Panera Bread Business Strategies Essay Example for Free

Panera Bread Business Strategies Essay â€Å"Thirty years ago, Ron Shaich set out to change the world by changing the way America eats. He’s done that with not one, but two successful restaurant brands. By co-founding Au Bon Pain, Co. Inc. and founding Pan-era Bread, Shaich shook up the industry by offering an antithesis to fast food – hand made, artisan food served in warm and welcoming environments by people you can trust. †(KANAI, 2012) This quote describes how Shaich and colleagues started to create their cafe bakery and change the way Americans eat. Pan-era was the first to come out with the calories on the menu board to ensure that Americans were aware of how healthy Pan-era was and the intention to re maim forthcoming about what was in the food we eat. Shaich and his colleagues did not follow the six step process they focused on the four areas food, setting, customers, and the workforce which made sense for capitalism. Shaich also thrived to make sure the customers and employees were well taken care of because they also played a big role in the success of Pan-era and lets not forget to acknowledge the community and their involvement in the success. Conscious Capitalism is an expression of how Shaich has found success in the restaurant industry if the whole society and corporate society would think of themselves as a corporation things would be better for everyone. Shaich is able to offer a word of advice if you were to get involved with conscious capitalism â€Å"Believe in yourself and why you got into it. Believe in those things that attracted you to the industry which makes a big difference in the lives of our guests. (ROMEO, 2012) For many years Pan-era has focused on the principal of conscious capitalism or what they like to call â€Å" enlightened -self interest† in two ways by delivering value to customers, vendors , employees, investors, and the community and to focus on a higher purpose above and beyond short term results. Meaning providing our customers with the artisan bread , delicious and nutritional food on a daily basis. Then Shaich and all his colleagues wanted to know how to challenge conscious capitalism and they figured out somethings that they are already doing like donating the day old bread to homeless.

Disadvantages of IFRS for SMEs

Disadvantages of IFRS for SMEs International Financing Reporting can be referred to as a set of accounting standards developed by the International Accounting Standards Board which is applied when preparing the Financial Statement and Balance Sheet of a company. In providing a global framework, IFRS has its own specific goals of how public companies organize and disclose their financial statements. Definition of Small Medium Enterprises (SMEs) A small and medium sized enterprise (SME) is managed by self-employed people either in partnership or on their own. It tends to be companies that are independent. The definition of SME is different from one country to another, depending on how many employees that the companies have. According to Saleh (2006), Malaysias SME can be represented based on the turnover, size and activity of the company. SMEs criteria in Malaysia can be divided into three categories which are micro, medium and small enterprises and it has been classified into the contributions of the sectors based on full time employees and annual sales turnover. Based on Mohammad (2012), the definitions of SMEs in Malaysia as in year 2005 are as the table below: Definition of IFRS for SME IFRS for SMEs has been issued by International Accounting Standards Board (IASB) in 2009 (Goel, 2010). IFRS for a SME is based on the existing full set of IFRS, but it is customised to match the requirement of reporting and accounting in SMEs. It can also be defined as entities that publish general purpose financial statements for external users. The advantages and disadvantages of IFRS for SMEs There are a number of advantages and disadvantages in adopting IFRS for SMEs. One of the advantages in adopting IFRS for SMEs is enhancing the comparability of financial statements and improving access to international funding. Under IFRS for SMEs it uses different accounting method. As stated by (KPMG, 2010) the different in accounting treatment that IFRS for SMEs have which leads to less comparable than those that applying full IFRS and it can reduce the time as more entities adopt the standard thus the interpretation of the requirement in the standard become standardised. IFRS also can strengthen the SMEs position when negotiate with the credit institutions and when it has a positive effect that have on a credit ratings so this will reduce the cost of borrowing. For instance, the adoption of IFRS leads to an increase in equity ratio and revaluation of fixed assets. This is because IFRS information can help the SMEs in buying and selling goods or services to get new relationship with customers and suppliers in locally or internationally since the financial reporting has been standard by internationally. Besides that, IFRS for SMEs is less complex that has been simplified from the full IFRS. According to (Jayakumar, n.a), IFRS for SMEs has been simplified through the fundamental principles of full IFRS to make the accounting requirement less complex and also reduce the effort to produce the financial statements which International Accounting Standards Board (IASB) has removed some number of accounting option that have in full IFRS. In contrast, Accounting Standards Committee of German (2008) supported that the preparation of financial statement in IFRS for SMEs is time, effort and cost intensive that not all requirements and issues in the ED (Exposure Draft) IFRS for SMEs were carefully understood and correctly applied by the participants. This is because German is a tax driven in the financial statement rather than economically relevant values. Furthermore, some people suggest that IFRS for SMEs is not applicable to adopt and it should be rejected. For instance, based on Samujh (2007), New Zealand is not appropriate to adopt IFRS for SMEs because of balancing principles, practicality and politics might be difficult for the country to converge the standards with the global standards. The adoption of IFRS for SMEs will affect the current reporting regulation in New Zealand. Other than that, IFRS for SMEs especially in developing countries is difficult to manage because of some limited resources in that country. As mentioned by Bohusova et. al (2011), SMEs for developing countries is difficult to cope with typical SMEs challenges such as limited human resources and limited financial and the decision to adopt the IFRS is based on their economic growth, existence in the capital market and others. The disadvantage of IFRS for SMEs is it can create a possible confusion in the marketplace. For instance, in adopting IFRS for SMEs there is a relevant regulation that some country must to follow before or after the adopting such as in Germany, they are using tax accounting in their financial statement prepared by German GAAP. However, as stated by Kemp (2009), in Australia there are many issues that should be considered from the lawmakers in measuring the appropriate IFRS for SMEs that create two versions of GAAP which are full IFRS and IFRS for SMEs which make additional training, and transition issues between these two versions. Additionally, the accounting software is not consistent so the users should be educated in the new standard because it keeps changing. The financial statement must be comparable and clearly understandable so that it would be easier for the user to compare the performance. According to Miller (2010), the changes for accounting software and lending agreement will be required such as the changes in the new standard which need the users of financial statements to be educated and some company want to change their accounting firm that the company needs to find a firm that know how to apply of IFRS for SMEs. Overall, IFRS for SMEs is easier for the user to use instead of applying full IFRS. This is because, full IFRS will give a burden for the user as IFRS has become more detail and more countries have started to use IFRS since full IFRS is too complex to use. An arguments and debates in adopting IFRS for SMEs. Based on IASB, there is more than 50 jurisdictions decided in full IFRS must be compulsory by all the entities in the SMEs and when the full IFRS is adequate for all entities, then the IFRS for SMEs will be appropriate. In contrast with Neag,R. et al. (2009) suggested that IFRS for SMEs is not compulsory for all entities. This has been proved by Deloitte (2013) that not all jurisdictions have adopted the full IFRS, the full IFRS is adopting only for the jurisdictions that do not have their own accounting systems. Other than that, as stated by Reilly (2009), IFRS for SMEs has more simplified standard that is appropriate for the bigger unlisted companies to follow and by adopting IFRS for SMEs can save amount of money for those who in unlisted companies that have adopted full IFRS. He also suggest that some argue that unlisted companies that are preparing the financial statement should be applied for IFRS for SMEs and the debate on this issues is the IFRS for SMEs standard needs some cost to adopt but it is too complex for small unlisted entities. As mentioned by Stokdyk (2010), he recommended that IFRS for SMEs was best suitable for the large and medium sized entities reporting under full IFRS. Moreover, some people argued that no one want an option in the IFRS for SMEs. This is because the countries not often to have an option in financial reporting. For instance, in German about 80 per cent German companies do not want to adopt IFRS for SMEs in their present draft form because they encountered difficulties when asked for the financial information for the German manufacturer that exports to the US and would produce information that prepared by German Commercial Code (Canham, 2008). When a countries change the financial reporting standards it will be difficult for the company to use the new standards. There is the other debate about the differential reporting that was an important issue in Australia. According to Faux (2005), in early 1980s, the differential reporting was an importance issue that the country should be considered when the accounting regulators were developing a framework for their financial reporting. The regulators focus on financial reporting that should be provide the general purpose information to the needs of wide-ranging of users who are unable to knowledge the preparation of the financial reports that was tailored to their own needs. As a conclusion, IFRS for SMEs is more appropriate for international demand especially for the developed and emerging economies which a common set of accounting standards in the smaller and medium sized enterprises is easier for the user to use than the full set of IFRS. Why choosing Malaysia in IFRS for SME? SME companies have an important position in the economy, most importantly in developed and developing economies. Malaysia is one of an emerging economy in Asia. Thus, Malaysia want to adopt the IFRS for SMEs in order to improve confidence in the accounts of SMEs, to reduce the cost that is involved in maintaining the standards since IFRS for SMEs is more cost effective to produce, and to improve the comparability for users of accounts of financial statements across different industries. History and regulations of accounting for IFRS and SMEs in Malaysia. In June 2005, the definition of SME across the economic sectors was approved by the National SME Development Council with endorsement from all the Government Ministries and Agencies as well as financial institutions that are involved in SMEs in Malaysia (National SME Development Council, 2005). In 2006, Malaysia was introduced two-tier reporting framework issued by Malaysia Accounting Standards (MASB) for the companies in Malaysia which are MASB had approved Financial Reporting Standard (FRS) for non-private entities and the Private Entity Reporting Standards (PERs) for the private entities with the objective to reduce the burden of private entities in the financial reporting compliance. Other than that, in August 2008, Malaysia had brought the Financial Reporting Standards (FRSs) into full conjunction with IFRS. As stated by (Malaysian Institute of Accountants, n.a), in 1 August 2008 the Financial Reporting Foundation (FRF) and MASB announced a plan to bring full convergence with the IFRS which is the full compliance with IFRS for the financial reporting system in Malaysia by 1 January 2012. Therefore, the plan that made by MASB and FRF create an exposure draft issued by MASB. MASB Exposure Draft 75 IFRS-compliant Financial Reporting Standards that was issued by MASB on 28 June 2011 result in the Malaysian financial reporting framework being standard with IFRS-compliant financial reporting framework. While in 2010, ED 72 FRS for SMEs has been issued by MASB. According to (MIA, n.a), MASB issued MASB ED 72 FRS for SMEs in 26 March 2010 for the SMEs in Malaysia to use by users that required to publish general financial statement purpose for the external users and do not have public accountability. Other than that, the purpose of IFRS for SMEs in Malaysia is to reduce the detailed requirements under the full IFRS for small entities since full IFRS is too complex for small entities to apply. In Malaysia, the IFRS for SMEs was issued ED 72 in March 2010 (MASB, n. a). Thus, ED 72 is identical with the IFRS for SMEs that was issued by IASB. IASB issued the IFRS for SMES in July 2009 (MASB, 2010). Generally, Malaysia is in the process in adopting IFRS for SMEs that is expected to be issued in 2013. The revisions of the IFRS for SMEs in Malaysia will be in 2015 on the any amendments to the IFRS for SMEs. According to IFRS (2013), during the first half of year 2013, Malaysia is expected to be issued FRS for SMEs and it will be effective for annual periods on or after 1 January 2016 of the new framework for the private entities. This means that, MASB is considering replacing the PERS framework in Malaysia to IFRS for SMEs in 2016. The relevance and appropriateness of IFRS for SMEs in Malaysia. As we know that, full IFRS is too complex to apply for small entities. Therefore, to make an appropriate for smaller entities, Malaysia needs IFRS for SMEs to provide self-contained in the set of accounting principles which is based on full IFRS. Malaysia makes a modification in IFRS for SMEs from the full IFRS founded from the needs of users in SMEs financial statements which is based on the topics that are not relevant to the SMEs, hence they will eliminate the topics and remove the choices for accounting treatment to make it simple. Other than that, they are also simplifying the methods for the measurement and recognition for the IFRS for SMEs. However, Malaysia has two frameworks which are PERs and MFRs. The problems occur when comparing these two frameworks according to current documentation and its interpretations. Since IFRS for SMEs is new to the reporting entities, the practices and interpretation of it must be develop from time to time. For example, the entities must considered for cost intensive when they want to change PERs to adopt IFRS for SMEs which they have to pay more to adopt a new standard in the entities. As stated by Yusoff (2009), the Companies Commission will come out in advance with some of the recommendations that have been made by Company Law Reform Committee in Malaysia including the introduction of a threshold before an audit is required. Normally, most countries do not have across the board audit requirements except for Malaysia. In Malaysia, the foreign investors and inactive companies must be audited so the auditors to SMEs would be valuable because this forces them to be independent and could refuse the business advice to fulfil the professional requirements. Other than that, SMEs have to face with tough competition in a liberalized environment and they need to produce quality goods at a competitive price in order to compete in the market. By having the changes to IFRS for SMEs would give SMEs in Malaysia to have more capabilities to face stiff competition in the market by having rational strong external financial reporting to make sure it access to capital is not compromised (Yusoff, 2009). When Malaysias SMEs react quickly of their global competitors, they will encourage the innovation and the regulation would change. Furthermore, the adoption of IFRS for SMEs has been issued by MASB and IFRS for SMEs can provide growing business which they required to apply full Malaysian FRSs. However, in 2011, MASB approved another framework for accounting in IFRS for SMEs. According to Farmer (2011), Malaysia has agreed to have a new accounting framework based on the Malaysian Financial Reporting Standards (MFRS Framework) approved by MASB on 19 November 2011 and it is applicable from 1st January 2012. Hence, Malaysian SMEs can choose either to continue to apply PERS or the new MFRS Framework. Therefore, the IFRS for SMEs in Malaysia is relevant since its accounting framework in IFRS for SMEs is separate from the full IFRS. Based on (MASB, 2010), at the international level, IFRS is separate with the accounting framework in IFRS for SMEs thus it is not affect MASBs IFRS convergence with policy in 2012 since Malaysia have the decision on whether to adopt the standard or not. In contrast with New Zealand, the IFRS for SMEs is uncertainty relevant in their countries because this country must bear the cost for implementing and maintaining in both full IFRS and IFRS for SMEs (Samujh, 2007). The stability of economy and political in Malaysia has created more investors to invest in Malaysia. This has been proved by Bernama (2012), Mustapa Mohamad who is the Minister of International Trade and Industry said that there were four SMEs from Japan that want to invest in agriculture, manufacturing and green energy industry in Malaysia which is some of them have bought land to start the operation in Malaysia. Malaysia also has developed infrastructure similar with other western country which lead for Malaysia to be a host of other services that result in this country to become a good place for the investors because of Malaysias economic and political stability (Malaysian Dutch Business Council, n.a). When Malaysia adopts IFRS for SMEs, the standard will be the same with international. Thus, it will be easier for the investor to invest in the SMEs in Malaysia since the financial reporting has been standardised. In Malaysia, the important contribution of SMEs is in terms of its economic growth, employment and exports. According to Ministry of International Trade and Industry (2013), SMEs contribute to the economy in terms of Gross Domestic Products GDP for 30%, for the total work force is 56.4% and in terms of total exports is 19%. SMEs play an important role in the economy of Malaysia in generating economic growth for the country. Other than that, the SME sector contains 99.2 per cent of all businesses in Malaysia (Ministry of International Trade and Industry, 2013). Finally, as a conclusion IFRS for SMEs in Malaysia is appropriate to apply because it is under control by MASB. As stated by Godfrey et. al, (2007), MASB has a fully responsible for the development of the accounting standards in Malaysia. They are also having the power to issue new accounting standards, make any changes to propose the accounting standards when it is necessary to change and others. Other than that, SME Corp was established in Malaysia to monitor and evaluate the application of strategies, policies and the development in the SMEs across all economic sectors (Hashim, 2009 pp.269-295). Besides that, currently Malaysia is an advisory for all SMEs in Malaysia and a central point as the reference information for the users in SMEs. (Total Words Amount: 2994)

Synthesis and Properties of Liquid Crystals for VAN

Synthesis and Properties of Liquid Crystals for VAN Synthesis and properties of liquid crystals for vertically aligned nematic (VAN) displays Introduction Liquid crystals where first observed in 1853 and 1855 by Rudolph Virchow and C. Mettenheimer respectively, both observed a flowing fluid like compound which was birefringent (brightly coloured) between cross-polarisers much like a crystalline solid, hence the compound was both liquid and crystal thus liquid crystal. [3, 4]. It was not until the late 1980’s that Liquid crystals and their truly fascinating fundamental properties began their tremendous success in commercial applications.1–5 Subsequently giving rise to the vertically aligned nematic (VAN) mode in the early 1990’s. The liquid crystalline phase can be best described as a hybrid of the two most common phases of matter, Liquids and Crystals. LC compounds diffuse about much like the molecules of a liquid giving them a fluid nature, combined with this they manage to maintain a small magnitude of orientational order and sometimes some positional order in a similar manner as a crystalline solid would. Hence, liquid crystals are anisotropic fluids. Properties of Liquid crystals and the nematic mesophase The nematic phase of calamitic (rod like) liquid crystals is the simplest liquid crystal phase. In this phase the molecules maintain a preferred orientatioanl direction as they diffuse throughout the sample. There is no positional order in the phase as depicted by figure 1.1. Synthesis of Liquid Crystals General Synthesis Generally, the most common liquid crystals are based on aromatic sub units due to their ease of synthesis and obtainability. The vast majority of LC building blocks are commercially accessible or fairly simple to synthesize via electrophilic substitutions such as Friedel-Crafts acylation, bromonation and nitration. For those functional groups that cannot be directly substituted interconverions usually take place with bromine often being the chosen leaving group (e.g., CO2H, NH2, CN and OH). Due to the individual nature of substituents their specific directing effect and a specific effect on the rate of reaction must be taken into consideration. By taking this into account reactions must be carried out in the appropriate order to arrive at the desired product. Figure 1 Electrohpilic Substiutions of Benzene A key advancement in synthesis arrived with the recognition that a wide range of intermediates could be efficiently prepared from alkyl-bromo-benzenes due to the ease of conversion of the bromo substituent into a previously inaccessible groups. From a range of synthetic methods described in scheme 1 a valuable number of carboxcylic acids and phenols can be prepared. This follows on to the synthesis of multi-aryl LC materials where esterification (see Scheme 2) is employed to couple multiple aryl units. Esterification commonly occurs in two processes firstly, the traditional method (Method A) of converting the carboxcylic acid into the acid chloride derivative with either thionyl chloride or oxalyl chloride. The acid chloride is then reacted with the phenol in the presence of a base to remove the hydrogen chloride as it is formed. The second and more recent method (Method B) involves an in-situ reaction which uses N,N-dicyclohexylcarbodiimide (DCC) to activate the acid towards nucleop hilic attack from the phenol and a proton transfer catalyst ( 4-(N,N-dimethylamino)pyridine ) (DMAP). Scheme 2 Esterification coupling reaction LC materials with multiaryl cores (e.g., biphenyls and terphenyls) are somewhat more difficult to produce due to the direct bond between aryl sections. However, the development of palladium-catalysed cross-coupling reactions has created a means in which to form the direct carbon-carbon bonds needed. There are a vast number of methods to facilitate the generation of these carbon-carbon bonds but by far the most prolific involves the use of aryl bromides (4) and arylboronic acids (5). Figure 3 Palladium catalysed cross-coupling Alternative to the use aryl bromides are the aryl iodides, there increased stability as a leaving group provide a reaction pathway with an increased rate of reaction. Chloro and triflate are also other viable leaving groups, where the triflate group is essential in the synthesis of alkenyl-substituted LCs. Perhaps the most important palladium-catalysed cross-coupling reaction is the selective coupling that can occur by using a bromo-fluoro-iodo-substituted system (see Scheme 4) Figure 4 Dicouplong reactions of Benzene derivatives As the iodo group is a better leaving group it can be coupled with an arylboronic acid, following purification a second coupling reaction can occur on the bromo site giving rise to the synthesis of LC materials with more than two aromatic core units. In order to control the mesomorphic and physical properties of LC lateral substitutions are often employed, the fluoro substituent is the most commonly used lateral unit, as it is electron withdrawing in nature it renders adjacent H atoms acidic and thus making them vulnerable to strong basic conditions. By taking advantage of this vulnerability the desired functional groups for example the boronic acids needed for cross-coupling reactions are far more easily obtained. The only consistent approach for introducing a fluoro substituent into an aromatic system is via the diazotisation and successive fluoronation of the chosen aromatic amine, which in turn generated from the reduction of the nitroarene generated from the nitration of the bas ic aryl unit. Nonetheless, a broad variety of simple fluoro-substituted materials can be easily acquired commercially and thus synthesis often begins with fluro substituents already present (see Scheme 5). Unfortunately this gives rise to complications when trying to introduce terminal alkyl chains to the fluorinated compounds. Accordingly, a different approach is required and thus bromo-fluoro-iodo-benzene units are needed for successful synthesis of fluoro-substituted LC materials. Scheme 4 shows some reactions of these units to synthesis some adavance LC materials. The finishing touches Liquid crystals for VAN mode displays must have one vital property in order to be considered for this application, negative dielectric anisotropy. Negative dielectric anisotropy can be introduced by creating a strong lateral dipole within the LC material this is done by introducing lateral groups with high electronegativity such as fluorine as explained previously in this section, lateral chloro substitutents have also been considered in order to create negative dielectric anisotropy as they create a greater dipole than fluorine. However, the greater size of the chloro substituent renders it of little use as this subsequently gives the material low liquid crystal phase stability and high viscosity making it useless in VAN mode displays. Figure 5 Subsitution reactions of difluroaryl compounds Vertically aligned nematic (VAN) liquid crystal displays About the VAN displays The vertically aligned nematic (VAN) mode first came into development in the early 1990’s, first generation LC materials were based on rod like molecular structures and managed to achieve fast switching times of around 25ms. Unfortunately, the early attempts to introduce displays of this kind failed. This was for two major reasons, a switching time of What makes up a VAN display? VAN devices are made up of two parallel glass plates separated by a small gap of 3-10Â µm containing the nematic liquid crystal phase, on the top piece of glass sit a thin film of material which polarises a light that passes through it. On the inside of the top piece of glass there is a indium oxide (ITO) layer which acts as a conductor, this layer is linked to a surfactant. The inner layer of the bottom piece of glass is also coated with the ITO layer and the surfactant. The surfactant enables the liquid crystal to be connected with the conductor thus enabling the flow of a current. The display can be designed to be either passive or active. When passive the display does not generate any light itself it instead uses ambient light from surroundings which is reflected by a mirror like surface below the bottom piece of glass. When designed to be active the display is built with a light source behind the display which passes directly through the display rather than being reflected Working principle of VAN displays The average molecular orientation (director orientation) without the electric field is perpendicular to the substrate of the display. With this homeotropic orientation and crossed polarizers, the VA mode is working in the so called normally black mode. For the incident light the liquid crystal in the off state behaves like an isotropic medium (the light sees only the ordinary refractive index). As a consequence very good black states can be achieved independent of the wavelength of the light and the operating temperature. Pixel and electrode design of VA displays allow for a high aperture ratio resulting in a high brightness of the display. These two points are the main reason for the good contrast of VA LCDs.. Since the directors are oriented homeotropically in the off state, they can be tilted randomly in any direction by the electric field. This leads to disclination lines between domains of equal orientation, thus deteriorating the optical performance. Figure 6 VA Mode working display As VAN displays use LC materials with negative dielectric anisotropy, application of a voltage to the ITO films cause the director to tilt away from the normal to the glass surfaces as show in figure 2. This introduces a birefringence because the index of refraction for light polarised parallel to the director is different from the index of refraction for light polarised perpendicular to the director. Some of the resultant elliptically polarised light (all of it if the retardation is 180) passes through the crossed polariser and the display appears bright. In fact, since the retardation depends on the magnitude of the voltage applied to the display, this type of display can be used to produce a range of intensities of light. This is called a grey scale. For VA you have perfect black in the off-state and if apply a voltage the VA materials moves into the parallel position and this is bright. Therefore, you get a better contrast ration in VA displays. The second advantage is the switch ing process. It’s intrinsically faster to move the molecules this way.

Free College Essays - Sea Wolf :: Sea Wolf Essays

Sea Wolf      Ã‚  Ã‚  Ã‚   Wolf Larsen was a character in the book who never made it all the way through the book, but he tried very hard.   He was a very strong, brutal man with almost no respect for human life.   With all the people in the world, one dead person meant nothing to him.   He was a patient man and usually kept himself under control.   He was surprisingly smart and thoughtful for a pirate who lives on the sea.   He loved the sea and knew many things about it, such as how to outwit his brother when he came near Wolf's boat.      Ã‚  Ã‚  Ã‚   Humphrey Van Weydon, or Hump as he was called on the boat, was a landlubber.   He had a very comfortable job, and very soft skin showing how soft his life had been.   He had barely any muscles and lived a very pampered living.   He was a gentleman and very proper.   Being proper, he was very intelligent and had a very extensive vocabulary. He seemed very surprised when he realized Wolf and he both shared some vocabulary words and meanings.   Hump wasn't used to living on a boat, but he soon learned to live on one.   He became accepted on the boat with the crew.      Ã‚  Ã‚  Ã‚   Wolf and Hump were very different people with few similarities. Wolf was very strong and bullied everyone around.   He believed everyone was insignificant, while Hump was nice, proper and believed everyone was unique and we all should live and that one person can make a big difference and change in the world.   Wolf also tried to turn Hump into a strong man, since Hump was a wimp in everyone's eye on the boat.   Wolf had one disadvantage though, during his voyages, he read many books, but was never able to say what he read or really talk about anything he read.   When Hump came along, they shared and exchanged knowledge and each learned new things about the books they read.      Ã‚  Ã‚  Ã‚   One scene that stands out the most from the book was when Wolf Larsen was engaged in a battle with his brother.   Wolf played Hide-N- Seek with his brother behind fog on the seas for a long time.

Peter Careys The Fat Man In History Essay -- essays research papers

Peter Carey’s The Fat Man in History Entrapment and Isolation are common attributes of characters throughout several of the stories in The Fat Man in History. This comes across in many forms, both physical and mental. In most of the stories both entrapment and isolation often the result of the interaction of both. Stories which this theme is apparent are Crabs, Windmill in the West, and A Report on the Shadow Industry. In all of these stories characters are both entrapped and isolated by their behaviour and environment. They are not totally entrapped or isolated in all situations as they can change their behaviour to avoid this, however some of the stories depicting characters isolated or entrapped by their environment have less choice in their situation. Crabs was one of the stories where the isolation and entrapment were results of behaviour but later involved environment. The setting we are introduced to is one of isolation portrayed by the every man for himself world. Car owners were the prey of both Karboys and Police with support from no one against these forces. Crabs could have avoided this by having car that was less of a target, or not having a car at all, even though this would have been a difficult sacrifice. This isolation was the cause for his physical entrapment in the drive-in. During his entrapment in the drive in a further isolation was endured by Crabs. His choice of solitude was brought on by himself however, as he had become bored with the world ...

Islam and Freud

Lubna Rehman Freud’s Dream Interpretation in the Light of Islamic Dream Ideas Questions about dreams, about why do we have them and what do they mean are questions that have been a subject of debate for centuries. On the one hand we have scientists who believe that we dream for  physiological  reasons alone and that dreams are essentially mental nonsense devoid of psychological meaning: â€Å"A tale told by an idiot, full of sound and fury, signifying nothing. † The idea that dreams are nothing more than â€Å"meaningless biology†. On the other hand we have a coalition of Freudians which includes Dr.Fleiss who found his dream interpretations â€Å"quite accurate† and other dream analyzers who committed to the view that we dream for  psychological  reasons and that dreams always contain important information about the self or some aspects of one's life which can be extracted by various methods of interpretation. This camp says that â€Å"an uninter preted dream is like an unopened letter. † The third camp is the one occupying the middle ground, that believes both of the extreme positions on the function and meaning of dreams to be partly right and partly wrong.Its proponents such as Alfred Adler argue that dreams may have both physiological and psychological determinants, and therefore can be either meaningful or meaningless, varying greatly in terms of psychological significance. Allan Hobson was also for a psychological meaning of dreams but he thought no need to lock it under layers of secretive subconscious meanings. The fourth and another important camp about dreams in the Muslim faith. In the Qur’an, as in the Jewish Torah and the Christian New Testament, dreams serve as a vital medium by which God communicates with humans.Dreams offer divine guidance and comfort, warn people of impending danger, and offer prophetic glimpses of the future, offer a valuable source of wisdom, understanding, and inspiration. Sa tan also plays a major role in dreams by bestowing dreams that cause grief or even purely sexual dreams (unlike Freud’s sexual ‘interpretation’) which requires the dreamer to take a bath. Trying to cover up the cultural chasm between Islamic and Western traditions, this paper is an attempt to highlight and contrast the Islamic and Freudian ideas of dream interpretation.The simple fact is that all humans dream, and thus dreaming itself is a bridging phenomenon between the two traditions. Freud thought that the function of dreams was to allow the release of repressed thoughts and impulses which cause excitation in neural activity. The only way that the wish could be subdued is by the release of the â€Å"nervous energy† that was caused by it. Also, Freud noted that â€Å"though the number of symbols is large, the number of subjects symbolized is not large. In dreams those pertaining to sexual life are the overwhelming majority†¦They represent the most primitive ideas and interests imaginable. † Therefore, the same â€Å"dream symbol† meant that they both had the same repressed wish. | Part of what made people skeptical about Freudian theories is this notion of universal dream symbolism. That is, if two people have the same visual imagery in a dream, is it the case that it has the same meaning? Some scientists dismiss the notion of  meaning  all together. | Allan Hobson and Robert McCarley, two Harvard University scientists stressed that the motivating force for dreaming is not  psychological  but  physiological.Muslims on the other hand have been paying close attention to their dreams for nearly 1500 years, and their insights and observations have many significant points of contact with the theories developed by Western psychologists over the past 150 years. With the very definition of who the Islamic interpreters of dreams are, Muslims can discard the very existence of Freud’s ideas. Sunnah says tha t the interpreters of dreams are either Prophets or their followers. Or else, they have to be good, pious and knowledgeable people who know the Quran, the sunnah, Arabic language and the culture and tradition of the people.Like Islam, even though Freud did look at the content, significance, purpose, the person, his people, state, job and livelihood; Freud limited his growth when he theorized that personality is developed by the person’s childhood experiences. He was always sure about his disbelief in religion. He actually envisaged that as the masses of people become further educated, they would ‘turn away’ from the ‘fairy tales of religion. ’   Carl Jung, a contemporary of Freud took an exception.He wrote, â€Å"Freud has unfortunately overlooked the fact that man has never yet been able singlehanded to hold his own against the powers of darkness — that is, of the unconscious. Man has always stood in need of the spiritual help which each i ndividual’s own religion held out to him. † Jung agrees with Freud that dreams may look backward to past experiences, but he argues that dreams also look forward to anticipate what the dreamer's future developments may be . Jung did not mean that dreams predict the future, only that dreams can suggest what might happen, what possibilities the future might hold.Hence, Carl Jung, a totally opposite pole of Freud and a non-deliberate support to Islam, believes in the â€Å"religious man† unlike to Freud who believed in the â€Å"psychological man†. Freud’s perception of dreams seems so much influenced by secularism and so he seems to approach dreams from a materialistic point of view. To him, unlike Islam, dreams represent purely material meanings and the characteristics of dream life are a disconnected activity of separated organs or groups of cells in a sleeping mind. Freud took dreams to be like phobias and obsessions.He classified dreams into wishf ul thinking, being aggressive or sexual and considered most of the symbols that appear in dreams to be sexual which represent the male or female sexual organs. As can be seen in the book â€Å"Interpretation of Dreams†, all kind of playing, slipping, breaking branches etc were all symbols of masturbation according to him and breaking of teeth was something symbolic to castration. He observed that these symbols are â€Å"a sort of substitute for the thought process, full of meaning and emotion†. Where he interprets a lock and key to be a sexual act, the Hadith interprets it to be a symbol of wealth, power and authority.Where he thinks of a knot to be another sexual act, a knot according to Islamic dream interpretation symbolizes grief. Unfastening of the knot symbolizes a freedom from grief. So, even though one can agree with him that these symbols carry a lot of meanings but one can also disagree with him on the kind of the meaning that they carry. It is not always tru e that all the dream symbols would carry the same message of aggressiveness and sexuality. Looking at our normal life and the dreams that we get from time to time it is not true that all of them fall under these categories as Freud claims.Some dreams reveal more important messages to an individual or to society. Logically speaking, human beings are different and so they think differently, therefore, even their dreams, which may be representing another world of creation, must be of different kinds and each dream by necessity must have a different message that it carries. Therefore, Freud’s allegation that most dreams are sexual is not acceptable. Nevertheless, his division of dreams into simple and complex is acceptable. Islam’s disagreement with him lies in, among other things, the way he describes the simple dreams, which he called â€Å"wish ulfillments category†. In his words he elaborated this category by saying â€Å"these are connected with day time life. The wishes, which are fulfilled in them, are carried over from daytime and as a rule from the day before, and in waking life they have been accompanied by intense emotion†. It is also not true that all the simple dreams are carried over from daytime and it therefore follows that not all of them are wish fulfillments of a dreamer. Furthermore, his rule of such dreams coming from the day preceding the dream is also not true to all the dreams of this kind.An example to illustrate this will be of a dream analyst who was sent to Africa on a government mission. He confirmed that as much as he wished in his trip to East Africa to have a dream on Africans, he was not successful in the period of some months he spent with them. In Islam dreams are taken to be of great significance. They are not merely a matter of wild recollections of one’s activities in his alertness that may resurface to someone in his sleep; rather they are a form of connection of the soul in its spirituality with the other unseen world.This can be easily observed in our daily activities or even in something as least-considered as clothes which do have spiritual connotations. For example a woman wearing silk clothes in her dream implies her getting married, acquiring wealth or even a ceremony of some forthcoming mourning. This clearly proves how dreams, as against Freud’s theory, do have religious and not just materialistic links. In Surah Al-Ana’m, the Holy Quran says, â€Å"He is the One who takes up your souls at night, and knows what you earned during the day, then raises you from it (sleep), so as to complete the time fixed (for you to live)†.Surah Al-Zumr says, â€Å"God captures the souls at the time of death as well as those whose time has not yet arrived, in sleep. Then He keeps back those whose death has been decreed and sends back for an appointed time, the others†. Hence, in disagreement with Freud, Islam sees a complete connection with God while dreaming. Where in Islam the dream is related to the truthfulness of the dreamer, Freud’s theory proves it to be the preceding day’s affair; where Freud believed dreams to only gratify unconscious desires and longings, Islam showcases them as a glimpse into the future, a hint or sometimes even a warning.Being irreligious, and especially a non-Muslim, Freud did very little for the dream-theory propounded by different religions. Though his â€Å"Interpretation of Dreams† presents an unprejudiced and almost unerring analysis of dreams, it includes only a few types of dreams. It gives us a mixture of different kinds of fallacious dreams while totally ignores the veracious dreams because veracious dreams have almost nothing to do with one’s psyche; and were, therefore, totally unknown to psychologists like Freud.Also, since the future is more important than the past of a dreamer, he would definitely prefer Islamic Hermeneutics in order to know about his future . Where Freudian Hermeneutics is the product of the researches/studies of one individual, in the Western context, in the ‘Modern’ post-Renaissance period; Islamic Hermeneutics represents a divinely revealed system incorporating the entire structure of human existence in this world and the next, which is in itself detailed, complete and traditionally active since many centuries in various parts of the Islamic world.

Basic Concepts in the Law of Contracts

LGST 612 Prof. Kevin Werbach BASIC CONCEPTS IN THE LAW OF CONTRACTS Contracts are essential to business. They are a legal mechanism used in every industry and every part of the world to structure relationships among firms, and with customers, partners, and suppliers. Over several centuries, the law governing contracts has developed a large number of doctrines. Most are consistent with common sense, but unless you know what the rules are, you can easily make a mistake. This document introduces the fundamentals of contract law most relevant to businesspeople.Important legal terms are italicized. What is a Contract? And what is Contract Law? Legally, a contract is a set of promises that the law will enforce. We make promises all the time. Only some of them – the ones that meet the contract formation requirements listed below – are legally enforceable. That means the legal system, in the form of courts, can step in to order some action or payment for violation of the contra ct. Contracts are therefore private deals with the possibility of public (governmental) enforcement.Of course, there are many reasons to fulfill promises other than legal obligations. Reneging on promises may be unethical, or may result in a loss of goodwill or reputation as costly or more so than anything a court can impose. The general principles of contract law are fairly universal around the world. However, specific rules vary from country to country. In common law countries such as the United States and Great Britain, most of the legal doctrines governing contracts have been developed by courts over the centuries.In civil law countries such as those in Continental Europe, most of the terms of contract law are specified through comprehensive legislative codes. Even in the U. S. , some aspects of contract law are regulated by legislation. Certain classes of contracts involving employment, securities transactions, health care, and consumer financial transactions are subject to reg ulations that supersede the general principles of common law. Commercial contracts for the sale of goods (as opposed to services like consulting) are covered in virtually every state in the U. S. y the Uniform Commercial Code, which imposes specific statutory requirements. And certain contracts are made unenforceable by the Constitution: for example, a provision that a house may not be sold to a certain racial or ethnic group. Parties negotiating a contract each believe they will benefit from the agreement. For example, a corporation purchasing a license for enterprise software believes the benefit from the software will exceed the price it pays, and the software vendor believes the price will exceed sum of expected costs for providing access to its product.When parties enter into a contract, therefore, they generally do not expect it to be breached (violated), or to resort to the legal system. However, they recognize that sometimes a partner may make a promise with good intentions, and later fail to fulfill it, or that circumstances may chance in some way. When evaluating contracts, courts will generally not consider whether the deal was a good one for either side. The standard view is that no one forced the parties to enter into the contract; they should be held to the bargain they struck.Another way to think of a contract is as a legal hedge against uncertainty or risk. The contract gives each party confidence that if the other fails to perform, they can receive compensation through the courts. It also allows parties to specify how specific situations in the future may be addressed. For example, in the software license described above, what happens if the buyer decides to modify some of the software code and resell it? Rather than wait for the confusion if that happens, the parties can specify ahead of time how the situation will be handled, by adding provisions to the contract.LGST 612 (Prof. Werbach) Page 2 Contemporary legal systems focus on two things i n contracts cases: intent and reliance. If the evidence shows that all parties acted as though they intended to be legally bound to a contract, and the plaintiff (the one filing the lawsuit) reasonably relied on the defendant to follow through with the contract, the courts will generally enforce it. To do otherwise would be unfair to the party that was harmed by honoring their commitments. In modern contract law, intent and reasonable reliance often trump formalities.A contract may generally be enforced even if it not signed, written, or even expressly made. For example, if a fishmonger delivers fresh fish to a restaurant every Monday for a year and receives the same payment each time, there may be an implied contract even if the parties never explicitly spoke about it. The plaintiff still needs to convince the judge or jury in court, which is much harder to do based on oral testimony than documentary evidence. Unwritten contracts also leave significant gaps for courts to fill in.Th e implied contract between the restaurant and the fishmonger, for example, could be terminated at any time by the parties, because there is no explicit term guaranteeing how long it will last. Remedies What a court awards to a successful plaintiff for breach of contract is known as the remedy. In contract law, the sole purpose of the remedy is to adequately compensate for the breach. You cannot receive additional â€Å"punitive† damages to punish someone for breach of contract, as you might under a tort claim such as products liability. The same facts, however, might give rise to both kinds of claims, as when a party deliberately breaks a contract in order to harm the other party’s business. ) In most contracts cases, the remedy is a payment of money, known as damages. There are three main ways that courts may calculate the level of damages: †¢ Expectation is the preferred formula. Whenever possible, this is what courts will use. Expectation means that the plainti ff (who did not breach the contract) gets the â€Å"benefit of the bargain. † In other words, they receive compensation to put them in the position they would have been in, had the contract been performed.For example, if an airline enters into a futures contract to purchase jet fuel in one year at $4/gallon, and at the time of performance the fuel company breaches because the spot market price is now $7/gallon, the expectation remedy would be $3/gallon times the number of gallons. In other words, it is the difference between the market and contract price. That way, the airline can buy the fuel from someone else at the market price, and still get the benefit of the contract. Reliance is used when expectation damages cannot be calculated because the amounts are too uncertain, or there is some other reason not to give expectation damages.Under this formula, the plaintiff gets back any costs he or she has expected by relying on the contract, so they are no worse off than before t he agreement. Generally, this will be a smaller amount than the expectation remedy. Restitution is used in rare situations where even reliance damages are not feasible to determine. Under this formula, the defendant (who breached the contract) must give back whatever benefit he or she received from the plaintiff, even if this does not fully cover the plaintiff’s reliance.For example, if the plaintiff paid money to the defendant for some services, the defendant must give it back. †¢ †¢ Courts may also consider awarding incidental and consequential damages. These are other costs the plaintiff can demonstrate, which go beyond his or her expectation under the contract. For example, imagine a factory owner contracts for a $50,000 piece of machinery to power a production line, and LGST 612 (Prof. Werbach) Page 3 the supplier breaches the contract. It takes a month before the factory can obtain an equivalent machine from another supplier (also for $50,000).As a result, the factory loses one month of production, which produces financial losses of $500,000 and causes its customers to terminate future orders worth several million dollars. All those costs are considered consequential damages. Whether they can be recovered depends on how foreseeable they were, and on the terms of the contract itself. On the one hand, those are actual losses the plaintiff suffered; on the other hand, was it reasonable to think the defendant took on millions of dollars of potential liability when it sold a $50,000 machine?In limited situations, monetary damages are not sufficient to give the plaintiff an adequate remedy. In such cases, a court may order an injunction (forbidding the defendant from some course of action) or specific performance (affirmatively ordering the defendant to go through with the transaction). Specific performance is only available for unique objects, where the money to purchase a similar object is not considered sufficient. This includes things such as works of art and real estate. Breach Failing to follow through on the legal obligations of a contract is called a breach.A breach might mean one party totally ignored its contractual obligations, or that it failed to perform some of them (such as completing the contracted-for services within a specified time), or that it did so in an inadequate manner. Whether something constitutes a breach is a factual decision for the court. The decision may be easier if the contract itself specifies conditions for breach, or whether a failure to perform specific responsibilities constitutes a breach of the whole agreement.As mentioned above, breaching a contract is not the same thing as breaking a promise, because law and ethics are not identical. In particular, sometimes a breach is, economically at least, a good thing. Imagine that an architect contracts with a cabinetmaker for custom-designed built-in furniture in a renovated house. However, the owner of the house changes her mind before f inalizing her contract with the architect, and he loses the commission. The cabinetmaker has not yet started to manufacture the furniture.It would be wasteful to force the architect to go through with the contract, when he knows the cabinets will be useless. It is more efficient for the architect to breach the agreement. So long as the architect pays sufficient compensation to the cabinetmaker (voluntarily or in the form of monetary damages or a voluntary payment), there is nothing unethical in his breach. Contract Formation There are five required elements for a legally binding contract. In other words, a plaintiff suing for breach of contract must first show that all five were met. Then they must show the contract was breached, and they are entitled to a remedy. ) 1. 2. 3. 4. 5. Offer Acceptance Consideration Legality Capacity The first two requirements, offer and acceptance, are sometimes lumped together and called â€Å"mutual assent. † They are typically the most difficu lt and important elements to establish. LGST 612 (Prof. Werbach) Offer Page 4 An offer is a proposal that manifests intent to enter into a contract. It is distinguished from an invitation, which is merely a proposal to enter into negotiations and therefore not legally binding.The party that makes an offer is called the offeror and the party that receives it is called the offeree. For the offer to be valid, the offeror must: 1. Manifest the intent to enter into a contract 2. Be definite and certain regarding the essential terms of the proposed contract 3. Communicate the offer to the offeree Suppose you are at a used-car dealer's lot. You see a care you like with the price listed as $9,995. You ask the salesperson what he’d take for the car; he doesn't answer you, but responds by asking you what you would offer.If you then say, â€Å"I wouldn't pay the list price, but I might pay $8,000 if I could finance it,† have you made an offer? In considering questions of this typ e, courts will look to â€Å"objective† manifestations of intent. Would a reasonable (ordinary, average) person, listening to your conversation in context, think that you intended to bound into a contract if the salesperson accepted? Again, reasonable reliance is what the courts look to protect, so your subjective mental state, even if it could be reliably determined, is irrelevant. Courts do, however, consider the context.You might offer to purchase a candy bar simply by holding out a dollar bill to a cashier, but an offer to enter into a multi-million dollar merger agreement might require significantly greater formalities. Similarly, if it would be clear to a reasonable observer that a statement was made as a joke, or in a social setting that does not involve contractual obligations, such as a wedding invitation, there is no binding offer. All these, however, are factual questions that courts might assess by hearing witnesses, looking at evidence, and listening to experts.A cceptance An acceptance is the mirror of an offer. If the offeree (the one receiving the offer) objectively manifests intent to be bound, the other elements below are met, and the offer is still valid, a contract comes into being at that moment. Intent is evaluated the same way for acceptance as for the offer. For the acceptance, however, courts are more sensitive to situations where someone takes actions that indicate acceptance (such as signing a document), but does not in fact understand the obligations they are undertaking.In such cases, courts generally look to whether this is the sort of contract that is typically accepted in that manner, and whether the offeree had a reasonable opportunity to analyze the contract but chose not to. Many business-to-consumer agreements are so-called contracts of adhesion or form contracts, where the consumer has no real opportunity to negotiate the specific terms – think of a rental-car agreement – but acceptance is still generall y considered valid because there are other means to protect the consumers and the alternative would be extremely inefficient and cumbersome.There are four ways that an offer may no longer be valid: 1. The offeror may generally revoke the offer by communicating that to the other party at any moment before acceptance. 2. If the one receiving the offer rejects it, which includes making a counter-offer, the original offer is considered no longer binding. 3. After some reasonable period of time, determined by the court based on the context, offers lapse. You cannot walk into a used-car dealer and say you are accepting the list price of a car advertised two years before. 4. Death or incapacitation of an offeror generally cancels an offer.One exception to the rule about revocation of offers is the option contract. This is essentially a contract that binds only one party. For example, a property owner might grant a real estate investor LGST 612 (Prof. Werbach) Page 5 an option to purchase a building for $15 million within a period of 90 days. If the investor comes forward with the $15 million, the owner must sell the building. The investor, however, is under no obligation to do anything. (Options on stocks operate the same way; the price for the put or call is the payment for the option. ) Under U. S. aw, there must be a separate payment for holding open the option, even if it is specified in the same document as the purchase terms. In other words, in the real estate example, if the building owner promised to keep the offer open for 90 days, but received no compensation for that promise, it would technically be free to sell to someone else. In many other countries, a party that promises an option must keep it open for a reasonable period of time, even without payment. The acceptance must mirror the offer. That means the offeree must comply with any conditions the offeror placed on the offer.If, for example, the offer states that payment must be made in cash, or that t hose wishing to accept the offer must show up in person at a certain location, those conditions must be met for a valid acceptance. If the offeror does not specify, the offeree may use any reasonable means. This may even include actions rather than words. If I ask a friend to bring me a sandwich from the cafe downstairs, which I’ll pay for, and she immediately goes to purchase it without saying a word, her actions would likely be a sufficient manifestation of intent.As always, context matters. In a complex commercial negotiation, it may be reasonable to exchange numerous very specific drafts, which are not formally accepted until the final version is signed off on by senior executives. Consideration Consideration means that each party has committed to giving up something of value to induce the promise or action of the other party. It is the way the law distinguishes an enforceable contractual bargain from a gift. If someone promises to give you a gift, and then reneges on the promise, you cannot sue them for breach of contract.There was no contract to begin with, because you did not have to give anything up in return for the gift. In most contracts, consideration will be money in exchange for some goods or services. However, it can be anything of legal value, including property or voluntarily giving up a legal right to act in a certain way. In a famous case, a court held that an uncle’s promise to pay money to his nephew if the nephew gave up smoking and drinking was enforceable, because the nephew stopped doing something he was legally entitled to do. The consideration must, however, be needed to induce the promise.If your action or inaction wasn’t what motivated the other party, there is no consideration. The amount of consideration need not match the value of what the party receives in return. A contract to pay $100 for a computer worth $1,000 may be a bad deal, but it has sufficient consideration. The main question is whether there is something of value exchanged to demonstrate the agreement is not a gift. In business agreements, this sometimes means a recital (a contractual provision that simply states a fact) along the lines of, â€Å"in exchange for good and valuable onsideration of one dollar†¦Ã¢â‚¬  to ensure consideration is found. Legality Contracts that are made for an illegal purpose will not be enforceable in a court of law. An agreement with a hit man to kill a disfavored relative may meet all of the formalities of a contract, but it should be obvious that you could not sue him for failing to go through with it. More realistically, an agreement to engage in bribery or to restrain market competition in violation of antitrust laws would be unenforceable.Capacity All parties to a contract must have the legal capacity to enter into a binding agreement. In other words, they must have what the law considers sufficient mental fortitude to understand and commit to LGST 612 (Prof. Werbach) Page 6 the obl igations involved. Two main classes of people who do not have capacity are children and those under significant mental disability or impairment. Children are generally not allowed to become legally bound by contracts. (The specific age cutoff and other considerations vary from jurisdiction to jurisdiction. If an adult contracts with a child, the child can void the contract at will, but the adult is still bound if the child wishes to enforce the agreement. The other situations in which capacity becomes an issue are when a party either has a significant disability that prevents them from understanding contractual obligations, or they are too severely impaired by drugs, alcohol, or another factor. Capacity is judged objectively: would a reasonable observer think the party was in a state that made it impossible to express intent to contract?If so, the party at that moment lacks the legal capacity. It is important to note that capacity is not the same thing as capability or authority. A bank may not actually have the financial wherewithal to provide the financing that it contracts for, but this does not mean it is incapable of entering into any contract. If it fails to provide the financing that the other party reasonably relied on, it is in breach of contract, whether or not it actually has the resources needed to perform. Similarly, an agent may or may not have the legal authority to speak for a firm.If a sales representative (or someone claiming to be a sales representative) commits a company to an agreement with a customer that the company does not in fact wish to honor, that has no bearing on the legal capacity to contract. In that situation, the court must determine whether it is appropriate to bind the company. If the salesperson did not in fact have actual authority to sign off on such contracts, courts would look to whether it was reasonable for the customer to think that they did, especially without communicating with corporate headquarters.Whether a Cont ract Must be in Writing (â€Å"Statute of Frauds†) As mentioned above, there is no general requirement that contracts be in writing. It is generally a good idea to write contracts down, because that provides clear evidence of their existence and terms if they are ever breached. Fundamentally, though, an oral agreement, or an unsigned written agreement, is a valid contract, except in two broad cases. The first is when there is a statutory or regulatory requirement to put a certain agreement in writing. This is often the case, for example, with financial and healthcare agreements.The second is if the contract is under the statute of frauds. The Statute of Frauds was a 17th century English law that required some contracts to be in writing, because otherwise there would be too much risk of witnesses lying (the â€Å"fraud†) in their oral testimony in court. Today, the term refers mostly to common law principles that impose a writing requirement, plus provisions of certain modern statutes (such as the Uniform Commercial Code) that impose similar obligations. Saying that a contract is â€Å"under the statute of frauds† means that it has to be in writing.There are several categories of contracts that fall under the statute of frauds, including suretyship (promising to pay someone else’s debts) and contracts in consideration of marriage (such as prenuptial agreements). The three categories most likely to arise in a business context are: †¢ †¢ Sale of land. This also includes interests in land, such as a mortgage. Sales of goods worth $500 or more. Note that contracts for services, such as consulting or financial advice, are not covered under this provision. The $500 figure comes from the Uniform Commercial Code, and is an arbitrary figure, not pegged to inflation.LGST 612 (Prof. Werbach) Page 7 †¢ Promises not performable in one year. In other words, there is no way the contract could be successfully performed within a year. If the contract does not specify a term of longer than a year, and there is come conceivable scenario in which both parties would discharge their responsibilities before the end of the year, it need not be in writing. If a contract falls under the statute of frauds, a sufficient â€Å"writing† is a document that identifies the parties, describes the basic obligations of the contract, and is signed by the party to be charged.As with any written contract, if there are specific details not set out in the document, the court can interpret the language or fill in reasonable terms as necessary to enforce it. If, however, the writing is missing a material term – for example, the price in most sales contracts – it is not enforceable. Basically, the court needs enough information to determine a remedy. If the contract is not under the statute of frauds, the courts can look to other written evidence or oral testimony to find a material term. However, if the parties simply failed to agree on such an essential point, the contract is unenforceable.Note that when the statute of frauds applies, only one party is required to sign the agreement: the party who is being sued to enforce it (the defendant). The signature of the other party may still be useful to prove there was intent to enter into a binding agreement. Excuses to Performance In some circumstances, a party will not be held to an agreement, even when it met all the legal requirements for a valid contract. The most common excuses to performance are: Fraud. If one party induces a contract by lying to the other party, it is not enforceable even when the form of the contract is perfectly good.Duress. If a party felt it was forced to enter into a contract against its will, it can claim the contract is unenforceable due to duress. This means something more than a difficult situation or a tough negotiating partner on the other side. For example, if there is only one supplier for an important input with sufficient production capacity, buying from that supplier is not duress. There must generally be some misconduct, involving threats to engage in illegal conduct or breach other obligations, which convinces the other party it has no choice. Unconscionability.As noted above, a contract will not be considered unenforceable because it is unfair, or because there is unequal bargaining power (as is typically the case in business-to-consumer interactions). However, if one party has no reasonable opportunity to understand the obligations they are undertaking, or there are terms in the agreement so manifestly unfair that they â€Å"shock the conscience,† courts can declare specific provisions or whole contracts as unconscionable. This doctrine is successfully invoked infrequently, and then typically when there is unfairness in the process, rather than the substantive terms.Mutual mistake. If both parties were mistaken about the fundamental subject matter of the contract, such that th ey never truly had an agreement, the contract can be declared unenforceable. If the mistake is simply a bad business decision, such as an assumption that the price of a good will not increase substantially, it will not excuse performance. Impossibility/frustration of purpose. If circumstances change so dramatically that either a contract is effectively impossible to perform, or it would be pointless to complete it, courts can excuse performance.As with the other doctrines, courts will not release parties from their obligations if performance is merely more difficult or costly than they expected. – – – – LGST 612 (Prof. Werbach) Page 8 These excuses are considered by courts after the fact. In such situations, there is a contract, but there is no legal remedy for a breach. Sometimes, the result is merely to sever a problematic provision of the contract. For example, a contract may be enforceable minus the specific term the court considered unconscionable.Re covery Outside of Contract (â€Å"Promissory Estoppel†) Modern contract law makes it relatively easy for parties to enter into contracts, to specify the terms of those contracts, and to be excused from contractual obligations when fundamental fairness dictates. Consequently, the legal system generally focuses on whether the procedural obligations of contract law described above have been met, rather than on whether the outcome is just. After all, the parties were free to act differently, yet chose to structure their agreement in a certain way.Why should the courts interfere with their decisions? In a host of cases, this freedom-based view of contracts fails to account for reality. Inequalities in access to information or bargaining power may so warp the relationship between parties that the formal structure of an agreement may not actually reflect the intent of at least one of them. Or there may be significant public policy concerns, such as avoiding mistreatment of patients or retail investors, which counsel for heightened obligations beyond those of common-law contract doctrines.Another category cuts in the opposite direction. Sometimes the un-enforceability of an agreement is unfair. If one party reasonably relies on the other party, yet has no remedy because the agreement is unenforceable, it can create a situation in which the courts view themselves as parties to an injustice. The legal doctrine known as promissory estoppel arose to allow for recovery of damages in court, even when there is no enforceable contract between the parties.The Restatement (Second) of Contracts, a collection of â€Å"best practices† in contract law written by leading legal experts in the field, describes promissory estoppel as follows: â€Å"A promise which the promisor should reasonably expect to induce action or forbearance on the part of the promisee or a third person and which does induce such action or forbearance is binding if injustice can be avoided only b y enforcement of the promise. The remedy granted for breach may be limited as justice requires. † Most commonly this doctrine is invoked for charitable gifts.For example, imagine that a donor to Wharton promises the school $100 million for a new building bearing her name, the school builds the building in reliance on the gift, and the donor then reneges on the promise. There is no enforceable contract, because there is no consideration. (The school’s expenditure in building the building was a response to the promised gift; it is not what induced the promise, as required for consideration. ) In such a situation, if a court feels it would be an â€Å"injustice† that Wharton receives no compensation, it can award damages on a promissory estoppel theory.Courts have applied promissory estoppel in other situations where, because of some legal quirk, a party reasonably relies on a contract and yet has no adequate remedy. Note that promissory estoppel is a distinct legal claim, not a lawsuit based on a valid contract. One consequence is that damages are generally limited to reliance. In the donation example in the previous paragraph, this means that Wharton might recover the amount it spent on constructing the building, but not the full $100 million that was promised. And remember that the court can decline to award anything if it does not feel that an injustice has occurred.