Case Laws for Commercial Laws

LGEAL PERSONALITY Foss v Harbottle (1843) 67 ER 189 is a leading English precedent in corporate law. In any action in which a wrong is alleged to have been done to a company, the proper claimant is the company itself. This is known as â€Å"the rule in Foss v Harbottle†, and the several important exceptions that have been developed are often described as â€Å"exceptions to the rule in Foss v Harbottle†. Amongst these is the ‘derivative action', which allows a minority shareholder to bring a claim on behalf of the company. This applies in situations of ‘wrongdoer control' and is, in reality, the only true exception to the rule. The rule in Foss v Harbottle is best seen as the starting point for minority shareholder remedies Judgement The court dismissed the claim and held that when a company is wronged by its directors it is only the company that has standing to sue. In effect the court established two rules. Firstly, the â€Å"proper plaintiff rule† is that a wrong done to the company may be vindicated by the company alone. Secondly, the â€Å"majority rule principle† states that if the alleged wrong can be confirmed or ratified by a of members in a general meeting, then the court will not interfere, Edwards v Halliwell [1950] 2 All ER 1064 is a UK labour law and UK company law case about the internal organisation of a trade union, or a company, and litigation by members to make an executive follow the organisation's internal rules Some members of the National Union of Vehicle Builders sued the executive committee for increasing fees. Rule 19 of the union constitution required a ballot and a two third approval level by members. Instead a delegate meeting had purported to allow the increase without a ballot. Jenkins LJ granted the members' application. He held that under the rule in Foss v Harbottle the union itself is prima facie the proper plaintiff and if a simple majority can make an action binding, then no case can be brought. But there are exceptions to the rule. First, if the action is ultra vires a member may sue. Second, if the wrongdoers are in control of the union's right to sue there is a â€Å"fraud on the minority†, and an individual member may take up a case. Third, as pointed out by Romer J in Cotter v National Union of Seamen[1] a company should not be able to bypass a special procedure or majority in its own articles. This was relevant here. And fourth, as here, if there is an invasion of a personal right. Here it was a personal right that the members paid a set amount in fees and retain Salomon v A Salomon ; Co Ltd [1897] AC 22 is a landmark UK company law case. The effect of the Lords' unanimous ruling was to uphold firmly the doctrine of corporate personality, as set out in the Companies Act 1862, so that creditors of an insolvent company could not sue the company's shareholders to pay up outstanding debts. membership as they stood before the purported alterations. Facts Mr Aron Salomon made leather boots and shoes in a large Whitechapel High Street establishment. He ran his business for 30 years and â€Å"he might fairly have counted upon retiring with at least ? 10,000 in his pocket. † His sons wanted to become business partners, so he turned the business into a limited company. His wife and five eldest children became subscribers and two eldest sons also directors. Mr Salomon took 20,001 of the company's 20,007 shares. The price fixed by the contract for the sale of the business to the company was ? 9,000. According to the court, this was â€Å"extravagent† and not â€Å"anything that can be called a business like or reasonable estimate of value. † Transfer of the business took place on June 1, 1892. The purchase money the company paid to Mr Salomon for the business was ? 20,000. The company also gave Mr Salomon ? 10,000 in debentures (i. e. , Salomon gave the company a ? 10,000 loan, secured by a charge over the assets of the company). The balance paid went to extinguish the business's debts (? ,000 of which was cash to Salomon). Soon after Mr Salomon incorporated his business a series of strikes in the shoe industry led the government, Salomon's main customer, to split its contracts among more firms (the government wanted to diversify its supply base to avoid the risk of its few suppliers being crippled by strikes). His warehouse was full of unsold stock. He and his wife lent the company money. He cancelled his debentures. But the company needed more money, and they sought ? 5,000 from a Mr Edmund Broderip. He assigned Broderip his debenture, the loan with 10% interest and secured by a floating charge. But Salomon's business still failed, and he could not keep up with the interest payments. In October 1893, Mr Broderip sued to enforce his security. The company was put into liquidation. Broderip was repaid his ? 5,000, and then the debenture was reassigned to Salomon, who retained the floating charge over the company. The company's liquidator met Broderip's claim with a counter claim, joining Salomon as a defendant, that the debentures were invalid for being issued as fraud. The liquidator claimed all the money back that was transferred when the company was started: rescission of the agreement for the business transfer itself, cancellation of the debentures and repayment of the balance of the purchase money. Lee v Lee’s Air Farming Ltd [1961] AC 12 is a UK company law case, concerning the veil of incorporation and separate legal personality. The Privy Council reasserted that a company is a separate legal entity, so that a director could still be under a contract of employment with the company he solely owned. Facts Mrs Lee’s husband formed the company through Christchurch accountants, which worked in Canterbury, New Zealand. It spread fertilisers on farmland from the air, known as top dressing. Mr Lee held 2999 of 3000 shares, was the sole director and employed as the chief pilot. He was killed in a plane crash. Mrs Lee wished to claim under the Workers’ Compensation Act 1922, and he needed to be a ‘worker’, or ‘any person who has entered into or works under a contract of service†¦ with an employer†¦ whether remunerated by wages, salary or otherwise. The company was insured (as required) for worker compensation. The Court of Appeal of New Zealand said Lee could not be a worker when he was in effect also the employer. North J said[1] â€Å"the two offices are clearly incompatible. There would exist no power of control and therefore the relationship of master-servant was not created. ADVICE The Privy Council advised that Mrs Lee was entitled to co mpensation, since it was perfectly possible for Mr Lee to have a contract with the company he owned. The company was a separate legal person. Lord Morris of Borth-y-Gest said It was never suggested (nor in their Lordships’ view could it reasonably have been suggested) that the company was a sham or a mere simulacrum. It is well established that the mere fact that someone is a director of a company is no impediment to his entering into a contract to serve the company. If, then, it be accepted that the respondent company was a legal entity their Lordships see no reason to challenge the validity of any contractual obligations which were created between the company and the deceased†¦ It is said that the deceased could not both be under the duty of giving orders and also be under the duty of obeying them. But this approach does not give effect to the circumstance that it would be the company and not the deceased that would be giving the orders. Control would remain with the company whoever might be the agent of the company to exercise†¦ There appears to be no great difficulty in holding that a man acting in one capacity can make a contract with himself in another capacity. The company and the deceased were separate legal entities. Perpetual Real Estate Services, Inc. v. Michaelson Properties Facts Aaron Michaelson formed Michaelson Properties, Inc in 1981. Aaron was the sole shareholder and the corporation's president. It was a business for real estate joint ventures. It entered a joint venture with Perpetual Real Estates (forming a partnership called â€Å"Arlington Apartment Associates†) to build condominiums. As they were building, further finance was needed. Michaelson Properties Inc could not put up its share, so Perpetual loaned it $1. 05m, and got a personal guarantee from Aaron. The apartments did not turn out to be built that well. Purchasers sued the partnership successfully for $950,000. Perpetual Real Estates paid it off on the partnership's behalf. Then they sought Michaelson Properties Inc to contribute its share. It did not have the money, and went bust. So they sued Aaron to pay. He argued that Michaelson Properties, Inc was a separate legal person to him, and it was inappropriate to pierce the corporate veil. At first instance the jury held Aaron should pay. Aaron appealed. Judgment Wilkinson J noted that Virginia law had assiduously upheld the â€Å"vital economic policy† of respecting a corporation as a separate legal entity, since it underpinned the operation of vast enterprises. He emphasised that the veil would only be lifted where a defendant exercises â€Å"undue domination and control† and uses the corporation as â€Å"a device or sham†¦ to disguise wrongs, obscure fraud, or conceal crime. â€Å"[1] He said the description of the law which the jury had heard was in a â€Å"rather soggy state† and emphasised that it was not enough that â€Å"an injustice or fundamental unfairness† would be perpetrated. â€Å"The fact,† he continued, â€Å"that limited liability might yield results that seem â€Å"unfair† to jurors unfamiliar with the function of the corporate form cannot provide a basis for piercing the veil. Because there was no evidence that Aaron was attempting to defraud anybody, the veil could not be lifted. There was no â€Å"unfair siphoning of funds† when Aaron paid himself a dividend, because distribution was entirely foreseeable when the money was given, and the distribution happened well before any suit was filed. The fact that Aaron had given personal guarantees strengthened the corporate veil presumption, because the transactions recognized it existed. Veil lifting by the courts (1) Where company is a Sham or Facade Adams v Cape Industries English law has suggested a court can only lift the corporate veil when (1) construing a statute, contract or other document; (2) if a company is a â€Å"mere facade† concealing the true facts, or (3) when a subsidiary company was acting as an authorised agent of its parent, and apparently not so just because â€Å"justice requires† or to treat a group of companies as a single economic unit, in the case of tort victims, the House of Lords suggested a remedy would in fact be available. In Lubbe v Cape plc[1] Lord Bingham held that the question of proving a duty of care being owed between a parent company and the tort victims of a subsidiary would be answered merely according to standard principles of negligence law: generally whether harm was reasonably foreseeable. the decision in Yukong Line Ltd of Korea v Rendsburg Investment Corpn of Liberia (No 2) [1998] 2 BCLC 485 was timely in pointing out that creditors have no standing, individually or collectively to bring an action in respect of any such duty. Toulson J, held that a director of an insolvent company who, in breach of duty to the company, transferred assets beyond the reach of its creditors owed no corresponding fiduciary duty to an individual creditor of the company. The appropriate means of redress was for the liquidator to bring an action for misfeasance (the Insolvency Act 1986, section 212). ?Notwithstanding the logistical issue of locus standi raised by Toulson J. the question of directors’ duties to creditors again emerged in two recent decisions of the Companies Court 2) Where the company is used for a fraudulent purpose Sri Jaya Berhad v RHB Berhad The courts in Singapore thus far have been reluctant to pierce the corporate veil when called upon to do so and indicated that they would only exercise their power when called upon to do so sparingly . Re Darby, ex parte Brougham [1911] 1 KB 95 is a UK company law case concerning piercing the corporate veil. It is a clear example of the courts ignoring the veil of incorporation where a company is used to conceal a fraudulent operation. Facts Darby and Gyde were undischarged bankrupts with convictions for fraud. They registered a company called City of London Investment Corporation Ltd (LIC) in Guernsey. It had seven shareholders and issued ? 11 of its nominal capital of ? 100,000. Darby and Gyde were the only directors and entitled to all profits. The company purported to register and float a company in England called Welsh Slate Quarries Ltd, for ? 30,000. It bought a quarrying licence and plant for ? 3500 and sold this to WSQ for ? 18,000. The prospectus invited the public to take debentures in WSQ. It stated the name of LIC, but not Darby and Gyde, or the fact that they would receive the profit on sale. WSQ failed and went into liquidation. The liquidator claimed Darby’s secret profit, which he made as a promoter. Darby objected that the LIC and not him was the promoter. Judgment Phillimore J rejected the argument. LIC ‘was merely an alias for themselves just as much as if they had announced in the Gazette that they were in future going to call themselves ‘Rothschild ; Co’. They were ‘minded to perpetrate a very great fraud’ __________________________ Creation of Agency (1) Actual Authority The doctrine of estoppel comes into play here to prevent a principal from asserting to a third party that the agent has authority when in fact he does not, and then subsequently the principal seeks to renege on an agreement on the basis that the agent never had actual authority. In law, apparent authority refers to the authority of an agent as it appears to others,[3] and it can operate both to enlarge actual authority and to create authority here no actual authority exists. [4] The law relating to companies and to ostensible authority are in reality only a sub-set of the rules relating to apparent authority and the law of agency generally, but because of the prevalence of the issue in relation to corporate law (companies, being artificial persons, are only ever able to act at all through their human agents), it has developed its own specific body of cas e law. However, some jurisdictions use the terms interchangeably. In Freeman and Lockyer v Buckhurst Park Properties (Mangal) Ltd [1964] 2 QB 480 the director in question managed the company's property and acted on its behalf and in that role employed the plaintiff architects to draw up plans for the development of land held by the company. The development ultimately collapsed and the plaintiffs sued the company for their fees. The company denied that the director had any authority to employ the architects. The court found that, while he had never been appointed as managing director (and therefore had no actual authority, express or implied) his actions were within his ostensible authority and the board had been aware of his conduct and had acquiesced in it. Diplock LJ identified four factors which must be present before a company can be bound by the acts of an agent who has no authority to do so; it must be shown that: 1. a representation that the agent had authority to enter on behalf of the company into a contract of the kind sought to be enforced was made to the contractor; 2. uch a representation was made by a person or persons who has ‘actual' authority to manage the business of the company, either generally or in respect of those matters to which the contract relates; 3. the contractor was induced by such representation to enter into the contract, i. e. that he in fact relied upon it; and 4. under its memorandum or articles of association the company was not deprived of the capacity either to enter into a contract of the kind sought to be enforced or to delegate authority to enter into a contract of that kind to an agent. The agent must have been held out by someone with actual authority to carry out the transaction and an agent cannot hold himself out as having authority for this purpose. [5] The acts of the company as principal must constitute a representation (express or by conduct) that the agent had a particular authority and must be reasonably understood so by the third party. In determining whether the principal had represented his agent as having such authority, the court has to consider the totality of the company's conduct. 6] The most common form of holding out is permitting the agent to act in the conduct of the company's business, and in many cases this is inferred simply from allowing the agent to use a particular title, such as ‘finance director'. The apparent authority must not be undermined by any limitations on the company's capacity or powers found in the memorandum or articles of association, although in many countries, the effect of this is reduced by company law reforms abo lishing or restricting the application of the ultra vires doctrine to companies. 7] However, statutory reforms do not affect the general principle that a third party cannot rely upon ostensible authority where it is aware of some limitation which prevents the authority arising, or is put on enquiry as to the extent of an individual's authority. [8] In some circumstances, the very nature of a transaction would be held to put a person on enquiry. Facts Lord Suirdale (Richard Michael John Hely-Hutchinson) sued Brayhead Ltd for losses incurred after a failed takeover deal. The CEO, chairman and de facto managing director of Brayhead Ltd, Mr Richards, had guaranteed repayment of money, and had indemnified losses of Lord Suirdale in return for injection of money into Lord Suirdale's company Perdio Electronics Ltd. Perdio Ltd was then taken over by Brayhead Ltd and Lord Suirdale gained a place on Brayhead Ltd's board, but Perdio Ltd's business did not recover. It went into liquidation, Lord Suirdale resigned from Brayhead Ltd’s board and sued for the losses he had incurred. Brayhead Ltd refused to pay on the basis that Mr Richards had no authority to make the guarantee and indemnity contract in the first place. Roskill J held Mr Richards had apparent authority to bind Brayhead Ltd, and the company appealed. That has been done in the judgments of this court in Freeman ; Lockyer v Buckhurst Park Properties (Mangal) Ltd. [1] It is there shown that actual authority may be express or implied. It is express when it is given by express words, such as when a board of directors pass a resolution which authorises two of their number to sign cheques. It is implied when it is inferred from the conduct of the parties and the circumstances of the case, such as when the board of directors appoint one of their number to be managing director. They thereby impliedly authorise him to do all such things as fall within the usual scope of that office. Actual authority, express or implied, is binding as between the company and the agent, and also as between the company and others, whether they are within the company or outside it. Ostensible or apparent authority is the authority of an agent as it appears to others. It often coincides with actual authority. Thus, when the board appoint one of their number to be managing director, they invest him not only with implied authority, but also with ostensible authority to do all such things as fall within the usual scope of that office. Other people who see him acting as managing director are entitled to assume that he has the usual authority of a managing director. But sometimes ostensible authority exceeds actual authority. For instance, when the board appoint the managing director, they may expressly limit his authority by saying he is not to order goods worth more than ? 00 without the sanction of the board. In that case his actual authority is subject to the ? 500 limitation, but his ostensible authority includes all the usual authority of a managing director. The company is bound by his ostensible authority in his dealings with those who do not know of the limitation. He may himself do the â€Å"holding-out. † Thus, if he orders goods worth ? 1,000 and signs himself â€Å"Managin g Director for and on behalf of the company,† the company is bound to the other party who does not know of the ? 00 limitation (2) Apparent Authority An ‘apparent’ or ‘ostensible’ authority, on the other hand, is a legal relationship between the principal and the contractor created by a representation, made by the principal to the contractor, intended to be and in fact acted upon by the contractor, that the agent has authority to enter on behalf of the principal into a contract of a kind within the scope of the ‘apparent’ authority, so as to render the principal liable to perform any obligations imposed upon him by such contract. To the relationship so created the agent is a stranger. He need not be (although he generally is) aware of the existence of the representation but he must not purport to make the agreement as principal himself. The representation, when acted upon by the contractor by entering into a contract with the agent, operates as an estoppel, preventing the principal from asserting that he is not bound by the contract. It is irrelevant whether the agent had actual authority to enter into the contract. In ordinary business dealings the contractor at the time of entering into the contract can in the nature of things hardly ever rely on the ‘actual’ authority of the agent. His information as to the authority must be derived either from the principal or from the agent or from both, for they alone know what the agent’s actual authority is. All that the contractor can know is what they tell him, which may or may not be true. In the ultimate analysis he relies either upon the representation of the principal, that is, apparent authority, or upon the representation of the agent, that is, warranty of authority. The representation which creates ‘apparent’ authority may take a variety of forms of which the commonest is representation by conduct, that is, by permitting the agent to act in some way in the conduct of the principal’s business with other persons. By so doing the principal represents to anyone who becomes aware that the agent is so acting that the agent has authority to enter on behalf of the principal into contracts with other persons of the kind which an agent so acting in the conduct of his principal’s business has usually ‘actual’ authority to enter into. | First International v Hungarian International Bank| An agent who had no apparent authority to conclude a transaction might nevertheless have apparent authority to make representations of fact concerning it, such as the fact that his principal had given the necessary approval for it. The Court of Appeal dismissed an appeal by the defendant, Hungarian International Bank Ltd, and upheld a decision of Judge Michael Kershaw QC, sitting as a deputy High Court judge in the Commercial Court on 23 October 1991, giving judgment for the plaintiff, First Energy (UK) Ltd. The case concerned an alleged contract under which the defendant was to provide the plaintiff with business finance. One of the issues was whether the defendant's agent had ostensible authority to communicate the offer upon which the contract was based. The judge held that he did, and that the plaintiff accepted that offer, so creating the contract. Mary Arden QC and Michael Todd (Chaffe Street, Manchester) for the defendant; Giles Wingate-Saul QC and Andrew Sander (Davies Arnold Cooper) for the plaintiff. LORD JUSTICE STEYN said a theme that ran through the law of contract was hat the reasonable expectations of honest men must be protected. It was not a rule or principle of law. But if the prima facie solution to a problem ran counter to reasonable expectations of honest men, this criterion sometimes required a rigorous re-examination of the problem to ascertain whether the law did compel demonstrable unfairness. In the present case, if their Lordships were to accept the implication s which the defendant had placed on observations of the House of Lords in Armagas Ltd v Mundogas SA (1986) 1 AC 717, it would frustrate the reasonable expectations of the parties. The plaintiff's case was that the defendant's agent, while not authorised to enter into the transaction, did have ostensible authority to communicate his head office's approval of the financing facility. He had sent the plaintiff a letter to this effect, which the judge held amounted to an offer capable of acceptance by the plaintiff. The law recognised that in modern commerce an agent who had no apparent authority to conclude a particular transaction might sometimes be clothed with apparent authority to make representations of fact. A decision that the agent did not have such authority would defeat the reasonable expectation of the parties. It would also fly in the face of the way in which in practice negotiations were conducted between trading banks and trading customers who sought commercial loans. RATIFICATION The agent whose act is sought to be ratified must have purported to act for the principal: Keighley, Maxstead ; Co v Durant [1901, UK], endorsed by Crowder v McAlister [1909, Qld] per Cooper CJ – â€Å"There can be no ratification of a contract by a person sought to be made liable as a principal, unless the person who made the contract professed to be acting on behalf of the other at the time. Keighley, Maxstead ; Co v Durant [1901, UK]: An agent had authority to purchase grain up to a particular price. Ended up contracting to pay too much, KMCo first decide to ratify, then change their minds. Problem was that the contract was in the name of the agent and of D. D sues, but loses. a. At the time the act was done the agent must have had a competent principal: Corporations Law – s 131(1). b. At the time of ratification the principal must be legally capable of doing the act himself. c. The principal must have full knowledge of all material facts relating to the act to be ratified. Ratification must take place within a reasonable time of the agent’s act unless the contract stipulates another more specific timeframe. The principal has no right to see if market conditions improve, or similar, before ratifying: Prince v Clark (1823). Ratification: entering into an unauthorised contract The principles of ratification Where an agent enters into an unauthorised contract, the principle may be happy to adopt it. This can be done by the process of ratification. For ratification to be available, however, the agent must purport to act on behalf of a principle, the principle must be in existence at the time of the contract, and the principle must have capacity. The agent must purport to act on behalf of a principle Because the agent must purport to be acting on behalf of another, ratification is not available where the principle is undisclosed. The third party must know that there is, or is supposed to be, a principle in the background. If the third party thinks that the agent is acting on his or her own account, no later ratification will be possible. The principle must be in existence at the time of the contract The second requirement for ratification, that is, that the principle is in existence at the time of ratification, arises mainly in relation to contracts made on behalf of new companies which are being formed. In Kelner v Baxter, it was held that if the company was not existence (in that it had not been incorporated) at the time of the contract, it could not later ratify the agreement. The purported ‘agents’, the promoters of the company, were therefore personally liable. Such personal liability is now imposed by statute, by virtue of s 36C of the Companies Act 1985. The principle must have capacity The final requirement is that the principle must have capacity. There are in theory two aspects to this rule. The first rule is that the principle must have capacity to make the transaction at the time of the contract. This has most obvious relevance to minors, who want to ratify after reaching majority. It could also apply to contracts made outside the powers of a company. The second aspect is that the principle must have capacity at the time of ratification. This was applied in Grover and Grover Ltd v Matthews. A contract of fire insurance was purported to be ratified after a fire had destroyed the property which was the subject of the insurance. It was held that this was ineffective because at the time of the purported ratification the principle could not have made the contract himself (because the property no longer existed). ‘Capacity’ is thus being given a rather broader meaning than usual, to cover the issue as to whether the principle would have in practice been able to make the contract in question. Ratification is retrospective in its effect, and the original contract must be treated as if it had been authorised from the start. This was confirmed by the Court of Appeal in Presentaciones Musicales SA v Secunda. The implications of this rule are clear from the decision in Bolton Partners v Lambert. Bolton Partners owned a factory, which Lambert offered to buy. This offer was accepted by the managing director, though in fact he had no authority to do this. On 13 January, there was a disagreement, and Lambert withdrew his offer. On 17 January, Bolton Partners started proceedings for breach of contract. On 28 January, the Board of Directors of Bolton Partners ratified the actions of the managing director. Lambert argued that this ratification came too late, but the Court of Appeal held that it had retrospectively validated the original contract, and that Lambert’s attempt to withdraw was therefore ineffective. INDOOR MANAGEMENT RULE and LIABLITY OF CRIMINAL and TORTOUS ACTS Royal British Bank v Turquand (1856) 6 E;B 327 is a UK company law case that held people transacting with companies are entitled to assume that internal company rules are complied with, even if they are not. This â€Å"indoor management rule† or the â€Å"Rule in Turquand's Case† is applicable in most of the common law world. It originally mitigated the harshness of the constructive notice doctrine, and in the UK it is now supplemented by the Companies Act 2006 sections 39-41. The rule in Turquand's case was not accepted as being firmly entrenched in law until it was endorsed by the House of Lords. In Mahony v East Holyford Mining Co[1] Lord Hatherly phrased the law thus: When there are persons conducting the affairs of the company in a manner which appears to be perfectly consonant with the articles of association, those so dealing with them externally are not to be affected by irregularities which may take place in the internal management of the company. So, in Mahoney, where the company's articles provided that cheques should be signed by any two of the three named directors and by the secretary, the fact that the directors who had signed the cheques had never been properly appointed was held to be a matter of internal management, and the third parties who received those cheques were entitled to presume that the directors had been properly appointed, and cash the cheques. The position in English law is now superseded by section 40 of the Companies Act 2006,[2] but the Rule in Turquand's Case is still applied throughout many common law jurisdictions in the Commonwealth. According to the Turquand rule, each outsider contracting with a company in good faith is entitled to assume that the internal requirements and procedures have been complied with. The company will consequently be bound by the contract even if the internal requirements and procedures have not been complied with. The exceptions here are: if the outsider was aware of the fact that the internal requirements and procedures have not been complied with (acted in bad faith); or if the circumstances under which the contract was concluded on behalf of the company were suspicious. However, it is sometimes possible for an outsider to ascertain whether an internal requirement or procedure has been complied with. If it is possible to ascertain this fact from the company's public documents, the doctrine of disclosure and the doctrine of constructive notice will apply and not the Turquand rule. The Turquand rule was formulated to keep an outsider's duty to inquire into the affairs of a company within reasonable bounds, but if the compliance or noncompliance with an internal requirement can be ascertained from the company's public documents, the doctrine of disclosure and the doctrine of constructive notice will apply. If it is an internal requirement that a certain act should be approved by special resolution, the Turquand rule will therefore not apply in relation to that specific act, since a special resolution is registered with Companies House (in the United Kingdom), and is deemed to be public information. Liability In English law, a corporation can only act through its employees and agents so it is necessary to decide in which circumstances the law of agency or vicarious liability will apply to hold the corporation liable in tort for the frauds of its directors or senior officers. If liability for the particular tort requires a state of mind, then to be liable, the director or senior officer must have that state of mind and it must be attributed to the company. In Meridian Global Funds Management Asia Limited v. Securities Commission [1995] 2 AC 500, two employees of the company, acting within the scope of their authority but unknown to the directors, used company funds to acquire some shares. The question was whether the company knew, or ought to have known that it had acquired those shares. The Privy Council held that it did. Whether by virtue of their actual or ostensible authority as agents acting within their authority (see Lloyd v Grace, Smith ; Co. [1912] AC 716) or as employees acting in the course of their employment (see Armagas Limited v Mundogas S. A. [1986] 1 AC 717), their acts and omissions and their knowledge could be attributed to the company, and this could give rise to liability as joint tortfeasors where the directors have assumed responsibility on their own behalf and not just on behalf of the company. So if a director or officer is expressly authorised to make representations of a particular class on behalf of the company, and fraudulently makes a representation of that class to a Third Party causing loss, the company will be liable even though the particular representation was an improper way of doing what he was authorised to do. The extent of authority is a question of fact and is significantly more than the fact of an employment which gave the employee the opportunity to carry out the fraud.

Impact of the European Economic Crisis

What determines whether or not a resource is scarce? Why is the concept of scarcity important to the definition of economics? The determination of whether a resource is scarce is its supply in relation to demand such as land, labor capital and human capital. If there is not sufficient amount of resource to satisfy the demands, then resources are set to be scarce. On the other hand if supply exceeds it demand, then the resource is not scare not only that if the supply of a goods or service is low, the market price will rise, providing there is sufficient demand from consumers. Goods and services that are in plentiful supply will have a lover market value because supply can easily meet the demand from consumer. However there is excess supply in a market, then we can expect to see price fall. The concept of scarcity is because in order to differentiate good in relation to the market, because of the scarcity of resources we need an economic system to determine where and who gets the resources. In capitalism it is the free market system that determines this. In socialism the government owns the resources and determines who gets them. . In the coordinate system of graphs, there are two main relationships between two variables. With the use of numerical examples, describe these two relationships. The two variables is positive means when two variables changes in the same direction and negative means when two variables changes in opposite directions, the relationship is when one variable rises the other variable falls. Positive relations is to say the I need to ex ercise 5 hrs a week to loss 2lbs so the next week I will have to work 10 hrs a week to loss 4lbs and 15 hrs to loss 6lbs so on. Negative is buy 1 CD for $5 and when you by three it is 10 so you will pay $3. 33 for one CD on so on . 3. Why is choice important in economics? What are the costs of choice? Choice is important in economics because of is the scarcity of goods in the marketplace. Scarcity means that goods are limited in the marketplace, and consumers must choose wisely which items they will purchase to meet their needs or wants. Consumers will place an internal value on goods they purchase partly based on the available amount of the good. Scarcer goods will force consumers to purchase these items first, making the economic choice easier for them. Cost choice is the value given up when choosing to purchase one item over another. The item not purchased represents an opportunity cost, the second-best item available, that the consumer lost purchasing a different item. For example you have to buy $100 worth of groceries but you only have 75, so you decide to forgo and buy the necessary basic food item that is needed like bread, milk, water, etc. The Role of Choice in Economics | How. com  http://www. ehow. com/about_5398568_role-choice-economics. html#ixzz1jBKaEUeF

Alternate Work Arrangements Essay Example | Topics and Well Written Essays - 500 words

Alternate Work Arrangements - Essay Example Some of the possible negative outcomes for employers and/or employees related to alternative work arrangements include the challenges related to the appropriate functioning of such programs for employers as well as employees, dealing with issues related to the training of employees, supervision of work, and evaluation of employees’ performance. Besides, it becomes more difficult for the employees to maintain effective coordination with peers and bosses in such a work arrangement. In addition, some managers find it hard to adjust to such unusual working arrangements, and thus their efficiency and productivity might be negatively affected by them. What types of factors are influencing organizations to consider using alternative work arrangements? Explain how alternative work arrangements can address the problems/issues that are raised by these factors. There are three major factors that are influencing organizations to consider using alternative work arrangements, namely workers’ needs, expectations, and desires for greater flexibility in the workplace; fuel consumption and fuel costs related to commuting, and the impact of carbon footprint related to it; and the restrictive impact caused by the financial global crisis on the job opportunities. In the present age, when cost of living has increased tremendously, people not only need to have multiple sources of income in order to be able to make a living, but also need to acquire new skills and competences so that they become eligible for more opportunities. This places a need before them to pay due attention to academia as well as industry. In addition to that, people also have to take care of their families, and there are so many other commitments. All of these factors make alternative work arrangements a more convenient option for a vast majority of employees. Alternative work arrangements can address the problems posed by these factors by increasing the rate of employee retention,

The consequences of the 1979 Iranian Revolution for Democracy, Term Paper

The consequences of the 1979 Iranian Revolution for Democracy, Freedom, and Justice in Iran - Term Paper Example The 1979 Iranian Revolution is ‘Never’ Successful According to some scholars, the governing clerics originally thought that the intellectuals and technocrats were inconsequential and that the state machinery could be transformed into something simpler to complement their motives (Lotfalian, 2009). It has been argued that Khomeini’s belief that the institutions of religious education are able to supervise state affairs is accurate. The requirements and value of the state were relaxed to suit the experience and knowledge of those occupying important government positions (Ganji, 2003). But it is the contention of this paper that Iran has greatly endured this ruinous strategy of ‘loyalty to the regime above technical and professional competence’ (Ganji, 2003, 209). The administration of the Akhonds has been unsuccessful in all aspects of nation building. Pervasive corruption has deeply worsened the impacts of its ineffectiveness, ignorance, and preferenti al treatment. The utmost justification of Akhond’s rule was that they would abolish the reliance of Iran on foreign countries and would be genuinely self-sufficient and autonomous. Their regime was to play as an exemplar for ‘the exploited and poor nations’ (Milani, 1993, 359). The rule was to consolidate the Muslim societies across the globe. Its objective was to communicate its revolution to every Islamic community. Yet, the agricultural and industrial sectors of Iran, according to Milani (1993), are wobbling and more reliant on overseas support and imports than ever before. Multinational firms and foreign investors are now gaining more success to the detriment of the local population. The revolution is greatly opposed and ruined in Iran that even the proposal for its transmission to other Muslim communities seems absurd. There are arguments that the Iranian revolution successfully attained its objective and ideology for building a new society. It commenced wit h a vow to improve the standard of living and build a democratic, just, and free society. Yet, it is the contention of this paper that after three decades, what the 1979 Iranian revolution has actually created is a system that has neither a rational or avant-garde foundation, nor a revolutionary blueprint for the nation. According to Kazemi (2003), it fails to carry a humanistic and moral bases and religious authority. Fundamentally, it has become an arrogant, authoritarian regime. The mullahs have been successful in retaining their powers through frauds, corruptions, and violence, yet their status is quite unsteady at present (Ganji, 2003). Obviously they have proved that they are willing to take any measure to remain in power, such as prioritizing over Islam the reinforcement of political control and to the detriment of the people and the nation. The leader of the invincible Assembly of Experts, Akhond Ali Meshkini, proclaimed in 2000 that â€Å"Ayatollah Khamenei’s powers are absolute and subject to no limitations of any kind. Popular elections have no influence on the matter. Until divine justice is restored on earth, he has guardianship over the goods and the souls of men†

Project paper Research Example | Topics and Well Written Essays - 1750 words

Project - Research Paper Example External requirements for funding persist to cause susceptibility of the financial system. Self-confidence in the financial system amongst overseas stakeholders remains huge, which implies a BOP deficit is improbable. Payment threats among the banking industry are anticipated to become unimportant, while financial support problems as well as exchange exposure is preventing Turkish companies’ creditworthiness (Duman, 2011). This paper is going to do a risk assessment of Turkey, carry out a budget analysis and finally draw a proposal that will be submitted to the  state executives of the host nation. The political climates of Turkey have in history been a cause of fiscal and social nervousness in the state. Armed forces coups with feeble coalition regimes have added to reckless financial guiding principles which have resulted in great inflation along with sharp rise and falls between recoveries and recessions in the financial structure (Duman, 2011). The voting during 2002 was a defining moment with the success of the fair Islamic people and publicly conventional AK lobby group. Electoral achievement offered the State an authorization to execute numerous essential political as well as financial restructurings that have brought the nation near to the European Union. Temporarily, Turkish nation plays a gradually more distinct political function in the Asia continent as well as N. Africa (Duman, 2011). There has been tension involving the AK group as well as secular in addition to armed forces divisions since the ballot vote of 2002. Numerous contentious trials in opposition to the armed forces, company executives, reporters and inhabitants signify divisions inside Turkish culture and have resulted in the sovereignty of the lawful structure into question. In the side of Turkeys history, better resident control against the forces is intensifying the state’s political

Aviation Law Case Study Example | Topics and Well Written Essays - 2500 words

Aviation Law - Case Study Example (a) that the flight can safely be made, taking into account the latest information available as to the route and aerodrome to be used, the weather reports and forecasts available and any alternative course of action which can be adopted in case the flight cannot be completed as planned; (c) that the aircraft is in every way fit for the intended flight, and that where a certificate of maintenance review is required by article 14(1) to be in force, it is in force and will not cease to be in force during the intended flight; (e) in the case of a flying machine or airship, that sufficient fuel, oil and engine coolant (if required) are carried for the intended flight, and that a safe margin has been allowed for contingencies, and, in the case of a flight for the purpose of public transport, that the instructions in the operations manual relating to fuel, oil and engine coolant have been complied with; x x x " [Emphasis supplied] 'Commander' in relation to an aircraft means the member of the flight crew designated as commander of that aircraft by the operator, or, failing such a person, the person who is for the time being the pilot in command of the aircraft; [Emphasis supplied] In the situation given, it is clear tha... ion to an aircraft means the member of the flight crew designated as commander of that aircraft by the operator, or, failing such a person, the person who is for the time being the pilot in command of the aircraft; [Emphasis supplied] In the situation given, it is clear that Carl was the commander of the aircraft for purposes of Article 52 of the ANO because Carl was the pilot in command of the aircraft. As a commander, it is therefore Carl's responsibility to conduct all pre-flight action as required of him under Article 52 of the ANO. Specifically, Carl's responsibility is to ensure before the flight that the aircraft has sufficient fuel for the intended flight. Based on the situation given, the aircraft's engine stopped due to fuel starvation, there being insufficient fuel for the intended flight. Moreover, considering Carl's failure to check the sufficiency of the fuel, he likewise failed to - (1) ensure "that the flight can safely be made," (2) take "into account the latest information available as to the route and aerodrome to be used, the weather reports and forecasts available," (3) ensure that "the equipment required" in the circumstances of the intended flight is carried and "is in a fit condition for use"; (4) see to it "that the aircraft is in every way fit for the intended flight," and (5) carry sufficient fuel for the intended flight, all in violation of Carl's duty as commander pursuant to Article 52 of the ANO. Furthermore, and as previously stated, Article 52 of the ANO requires a commander like Carl in the given situation to ensure that the flight may commence under and in accordance with the terms of a permission granted to the operator under Article 21 of the ANO, which provides as follows: "Minimum equipment requirements 21 (1) x x x. (2) An

Police Brutality Essay Example | Topics and Well Written Essays - 1250 words

Police Brutality - Essay Example For some police officers, this indiscriminate use of power comes in the form of police brutality. The notion of police brutality captivates and terrifies the public. Police officers assume a position of high power in society in many ways. They are trusted to use their skill and judgment to subdue dangerous criminals, but not to harm them any more than is necessary to get them into the subdued state. It is a tremendous challenge for any human to regulate their emotions and actions in such volatile circumstances, but that is what police are asked to do. When they fail, the result is often a crossing of the line and the use of brutal conduct toward citizens. How does our own thinking affect police brutality? Do the notions held by police and the public shape or influence the forms police brutality takes? A review of criminal justice literature suggests that researchers are much concerned with these questions. My review focused on police brutality and group bias, the effect of police brutality on public opinion, and the code of silence used by many officers to protect others who have committed acts of brutality. Ultimately, these three topics are highly connected with each other and with notions of appropriate conduct by those in authority. Do police officers show up at certain neighborhoods with a greater willingness to use force? Lersch, Bazley, Mieczkowski, and Childs (2008) worked to identify links between the use of police force and specific neighborhood characteristics. Their research question attempted to link specific characteristics of different residential areas with a likelihood of police use of force. The researchers examined a municipal police department in the American South for a full year. They used the department’s own Use of Force reports to gather data. They also used crime tract and census data to study factors such as race and ethnicity, composition of family,

American Democracy Essay Example | Topics and Well Written Essays - 750 words

American Democracy - Essay Example To ensure, however, that tendencies toward despotic rule being entitled as well to a right as such are not tolerated, ‘Madisonian’ democracy prioritizes power of the majority to restrain any political behavior that eventually leads to concentration on self-interests by the body of authority. Necessitating for each American citizen to acquire proper education by right rather than privilege is one tradition which gives evidence to the application of Madisonian concept. In this setting, the government engages in full support of fair academic provisions across citizenry through institutions where learning individuals acknowledge the assistance granted. This, in return, enables the latter to realize a sense of responsibility by taking care to accomplish conscientious studies in pursuit of careers that would serve the interest of fellow Americans besides that of oneself. American democratic processes, moreover, may be envisioned to abide by the belief of Madisonian democracy h aving considered the existence of cooperative federalism. Accepting a system of federal governance designed to summon cooperation within various levels of government for supreme advantage that affects the collaborating states involved is such a picture of ideal democracy which the Civil Rights movement had yearned for at length. At a stage when stated-based societies are stratified into the three common social classes namely—upper class, middle class, and lower class, Civil Rights politics may be perceived with respect to the goal of achieving equality of rights regardless of social differentiation. Based on the proposition by the American sociologist T. Parsons, â€Å"stability and order, in part, depend upon a universal value† which is likely to undergo transformation with the political movement in action. Consequently, since almost every U.S. civilian has been able to exercise the freedom of speech and to be distinct in thought and act, participation in Civil Rights protest, apparently, may come in various styles or modes of implementation. In which case, the movement bears the capacity to generate new set of principles which embed onto the older substance of Civil Rights. On the other hand, since the theoretically ideal approach of pluralism requires an acceptance of inequality under a generalized authority of central governments, then the democratic paths to Civil Rights can be altered with time and circumstances brought by social and political differences among people. This way, such differences manifest in competing interests within a marketplace of preferences that occur to be culturally diverse so that the most proactive individuals raise arguments, share intellects, and join forces with the objective of reshaping policies and terms within the society, the economy, and the politics altogether. The varying resources, as it turns out, gradually function to satisfy higher forms of advantage throughout the nation. Instead of productive arran gements nevertheless hyperpluralism, according to a general assessment on policymakers, proves to arrive typically at intricate policies that seem to lead their subjects to disillusionment. Being an exaggerated version of its pluralist counterpart, the rather pessimistic theory of hyperpluralism yields to a state of imbalance between powers of the government and the authorities granted to groups that have been tasked to remedy areas of conflict which are

The Crucible by Arthur Miller Essay Example for Free

The Crucible by Arthur Miller Essay The Crucible is Arthur Millers most impressive play with its subject and theme raising continuous fascination and interest throughout the world. It tells the story of the Salem witch trials of 1692, centering the attention on the effect these trials had on the Proctor family, as well as making an analogous critical commentary on the actions of the House Un-American Activities Committee (HUAC) in the 1950s. Miller initially did not aimed at depicting the HUAC hearings in the form of an old-fashioned witch trial. However, as the HUAC hearings grew more ritualistic, and more pointless, he could no longer resist. The play contains a lot of notes detailing the historical background of Salem society in the 1690s, and detailed facts regarding the actual lives of the main characters involved. Miller wanted to show that he had not made up these events, but that people really allowed such things to occur. These notes illustrate the extensive research which Miller undertook to write The Crucible. There are many details in the play which are firmly backed up by trial transcripts and other records of the time. However there are also notable details which arose from Millers imagination, like the presentation of Abigail and her lust for Proctor. The Crucible depicts how unscrupulous people, from the Putnams to the trial judges, declare the presence of evil and the Devil to harm whoever disagrees with them, not just religiously, but politically and socially. Such people assume a moral high position, and anyone who disagrees with them is deemed immoral and damned. Tituba and the children were certainly trying to commune with dark forces, but if left alone, their exploits would have bothered no onetheir actions are an indication of the way people react against repression rather than anything truly evil. But Miller does view evil as being at large in the world, and he believes that anyone, even the apparently virtuous, has the potential to be evil given the right circumstances, even though most people would not admit this. Miller offers Proctor as proof: a good man, but one who carries with him the guilt of adultery. But men like Danforth also fit this category, because they do evil deeds under the pretence of being right. In The Crucible, Miller centers this study on John Proctor, a man with an initially split personality, caught between the way in which others see him and the way he sees himself. His private sense of guilt leads him into an ironically false confession of having committed a public crime, although he later recants. What allows him to recant is the release of guilt given to him by his wifes confession of her coldness and inability to blame him for his adultery. Elizabeth insists that he is a good man, and this finally convinces him that he is. In The Crucible, Miller explores what happens when people allow others to be the judge of their conscience. Total freedom, Miller suggests, is largely a myth in any working society. Miller created his own poetic language for this play, based on the archaic language from the Salem documents. Wanting to make his audience feel they were witnessing events from an earlier time, yet not wanting to make his dialogue incomprehensible, he invents a form of speech for his characters which blended into everyday speech, an earlier vocabulary and syntax. Incorporating more familiar archaic words like yea, nay, or goodly, Miller creates the impression of a past era without overly perplexing his audience. Words like poppet instead of doll, are easily understood, just as the way he has the women addressed as Goody instead of Mrs. Miller alters various verb conjugations and tenses to conform more readily with those of the period, substituting he have for he has, or be for are and am, to give his audience just the flavor of seventeenth-century English. Speaking about the images in The Crucible, blood is a dominant image of the play, in the idea of it being equated with sexual passion, and in its association with murder. The images are initially associated with Abigail. Her heated blood leads her into a sexual liaison with Proctor, and she drinks blood to cast a spell on his wife. But the blood is transferred to the hands of the supposedly righteous judges who begin to hang innocent people. By employing historical texts, Miller attempts to project his own experience and personal beliefs without violating the truth of the historical matter he surveyed. In Millers hands the historical play becomes a vehicle for modern tragedy in The Crucible, carefully sustaining the atmosphere of the historical period but also projecting onto it the political realities of a dark age of modern American history. Works Cited Page Miller, Arthur. The Crucible: A Play in Four Acts. With an introduction by Christopher Bigsby. New York: Penguin, 1995

Kants Categorical Imperative Essay Example for Free

Kants Categorical Imperative Essay Kantian ethics is a deontological, absolute theory proposed by Immanuel Kant in the late 1700’s. Kant taught that an action could only count as the action of a good will if it satisfied the test of the Categorical Imperative. The categorical imperative is based around the idea to act solely for the sake of duty. For example, you should share your sweets because it is a good thing to do; not because it makes you feel good. Consequentially, Kant would justify the good feeling you do when you perform a good act as a bonus not a reward. This opposes the hypothetical imperative which is where you act simply so you receive a of reward of some sort. The categorical imperative is based upon universable rules; maxims. These maxims are absolute moral statements that Kant says should be used everywhere by everyone and should thus never be broken. For example, do not kill. Additionally, the categorical imperative does not take individual situations into account. This means it is applicable to all situations and very straight forward to follow considering that everyone allegedly has the innate knowledge to follow these rules; for example do not steal. However, since it is absolute it means you must ignore any emotional influences on your decisions. Kant’s morals truths are revolved around following reason, not feelings. For example, if you have to choose between saving your grandfather or an unknown baby; the baby should be saved considering it has longer to live and more potential. You must ignore any temptation to save your relative due to your emotional attachment because you know reason does not justify that decision. Unlike the hypothetical imperative, the categorical imperative uses ends not means so is non-consequentialist. Therefore, it is wrong to use someone or something to achieve a certain outcome. For example, to be kind to my mum simply so she gives me money to go shopping. Kant would object to this instance in that you should be kind to your mother since it is your duty to respect your parents and be a kind person. Kant believed in a kingdom of ends. This idea is if everyone followed universalisation we would all be treated with equal respect. Furthermore, the Kantian theory is based upon the concept that good will joined with duty accounts an action as good. â€Å"It is impossible to conceive anything at all in the world which can be taken as good without qualification except a good will†. Thus good will, to â€Å"act for the sake of duty†, should a priority in your actions in order to fulfil your purpose not for external motives. This duty is innate within every person as a priori so an individual’s experiences, or lack of, cannot justify an action which does not follow good will. Kant believed numerous qualities for example, courage, intelligence, ambition and honour all to make a situation morally poorer. Kant also introduces the idea of the Summun Bonum. This is derived from Kant’s postulates of practical reason; aspects that are necessary within his theory for it to work. Firstly we must have freedom in order to use the innate knowledge we attain to follow duty and good will to achieve good. The Summun Bonum is the ultimate goal for everyone to aim to achieve in order to accomplish the ultimate reward. This reward points towards the existence of a God since one can only attain Summun Bonum in the afterlife; it is not achievable on earth. This means someone must be in the afterlife to give reward you what you deserve. Furthermore, this makes sense of the inequality in life. For example, paedophiles living happier lives than charity workers. Kant would say your good will must be repaid in the afterlife. b) â€Å"Kant’s ethical theory has no serious weaknesses† (Jan 09) Kan? an moral ethics is an absolute, non-consequen? alist, deontological theory proposed by Immanuel Kant. It is divided into two categories; hypothe? cal impera? ve and categorical impera? ve. The hypothe? cal impera? ve is when an act depends upon something else whereas the categorical impera? ve is an independent ac? on. A main weakness to Kant’s ethical theory is the fact that it is revolved around ful#lling your supposed duty. But who decides your duty? And what if you have two conic? ng du? es, for example you to #ght for your country but also to support your family; which do you priori? se? There are no guidelines as to which to priori? se. Furthermore, there are no guidelines how to face not priori? sing your emo? onal a)achment. By not having any considera? on for your feelings, this theory has a massive weakness since you have to be very strong willed to convince yourself Kant is correct. Especially if you were ever actually put that posi? on it seems unrealis? c anyone would chose to apply these rules, for example to save a stranger over their family. However, people may object saying a key strength to Kant’s theory is that it is a simple, absolute theory that by being applicable to all sta? ons is allowing for all people from all backgrounds and circumstances to understand as long as they have ra? onal thinking; according to Kant all human beings have. â€Å"Everyone who is ideally rational will legislate the same universal principles† Pojman (2002:147). Another unavoidable weakness to Kan?an moral ethics is that his universable laws are not applicable to all situa? ons. For example, do not lie. Should we follow that and make someone unnecessarily distressed? Kan? an ethics is not a consequen? alist theory however humans ae naturally compassionate and sensi? ve for a reason. Furthermore, from this we can deduct that your reason might not be the best thing to do. It is not guaranteed since it does not take consequences into considera? on. There are some situa? ons which require consequences to be considered since the outcome is so severe it seems kinder just to break a rule. However in response to this some people may say a prime strength of Kant’s theory is that Kant has a great respect for human beings autonomy. Therefore, a lot of dignity is carried with his theory that we have the ability to use our own ra? onal. In conclusion, Kan? an ethics de#nitely has some serious weaknesses due to the unrealis? c priori? sing of those you don’t have emo? onal connec? ons to, the fact it is not clearly applicable to every situa? on and addi? onally that it is based upon following your ‘duty’ of which is a weak concept itself for reasons explained.

Purpose and importance of advertising

Purpose and importance of advertising Defining Advertising is the non-personal communication of giving information usually paid for which usually persuasive in nature about products, services or ideas by identified sponsors through the various media. Now, I would like to lets take this statement apart and see what it should be. Advertising is bringing a product and service to the attention of potential and current customers. Advertising is focused on one particular product or service. Thus, an advertising plan for one product might be very different than that for another product. Advertising is typically done with signs, brochures, commercials, direct mailings or e-mail messages, personal contact, etc. The first assumption that was queried related to purchasing itself, in terms of what advertising would achieve if it was effective. This assumption was advertising achieved the conversion. In the sense of converting loyal user of the other brand to loyal users of the brand advertised. We pointed out that this pattern, although it could on occasion be found in actual purchasing sequences, was actually quite rare. It also happen in this case: I have always bought brand B, but now I have the advertising for brand A has persuaded me that it is better in fulfill my requirement under the advertisement, so in future I will buy brand A The advertisement pointed out that strengthen of the product which mean its communicating with the people. First, what is non-personal advertising? There are two basic ways to sell anything: personally and non-personally. Personal selling requires the seller and the buyer to get together. There are advantages and disadvantages to this. The first advantage is time: the seller has time to discuss in detail everything about the product. The buyer has time to ask questions, get answers, and examine evidence for or against purchase. Next, the seller can easily locate potential buyers. If you enter a store, you probably have an interest in something that store sells. Street vendors and door-to-door sellers can simply shout at possibilities, like McDonaldsretailer shop who call out, I say there, I would like to order food?, or knock at the door and start their spiel with an attention grabber. From there on they fit their message to the individual customer, taking all the time a customer is willing to give them. Disadvantages do exist. Personal selling is, naturally enough, expensive, since it is labor-intensive and deals with only one buyer at a time. Just imagine trying to sell chewing gum or guitar picks one-on-one; it would cost a dollar a stick or pick. In addition, its advantage of time is also a disadvantage. Personal selling is time-consuming. Selling a stereo or a car can take days, and major computer and airplane sales can take years. Nonetheless, although personal selling results in more rejections than sales, and can be nerve-racking, frustrating and ego destroying for the salesperson, when the salesperson is good it is more directed and successful than advertising. From the above, it appears that personal selling is much better than advertising, which is non-personal. This is true. Advertising has none of the advantages of personal selling: there is very little time in which to present the sales message, there is no way to know just who the customer is or how them is responding to the message, the message cannot be changed in mid-course to suit the customers reactions. Then why bother with advertising? Because its advantages exactly replace the disadvantages of personal selling and can emulate some of the advantages. First lets look at the latter. First, advertising has, comparatively speaking, all the time in the world. Unlike personal selling, the sales message and its presentation does not have to be created on the spot with the customer watching. It can be created in as many ways as the writer can conceive, be rewritten, tested, modified, injected with every trick and appeal known to affect consumers. (Some of the latter is the content of this book.) Second, although advertisers may not see the individual customer, nor be able to modify the sales message according to that individuals reactions at the time, it does have research about customers. The research can identify potential customers, find what message elements might influence them, and figure out how best to get that message to them. Although the research is meaningless when applied to any particular individual, it is effective when applied to large groups of customers. Third, and perhaps of most importance, advertising can be far cheaper per potential customer than personal selling. Personal selling is extremely labor-intensive, dealing with one customer at a time. Advertising deals with hundreds, thousands, or millions of customers at a time, reducing the cost per customer to mere pennies. In fact, advertising costs are determined in part using a formula to determine, not cost per potential customer, but cost per thousand potential customers. Thus, it appears that advertising is a good idea as a sales tool. For small ticket items, such as chewing gum and guitar picks, advertising is cost effective to do the entire selling job. For large ticket items, such as cars and computers, advertising can do a large part of the selling job, and personal selling is used to complete and close the sale. Advertising is non-personal, but effective. Facebook advertising method C:UsersYonGDesktopdddd.png The red arrow showing the Facebook advertisement People treat Facebook as an authentic part of their lives, so you can be sure you are connecting with real people with real interest in your products. Facebook Ads provided CM Photographic the ability to target their exact demographic 24-30 year old women whose relationship status on Facebook indicated that they were engaged. Over 12 months, CM Photographic generated nearly $40,000 in revenue directly from a $600 advertising investment on Facebook. Of the Facebook users who were directed to CM Photographic website from the ads, 60% became qualified leads and actively expressed interest in more information. http://static.ak.fbcdn.net/rsrc.php/zD/r/2xon6QBONrZ.jpg I have found [Facebook Ads] SO effective. My business wouldnt be anywhere close to where it is today if it werent for Facebook, and the ads campaign. Chris Meyer, President From the information given, Facebook Ads makes it easy and cost-effective to quickly set up and manage your campaign. G5 found success setting up a series of Facebook Ad campaigns targeted to college students at 21 campuses prior to Summer break for StorQuestself-service storage facilities. Real-time suggested bids for our auction-based system provided guidance that enabled G5 to hone ad effectiveness based on their various targeting filters (age, college level and location). The results from StorQuests Facebook ad campaign were one of their highest performing online advertising efforts: Over 50% increase in total rentals versus prior year at the same store. 10% conversion rate from visits originating from Facebook Ads. On par with Google AdWords on a cost-per-lead and cost-per-customer basis. $1.25 CPC delivered $10.25 cost-per-lead. When you have a broader presence on Facebook with Facebook Pages or Facebook Events plus ads for instance, you can turn your advertising message into a trusted referral by including content from a users friends who are already affiliated with your products. ANA took this approach by creating a Facebook Page to acquire interested users for on-going messaging opportunities and developing a compelling advertising campaign. ANA used a creative grouping of keywords to target advertising to users specifically interested in traveling and Japanese culture and developed ad creative that resonated with their audience. Average campaigns for ANA result in CTR of 8 12%. Facebook Ads resulted in a 25% CTR. Conversions resulted in positive ROI which is unique for ANA considering their product is not an impulse purchase for most people and Japan is not traditionally seen as a leisure destination. If the company is running a Facebook Ad Campaign, they can choose to target Social Actions in their campaigns. With this feature enabled, those people who fan the Page may see the Ad listed among their News Feeds. Companies can also use the Facebook messaging system to communicate with their fans. The advantages and disadvantages of Facebook advertising method Advantages of Facebook advertising method Facebook Advertising. The popularity of facebook has become the top social network while its advertising is truly a goldmine for advertiser to use it as the facebook player owned over 39 billion page views a month and 400 million active users, its really a huge traffic source for firm to advertise their goods and service ,just like the way of there is a market ,supply will occurs when there is demand. The huge profit of Facebook advertising to internet marketing specialists and online advertisers is the social networking websites massive user base. In February 2010, Facebooks is celebrate of having 400 million active users from all around the world and the figure is still growing quickly. According to figure shows that the average Facebook user spends around 55 minutes a day on this social networking website.this is a positive symptom for the firm to advertise their goods on facebook as there are higher possibilities to let user to notice their ads. Highly Targeted Online Marketing Campaigns, Facebook advertising offers social media traffic instead of using typical tradisional search traffic. The new type or searching had leads to a different demographic targeting options, along with searching by unique keyword system. Facebooks advertising platform operate in a certain area or products that are designed for a specific age range. The facebook advertising media ,makes nine different ways to target audiences which are Location, Age, Gender, Keywords , Education, Workplace, Relationship Status, Relationship, Interests, Languages. All these are important to firm as they get to know which kind of consumer they are targeting . Customer Reach 400 million customers (100 million mobile users) cannot be ignored. Yes, there are more Google searches that are being done and one could argue that Google Ad words can reach more but with usage time on social media channels continuing to soar, the customer reach for Facebook advertising is monumental and needs to be utilized. Increased Targeting Because of its ability to dissect and segment customer information, Facebook has the ability to offer increased targeting for their advertisers. If you would like to only target women, ages 25-35 with a college education who live in Glendale, California, then you can do that. Similary when someone changes status (married, single, engaged) they move into new markets, making them more attractive to target. CPM or PPC Option Most ad networks only offer one or the other. Facebook allows you to determine whether you are more focused on exposure and awareness (CPM) or focused on conversion and providing more information (PPC). You must understanding your audience first, but it is nice to know that the option is there. Successful with Local Clients With the ability to target locally very precise, companies and services that are looking for local or regional clients can reap benefits from the Facebook advertising system. Disadvantages of Facebook advertising method Low Conversion Rates for eCommerce People are using Facebook to talk with their friends and socialize and rarely are thinking about buying something when they log into their Facebook account. This creates issues when companies are focusing on click through rate and high (>2.5-5%) conversion rates. Weird, Irrevelant Ads One thing that Facebook has continued to try and crack down on is advertising campaigns that make their way into the system that are irrevelant and are, at times, off putting to users of the system. Free giveways, rewards programs and humor sites have continued to flood the system, giving the ads less relevance when the consumer is viewing them. High PPC Cost for Niche Markets Marketers and bloggers have complained that PPC costs for niche markets, that would normally provide a low cost, are similar to pricing for general terms and demographic targeting. Facebook will need to continue to optimize their pricing model to make sure niche markets like chicago wedding photographers can afford to use this engine to attract traffic to their site. Costs-per-click tend to be higher than other companies for popular niches. Not as versatile as Google, for instance, with no suggestion of keywords. You really need to know your market to make conversions. These users are not on Facebook to buy. There are there to socialize. On the other hand, when someone types in size 8, Calvin Klein, white skinny body jeans into a search engine, she wants to buy. Someone on Facebook talking about or interested in designer jeans is not necessarily interested in your ad to sell them jeans. Facebook is more private in the sense that people keep to themselves, and trust their group or clique. You have to bother people while they are doing something they enjoy, like looking at Grandmas photos or exchanging recipes with girlfriends. This is called interruption marketing and is not always seen in a positive light. FB is not a direct sales venue. You need to understand how a sales funnel works to build trust to get leads rather than sales on the spur of t he moment. Can consume resources and waste a lot of money. With Adwords, it is possible to test ads by showing two similar ads to everyone. This is apparently not effective on Facebook because you are not targeting whole countries. And many internet marketers say it is too costly to experiment. Users complain that ads are not relevant to their interests so they have no reason to even go further. Improvement for facebook advertising method IQ Tests Ads IQ tests are by far the most popular advertisement scams on Facebook. While browsing the Facebook social network, youre sure to have come across ads that display the fake IQ test results of your friends or celebrities. In a pure case of I know they arent smarter than me most Facebook users are baited into falling for the IQ test advertisement scam. These ads are made to fit well into the design of Facebook, but once clicked; this scam will redirect you to another website where all of the scamming will begin. Ironically, by clicking the link of this advertisement scam, youve already failed the real IQ test. These ads will have you answer a list of seemingly legitimate questions, but in the end, they sink their teeth in for the real scam. In order to see the results of your IQ test, youll have to sign over your first born child submit your cell phone number and will be charged as much as $20 a month. Nice going smarty pants. Dating Ads Facebook is plagued with thousands of ads with scantily clad, well endowed, and playfully slutty women that happen to be single, and by sheer coincidence live in your hometown. Dating advertisement scams usually say things like Lonely, 18 (21), and single, Im bored, half naked, and looking to get completely naked tonight or other messages that should immediately trigger your brain with a scam alert; if all the blood in your body hadnt escaped from your brain to gather in another area. These ads are nothing but dating site scams and youll be out of cash just to receive teases on another site. To publish to people who have liked your Web page, Open Graph tags must be added to the Web page. The required Open Graph tags for publishing can be found. Once added, you can publish via our interface by clicking on the admin page link to the right of the Like button.( link only visible to the admins defined via Open Graph tags on the Web page). The best pratices for publishing is we found that involving emoational topics, passinate debates, and imprortant storts event have the activity of other stories. Status updates which ask simple question or encourage a user to like the story which haven given and stories publisher in the early morning or later evening have higher engagement. Banner advertising method C:UsersYonGDesktopasdasdasdad.png The Arrow showing the banner advertising method http://www.heybannerbanner.com/client_folders/CAGERAGE/CAGERAGE1b_300x250.gif A banner ad is an image shown on a webpage for advertising purposes. Along with animation, contemporary ad banners often use simple forms of interaction as a lure, taking advantage of plug-ins such as Flash and Shockwave to create banner-based games. As you can see, advertisers came to the conclusion that banner ads were not as effective as full-page magazine ads or 30-second TV commercials. At the same time, there was an incredible glut of advertising space, thousands of sites had a million or more page impressions available per month, and companies like DoubleClick began collecting these sites into massive pools of banner-ad inventory. The economic principle of supply and demand works the same way on the Web as it does everywhere else, so the rates paid for banner advertising began to plummet. Undoubtedly you know what banner ads are; youve seen innumerable ones as youve surfed across countless websites. You may have already clicked on a number of them. Banner ads take different shapes and sizes, and many forms and styles, but they share a common goal: attracting visitors! Banner ads usually contain graphics, sometimes they are entirely text and others they use graphics and text. The main idea of a banner ad is to present an interesting idea to the surfer and have them click on it for more information, leading them to the advertisers site. Banner ads come in many sizes, the most popular, is a full banner (468 x 60), but all styles are used. Some people claim you should stay away from using full banner ads as they are already so common that most surfers avoid them. Obviously placing banners that advertise your site on other websites costs money. There are several ways of paying for this type of advertising. You may pay per click on the banner; per thousand clicks; per sales to visitors directed to you, or another form. How much banner ads work for you will depend on a variety of things? Where you place the ads, how relevant the sites hosting the ad are to your site; what your ads look like, how appealing they are; how clear they are about what you are advertising, etc. Placing the ads on sites related to yours is vitally important, i.e. people surfing for watches will probably not be interested in an ad for parachutes. Your ads should be attractive, preferably animated, clear and to the point. They should be advertising a specific product or service, not just the name of your site. People who click on the ad should be able to find the product or service in question with relative ease. Ideally, the ad should lead directly to it. The advantages and disadvantages of Banner advertising method Advantages of using Banner advertising method Get a structured and well thought out campaign advantages of hiring a banner advertising agency to conduct your campaign is the fact that your campaign will be in the hands of the professionals and therefore it will be conducted in a sensible and professional manner. This structured campaign will also lead to better results. You will also save a lot of time when you hire a company such as this. This is because you will not have to spend any time figuring out the ground work. Professionally designed banners and email marketing agencies have professionals that work on the job. Therefore you can be assured that if you outsource your campaign to them you will have banners that are professional looking and catchy promoting your products. You must remember that a banner will be of no use if it cannot grab the attention of the people on that page. Getting your banner advertisement designed by the professionals give you a clear cut advantage as the professionals know exactly what works and what doesnt. Being in the right place at the right time another very big advantage that you have when you hire an online advertising agency to help with your banner advertising is the fact that they know exactly where to place you banner to ensure that you get the desired results. Banners such as these can only be placed on websites that have content similar to what the banner is promoting. Therefore instead of you doing all the research to figure out where you banner can be placed, the agency will do it for you. That way you get to focus on other aspects of your business Low cost is the main thing. Even if the Internet ads can be displayed as very comprehensive compared to other media, it is definitely much cheaper than most. Internet Ad Packages are offered as low as $ 10.00 for a period of one month, or by a set amount of hits, depending on the advertiser you go with. Disadvantages of using banner advertising method Online banner advertising provides a method of getting click through to the advertisers site. The biggest of the online advertising disadvantages, is cost. Banner ads are also being frowned upon because it affects website speed and traffic. Like any other graphics, banner ads take time to load. This and the idea that they create clutter can discourage some visitors. Another of the online advertising disadvantages is that bigger ads catch attention. But not every advertiser can afford bigger ads and oftentimes, the banner exchanges only accept a standard ad size. Finally, some search engines never have or are no longer accepting banner ad placements, relying instead on targeted ads and paid listings. To them, the most important of the online advertising disadvantages is interference with the user experience. For example, Google, the number one search engine, offers a user-friendly interface that relies on contextual advertising. Basically, they put text ads on non-search pages that fit based on content. Using online banner images can really come in handy. Especially if you do not have your own website. You can normally just copy and paste the codes in and have your banner up and running. They are great for websites to. But there are some times when your banner may stop working. If this happens to you then here are a few troubleshooting problems that may solve the issue. The biggest reason why most online banner images stop working is because people make chances to the codes they were given. They chance where the banner links to or rewrite what is in the alt section. Doing this can get your banner codes deleted from their service without warning. This will leave you will a image with a small red x in the middle. You must not chance the code at all to keep the image working. A simple solution to this is to download the image to your PC and then upload it to your web hosting service. Then you can link your ad to any place you want without fear of it being cancelled. Unfortunately some free site services do not give you this option so you will have to use the codes as they are given to you. You can always create your own link underneath the banner for people to click to if that helps. Another one of those troubleshooting problems can be quite simple. You may not have copied all of the code you were given. Just missing one character can prevent your online banner image from working. Double check to make sure that you got all of the code. Sometimes a banner can get blocked by other java scripts on your site. Your troubleshooting problems could start with you removing other codes off your site one by one to see which one is blocking it. When you find the right one you will then have to decide which one stays or goes. Since not all codes can work on the same page at the same time it will be a little bit of a challenge to find the code that your online banners image does work with. Unless you have lots of different codes it shouldnt take you long to find. It could be a easy as the banner site that you used have either went offline or experiencing technical difficulties. Check to see if they still exist and if they do contact them with your problem. There are times when you can run into issues of your online banner images working on the web from other computers but not from yours. This is one of those troubleshooting problems that can be confusing. There could be several reasons why this may occur. You may just need to update your java software to the latest version. There could be spyware that is blocking the code from coming up so scan your PC with the protection you are using and with an online service you trust. If you decide to rent the help of a professional, a freelancer or a company for the production of your site and /or advertising for your product or service, of course it costs more than if you did it yourself. For more information logon to www.tried-tested-marketing-strategies.com .While the costs can advance an initial disadvantage, the results in the long term may in fact be very beneficial if you have the right people to work with. Improvement of using banner advertising method Using banner advertising effectively and to create a banner ads isnt all that difficult, you just need to know what to do right? For those of you who dont know this marketing method: its a paid marketing method to promote your business or product by means of placing a banner advertisement on other websites. This could either be a banner exchange, or you simply pay another website to have your banner placed. It is a very powerful and effective method if you know how to design a good banner ad. Lets take a closer look. Using Banner Advertising Effectively 3 Golden Rules For Effective Banner Ads Golden rule 1. Whats the benefit for your customers? Effective banner ads will always communicate the main benefit(s) to your prospective clients. If your product makes people loose weight for instance, then its obvious to make your headline something like: Loose 10 Pounds In Just One Week! Banner ads will have to include the benefit of your product or service in the main headline. Communicating benefits to people gets your attention. Effectively implementing banner advertising generates a much higher click through rate. Golden Rule 2. Graphics are not as effective as text! When using banners for advertising, you also want the headline of the banner ad to stand out. Make the headline (thus the benefit of your product or business) in big bolded letters. I always use the Arial font for my effective banner ads. This font is easy to read from computer screens. Using banner advertising effectively means that you also need to include another 2-3 lines of text to the banner. Perhaps you can mention some extra benefits or additional info about the service, product or business. Check out the site you are going to banner advertise. Golden Rule 3. Include instructions for your prospects. Tell them what to do next!A lack of communication in banner ads will make your campaign fail. If you want to start using banner advertising effectively, a banner ad MUST include a Call-2-Action. Instruct your audience what to do. Include text that tell people what to do such as Show Me Now, Visit Us Now or Show Me The Biz. It will make the click through rate go up and so will the conversions to sales, generating more profits for you. Of course there are many more golden rules to follow for effective banner ads, but the above 3 are the most important for using banner advertising effectively. Using the method of advertising with banners and creating banner ads that are effective is just one method of marketing to advertise your business and to drive traffic to your website. Let me show you where you can see all the other 50 or so proven and powerful marketing methods, strategies tips and tricks to market virtually any product or business online. Pop-up advertising method A pop-up ad is an ad that pops up in its own window when you go to a page. It obscures the Web page that you are trying to read, so you have to close the window or move it out of the way. Pop-under ads are similar, but place themselves under the content you are trying to read and are therefore less intrusive. http://static.howstuffworks.com/gif/web-advertising-popup-ad.gif http://static.howstuffworks.com/gif/web-advertising-popup-ad2.gif A typical site with two pop-up ads that appear on top of the home page A pop-up ad is a pop-up window used for advertising. When the program is initiated by some user action, such as a mouse click or a mouse over , a window containing an offer for some product or service appears in the foreground of the visual interface. Like all pop-ups, a pop-up ad is smaller than the background interface windows that fill the user interface are called replacement interfaces and usually resembles a small browser window with only the close, minimize, and maximize options at the top. A variation on the pop-up ad, the pop-under , is a window that loads behind the Web page that youre viewing, only to appear when you leave that Web site. Pop-up and pop-under ads annoy many users because they clutter up the desktop and take time to close. However, they are much more effective than banner ads. Whereas a banner ad might get two to five clicks per 1,000 impressions, a pop-up ad might average 30 clicks. Therefore, advertisers are willing to pay more for pop-up and pop-under ads. Typically, a pop-up ad will pay the Web site four to 10 times more than a banner ad. That is why you see so many pop-up ads on the Web today. Pop-up windows come in many different shapes and sizes, typically in a scaled-down browser window with only the Close, Minimize and Maximize commands. There is a strong resentment by some Web surfers towards pop-up ads. Marketers often do not realize the ill-will generated by pop-ups because it is easier to click the close button than send an email to complain. What can often be seen is an above-average click-through rate, although some of this can come from false positives, unintentional clicks when the pop-up gets in the way of the desired target. Advertisers can get a better picture of the effectiveness of pop-up advertising by paying attention to conversion rates and return on investment (ROI). Pop-up ads are not popular with the average Web surfer, and there are several products that disable them, such as Pop-up Stopper, Pop-up Killer, and Pop-up Annihilator. One thing to look for in such a program is the ability to differentiate between user-initiated pop-up windows and others, because many other applications (such as Webcast s, for example) make use of pop-up windows. If a pop-up stopper utility cant tell the difference between a pop-up window that the user has requested and an unsought pop-up ad, the program may cause more problems for the user than it solves. The advantages and disadvantages of pop-up advertising method Advantages of using pop-up advertising method they offer the example of Web giants like Yahoo! and Google Inc. who also offer their users pop-up ads. The site owners cite this precedent as justification for using pop-up ad

Doctor Manette’s Role In A Tale of Two Cities :: A Tale of Two Cities

Doctor Manette’s Role in A Tale of Two Cities Introduction- Individual characters often exist as the heart of a novel. I.  Ã‚  Ã‚  Ã‚  Ã‚  A Tale of Two Cities evolved from Doctor Manette’s story A.  Ã‚  Ã‚  Ã‚  Ã‚  Doctor Manette’s story II.  Ã‚  Ã‚  Ã‚  Ã‚  Ã¢â‚¬Å"Recalled to Life† A.  Ã‚  Ã‚  Ã‚  Ã‚  Doctor Manette’s appearance B.  Ã‚  Ã‚  Ã‚  Ã‚  His revival C.  Ã‚  Ã‚  Ã‚  Ã‚  His relationship with his daughter III.  Ã‚  Ã‚  Ã‚  Ã‚  Doctor Manette’s relapses A. His newfound strength IV.  Ã‚  Ã‚  Ã‚  Ã‚  Doctor Manette as a hero Conclusion- Doctor Manette as the nucleus of the novel. Individual characters often exist as the heart of the novel. They contain dynamic characteristics and occupy a central position in the novel. In A Tale of Two Cities Charles Dickens uses Doctor Manette as the core of his novel, Doctor Manette â€Å"is a worthy hero and a crucial piece in the puzzle†(Glancy 75). His personality and story thrusts him into the spotlight throughout the book. The novel revolves around his character. A Tale of Two Cities evolved from Doctor Manette’s story. He has witnessed the aftermath of a rape and assault committed by two twin nobles, the Evrà ©mondes, and is forbidden to speak of it; â€Å"†¦the things that you see here are things to be seen and not spoken of† (Dickens 325). But when Manette tries to report these crimes he is locked up in the Bastille. The novel is then built up through Doctor Manette’s cruel and unjustified imprisonment and the events following his release from prison(Lindsay 103). That is how he becomes the core of the novel. Upon the opening of the novel Dr. Manette is a weak and horrific man. He is a man â€Å"recalled to life† (Dickens 24) from an eighteen-year imprisonment and has the appearance of an aged man having white hair and a ragged face; â€Å"he is a ghost, the empty shell of a man† (Glancy 69). He is very confused, so confused he cannot recall any of his past or even remember his name. â€Å"The experience of oppressive misery has not merely twisted him†¦it has broken down the whole system of memory in his psyche† (Lindsay 104). He is a mere victim of the past. â€Å"Dr. Manette has been driven mad, broken and goaded into a destroying curse, by eighteen years of unjust imprisonment in the Bastille† (Johnson 30). He is too accustomed to imprisonment to be able to bear freedom, which was true of many prisoners during the Revolution. But he is resurrected at the sight of his daughter, who stimulates the memory of his wife with her â€Å"threads of gold†, or her golden hair.

Emersons Self Reliance vs. Douglass Narrative of the Life Essay

After reading both â€Å"Self Reliance,† by Ralph Waldo Emerson and â€Å"The Narrative of the Life of Frederick Douglass, an American Slave,† by Frederick Douglass, one might notice a trend in what both writers regard as the key to happiness or self-fulfillment. Emerson and Douglass both imply that acquiring knowledge is what people should strive for throughout their lives. However, their perceptions on the kind of knowledge should be attained is where their ideas diverge; Emerson is the one that encourages one to develop the soul whereas with Douglass, it is the mind.   Ã‚  Ã‚  Ã‚  Ã‚  One of the primary issues that Emerson tried to convey was that one must follow what they believe is true for themselves and not listen to what other people think. He states, â€Å"It is easy in the world to live after the world’s opinion; it is easy in solitude to live after our own; but the great man is he who in the midst of the crowd keeps perfect sweetness the independence of solitude(Emerson 151).† One of the definitions of the word â€Å"world† is â€Å"human society.† The word â€Å"opinion† means â€Å"a view, judgment, or appraisal formed in the mind about a particular matter.† By putting these words together, Emerson is implying that the â€Å"world’s opinion† is the general point of view accepted by most of society. Emerson also uses the word, â€Å"solitude† which means, â€Å"the quality or state of being alone or remote from society.† By also using the word â€Å"solitude† in this sentence, he shows a contrast between the majority (society), and the individual. What Emerson suggests is that if one can live in a world full of people who think a certain way because they were taught to believe that way, but still hold your own ground and follow what you believe, you are a great person.   Ã‚  Ã‚  Ã‚  Ã‚  Douglass also believes in following what is true for oneself despite what people around him think. This is evident when he says, â€Å"But I should be false to the earliest sentiments of my soul, if I suppressed the opinion. I prefer to be true to myself, even at the hazard of incurring the ridicule of others, rather than to be false, and incur my own abhorrence (Douglass 75).† The word â€Å"true† means â€Å"being that which is the case rather than what is manifest or assumed,† and the word â€Å"false† means â€Å"inconsistent with the facts.† Douglass uses both of these words to convey the fact that he would rather believe his own thoughts and suffer the wrat... ... and unhappy (Douglass 78).† Learning how to read was as big a step towards freedom for Douglass as it was back. It made him aware of the circumstances but it also made him realize how difficult it would be for him to ever find himself a free man. However, knowledge overpowers ignorance in the sense that his masters could never take his ability to read away from him and because Douglass now knew his condition, he knew that he deserved a better life.   Ã‚  Ã‚  Ã‚  Ã‚  Both Emerson and Douglass had a huge impact on those who read their work. Their messages were both similar and different in their own ways. Emerson pushed the idea of unification with God through the soul while Douglass stood behind the development of the mind with the ability to read. However, both Emerson and Douglass were for non-conformity and individualism. They were very much concerned with the growth of the individual, whether it be in mind or through the soul. Works Cited Douglass, Frederick. Narrative of the Life of Frederick Douglass, an American Slave. New York: Penguin Group, 1982. Emerson, Ralph Waldo. Selections from Ralph Waldo Emerson. USA: Riverside Editions, 1957.