enough when conducting such research. Using the numerical scale makes agree and measuring the result easier, which will make the comparison easier. Also, by using the numerical scale a research firm eliminates the opportunity for researchers to be swayed by a person comments or opinions, a person either agrees or does not agree with no explanation.

Religion in the Workplace Essay

People around the world have a set of beliefs whether they choose to consider in Jesus Christ or not to skeptic and gnostic, everyone has a set of beliefs which they hold on to. However the question arises on how can we practice it unwrapside our homes specifically at work without imposing early(a) peoples rights who whitethorn not hold to the identical views as one does. How does the view of a functionalism, deontology, and relativism tie into this matter, and could we find a balance on both sides to come to a logical conclusion on how things could be run at a workplace.People seem to shy away when it comes to blather well-nigh religion and politics for satisfactory reason. One cannot come out of the conversation agreeing with the other side so they revert back to relativism which is a go to for some trying to avoid confrontations, but what about our rights to unearthly practice at work? Where does one draw the line? We were born with the bumpdom of choice, this includes ch oosing to believe in what others tell you, to listen to things etc. One can easily choose to leave the room or place, but where it gets troubling is if it takes place during a meeting and the other persons morals are founded strongly on their religious beliefs and they just might either make or break a confederacy based on their decision or performance.Why though do we feel as if we need to have the right to express ourselves? Well as Mosser., K explains because religion is such a basic part of a persons self-conception, someone may feel his or her right to the free expression of religious beliefs is restricted by not being allowed to state them when and where he or she wishes. A company may reap the blessings of a convocation or an individual true Christian and still not be biased to thatperson only because of the good that is coming out of it. This would result in good for the greatest number of people according to a utilitarianism view.However there is another side to the coin even in the same estim adequate to(p) theory. Rule utilitarianism states that allowing the majoritys religious views to be imposed on a minority does not create the greatest good for the greatest number. (Mosser K.,) This as well brings into light that people cannot be stormd into something that they do not want to accept. Christianity was never baset to be forced upon people, but over the years it has been twisted to mean something other accordingly what is true though there are those who still hold faithfully to what is right.Even at mandatory work functions one cannot force demander or religious service on one without possibly violating state laws. Sam Grover explains most likely any prayer or religious service that accompanies a mandatory work event or meeting would violate Title VII discrimination laws under the same reason apply in Townley. (Grover, S. 2010) The next question one could ask themselves how much is too much, when someone continuously asks to attend churc h or has their bible out on their office desk?Harassment has taken place in the workplace when an employee is required or coerced to abandon, alter, or adopt a religious practice as a condition of employment (Grover, S 2010) A person by no means base their decisions on whether a person is of the same beliefs and or zeal of worship to give them the greatest good even if that particular religion is the biggest in the workplace, and leave the others hanging dry.In an article written by ACLJ it speaks about prayer in the workplace as being legal, stating In sum prayer is not illegal, unauthorized, inappropriate, nor improper and as long as employees pray forwards or after working hours, or during official breaks, there should be no problem at all. (ACLJ 2012) So the person cannot make it mandatory for anyone to inscribe in a religious gathering nor can they hold it against them in terms of gaining a status at a job, and make it into a utilitarian view on them.So what are the outcome s of the utilitarianism over an issue like prayer in the workplace? One can practice their religion on their own personal time as long as it does not conflict with work and can perform their duties while on the job. The greatest good that comes from this view is that all people are protected in some way or form, but we will always have those who have ethical egoism and that is what the greatest number of people are protected from in the laws that are set forth.Using the view of deontology (Golden Rule) it serves as a good foundation garment and rule of them to treat others. This view however when looked at and studied, that part of scripture is telling the reader not as a reactive approach, but for them to go and do unto others regardless of how they may treat them. Also, the way this view could be use and twisted is if another person from a different very topic belief thinks it is right for them to force it upon other people talking to them about it at work.No one needs to feel the stresses of a job and then put on top of that, dealing with religious views that one apposes. These laws that were put up were not only to protect the people, but also in a way for the religion. This does not in fact mean to keep going up to someone and throwing scripture at them, unless one wants to have a cause against them and the company, but to be able to meet the other person half-way and realize that I might not like them pushing their beliefs down my throat either.Deontology morals is grounded in the Categorical Imperative by Immanuel Kent states The Categorical Imperative simply declares act as if thy action were to become by thy will a widely distributed law by nature. We should live our lives to help all mankind and that by this we write our own morals. Would we be okay with others adopting our actions and be able to live with what they do to us since we did it first unto them?If we are at a workplace and there are no regulations established on prayers in the workp lace and no guidelines some(prenominal) set in place. Would one put their beliefs out there and start the religious movement at work by theiractions, but be able to handle and live peacefully when another religion that strongly apposes theirs comes into the picture? Is it better to just leave it at home rather than starting something that maybe one may not be able to handle very well?Relativism works hand in hand with this issue simply because it is used as a means to get out of a discussion and end it at a peaceful ending instead of coming out of it with a reasonable answer. This only adds to the ongoing issue and cannot solve a problem in the workplace, there are those who by their faith need to pray a certain amount of numbers a day which can in turn affect their work and if given special treatment for this may cause some division amongst co-workers.With utilitarianism, deontology and relativism we see different ways on how all this could play out in the end and while trying to descriptor out the right decision for everyone. The laws are there to protect people from having to conform to something that they do not believe in but at the same time must meet the freedom of choice in the other persons personal views as long as it does not hinder the good stand up work order.ReferencesMosser K., Bridgeport Education Inc, 2013 Ethics and Social Responsibility Grover S., FFRF Summer 2010 http//ffrf.org/faq/state-church/item/14007-religion-in-the-workplace ACLJ 2012 http//aclj.org/workplace-rights/religious-expression-workplace http//www.allaboutphilosophy.org/deontological-ethics.htm

Chapter emerging market

Among the most significant risks are political volatility, economic policy volatility and in like manner legal risks. Firms entering rising trades must netherstand the risks and take necessary action to mitigate the effect of those particular risks. 3. 2 political volatility condescension the demonstration and free market orientation process among emerging market countries, several(prenominal) of them curiously the one that just achieved independence, is having an election, or governs by corrupt person or political party are susceptible to political risks.Multinational companies that invest In this little bucolic are exposed to risks such as legions coups, civil war, mass labor strikes, violence street protest, or erratic changes In organization policy and Industry regulations that pose a threat to contrary Investment. Among the political risks associated with emerging markets are Although the barrier to trade in most emerging markets extradite fall, and most of these cou ntries are now enjoying greater stability and experiencing unwavering growth, these emerging markets remain vulner sufficient to political risks that usually started inside the country itself and was for the most part beyond the control of investors.Extreme nationalism and religious fundamentalism as evidence in countries like Indonesia, Pakistan and India further contribute to the problem. Different in ideology and oppression from the current government also contributes to political volatility. Russia for example is still having an uncertain future steerion as politics is unpredictable overdue to ongoing power struggles between re precedents and the old-line communistics. If the political clout could not be solved peacefully, then thither is a authorization for a civil war. Sir Lang is an example of a country that has been experiencing a civil war.There is a power tussle between the two social groups, the Ginghams that currently forms the government of the country and the T amil. Tamil guerrillas are fighting for and independent Tamil state. There has been an intense fighting since 1994 with more than 70,000 people have been killed in the war. 3. 2. 1 Corruption and cronyism another(prenominal) serious issue associated with emerging markets is corruption and cronyism. Corruption refers to dishonest or fraudulent conduct by those in power, typically involving bribery or the abuse of a position of trust for dishonest gain. Most emerging markets in fact are always associated with corruption.Brazil for example suffers garbled of unbelievable USED 60 billion to corruption and fraud in connection with government and social programs between the periods of 1990 to 1994 1. Even Malaysia is having the same problem as reported by the Auditor General on the issue of very serious leakages in government agencies expenditure. Second Finance Minister has made a media statement dated October 26, 2009 that the government billions of dollars lost due to leakages that in volved in purchasing and procurement t the extreme pricing and do not fall upon the specifications and standards.Local newspaper, The STAR on October 26, 2009 also reported that this leakage resulted in losses between ARM 14-28 billion over a period of one year. Cronyism refers to the fitting of relatives and friends to positions of authority, without proper regard to their qualifications or an individual who was able to exploit connections with the government or private officers to gain wealth and economic position.In Philippine, cronies controlled key sectors, including the sugar and cocoanut industries and media, ND got state loans, lucrative contracts and concessions under the 31 -year-rule of Ferdinand Marcos who was ousted in 1986. In Thailand, Thai politicians depend heavily on business support during election. Patronage politics, particularly in the countryside, boosts both political spending and the cronyism mentality of asking favors from the powerful. The prostitution and drugs trade has also corrupted m whatsoever officials and police force of the country 2. 3. 2. shinny against drug cartel Another problem that has an impact on political aspect of emerging countries fight against drug cartel. In recent years, the Mexico drug cartels have waged increasingly violent battles with one another as well as with the Mexican government. Upon pickings office in December 2006, Mexican President feline Cauldron deployed thousands of federal troops in an aggressive crackdown on drug-related violence. Yet death tolls continue to rise. There were more than 2,500 drug-related deaths in 2007, and the yearly toll go up to more than 4,000 by the end of 2008.Murders and street gun battles are only part of a more entrenched problem that includes corrupt police forces and a lackluster Judiciary 3. 3. 2. Territorial claim and possible war In some region, there is a tense relationship between emerging countries with its populate country due to multiple territorial claims among countries. If a peaceful solution could not be reached through peaceful negotiations, there will be potential for war between these nations. This is evidence at the Sprats Islands at South China Sea.The area consists of more than 100 small islands or lowers, surrounded by replete fishing area and potentially by gas and oil deposits. They are claimed in their entirety by China, Taiwan, and Vietnam, while portions are claimed by Malaysia and the Philippines. About 45 islands are occupied by relatively small numbers of military forces from China, Malaysia, the Philippines, Taiwan, and Vietnam. Brunet has established a fishing zone that overlaps a southern reef but has not made any formal claim.In June 2011, the tense situation in Sprats Islands amplify as the Philippines complains that Chinese ships offloaded building materials and erected marker posts on reefs to the westmost of its island of Palatal, within Manilas exclusive economic zone. Political volatility is hard to quantify due to broad characteristics of each emerging markets. What the managers could do is to anticipate upcoming changes in the political aspect of the nation and formulate timely, successful strategies in the face of sudden changes and uncertainty.This is critical because political situation will have a direct impact on investment, decision-making, and corporate performance. Every market has it risks so businesses need to ensure that the risk worth the return they will get from the investment. 3. 2. 5 hearty Unrest The current people uprising in emerging market countries of the Middle East such as Egypt, Jordan and Bahrain cause a growing concerns among investors who has already invest or thinking of investing into emerging markets.One of the factors that increase the possibility of social unrest is an increase in food and fuel price due to depleted resources and inflation. The high price of food is thought to have been one of the catalysts of the unrest in Tunisia, which led to the ousting of Zing al-Abiding Ben Ala as president in January 2011. Other reason that makes people revolt includes corrupt leader and government, change in tax, economic and fiscal policy that affect daily life, UN-fair election, high unemployment etc. visualise 2 shows the level of lattice and social risk of every country, based on a report produced by the Royal bank of Canada in 2011. Among the emerging market countries, China, Egypt, Indonesia and Saudi Arabia is listed as high risk countries, together with Colombia. India, Russia, South Africa, Jordan and Turkey are among the medium risk countries while Mexico, Bahrain and Thailand are considered as moderate. Other emerging countries with low political and social risks according to this report. 3. 3 Economic volatility The second major risks associated with emerging markets are the level of economic volatility.Economic growth whitethorn be high, but crises are frequent, as the Asian crisis of 1997 demonstrated. Emerging countries economies are highly volatile due to frequent changes in institutions, industry structure and the macro-economy. some(prenominal) the political and economy actually have a huge impact on one another, and firms can anticipate risks in the future if any of them go bad volatile. Among the element that brought economic volatility includes currency risks, expropriation risks, and foreign debt crisis. 3. 3. Currency risks Although there is an increasing trend towards liberations of international payment ND transfers, there is still a concern among businesses that there could be a change in policy. Even emerging market countries have the tendency to influence the exchange rates. In some cases, the government will try to peg its currency to a single currency such as a US dollar to stop aggressive drop in the countrys currency nourish especially during financial crisis. Figure 2 shows how the exchange rate of Asian countries dropped significantly during the Asian financial crisi s.The koala Lump Stock Exchange (KEELS) had lost more than 50% from above 1,200 to fewer than 600, and the ringing had lost 50% of TTS value, falling from above 2. 50 to under 4. 57 on Can 23, 1998) to the dollar. The then premier, Tune Dry. Mathis Mohammad imposed strict capital controls and introduced a 3. 80 peg of Malaysian ringing against the US dollar. 3. 3. 2 Expropriation risk One of the economic policy related concern among the investors was expropriation risk, which refers to the possibility that host governments would seize all foreign- owned assets.This risk however has largely disappeared. Stronger international law and the symbiotic nature of growth in emerging and developed economies reduced set seizures to nearly zero during the sass. A 2009 survey by the Multilateral Investment Guarantee Agency and the Economist Intelligence Unit found that multinational enterprises considered breach of contract, restrictions on the transfer and convertibility of profits, civil dist urbance, government harm to honor guarantees, and regulatory restrictions all to be more significant risks than the potential seizure of assets 4.Emerging market countries policy of take ining foreign investment into their country foreign investors should be wary of any change in political and economic situation, gather with regulatory uncertainty can make the expropriation action possible. Even in the communist country like China, the government has never confiscate any foreign assets since 1978 when the country officially launched its so-called open door policy, unless the asset in question specifically compromises Chinas national security. 3. 3. Foreign debt crisis Foreign debt crisis is external debt incurred by governments of emerging markets generally in quantities beyond the governments political ability to repay. Unplayable debt is a term apply to describe external debt when the interest on the debt exceeds hat the countrys politicians think they can collect from taxpayer s, based on the nations gross domestic product, thus preventing the debt from ever creation repaid 5. Emerging market countries have tralatitiously borrowed from the developed nations to support their economies.In the sass such borrowing became quite heavy among certain developing countries, and their external debt spread out at a very rapid, unsustainable rate. The result was an international financial crisis. Most of the time, government with high level of debt will have to re-vamp its financial policy to keep debt payment. Countries such as Mexico and Brazil declared that they could not keep up with the schedule of interest and principal payments, causing severe reactions in the financial world.Cooperating with creditor nations and the MIFF, these countries were able to reschedule their debts and delay payments to remove financial pressure. But the underlying problem is not really solved as developing countries were saddled with staggering debts that total more than $800 bill ion in the mid-sass. The large debts created huge problems for the developing countries and for the banks that faced the risk of substantial losses on heir loan portfolios. Such debts increase the difficulty of finding funds to finance development.In addition, the need to acquire foreign currencies to service the debt contributed to a rapid depreciation of the currencies and to rapid inflation in Mexico, Brazil, and a number of other developing nations. Even emerging market in Asia such as Malaysia, Philippines, Indonesia, Pakistan, India etc. As shown in Figure 4, also go about a serious problem with foreign debt. The wide fluctuations in the price of oil were one of the factors contributing to the debt problem. When the price of oil SSE rapidly in the sass, most countries felt unable to reduce their oil utilization quickly.In order to pay for expensive oil imports, many went deeply into debt. They borrowed to finance current consumption?something that could not go on indefinitel y. As a major oil importer, Brazil was one of the nations adversely affected by rising oil prices 6. Figure 3. Foreign debt among Asian countries 3. 4 Legal risks The possibility of investing in emerging markets by Macs will increase if the legal system in the country is reliable and always give fair decisions. Contract will only be void.In sass, many South East Asian governments in their effort to attract foreign investors offered contracts that protect investors from risks related to lower than expected engage, currency conversions, exchange rate and political force measure. The Asian financial crisis in 1997 brought those investors favorable handling into sharp relief as currency values, share prices, and electricity demand all plummeted. Political officials had to choose between honoring the contracts, at the risk of agree their own popular support, and renegotiating them in order to maintain that support.In the end, many career minded public officials in Southeast Asia chose to renegotiate or cancel get ahead of contracts. Even when contracts can be legally enforced, experience shows that inventive politicians can circumvent them, through a wide variety of means other than ever-changing laws 4. Another example is when foreign investors involved in oil and gas industries in countries such as Transmitted, Gyrations and Astrakhan, which is a newly independent countries of a former USSR regime.Even though the contract seems to put them on favorable terms, the possibility that firms will face a breach of contract ND other regulatory problems is high. Another legal issue that always arises is when some emerging market countries have laws that limit the amount of profit firms can take out of the country, which means that beau monde might make a huge amount of profit by doing business in the country but may be prohibited from taking the whole profit back to the home country. 3. Minimizing the risks There are many options available for companies in Minimizing the risks when investing in emerging markets. They are 3. 3. 1 thorough political and economic risk analysis Multinational firms should carefully evaluate the emerging market countrys political ND economic risks before deciding whether to do business there or not. Nowadays, there are vast indicators, statistics and political analysis paper published and publicly available for review. This is the best source for countrys information that can help decision making.However, there are some emerging market countries that are less transparent and access to accurate economic or industry statistics may not exist at all. In this case, firms might not have the information and expertise to do the analysis by themselves. because the best option is to, employ a consultant service firm who have the expertise in inducting the analysis. 3. 3. 2 Protect the investment with political risks indemnification Political risk policy is a type of insurance that can be taken out by businesses, of any size , against political risk.Political risk insurance is available for several different revolution, insurrection, civil unrest, terrorism or war Governmental expropriation or confiscation of assets Governmental frustration or repudiation of contracts outlawed calling of letters of credit or similar on-demand guarantees Business Interruption and Inconvertibility of foreign currency or the inability to repatriate funds. 3. 3. Involve host countrys government in the business Government equity participation either through the relevant government agencies or through Government Related Companies (Gels) can supply a lot of advantage to firm and to the government itself.This can be done in various ways such as by creating a new enounce venture company with both parties have a percentage of shares in it, or through strategic alliances and consortium. By having the government itself as partner, firms may find it easier to obtain the license, get full support from the government, reduce the ri sk of expropriation and even improve companys goodwill mongo the people. 3. 3. 4 Have a Joint venture or alliance with local company. The objective of having cooperation with local company is almost similar to having the relationship with the government as discussed previously.Some other clear for Macs when they assemble with local company includes firms can share the fellowship of local company about the trend, taste, preferences and culture of the local people. Both parties will also share the cost and risks of doing business. At the same time, Macs can benefit the local company by having a knowledge and technology transfer, besides sharing the experience of Macs. 3. 3. Conduct a proper scenario planning when making the entry decision.Scenario planning refers to the process of visualizing what future conditions or events are probable, what would be the consequences or effect of it and how to respond to, or benefit from it. For example, when a pharmaceutical company starts to de velop a new compound it does not know if these typically very large investments will generate any benefit in the future. So, success is dependent on many factors internal factors such as the skills and knowledge of researchers and developers, and external influences such as technology trends, demand and price developments.In order to do that, they have to tap into tacit information that is already available within or outside the company and to convert it into knowledge about possible future scenarios and options the Risks associated with investments into intangibles, especially of investments into the strategy and in the product innovation chain of a company, are much higher than in traditional industrial physical asset type of investments. But on the other hand the upside is often unlimited.Businesses which are engaged in R and persisting product and market innovations must find ways to limit the downside, the risks, and o boost the upside in order to fully leverage their investme nts and to generate value for investors and other stakeholders. Scenario planning is a very good method to do that and to limit especially large strategic risks. Figure 5 shows finding of a study on what is the best tools to mitigate the effect of risks in four major emerging markets Russia, India, China and Brazil (Also called BRICE countries).

Depiction of Female Characters in Shakespeare’s Othello

It is their husbands faults, if their wives do fail. Othello, a play about race, power and sexual urge is one of the best works of Shakespeare, and highlights few of the major societal issues of his time. On the one side is Othello, who is caught in his racial inferiority, fighting the prejudices his society has heaped upon him. And on the some other side is Desdemona, who has transgressed her gender lines to marry the Moor, only when is ultimately pushed into the sphere of submission and obedience the traditional place where a woman should keep herself.We are do to wonder then Whose tragedy is Othello really about and who was the real victim, Othello for his racial inferiority or Desdemona for her gender? If Othello makes himself appear to be a victim of Iagos plans, confessing nought I did in hate, but all in honor, then he had too had once made Desdemona his victim. And not Desdemona alone, the other cardinal women in the play, Emilia and Bianca face similar consequences. Em ilia is another chaste, obedient and loyal married woman to Iago the malignant conniver, worser than Desdemona, she is never treated as a wife.And the dying Bianca is, in fact, a fallen woman a prostitute. The treatment of women in the play and the assumptions made about them removes the curtains drawn and triggers the single question in the minds of the readers How adjust is the depiction of women in the play, and did Shakespeares society treat women in the same manner? As a matter of fact, seventeenth century England did not control a grand place for women, and feminist writings on womens deplorable lives have come up mostly during Shakespeares time.This paper leave alone study the three women characters and emit some light on the injustice faced by them and how they have been mere projections of male prejudices they are assumed to be what men think them to be. The protagonist of the play is the beautiful, fair-skinned Venetian Desdemona. As her name would stand to mean i ll-fated, Desdemona proves to be the most-affected victim of Iago, as until Othello comes to smother her, she was unmindful(predicate) of the cruel game played against her. Innocently in love ith Othello, she has been extremely loyal and supportive to her husband. When the play first introduces Desdemona, she is a different person from what she go out become in Cyprus. Bold in her approach and almost fearless, she does not resemble the Venetian women of seventeenth century by leaving her fathers house and marrying the Moor, thus committing miscegenation she takes her first step in redefining her role as a woman. She confirms Othellos vernacular and accepts Othello as her husband.With her cunning, she smartly handles the shoes and adeptly performs her divided duty to her father for life and education, and to Othello for being her husband and companion she admits her wifely behavior descending from her mother, who had also once preferred her husband to her father. Her love is no t affected by Othellos racial difference as she could overlook Othellos physical ugliness and fall in love with the man inside him she saw Othellos visage in his mind.She also subverts feminism by unflinchingly asserting her sexuality and her love involution with Othello, and firmly says, I did love the Moor to live with him, and decides to follow him to Cyprus. That is the only time we see Desdemonas vigor to stand for her defense. The shift of the play from Venice to Cyprus is not just spatial, it also has symbolic overtones. As from then onwards, Desdemona is reallocated to the position she tried to transgress, although in a different form this time, playing a wife.Without any relatives or acquaintances, in Cyprus Desdemona is all on her own and all the more vulnerable. Her marriage becomes a scandal, not in her failure to receive her fathers prior consent but in her husbands blackness. That blackness- the sign of all that the society finds frightening and dangerous- is the ind elible witness to Othellos permanent status as an outsider, and to convince him the truth in Desdemonas love is impossible. Being a self-fashioner, he is always in need of symbols and signs to believe in Desdemonas idea about him as her hero.First, her confirmation speech becomes the symbol of her love, then, to continue the trust-game Othello gives her a handkerchief his ancestral property, received from his mother, who in her turn had received it from an old witch as a blessing to her married life. The appearance of the handkerchief is believed to be a white cloth with a red strawberry imprinted on it. Symbolically it represents the bedspread of a married woman, with her unadulterated blood-stains on it, and also becomes the symbol of Desdemonas chastity, purity and her loving, civilizing sexual power.With the loss of it she loses Othellos trust, and as Carol Neely puts it The handkerchief is lost literally and symbolically not because of the failure of Desdemonas love but beca use of Othellos loss of faith in that love love is not sustained with symbols and signs but through conviction. This brings out the frail nature of Othellos love for Desdemona, held not by his heart but by the handkerchief. Othellos fear of being deceived and cuckolded rises from the flaw that is organic in him the self that would never grow out of the uncertainties for being racially inferior looks upon Desdemona as the strumpet.A chaste wife, being killed by her husband because he lacked self-identity and the power to recognize the devil inside him is universally acknowledged as the most appalling crime committed against an innocent woman. Another woman is Emilia, wife to Iago and the only companion of Desdemona in Cyprus. As the play progresses, she emerges from a common maid to a heroic individual. Dismissing Iagos complains about Emilias noisiness Desdemona says Alas She has no speech. Desdemona seems right until the middle of the play. Emilia has no existence apart from her instrumentality to the plot.She passes the handkerchief to Iago, unaware of his plans what he bequeath/ Heaven knows not I. / I nothing but to please his fantasy. Emilia is heard speaking elaborately only in Act IV, injection iii also termed the willow scene, which stages the conversation between Desdemona and Emilia. In this scene, Emilia comes across as a realist with her ideas like The worlds a huge thing it is a great price / For a small vice and when she says that wrong and right are relative terms, and wrongs can easily be transformed into right by the power-wielders.The most striking words are when she says that a husband is liable for his wifes infidelity, as their neglect or envy or suspicion egg on the woman to commit treachery. According to Gayle Greene Emilias is a perspective to which we wholly ascribe, entrenched as it is in a material reality, but her vision complements Desdemonas and represents some of the bawdy and toughness that Desdemona lacks. He further conti nues saying Emilias clearness of ideas can be attributed to her social class she has never been adulated, she is no ones jewel and has remained clear-eyed and without illusions.Although she did nurture her husbands fantasies like Desdemona. However, her preliminary error, unknowingly committed can be easily forgiven because of her sorority ties with Desdemona. She has not only been a friend in Desdemonas loneliest times, but also becomes her voice in Act V, scene ii after her death O. the more angel she, /And you the blacker devil Like Desdemona, she too faces disillusionment about the man she has tied knots with on realizing Iagos misdeeds, pronounced by her diversely inflected reiterations of my husband.Desdemona, even on her death-bed made her last attempt to protect Othello from his guilt by replying Nobody, I myself to Emilias Who hath done this deed? and spells her last words of loyalty Commend me to my kind lord. Emilia inverts her role as a wife and commits herself to he r duties as a loyal maid to her mistress Tis proper I obey him but not now. / Perchance, Iago, I will neer go home, until she is abruptly dispatched by a stab from Iago. Of the two women in the play, two are killed by their husbands after being despised as whores the threesome woman, Bianca is actually a whore.She survives not through her own endeavor to appropriate herself to fit in the mens world, but simply because she is not primordial enough to be pulled into Iagos plot. Women here are objects of mens horrible fancies, fancies which are projections of their own worst fears and failings. They are either soundless spectators throughout their lives, never retaliating, or else immediately silenced if they ever make an attempt to over-rule mens scheme of things.Bibliography1. G.K Hunters Murdering Wives in Othello. 2. www.guttenberg.com/Othello 3. www.projectmuse.com/Othello and Desdemona 4. fundament and Chosen essays from Norton edition.

Law and Cases

paginate 1 exclusively ER repprints/1914-15 All ER rep /Hickman v Kent or Romney marshland Sheep Breeders Association and an different 1914-15 All ER repp 900 Hickman v Kent or Romney Marsh Sheep Breeders Association and another 1914-15 All ER Rep 900 Also reported 1915 1 Ch 881 84 LJ Ch 688 113 LT 159 59 Sol Jo 478 CHANCERY DIVISION ASTBURY J 4, 25 MARCH 1915 31 MARCH 1915 arbitrament Submission Article of comp twain Application for partship of comp exclusively and acceptance Rule for alone dissensions among fellowship and members to be hitred.Comp either Articles Effect Contr make believe mingled with members and confederation and amongst members overwhelm se. In 1905 the complainant was select a member of the suspect necktie, and he so agreed to conform to its rules and regulations. By guile 49 of the contrivanceistic creationicles of familiarity differences amidst the necktie and whatever of its members relating to whatever of the affairs of the connective mustinessiness be referred to the decision of an arbitrator.In 1914 the complainant issued a writ against the association and its secretary claiming injunctions and declarations in repute of matters which mentiond to the affairs of the association and for certain other relief, which in substance was to do his ripe(p)s beneath the denominations. On an application by the defendants for a stay of the action pursuant to s 4 of the arbitrement impress, 1889, and to refer the matters in dispute to arbitration in accordance with the footing of art 49,Held (i) art 49 must be tough as a statutory stipulation between the members and the association as well as between themselves immerse se, and it patch upd a introduction to arbitration inwardly the Arbitration bet, 1889 (ii) the application for membership by the plaintiff and its acceptance by the association pull ind a shrink between the plaintiff and the association by which the plaintiff agreed in pe nning to conform to the regulations of the association, unmatchable of which regulations was that all ifferences between the association and a member should be submitted to arbitration, and that read also constituted a meekness to arbitration thitherfore, on some(prenominal) those grounds a stay of the action would be granted. Notes Applied Anglo-New groundland come outgrowth Co v R, 1920 2 KB 214. Considered Agricultural Wholesale Society v Biddulph and District Agricultural Society, 1925 Ch 769 Beattie v Beattie, Ltd, 1938 3 All ER 214. Applied Kanssen v Rialto (West End) Ltd, 1944 Ch 154. Considered Rayfield v Hands, 1958 2 All ER 194.Referred to London authorize and Bag Co v Dixon and Lugton, Ltd, 1943 2 All ER 763. As to the effect of memoranda and names of association, keep in line 6 HALSBURYS LAWS (3rd Edn) 127-130, and for causal agencys see 9 DIGEST (Repl) 85-88. As to patiences to arbitration and stay of proceedings, see 2 summon 2 HALSBURYS LAWS (3rd Edn) 3 e t seq, and for fictional characters see 2 DIGEST (Repl) 421 et sec. For Companies Act, 1948 see 3 HALSBURYS STATUTES (2nd Edn) 452, and for Arbitration Act, 1950, see ibid, vol 29, p 89. Cases referred to 1) Willesford v Watson (1873) 8 Ch App 473 42 LJ Ch 447 28 LT 428 37 JP 548 21 WR 350, LC & LJJ 2 affirm (Repl) 452, 190a. (2) Re Tavar atomic number 53 mine Co, Pritchards Case (1873) 8 Ch App 956 42 LJ Ch 768 29 LT 368 21 WR 829, LJJ 9 Digest (Repl) 85, 362. (3) Melhado v Porto Alegre Rail Co (1874) LR 9 CP 503 43 LJCP 253 31 LT 57 23 WR 57 9 Digest (Repl) 53, 152. (4) Eley v autocratic Government auspices Life effrontery Co (1875) 1 ExD 20 45 LJQB 50 33 LT 743 24 WR 252 affirmed (1876) 1 ExD 88 45 LJQB 451 34 LT 190 24 WR 338, CA 9 Digest (Repl) 87, 372. 1914-15 All ER Rep 900 at 901 (5) smiler v La Trinidad (1887) 37 Ch D 1 57 LJ Ch 292 58 LT 137 36 WR 289 4 TLR 14, CA 9 Digest (Repl) 87, 374. (6) Kelner v Baxter (1866) LR 2 CP 174 36 LJCP 94 15 LT 213 15 WR 278 sub nom Kelmer v, Baxter, 12 Jur NS 1016 9 Digest (Repl) 682, 4498. (7) Re Famatina Development Coops, Ltd, 1914 2 Ch 271 84 LJ Ch 48 30 TLR 696, CA 10 Digest (Repl) 978, 6731. (8) MacDougall v Gardiner (1875) 1 Ch D 13 45 LJ Ch 27 33 LT 521 24 WR 118, CA 9 Digest (Repl) 619, 4130. (9) Pender v Lushington (1877) 6 Ch D 70 46 LJ Ch 317 9 Digest (Repl) 609, 4039. 10) Imperial Hydropathic Hotel Co, Blackpool v Hampson (1882) 23 Ch D 1 49 LT 150 31 WR 330, CA 9 Digest (Repl) 553, 3655. (11) Johnson v Byttles Iron place (1877) 5 Ch D 687 46 LJ Ch 786 36 LT 528 25 WR 548, CA 9 Digest (Repl) 350, 2243. (12) Bradford Banking Co, Ltd v Briggs & Co, Ltd (1886) 12 App Cas 29 56 LJ Ch 364 56 LT 62 35 WR 521 3 TLR, 170, HL 9 Digest (Repl) 85, 363. (13) denomination v Odessa Waterworks Co (1889) 42 Ch D 636 58 LJ Ch 628 37 WR 733 5 TLR 596 1 billion 265 9 Digest (Repl) 86, 364. (14) Salmon v Quin and Axtens, Ltd, 1909 1 Ch 311 78 LJ Ch 367 ampere-second LT 161 25 TLR 164 53 Sol Jo scallywag 3 150, CA affirmed sub nom Quin and Axtens, Ltd v Salmon, 1909 AC 442 78 LJ Ch 506 100 LT 820 25 TLR 590 53 Sol Jo 575 16 Mans 230, HL 9 Digest (Repl) 498, 3283. (15) Welton v Saffery, 1897 AC 299 66 LJ Ch 362 76 LT 505 45 WR 508 13 TLR 340 41 Sol Jo 437 4 Mans 269, HL 9 Digest (Repl) 203, 1293. (16) Bisgood v Hendersons Transvaal Estates, Ltd, 1908 1 Ch 743 77 LJ Ch 486 98 LT 809 24 TLR 510 52 Sol Jo 412 15 Mans 163, CA 9 Digest (Repl) 201, 1288. (17) Re Lewis, Ex parte Munro (1876) 1 QBD 724 45 LJQB 816 35 LT 857 sub nom R v Munro, Re Lewis, 24 WR 1017, DC 42 Digest 126, 1211. 18) Caerleon Tinplate Co v Hughes (1891) 60 LJQB 640 66 LT 118 7 TLR 619 2 Digest (Repl) 423, 27. (19) Baker v Yorkshire Fire and Life boldness Co, 1892 1 QB 144 61 LJQB 838 66 LT 161 2 Digest (Repl) 423, 28. Also referred to in strain Morgan v W Harrison, Ltd, 1907 2 Ch 137 76 LJ Ch 548 97 LT 445, CA 2 Digest (Repl) 445, 170. Borlands Trustee v Steel Bros & Co, Ltd, 1901 1 Ch 279 70 LJ Ch 51 47 WR 120 17 TLR 45 9 Digest (Repl) 99, 446. Re Wheat Buller Consols (1888) 38 Ch D 42 sub nom Re Wheal Buller Consols Ltd, Ex parte Jobling, 57 LJ Ch 333 58 LT 823 36 WR 723 4 TLR 282, CA 9 Digest (Repl) 469, 3071.Adjourned Summons by which the defendants applied for a stay of the action beneath s 1 of the Arbitration Act, 1889 see now s 4 of the Arbitration Act, 1950. The defendants, the Kent or Romney Marsh Sheep Breeders Association and their secretary, W W Chapman, applied for an order staying all proceedings in the action pursuant to s 4 of the Arbitration Act, 1889, and referring the matters in dispute in the action to arbitration under art 49 of the articles of association of the association.The Kent or Romney Marsh Sheep Breeders Association was incorporated under the Companies Acts in the year 1895 as an association not for profit, the defendant 1914-15 All ER Rep 900 at 902 W W Chapman having been the secretary since the incorporation of the association. On 8 November 1905, the plaintiff, Alf red John Hickman, wrote to Chapman as such(prenominal) secretary stating he wished to centralize a member of the association, and in react on 10 November 1905, Chapman wrote to the plaintiff inclosing a form of application for membership.This form, completed and write by the plaintiff, was accepted by Chapman on or about 12 November 1905, and was as follows rogue 4 Kent or Romney Marsh Sheep Breeders Association (Incorporated). Application form for membership. I, Alfred J Hickman, of Court Lodge, Egerton, in the county of Kent, am desirous of becoming a member of the Kent or Romney Marsh Sheep Breeders Association (Incorporated) as a flock owner, and I engage when elected to pay the entrance fees, yearly subscriptions, nd such fees for entry of ewe flocks and individual sheep as whitethorn then be in force or subsequently adopted, together with all such costs for superintendence and tattooing as may be sanctioned by the council for the time being, and to conform to the r ules and regulations of the association until I by notice in authorship to the secretary cease to be a member of the association. Signature, ALFRED J HICKMAN. go out Nov 11, 1905. The plaintiff was elected a member of the association on 12 celestial latitude 1905, and he was intercommunicate of such election by letter on 14 December 1905.By art 49 of the articles of association of the defendant attach to Whe neer some(prenominal) difference arises between the association and any of the members touching the authoritative flavor or construction or the incidents or consequences of these presents or of the statutes, or touching anything then or thenceforth done, executed, omitted, or suffered in pursuance of these present, or of the statutes, or touching any br separately or say br distri only whenively of these presents, or any claim on account of any such breach or alleged breach, or otherwise relating to the premises or to these presents, or to any statute affecting the a ssociation, or to any of the affairs of the association, every such difference shall be referred to the decision of an arbitrator to be ordained by the parties in difference or if they ordurenot agree upon a single arbitrator, to the decision of two arbitrators, of whom one shall be appointed by each of the parties in difference, or an umpire to be appointed by the two arbitrators. On 18 December 1914, the plaintiff issued the writ in the present action claiming, inter alia, an injunction to restrain the defendants from taking any steps to expel him from the association or doing any act or acts in derogation of his rights as a member of the association, and damages for refusing to register his sheep, and a declaration that he was empower to wee his sheep registered. A summons for directions was issued, solely before it was heard or any move on step taken is the action, the defendant association and Chapman issued this summons fara itinerary the hearing of an application by the m that all further proceedings be stayed, pursuant to s 4 of the Arbitration Act, 1889, and that the matters in principal in the action should be referred to arbitration in accordance with art 49 of the articles of the association.By s 4 of the Arbitration Act, 1889 see now Arbitration Act, 1950, s 4 If any party to a entryway, or any person claiming through or under him, commences any legal proceedings in any court against any other party to the patience, or any person claiming through or under him, in respect of any matter agreed to be referred, any party to such legal proceedings may at any time after appearance, and before delivering any pleadings or taking any other steps in the proceedings, apply to that court to stay the proceedings, and that court, or a judge at that placeof, if satisfied that in that respect is no sufficient causal agent why the matter should not be referred is accordance with the submission, and that the appli guttert was, at the time when the proce edings were commenced, 1914-15 All ER Rep 900 at 903 and still remains, ready and go outing to do all things necessary to the proper conduct of the arbitration, may make an order staying the proceedings. By s 27 see s 32 of Act of 1950 Submission means a pen discernment to submit present or future differences to arbitration, whether an arbitrator is named thitherin or not. By s 14(1) of the Companies (Consolidation) Act, 1908 see now s 20 of Companies Act, 1948 The document and articles shall, when registered, harbour the ships club and the members thereof to the equivalent extent as if they respectively had been signed and sealed by each member, and holded bargains on the part of each member, his heirs, executors, and administrators, to observe all the provision of the roll and of the articles, subject to the provisions of this Act. Page 5 Micklem, KC, and F Hinde for the defendants. Frank Russell, KC, and HS Simmons for the plaintiff in the action. Cur adv vult, 31 M ar 1915 ASTBURY J (read the following appraisal) This is a summons by the defendants to stay proceedings in the action under s 4 of the Arbitration Act, 1889 see now s 4 of Arbitration Act, 1950.The plaintiff, by his writ in the action, which is brought against the defendant association and their secretary, claims injunctions, a declaration, and certain other relief in respect of matters which arise out of and relate solely to the affairs of the association, which relief is, in substance, to oblige the plaintiffs rights under the articles of association of the defendant company. It is admitted by the plaintiff that the action is against, the association and the second defendant as its officer, and no point is made by the plaintiff of there being two defendants. The association is a limited company registered under the Companies Acts, and by its schedule of association it is provided (inter alia) that the objects of the association ar the encouragement of the breeding of Kent or Romney Marsh sheep at home and foreign and the maintenance of the purity of the breed Further The establishment and publication of a flock book of appreciate and pure-bred sires which have been used, or ewes which have been bred from, and of such other flock books (if any) which the council may conceive of fit and the annual registration of the pedigrees of such sheep as argon proved to the satisfaction of the council to be eligible for entry. The undertaking of the arbitration upon and settlement of disputes and interrogative sentences relating to or connected with Kent or Romney Marsh sheep and the breeding thereof, and for other subsidiary purposes. By art 49 disputes between the association and any of its members ar to be referred to arbitration.This is a common form of article in private companies, and, the objects of the association being what they are, it and its members magnate he seriously prejudiced by a public trial of their disputes. If this summons fails, as the plaintiff contends that it should, these arbitration clauses in articles are of very little, if any, value. The plaintiff became a member of the association in 1905. It is clear on the authorities that if there is a submission to arbitration within the convey of the Arbitration Act there is a prima facie duty set upon the court to act upon such an agreement per LORD SELBORNE in Willesford v Watson (1) 8 Ch App at p 480.In the present case the defendants contend, first, that art 49, dealing as it does with the members of the company in their energy of members only, constitutes a submission within the meaning of the Arbitration Act, or, alternatively, that the rent contained in the plaintiffs application for membership and the companys 1914-15 All ER Rep 900 at 904 acceptance of it amounts to such a submission. The plaintiff contests both these propositions. Independently Page 6 of the peculiar(a) dispute in this case, the arguments, especially upon the first of these arguments , have raised questions of far-reaching importance and of great obstruction. I will deal with the question as to the effect of art 49 first. Section 14(1) of the Companies (Consolidation) Act, 1908 see new s 20(1) of Companies Act, 1948, says The memorandum and articles shall, when registered, bind the company and members thereof to the same extent as if they respectively had been signed and sealed by each member, and contained covenants on the part of each member, his heirs, executors, and administrators, to observe, all the provisions of the memorandum and of the articles, subject to the provisions of this Act It is laid down in text-books of the highest authority that the articles are not a agitate between the members and the company, just now a slim with the other members. The articles are a nonplus only as between the members inter se in respect of their rights as stockholders.The exact nature of this covenant that is, the covenant referred to in s 14 has stagen rise t o considerable discourseion and is even now very difficult to designate but it is now settled that it is not equivalent to a submit between the company, on the one part, and the members, on the other, on which either a member fag sue the company or the company post sue a member. The principal authorities in support of these propositions are Re Tavarone digging Co, Pritchards Case (2) Melhado v Porto Alegre Rail Co (3) Eley v Positive Government shelter Life Assurance Co (4) and Browne v La Trinidad (5) In Pritchards Case (2) by the articles of association of a exploit company it was provided that the company should immediately after incorporation enter into an agreement with the vendor of the mine for the get of the mine, and the price was fixed.The articles were signed by the vendor and six other persons, and the directors allotted shares to the vendor, but no further agreement was made with him. It was held, affirming the decision of WICKENS, V-C, that the articles of asso ciation did not constitute a contract in piece of writing between the vendor and the company within s 27 of the Companion Act, 1867, and that certain shares should not, thence, be considered as fully paid up. MELLISH, LJ, in giving judgment, state (8 Ch App, at p 960) But I am of credence that the articles of association crappernot be considered as a contract in writing between De Thierry and the company for the sale of the mine to them.It may no doubt be the case if no other contract was entered into, and if De Thierry signed these articles and they were acted upon, that a court of equity would hold that as between him and the company from their acting upon it there was a binding contract but in themselves the articles of association are simply a contract as between the shareholders inter as in respect of their rights as shareholders. They are the deed of alliance by which the shareholders agree inter se. In Melhado v Porto Alegre Rail Co (3) the articles of association of a union stock company provided that the company should defray such expenses incurred in its establishment as the directors should consider might be deemed and treated as preliminary expenses to an amount not exceeding a sum named. The plaintiffs, who were promoters of the company, had incurred preliminary expenses in its establishment, and it was held that no action would lie at the suit of the plaintiffs against the company under the articles. LORD COLERIDGE, CJ, state (LR 9 CP at p 505) The action is brought on a clause in the articles of association, by which the directors are authorised to pay certain expenses if they should consider them 1914-15 All ER Rep 900 at 905 to be correctly deemed preliminary expenses. The declaration avers that all conditions were. performed, necessary to entitle the plaintiffs to be paid, their expenses and therefore I think we must take it that, they, were expenses which, if the directors had thought proper to pay then the articles would have jus tified them in paying. The question therefore is whether an action will lie for the payment of these expenses, in pursuance of the articles of association, to which the plaintiffs were not parties.I have come to the cultivation that no such action will lie I must say mostwhat reluctantly, because though I wish to press no opinion on the merits of this particular case, having no materials for forming such Page 7 an opinion, it does seem just, in general, if a company takes the benefit of the work and expenditure by which its humankind has been rendered possible, and voluntarily comes into existence on the terms that it shall be liable to pay for such work and expenditure, that a cause of action should be given. I can find, however, no legal principle upon which such an potion can be maintained. It appears to me that there is no contract between the plaintiffs and the defendants.The doctrine of ratification is inapplicable, for the reasons given in the judgments in Kelner v Baxter (6). MELLOR, J, said (ibid at p 506) The plaintiffs were not in any carriage parties to the articles of association, and there was not, therefore, any express contract to pay them. BRETT, J, said (ibid at p 507) there is no contract, in my judgment, of any sort upon which they can sue, and unless there be a contract of some sort between them and the company I do not see that they can have any cause of action. No contract made with them before the existence of the company can be ratified by the company for the reasons pointed out in the case of Kelner v Baxter (6) with which I fully agree. In Eley v Positive Government Security Life Assurance Co (4) the articles of association contained a clause in which it was utter that the plaintiff, a headcounter, should be the solicitor to the company and transact its legal business. The article were registered and the company incorporated. The plaintiff was not appointed solicitor by any resolution of the directors, nor by any instrument bearing the seal of the company, that he acted as such for a time. Subsequently the company ceased to employ him, and he brought an action for breach of contract against the company for not employing him as its solicitor. The first count of the declaration stated that it was agreed by and between the plaintiff and the defendants that the plaintiff should be employed by the defendants as, and appointed by them to the office of, solicitor of the company.During the argument it was contended that the contract declared for was not the contract purported to be contained in the articles. AMPHLETT, B, in his judgment, said (1 ExD at pp 26, 28) The articles, taken by themselves, are simply a contract between the shareholders inter se, and cannot, in my opinion, give a right of action to a person like the plaintiff, not a pasty to the articles, although named therein. If authority were wanted for this proposition, the cases cited in the argument, Pritchards Case (2) and Melhado v Porto Alegr e Rail Co (3) are, in my opinion, kind of conclusive on the subject. For these reasons, I think that there was no contract at all between the plaintiff and the company to the effect stated in the declaration. CLEASBY, B, confined his judgment to the experience points raised in the case and said (ibid at p 30) I am of opinion that cl 118 of the articles cannot by itself be taken to operate as a contract between the solicitor and the company. 1914-15 All ER Rep 900 at 906 KELLY, CB, said (ibid at pp 31, 32) I forbear to pronounce any opinion as to whether these articles, with the fact of the subsequent employment, constitute a contract on the terms contained in them, because, were I to so hold, there would be a difficult question behind, whether it was not ultra vires for the directors to attempt to bind the company to employ a solicitor to transact, for all his life, all the legal business of the company.Passing by this, I come to consider the objection raised under s 4 of the St atute of Frauds. I do not see how anyone can doubt that this agreement was not to be performed within a year. It was for the life of the plaintiff, subject to a defeasance on the possibility of his being chargeable of some misconduct. But, assuming, as I think we must, that this was not to be performed in a year, the question arises whether there is any memorandum or timbre in writing of it signed by the defendants. The signatures affixed to the articles were she intuitu and it can hardly be suggested that the directors had any idea that in signing the articles they were signing a line of products of this contract. Page 8This case went to the Court of Appeal, and LORD CAIRNS, LC, said (1 ExD at pp 89, 90) I wish to say, in the first place, that in my opinion a contract of the kind suggested to exist in this case ought not to receive any particular favour from the court. The statement is that Baylis was endeavouring to form a joint stock insurance company upon a new principle, an d applied to the plaintiff to make advances to meet the expenses of getting up the company, and it was arranged between them that in the event of the company being formed the plaintiff should be appointed permanent solicitor to the company. That is to say, a bargain is made between a professional man and Baylis, which, so far as the case is concerned, does ot appear to have been communicated to those who were invited to join the company, that if the former will advance money for the formation of the company he shall be appointed permanent solicitor, and the company shall be obliged to employ him as their professional adviser. When the articles are prepared, they are so by the plaintiff, and in them he inserts a clause which no doubt informs those who signed the articles of the arrangement, but does not appear to have been brought to the notice of those who joined from receiving circulars. This, I repeat is not a proceeding which the court would encourage in any way. I also wish to r eserve my judgment as to whether a clause of this kind is obnoxious to the principles by which the courts are governed in deciding on questions of public policy. This case was first rested on the 118th article.Articles of association, as is well known, follow the memorandum, which states the object of the company, date the articles state the arrangement between the members. They are an agreement inter socios, and in that sop up, if the introductory words are applied to art 118, it passs a covenant between the parties to it that they will employ the plaintiff. Now, so far as that is concerned, it is res inter alios acts, the plaintiff is no party to it. No doubt he thought that by inserting it he was making his employment safe as against the company, but his relying on that view of the legal philosophy does not alter the legal effect of the articles. This article is either a stipulation which would bind the members or else a mandate to the directors.In either case it is a matter between the directors and shareholders, and not between them and the plaintiff. In Browne v La Trinidad (5) before the formation of the company an agreement was entered into between B. and a person as trustee for the intended company by which it was stipulated (inter alia) that B should be a director and should not be removable till after 1888. The sixth clause of the articles provided that the directors should adopt and carry into effect the agreement with or without modification, and that subject to such modification (if any) the provisions of the agreement 1914-15 All ER Rep 900 at 907 should be construed as part of the articles.The agreement was acted upon, but no contract adopting it was entered into between the plaintiff and the company. Held, that treating the agreement as embodied in the articles, still there was no contract between B and the company that he should not be removed from being a director, the articles being only a contract between the members inter as, and no t between the company and B COTTON, LJ, towards the end of his judgment, said (37 Ch D at pp 13, 14) presume that an unlimited power is given to the confluence by art 91, ought we, having study to the contract entered into by the memorandum of Nov 24, 1884, and art 6, to interfere by injunction to restrain the company in general confluence from acting under that power?I do not give any opinion upon the question how far the court would have interfered by injunction in order specifically to give an agreement between the company and the plaintiff that he should be an irremovable director. That point raises questions upon which I should not like to give any opinion without having them fully discussed. In my opinion we ought not to interfere in the present case, because there is no such contract between the plaintiff and the company. The memorandum of agreement of Nov 24, 1884, is in no way a contract between the plaintiff and the company. It is said that it was adopted and incorporat ed into the articles, but I cannot accord to that. The company by its directors acted upon the agreement, but that does not make it binding on the company.Then is it incorporated into the articles in such a way as to entitle the plaintiff to say, I have such a contract between me and the company as can be implement by a court of law, and as I might enforce in equity by way of specific performance? That point is understandably settled, I think, by Eley v Positive Government Security Life Assurance Co (4). There two of the members of the court of first instance held, and the other member did not express dissent, that the articles are save a contract between the shareholders inter se, and that though a person in whose favour a stipulation is made in the articles may afterwards have shares allotted to him, he does not by that means become in the same position as if he had entered into a contract with the company. LINDLEY, LJ, said Having regard to the construction put upon s 16 of t he Companies Act of 1862 in the case of Eley v.Positive Government Security Life Assurance Co (4) and subsequent cases, it must be taken as settled that the contract upon which he relies is not a contract upon which he can maintain any action, either on the common law side or the equity side. There might have been some difficulty in arriving at that conclusion if it had not been for the authorities, because it happens that this gentleman has had shares allotted to him, and is therefore a member of the company. Having regard to the terms of s 16, there would be some force, or, at all events, some plausibility, in the argument that, being a Page 9 member, the contract which is referred to in the articles has become binding between the company and him.Of course, that argument is open to this difficulty, that there could be no contract between him and the company until the shares were allotted to him, and it would be remarkable that upon the shares being allotted to him a contract betwe en him and the company, as to a matter not connected with the holding of shares, should arise. In these four cases the article relied upon purported to give specific contractual rights to persons in some capacity other than that of shareholder, and in none of them were members seeking to enforce or protect rights given to them as members in common with the other corporators. The actual decisions amount to this, that an outsider to whom rights purport to be given by the articles in his capacity as such outsider, whether he subsequently becomes a member or not, 1914-15 All ER Rep 900 at 908 cannot sue on such articles treating them as contracts between himself and the company to enforce such rights.Such rights are not part of the general regulations of the company applicable alike to all shareholders and can only exist by virtue of some contract between such non-member and the company, and the subsequent parceling of shares to an outsider in whose favour such an article is inserted does not enable him to sue the company on such an article to enforce rights which are res inter alios acta and not part of the general rights of the corporators as such. The language of some of the judgments appears, however, to go further, as recognised, for instance, by SARGANT, J, in Re Famatina Development Corpn (7) (1914 2 Ch at p 279). The wording of s 14(1) of the Companies (Consolidation) Act, 1908, which is in the same terms as s 16 of the Act of 1862 see now s 20(1) of Companies Act, 1948, is difficult to construe or understand. The company cannot in the ordinary course be bound otherwise than by statute or contract, and it is in this sermon section that its agreement must be found, so far as the members are concerned.The section does not say with whom they are to be deemed to have covenanted, but the section cannot mean that the company is not to be bound when it says it is to be bound, as if, , nor can the section mean that the members are to be under no obligation to the company under the articles in which their rights and duties as corporators are to be found. Much of the difficulty is removed if the company be regarded, as the framers of the section may very well have so regarded it, as being treated in law as a party to its own articles. It seems clear from other authorities that a company is entitled as against its members to enforce and restrain breaches of its regulations see, for example, MacDougall v Gardiner (8) Pender v Lushington (9) and Imperial Hydropathic Hotel Co, Blackpool v Hampson (10). In the last case BOWEN, LJ, said (23 Ch D at p 13) The articles by s 16 are to bind the company and all the shareholders as much as if they had all put their seals to them. It is also clear from some(prenominal) authorities that shareholders as against their company can enforce and restrain breaches of its regulations, and in many of these cases judicial expressions of opinion appear which, in my judgment, it is impossible to disregard. In John son v Lyttles Iron Agency (11) in an action by a shareholder against the company, JAMES, LJ, said (5 Ch D at p 693) The notice did not comply rigorously with the provisions of the contract between the company and the shareholders which is contained in the regulation of Table A In Bradford Banking Co, Ltd v Briggs & Co, Ltd (12) the articles gave the company a quick temper on its members shares, and, in an action by the company to enforce such lien, LORD BLACKBURN said (12 App Cas at p 33) Page 10 The only one of the articles of association which I think it material to notice is the 103rd article, which is as follows The company shall have a first and permanent lien and charge, available at law and in equity, upon every share of every person who is the holder or one of several joint owners thereof for all debts due from him, either alone or collectively with any other person, whether a shareholder or not in the company. John Faint Easby, a coal merchant, became a proprietor of a n umber of shares in the respondent company, and obtained certificates for them. This property in the shares was, by virtue of s 16 of the Companies Act, 1862, already quoted, I think, bound to the company as much as if he had (at the time he became holder of these shares) executed a covenant to the company in the same terms as art 103, but I do not think it was bound any further. 1914-15 All ER Rep 900 at 909In Wood v Odessa Waterworks Co (13) which was an action by the plaintiff on behalf of himself and all other shareholders against the company, STIRLING, J, said (42 Ch D at p 642) The articles of association constitute a contract not merely between the shareholders and the company, but between each individual shareholder and every other. In Salmon v Quin and Axtens, Ltd (14) FARWELL, LJ, referring to this last statement, said (1909 1 Ch at p 318) I think that that is accurate subject to this observation, that it may well be that the court would not enforce the covenant as betwee n individual shareholders in most cases. In Welton v Saffery (15) LORD HERSCHELL, who dissented on the main question from the rest of the House, made the following general observation (1897 AC at p 315) Section 16 of the Act of 1862 provides that the articles of association, when registered, shall bind the company and the members hereof to the same extent as if each member had signed his name and affixed his seal thereto, and there were in such articles contained a covenant on the part of himself, his heirs, executors, and administrators, to conform to all the regulations contained in such articles, subject to the provisions of this Act. The articles thus become in effect a contract under seal by each member of the company, and gravel his rights. They cannot, of course, diminish or affect any liability created by the express terms of the statute but, as I have said, the statute does not purport to settle the rights of the members inter se it leaves these to be opinionated by the articles (or the articles and memorandum together) which are the social contract regulating those rights. I think it was intended to allow for perfect freedom in this respect.It is quite true that the articles constitute a contract between each member and the company, and that there is no contract in turns between the individual members of the company but the articles do not any the less, in my opinion, regulate their rights inter se. Such rights can only be obligate by or against a member through the company, or through the liquidator representing the company but I think that no member has, as between himself and another member, any right beyond that which the contract with the company gives. In all these last-mentioned cases the respective articles sought to be enforced related to the rights and obligations of the members primarily as such, and not to rights of the character dealt with in the four authorities first above referred to.It is difficult to pay these two classes of decisions and the judicial opinions therein expressed, but I think this much is clear first, that no article can constitute a contract between the company and a third person secondly, that no right merely purported to be given by an article to a person, whether a member or not, in a capacity other than that of a member, as, for instance, as solicitor, promoter, or director, can be enforced against the company and, thirdly, articles regulating the rights and obligations of the members generally as such do create rights and obligations between them and the company respectively. Page 11 In Bisgood v Hendersons Transvaal Estates, Ltd (16) BUCKLEY, LJ, said (1908 1 Ch at p 759) The purpose of the memorandum and articles is to set the position of the shareholder as shareholder, not to bind him in his capacity as individual. By s 27 of the Arbitration Act, 1889 see now s 32 of Arbitration Act, 1950 Submission means a written agreement to submit present or future differences to arbitrat ion, whether an arbitrator is named therein or not. 1914-15 All ER Rep 900 at 910The defendants first contention is that art 49 is, on the authorities, a written agreement within the meaning of this section. In Re Lewis, Ex parte Munro (17) which was an action on the Attorneys and Solicitors Act, 1870, it was held that A document containing the terms of an agreement as to the amount of costs payable by a client to his solicitor, assented to by the client, but signed by the solicitor only, is not an agreement in writing within the Attorneys and Solicitors Act, 1870. LORD COLERIDGE, CJ, said It is quite clear that there was no agreement in writing within s 4 of the Act. An agreement in writing within s 4 must be an agreement by both parties, and both parties must sign their names upon the agreement. In Caerleon Tinplate Co v Hughes (18) in an action for the price of goods sold, the bought note signed by the defendants contained a provision for arbitration in case of dispute, while the sold note signed by the plaintiff contained no such provision. It was held that there was no submission within the meaning of the Act, for an agreement to submit to arbitration must be in writing and signed by both parties. Re Lewis (17) was referred to, and DENMAN, J, referring to s 27 of the Arbitration Act, 1889, said (60 LJQB at p 641) In my judgment, there can be no written agreement unless in writing signed by the parties as their agreement, and that written agreement means one in which the terms on both sides are reduced into writing.It is useless to discuss the doctrines here, for the bought and sold notes differ in the essential particular that the former contains a provision which is wholly move out in the latter. WILLS, J, said (ibid) Supposing there were a contract and the parties were ad idem which in fact they were not in this case yet there was no submission under the Act unless there was an agreement in writing by both parties. Re Lewis, Ex parte Munro (17) is conclusive on this point. In the present case the agreement is to be in writing under s 27, and we must hold that both parties must sign their names to it otherwise there might be a conflict of evidence, and a discussion as to what was understood by either party. In Baker v Yorkshire Fire and Life Assurance Co (19) an action was brought on a fire policy which was executed in the usual way by the company, but not by the assured, and it was held that the policy, though not signed by the plaintiff, amounted to a submission to arbitration within the meaning of the Act LORD COLERIDGE, CJ, who had been a party to Re Lewis (17) said (1892 1 QB at pp 145, 146) Page 12 The plaintiff sues on the policy, and by so suing affirms it to be his contract he cannot disaffirm a part of the very contract on which he is suing. He contends that in order to acquire into operation the arbitration clause contained in the policy, the policy must be signed by both parties but the Act of Parliament says noth ing of the kind, and the only apparent justification for the contention is to be found in Caerleon Tinplate Co v Hughes (18). That decision must be interpreted, however, with regard to the particular facts of that case.There was there no complete contract the two documents constituting the contract differed materially in their terms, and the court said it was plain that the parties were never ad idem. A L SMITH, LJ, said (ibid at pp 146, 147) It is said, however, that by the interpretation clause a submission must be a written agreement to refer disputes to arbitration. This, however, is not a 1914-15 All ER Rep 900 at 911 higher interpretation than was necessarily put on the language of the old Act, under which it was the universal practice to refer these cases, and does not mean that in all cases the written agreement to refer must be signed by both parties. It is quite unnecessary to say more as to the decision in Caerleon Tinplate Co v Hughes (18) than that it turned entirely u pon the peculiar facts of the case. The result of these decisions is, I think, that if the submission is in writing and is binding on both parties as their agreement, or as the equivalent in law to an agreement between them, the statute is satisfied. In the present case the plaintiffs action is, in substance, to enforce rights as a member under the articles against the company. The 49th article is a general article applying to all the members as such, and, apart from technicalities, it would seem reasonable that the plaintiff ought not to be allowed, in the absence of any evidence filed by him, to proceed with an action to enforce his rights under the articles which in itself is a breach of his obligation contained therein to submit his disputes with the company to arbitration, and, if the case falls within the Act, I see no reason for exercising my discretion under s 4 in his favour.In my judgment, art 49, for the reasons above referred to, creates rights and obligations enforceabl e as between the plaintiff and the company respectively, and such rights and obligations are contained in a written document, but whether such document is a contract or agreement between the plaintiff and the defendants within s 27 of the Arbitration Act, 1889, depends upon whether the decision in Eley v Positive Government Security Life Assurance Co (4) and the other cases of a similar character above referred to ought to be regarded as only dealing with and applying to articles purporting, first, to contain an agreement with the company and a third person, or, secondly, to define the rights of a shareholder in some capacity other than that of a member of the company.To reconcile the decisions and expressions of judicial opinion above mentioned, some such view should, I think, be adopted, and general articles dealing with the rights of members as such treated as a statutory agreement between them and the company as well as between themselves inter se, and in my judgment, art 49 in the present case does constitute a submission to arbitration within the true meaning and intent of the Arbitration Act. Having regard, however, to the conclusion to which I have come on the second contention raised by the defendants, it is not necessary for me to base my decision upon this ground alone and upon the opinion I have so expressed.The defendants second contention is that the contract contained in the plaintiffs application for membership, and the defendants acceptance of it, amounts to a submission within the Act. On 8 November 1905, the plaintiff wrote to the company, through its secretary I wish to become a member of the Kent Sheep Breeders Association. Will you kindly take the necessary steps? That was answered by a letter from the secretary, in which he said If you will fill in the inclosed form I shall have great sport in submitting it to the next council meeting. Page 13 The form inclosed was signed by the plaintiff. It stated that the plaintiff wished to becom e a member of the association and agreed to pay an entrance fee, subscriptions, and fees for entry of sheep, and to conform to the rules and regulations of the association.At a meeting of the council of the association held on December 12 the plaintiffs project was accepted and he was elected a member of the defendant company. Notice of such acceptance was given to the plaintiff in a letter of December 14 by the secretary, which informed him he was elected a member of the association at the council meeting held on the 12th. In consideration of being elected a member and of his offer to join the association being accepted, the plaintiff contracted in writing with the association to conform to its rules and regulations. One of such regulations was a general submission to arbitration of all differences between the 1914-15 All ER Rep 900 at 912 ssociation and any of its members as such, amply wide enough to cover the matters in dispute in this action. The association at the date of the contract was already bound to each and all its corporators to act in conformity with such regulations, and was at the date of the writ in this action, and has been since, ready, and willing to so act It is submitted on behalf of the plaintiff that at the date of this contract he may have known nothing about art 49, and that as the council of the association have power under its articles to make further by-laws and regulations as to certain matters therein referred to, the plaintiffs offer may have referred to these.The plaintiff has, however, filed no evidence in support of this, and the articles not only constitute the rules and regulations of the company, but refer to the rules and regulations of the association as, contained in them, and I am unable to accept this contention. In my judgment, the contract so made between the plaintiff and the association is also a submission in writing within the true meaning and intent of the Arbitration Act, and I make an order to stay under s 4 and direct that the matters in dispute in this action be referred to arbitration accordingly. Solicitors Walters & Co Ernest Simmons & Co. Reported by GP LANGWORTHY, ESQ, Barrister-at-Law.