Law of Seas Notes

Limitations: Article 116 – there are 3 ways in which people who whose to fish on high seas are limited. What's the limitation of fishing on high seas. – answer Isn't 87, BUT article 116 treaty obligations must be complied with, rights and duties of coastal states must be respected. Articles 116-120 – relate to conservation and management of living sources on the high seas. Article 118 – says that countries should cooperate, subrogation fisheries and organizations so government agencies can assess what's being exploited so as to negotiate resources.Article 119 – when Investigating exploitation and resources, must use best scientific evidence that gives maximum sustainable yields. Consider dependent species – IPPP Can't be discriminatory and can't be against fisherman of particular state. Backwards from high seas what's the next zone – economic zone – distances are important – 24 to 200 nautical miles Then next zone is cont iguous zone – stretches from territorial zone out to economic zone. If you know these you can flick through the book what Is the contiguous zone and what does It do? What article relates to contiguous zone – article 33 – slide number 12.What is the limitation of the contiguous zone – a state MAY control immigration in the contiguous zone – we can stop them from gashing, Infringing customs laws, sanitary laws or any regulations within the territory or territorial sea ? If no legislation, state can do nothing. From where contiguous zone is measured – from baseline – coastline is Jagged therefore they use low watermark to do it. Need to know the article – whenever you get question, you must tell article. I OFF Territorial sea – articles 3, 17 and 18. Territorial limitation is key to security for a nation.Ships are actually allowed from foreign nations can travel through, only limitation on them is stout in article 18-21 â⠂¬â€œ got to tell what PASSAGE actually means (article 18). Can't enter internal waters (where sea enters rivers) but allowed to traverse the sea. Must be expeditious (article 18(2)) got to keep going – expeditious (check dictionary) – relatively quickly. Always exceptions – legislation says well okay even though you have to keep going, you can anchor but only if it is part of your navigation procedures. That would mean ports authority would know (have permission).However, it says that force measure (serious intervention in the normal course of undertaking – e. G. Wild storm) so you can port for protection – or distress call – you can render assistance from ships, aircraft. You can only travel in territorial waters if passage is innocent (look at 19 and 21 said lecturer) – article 19 – meaning of innocent passage – 19(1) not prejudicial to the peace of the state, good order or security. Under article 19(2) – shows what ship cannot do through territorial waters. Question on innocent passage. Marks taken off if you go to wrong subsection – read question carefully.Foreigners not allowed to fish in territorial waters. Do need to know article 19. Article 21 – allows laws and regulations of coastal state in respect to the territorial sea – innocent passage. Must be inline with UNCLOGS and international law. Safety of navigation, protection of navigational aids and facilities is critical of innocent passage. Conservation of fisheries and marine ecosystem – ship cannot infringe fishing laws, can't pollute, no marine research. Article 24 – may not be a definite answer and take two sides e. G. If this if that, may be because of this etc.Reason through a problem. Duties imposed upon a coastal state: Mustn't hamper passage of foreign ships. Can't impose requirement on foreign ships which deny innocent passage. Can't discriminate – e. G. One from France, Italy, I ndonesia – can't go to Indonesia automatically (defiance of 24 1(b)). Must warn of any likely danger – e. G. Buoys etc. (24 article) Article 25 – coastal state can do anything where they think that the passage is not innocent. Got to refer to 19 and has to have reasonable proof. Rights of coastal states Only require to know certain articles put up in learn (slides).Don't want you to look at other articles Section 3 of the exam (consisting of 5 questions and 12 marks will be to do with End of the line – documentary 1 billion people out of 7. 3 billion rely on fish as source of protein instead of chicken/ other meats/ the likelihood of seafood running out by 2048 is high – not long to make stance Once fisheries collapse 250 million people will have there food supplies threatened 70% of global fisheries are beyond there capacity 90% of large fish in ocean have been fished out 1% of the worlds industrial fishing fleets result in 50% of world catches â €“ what on earth can be done?Mediumistic – blue fin tuna – largely responsible. Also the large fishing trawlers. Global fishing fleets now are 250% larger than the oceans can sustain Only 6% of the worlds oceans are actually protected e. G. Bahamas. We have got areas around news coastline protected. Cog Clove area. 40% of worlds oceans would be natural reserves blue fin tuna is major problem – 6 billion worth of illegal blue fin tuna have been fished over last 20 years. Mediumistic is freezing them. Price of tuna fish on the market is $100,000 – imagine Mediumistic price later Enormous drop in shark species over last 20 years. 5 species have dropped by 50% Tuna catches use massive nets – killing thousands of turtles, sea birds and sharks which Just get dumped back in ocean. 22,000 tones is the legal limit for tuna – currently 60,000 tones. Illegal fishing worth 9 billion a year – 52% of fish stocks are now fully exploited. If we e stablish exclusion ones for fishing it is possible that the biodiversity in fish stocks will be able to come back – but will take years Suggested that you check what your eating is sustainable – if not – don't touch it.Lecture 13 (29/06/14) – High seas belongs to everybody, and can virtually do what you want. UNCLOGS – separates prevention reduction and control on marine pollution from the rules that conserve and manage living resources. Focused on second part – sustainability. Only other convention that protects Is there any convention in the world that controls the fishing of various stocks in the high seas and beyond the continental shelf – NO

Mary Shelley vs. Frankenstein Essay

In the novel Frankenstein by Mary Shelley, the author relates her life to the events that happened in the book. Certain events in her life led her to write the horror story that eerie, rainy night at Lord Byron’s mansion in London. Mary Shelley experienced many tragedies and losses. Writing a novel like Frankenstein was her way of mourning and dealing with her grief. Her environment also had an effect on her for it inspired her to write the way she did, why she did, and why she wrote it in the first place. Mary Shelley had a desire, a wish, a craving for something she hasn’t experienced – and probably never will – motherhood. Writing Frankenstein made her feel the power of creation and that she can take care of others. She spreads the lesson that if we don’t take care of something that needs that attention, it can lead to things we don’t like. From the beginning, it was a failure. When Mary Shelley was born, her mother, Mary Wollestonecraft – the well-known woman who wrote A Vindication of the Rights of Woman – died during labor. Mary Shelley never really had a mother figure around. Her father, William Godwin, on the other hand, was always busy with business and writings that all she would do is sit around whenever her father had meetings with his fellow writers. Mary Shelley grew up in the dawn of the British Industrial Age. Britain was one of the first nations to industrialize. It was a time for the advance in technology and new things. This era could have had an effect on Mary Shelley by influencing her to use electricity and water to create the monster that Frankenstein created. It wasn’t only technology that was affected during the Industrial Revolution. Social patterns started changing too. The population boomed and new social classes appeared. There were gaps between levels of society and the upper class usually looked down on everyone else. â€Å"Reading Wollenstonecraft’s Maria and The Rights of Woman, Godwin’s Memoirs of her mother or his Political Justice, undoubtedly provided intellectual justification for Mary Shelley’s defiance of social values. â€Å"1 Mary Shelley was surrounded by workers for reforms, philosophers, a changing social climate, and even the feminist movements that her own mother started, and this caused her to write the social gaps between characters in her novel, Frankenstein. Women weren’t allowed to write before either. Her mother and other feminists who worked to be as equal as the men in society had influenced her and made her try to show the world that she, too, like any other men, can write a good novel. Mary Shelley ran away with a married man, Percy B. Shelley, to France when she was only 19 years old. Percy B. Shelley was one of her father’s friends and doing this caused her father to refuse to communicate with her for the next two and a half years. She traveled all around Europe, seeing many people and things. Percy B. Shelley impregnated her, and there was times that he left her all alone since had business to do. Mary Shelley wrote many journals. She was excited to have a baby. In February of 1815, she finally gave birth to her first child, Clara. She was two months premature and soon died early the following month. Later on after that, Mary Shelley kept attempting to have children but they kept dying. She longed to be a mother but all her attempts failed. She became depressed because of this. One summer night in 1816, Mary Shelley and many other philosophers and writers came to Lord Byron’s house in London. They couldn’t go outside because of the heavy rain so Lord Byron decided to have a contest on who can write the best horror story. Later that night, Mary Shelley had a dream. She wrote in her journal, â€Å"I saw the pale student of unhallowed arts kneeling beside the thing he had put together. I saw the hideous phantasm of a man stretched out, then, on the working of some powerful engine, show signs of life†¦ His success would terrify the artist; he would rush away†¦ hope that†¦ this thing†¦ would subside into dead matter†¦ he opens his eyes; behold the horrid thing stands at his bedside, opening his curtains†¦ â€Å"2 This of course, is the main concept of her novel which she called, Frankenstein. There are many events in Frankenstein that are related to Mary Shelley’s own life. For example, she named the first child to die in the novel William. Mary Shelley had a son who died from malaria when he was only three years old. His name was also William. Coincidence? Maybe. But there were more of these relations. â€Å"During inclement weather on a family vacation, Frankenstein happens upon the writings of Cornelius Agrippa, and is immediately fired with the longing to penetrate the secrets of life and death. Similarly it was during a wet, ungenial summer in Switzerland that Mary, Shelley, Byron and several others picked up a volume of ghost stories and decided to write [†¦ ]†3 It took Victor Frankenstein a while and first researched about how to create a life. He gathered many materials and received information from many of his professors. His mother was dying and he couldn’t accept the fact that one day life just passes someone by. He wanted to create life and this was what Mary Shelley desired also. She had suffered many losses and tragedies; first and foremost she lost her mother, then all those babies she lost. She wanted to create life also – play God. Mary Shelley had radical views and strict outlooks on society. She saw that leaving a person alone just because they were different was wrong. Mary Shelley was a caring person and she wanted to show love to all. When she eloped with Percy B. Shelley, she was misunderstood and became an outcast for she was seen as â€Å"one of those. † She understood how the monster in her novel felt and she could relate a lot to it. The monster in the novel says that all he wanted was some love and he would have been better. It seemed as if Mary Shelley spoke through the monster in the novel. â€Å"Frankenstein, in other words, can be read as the story of the experience of writing Frankenstein. What is at stake in Mary’s introduction as well as in the novel is the description of a primal sense of creation. â€Å"4 Writing Frankenstein was more like writing an autobiography of Mary Shelley’s life. She put so many evens in her life into the novel that it could have been her own life story, except that she made it more interesting and more horrific. She expressed her grief and pain through the words of the novel. Citations Page 1. Poovey, Mary. â€Å"My Hideous Progeny: The Lady and the Monster. † Page 81 2. http://www. kimwoodbirdge. com/maryshel/summer. shtml 3. Johnson, Barbara. â€Å"My Monster / My Self. † Page 62 4. Johnson, Barbara. â€Å"My Monster / My Self. † Page 63   Show preview only The above preview is unformatted text This student written piece of work is one of many that can be found in our GCSE Mary Shelley section.

Smart beta question Essay Example | Topics and Well Written Essays - 500 words

Smart beta question - Essay Example Throughout the time fund manages look forward for different ways to make the investment products effective. The new smart beta strategies works as passive equity investment assets for the market capitalization due to which most of the pension funds in the European countries like Netherlands, Scandinavia etc have shifted their equities portfolios towards smart beta strategies(Skypala). As the article of David highlights that the adoption of Smart beta strategies is one of the fastest growing investments as it tracks certain stock and asset in the index than emphasizing on the entire market. Smart beta has provided greater increase in the interest rate on the equity portfolio(Oakley). It has assessed providing greater and better returns on the equities than the passive or beta funds through taking in account the small company stocks(Skypala). I believe that the Smart Beta is one of the effective approaches that can provide a better combination of passive and active management approache s for the active managers to yields higher returns on the portfolios. In addition, the Smart beta can be an effective approach that lowers the risk for maintaining, enhancing long term returns. This is because the Smart Beta strategies allow multiple approaches for the managers to evaluate the fund management, as it is an alternative strategy that overcomes the risk parity, minimum variance and maximum diversification, value and growth and risk factors indices. However some of the active managers believe that the smart beta has the similar amount of risks involved that the previous approaches. Despite of the fact, the smart beta products still remain one of the most expensive portfolios to invest in than the other passive fund that have eventually decreased their fee to cut bones. This is because the smart beta products have higher and better returns than the other portfolios that provide a better opportunity for its investors to

Quantity Surveying Essay Example | Topics and Well Written Essays - 2000 words

Quantity Surveying - Essay Example Quantity Surveyor (QS) controls the construction costs by measuring accurately the work required, the application of expert knowledge of costs and prices of work, labour, materials and plant required, an understanding of the implications of design decisions at an early stage to ensure that good value is obtained for the money to be expended. (Wikipedia). To be a quantity surveyor you should have the following qualities: Private Practice surveyor is that quantity surveyor who works on a private company. The role of Quantity surveyor in a private practice is that it acts as the financial and development consultant to the construction and property development. The quantity surveyor in a private practice includes advising clients on the optimal use of funds as well as strategies to maximize human and physical resources. The traditional QS in a private practice have the following functions: A quantity surveyor in a construction company has a broader role than that of the private practice. In the construction company you need to deal with different kind of people. From the project supervisor, to the engineers and to the workers. An extended knowledge in the surrounding is important. The construction surveyor is concerned with the accurate measurement and position of points on the earth's surface, and to establishment of boundaries. They can do this by measuring the relative horizontal and vertical position of points on the ground, aided by a theodolite or similar optical instrument. QS, In a construction site is much more complicated than that of the private practice. Although there is some role in the private practice that is also being done by the QS in the construction company such as: talk to architects, engineers, builders, contractors, suppliers and project owners study architectural and engineering drawings and specifications prepare a 'Bill of Quantities', which lists the individual components required to construct the project check on changes of design to assess the effects on cost assess and recommend payment to contractors during construction prepare monthly cash-flow forecasts for clients and tax depreciation schedules undertake feasibility studies to assist in decisions about the worth of a project proceeding act as consultants to business and government. Contractors' quantity surveyor is responsible for all legal and commercial matters within the contracting organization. As shown in the graph

The Time Back Essay Example | Topics and Well Written Essays - 1000 words

The Time Back - Essay Example For the rest of the things the inhabitants of Rishyap still have to visit Kalimpong, the nearest town. It was an excursion at that time with friends, exploring the tribes of Himalayas. A group of 45 people who kept the place busy for 7 days. They were young blood that always rushed for adventure at that time, especially when intoxicated by the local beer that contains more alcohol than any other beer of the world. Rishyap was green at that time just like it is now; and the alluring Kanchanjangha, the third highest peak of the world always playing a hide and seek amidst that green and occasional fog. And amidst that hide and seek one day Chimli appeared - Chimli a woman with Mongolian features and a smile that would even bring lightening in a cloudy evening. 20 years is a long time specially to forget someone like Chimli, but the attraction of Kanchanjangha and the serene beauty of Rishyap once again compelled Robin to come here, however this time with his family. Robin has been marri ed to Martha, a doctorate in psychology and has one son, Dave. Robin has availed a package tour that would take him to entire Sikkim and at the end Lava, Lolegaon and Rishyap, his final destintion. From Rishyap they would go to Kolkata and by flight to Mumbai to leave for USA, their country of origin. The evening at Rishyap is enchanting. As one to two and two to three stars appeared in the sky soon to multiply and go uncounted, a fire was set near the hotel to celebrate a campfire in this early January. A local girl was singing a nice tune. Though the words were beyond understanding, yet the tune was heart melting. Robin took a large whisky and a piece of chicken to make the most of this fiery surrounding. Soon a peg became two and two became three. Alcohol often helps to recollect past events especially if they are covered deep under the dust of subsequent events that has followed over the years. It was a similar evening 20 years back. All his friends were having a good time with their booze and getting themselves warm around the fire that was burning beneath the open sky. Chimli was singing a local song and some one was playing a drum like instrument. The environment was cosy and enjoyable. One after another, all his friends moved to their respective rooms when they felt the whisky was becoming too much to bear with. Only Robin sat and Chimli kept on singing. The fire was almost dying and Robin failed to gauge the intensity of the alcohol he was consuming at that time. Soon he realised it was not possible for him to take himself to his room as he was floating in alcohol rather than walking on land. Chimli came to rescue. she held him around his waist and took him to his room. Robin felt the soft touches that were irresistible for someone of his age and especially under booze. The room was dark and while Chimli was trying to put Robin to bed, owing to the weight of Robin and his state they both rolled over the bed. The rest Robin remembers little; just that there was not much resistance from Chimli against whatever had happened and she disappeared in the darkness once it was over. Robin never saw Chimli again, the next day he looked for her but she was nowhere to be seen. Then they left Rishyap and soon Chimli became an event out of intoxication. Robin’s eyelids were now heavy, his hands merely reaching the glass and his feet seemed to be buried into the

Holocaust Essay Example | Topics and Well Written Essays - 1250 words

Holocaust - Essay Example Much of this was caused by the fact that stakeholders within early European society believed that people of Jewish decent still bore a direct level of responsibility for the crucifixion and death of Christ. Such a level of innate and cultural distrust and even hatred ultimately coalesced with the economic and political pressures that Germany faced after the First World War and gave rise to the Nazi Party; a harbinger to the holocaust. 2. For the most part the film appeared to be rather unbiased. However, it must be stated that no attempt was made to understand the situation from the perspective of the German citizen or the German soldier. Naturally, the film-maker probably glossed over this due to the fact that seeking to understand the issue from such a perspective was deemed as merely trying to understand evil; something that they did not want to waste valuable time on. Yet, even though this may be true, it would have provided a further level of credibility to the film if the film- maker(s) had allowed for an alternative approach and a view of the situation through the eyes of those who were responsible for carrying it out. Even if such a view might have been unpleasant, it was necessary in order to understand the dynamics for why such inhumanity can persist and why a broad based public outcry for it to stop was never realized or witnessed. Moreover, even though the film is useful in understanding the plight of the individual caught up in the horrors of the holocaust, too much of an emotional appeal also detracts from the merit of objectivity that could otherwise be represented. Naturally, it is not fair to disregard the horrors that the individual faced during the ethnic cleansing of Jews within Europe; however, too much of a focus upon the individual loses sight of the mechanisms, causation, and realities for why this was being carried out and what forces encouraged it. 3. How does this film contribute to our knowledge of the Nazi Holocaust? Ultimately, the film contributes to an understanding of the Holocaust in the sense that it allows the viewer to come to a more informed understanding of the way in which the Holocaust not only Germany’s Jews but Jewish populations throughout the remainder of occupied Europe. This is an important understanding to gain due to the fact that a misconception with regards to the overall scope of the Holocaust is one of the most common misconceptions that exists. Whereas it is true that the Germans were responsible for murdering unknown tens of thousands of Jews within Germany itself, the bulk of the Holocaust victims were derived not within Germany’s borders; rather, these were derived from areas of heavy Jewish concentration within Eastern Europe – specifically Poland and Ukraine (Cowen 167). In helping the viewer to come to a further understanding of the scope of the Holocaust and the personal ramifications that it had upon the lives, experience, and future of the individuals that were fortunate enough to survive it, the viewer is led to a more informed understanding with respect to the many different ways in which this particular occurrence impacted upon the future of not only Europe but the rest of the world. 4. Ultimately, Suedfeld posits a litany of different reasons for why the Holocaust actually took place. The first of these theories he

Poster & powerpoint for business environment Essay

Poster & powerpoint for business environment - Essay Example Interestingly, gold is among the few elements that cannot lose its lustre due to exposure to moisture or air. An element that tarnishes becomes less valuable. Additionally, in can conduct electricity and can also be modified into different shapes (Kettell, 2002). Gold has been used as jewellery for a very long time. A large quantity of gold mined is as for decoration purposes. It is that 78% of the gold that is mined in the world is used produce personal ornaments such as bracelets, rings and necklaces. One of the attributes that make gold an ideal element to manufacture ornaments is lustre. Gold is yellow in colour something that makes it more attractive for decorations. Consequently, is used to create durable ornaments. In addition, some communities have adopted the use of gold ornaments as part of their culture (Howard, 2009). Given that gold is highly valued, financial institutions use it as collateral. Banks and other financial institutions use gold a medium of exchange. The concept of using gold as a medium of exchange started more than 6000 years ago. In the ancient days, snippets of gold and silver were used as means of transaction (Hill, 1999). Additionally, gold is widely used in the manufacture of electronic equipment. It helps prevent electronic equipment from developing malfunctions that arises from corrosion of components used to produce electronic equipment (Uhaj, 2009).It has been established that electronic devices made from gold lasts longer than those designed using other elements. However, one of the challenges of using gold in the production of electronic devices is that the part is rapidly becoming depleted (Friedberg et al., 2009). Australia is among the largest gold producers in the whole world. In the year 2008, the country was ranked as the second largest gold producer globally. More than 75% of the gold produced from Australia comes from the Western side of the country. The 75% of gold from the region accounts for 4,500 tonnes

The role of trust in strategic alliances Essay Example | Topics and Well Written Essays - 2000 words

The role of trust in strategic alliances - Essay Example Added to this is the input from those who actually involved in this business, giving us a "real world" perspective. This essential input often gives us insider accounts of a contemporary world which we are not normally privileged to see. Before examining the role of trust in Strategic Alliances the notion of Strategic Alliance itself should be descried. In the literature there are different definitions proposed to describe the nature of Strategic Alliances. The first layer of literature (Austin 2000; Lewis 1999) used this term to describe joint ventures which do not involve equity investment by the partners and co-operative activities in areas other than manufacturing. In this case, Strategic Alliances are described as co-operative business activities between two or more firms, entered into for strategic reasons, involving the creation of a separate business entity under joint control and ownership. They can involve equal shareholdings. Strategic Alliances can "involve 'passive' partners who invest money in the operation without taking an active role in its management. alliances are "formed between firms with similar capabilities and capacities usually from industrialised countries; companies involved in strategic alliances are often direct competitors operating in the same product and geographic markets; they are usually entered into for reasons other than market access or the pooling of synergistic resources". While examining the role of trust in Strategic Alliances the research will be based on the second interpretation of the notion strategic alliance. The importance of trust In ordinary day-to-day practice most strategic alliances when making decisions tend to combine these different approaches, although frequently without being aware of the mental processes they are using. It is helpful to be aware of whether one is thinking in terms of 'acts' or 'ends', especially when analysing a dilemma. Theories proposed by Lewicki et al (1998) base a conception of right action on a conception of trust for duty's sake and mainly differ in so far as they specify two different sources of these duties. In order to make the correct moral choices, a strategic alliance simply has to understand what its trust concepts are and what correct rules exist which regulate the duties between the partners. When the parties of a strategic alliance follow their duty, it is behaving morally. When they fail to follow trust policy, it is immoral. It has also been acknowledged that strategic alliances have important obligations to a variety of stakeholders and not just the shareholders, and this should be reflected in their statements of trust (Bleeke, Ernst, 1995). To some extant trust within strategic alliances is based on the codes of ethics or a formal statement of what strategic alliances expects in the way of ethical behavior. It can serve as a guide for employee conduct to help employees determine what behaviors are acceptable. Since the purpose of trust is to let everyone know what is expected and what is

Three Kings Comparison Essay Example for Free

Three Kings Comparison Essay Art in the ancient times was very important in history and that it was also used to signify some important occasions like during offerings, for example in the Chinese traditions; it was also used for decoration and making of monument for remembrance especially in the roman empire and Egypt. Making of portraits of political and religious leaders became very popular in Roman Empire, the empires that occupied the gulf region and Egypt. The making of portrait sculptures has undergone a notable change and still today the making of sculpture portraits of political leaders is still evident. Creativity and other aspects of art and craft work has been very dynamic since the primitive and ancient civilization period to the modern day and also varying from down-to-earth and sacred to modernist abstract. The history of sculpturing activities date back to about 4000 years ago and it appears to have begun in the are around the gulf valley between river Tigris and Euphrates where strong empires were first established including Persian, Chaldean, Assyrian, Sumerian and Babylon empires. Portrait Sculptures There are many portraits that were excavated in the ancient times and some of the examples include artistic work diorite on marble, hammered gold, diorite and lapis lazuli. The artistic works from the Sumerian art are much idealized in terms of the external features and they date back to 2400 BC. The works of art carried out in the Sumerian era appear to have taken in a lot of creativity and a definite form of architecture and was quite elaborate and also complicated (Bailey 2005 Evans 2007)). Clay was the most readily available material and due to this, it was commonly used for sculpturing since other materials like wood, metals and carving stones had to b e imported from abroad. Other forms of art included drawings and paintings. The subjects of the sculpturing were mainly patricians and particularly the political rulers (emperors). The copies of the sculptures were distributed all over the empire for instance in the Roman Empire, the portrait sculpture entrenched the roman civic intrinsic worth and set the standard for the other nations public portrait sculpture since then (Bailey 2005). The most notable is the portrait of Emperor Constantine. Most of the art work that was obtained during the destruction of the empires in the barbarian invasion and Christian transformation; the materials used to make the sculptures were lime and bronze, the marble was burnt to lime while bronze was melted for other uses. Other important portraits were discovered in the countries that are found in the gulf region and these forms of art were basically Sumerian type and Akkadian types and dated back to 24,000 to 22,000 BC when the Babylon kingdoms flourished in the Middle East (Evans 2007). Tell Asmar Portraits The sculptures described as tell Asmar portraits were discovered in the gulf region that is between river Tigris and river Euphrates (Mesopotamia) at a site known Tell Asmar. The statues were the most realistic of the ancient sculptures and they measured about 42 centimeters average height. The eyes were clearly engraved and appeared to be protruding with clutched hands (Bailey 2005). Initially, most of the portrait sculptures were made using material like soft stone, ivory and even clay. As the Sumerian and Akkadian art developed during the early age civilization, ballast, sandstone, diorites and alabaster became popular materials for use in sculpture making. However some sculptures were identified as being high quality and for these reason the material used were expensive and long lasting; the material for such high quality portraits included gold, silver, copper and several precious stones (Evans 2007). Clay was a material that was used to make pots and terra cotta sculptures while stone was not commonly used since it was scarce and had to be imported from other empires. The portraits discovered at Tell Asmar as mentioned had staring eyes and the men’s statues had a distinct beard. The recent statues than were found in 2700 BC revealed that the materials used were votive stones and were excavated in royal cemetery at Ur. Other sculptures were made from gypsum (calcium sulphate), in the ancient times, gypsum was heated to about 300 degrees Fahrenheit and turned to white powder commonly referred to as plaster of Paris, the powder is mixed with water to make a semi solid substance that can be modeled into a sculpture(Bailey 2005). Some of the statues are preserved in museums. King Tutankhamun Portrait The portrait of king Tutankhamun is widely appreciated form of art that was used for religious purpose during the mummification of the Pharaoh. Tutankhamun was a powerful pharaoh in Egypt in the 18th dynasty which lasted between 1333 BC and 1324 BC. He is identified as the eighteenth dynasty king in the history of Egypt. The discovery of the king’s tomb in 1922 by Howard carter brought about increased interest in the history of Egypt and the works of art. After the death of Egyptian pharaohs, they were preserved by the process of mummification so as to prevent decay (Cox 2004). The making of portrait in Egypt was unique especially the pharaoh mummies. The making of a mummy was a king of magical procedure that lead to instantaneous mummification and loss of life force from the king’s body. Other objects in the tomb of the pharaoh included baskets of doum fruit (it’s a product of palm tree) customarily offered during funerals (Cox 2004). The king’s official seal was made of clay which is assumed to have contained treasures that the pharaoh had to travel with to the heavens in his eternal being. King Tutankhamun commonly referred to as King Tut was very young at the time of his death. This is evidenced by the mammy that was unearthed covered in linen and preserved by mummification. The body was kept in a sarcophagus (a stone box in which a coffin can be kept). King Tut’s sarcophagus was made using yellow quartzite and was made of three coffins made of pure gold. The king’s face was reconstructed from the mummy and the body still lies in the valley of kings where his tomb is and the temperature is regulated to prevent further decay (Bailey 2005). The statues from Sumerian art in Tell Asmar appeared to be realistic, the pharaoh’s mummy is stylish and ideal as it did not make use of other material rather the real body preservation. In the year 2005, a team of scientists developed the facial likeness of the king using computer tonography scan of the Pharaohs skull. King Sargon Most of the early works of art were originally discovered during the early civilization as the works of art are related to the evolution of writing and other historical occurrences like the agrarian revolution. Sargon King ruled Akkadian dynasty in the region famously known as Mesopotamia during the period between 2340 and 2305 BC. This dynasty is believed to have been established by Sargon and it existed for about 160 years following its foundation. Sargon was one of the powerful leaders during his reign and he established a strong Semitic dynasty in the gulf region (Bailey 2005). His portrait was made as a monument to remember him throughout the empire. His rule faced a lot of rebellion and at his death; many believed that it was a punitive measure from the gods. The portrait was made to sit on a hard slab and the hand were clasped in the position of making a prayer and was naked above the waist with a skirt inquisitively made to appear as overlapping to indicate thick coat. This is because the men generally wore skirts weaved from wool and those of higher ranks had a toga like piece of clothe that was used to cover the shoulders (Evans 2007). As expected, the portrait had a long and heavy beard and long hair and these were basically painted black. The eyes were curved out clearly and that they eyebrows could be seen distinctively as emphasized with inlay that was colored. The carvings in the near east and middle east were very attractive and are considered to be very stylish as the features are very distinct and clearly engraved compared to the Egyptian sculptures which were basically slabs. The stylish carving in the Akkadian empire has been attributed to the fact that stones for sculpturing were very rare and therefore the few that could be obtained had to be given maximum attention and highest standard of creativity (Bailey 2005). It is clear that those portraits from Sumerian and Akkadian empire are very stylistic in design and the distinction can be drawn from the Egyptian types which are mostly blocks standing freely and mostly having basic geometric shapes. There being deficiency in stones, the sculptors in Sumerian dynasty and Akkadian empires relied on other alternative material like metals, wax copper and gypsum. These materials required a lot of attention and as such the stimulated sense of creativity idealism and style. Having to model clay, cast metals and heat gypsum to melt them in order to make the sculptures enabled the Tell Asmar people and those from other parts of Mesopotamia learnt to conserved the material hence making to make very good sculptures that utilized the little material that could be obtained(Bailey 2005). Conclusion The creation of sculptures developed different styles of making sculptures during the ancient times and the development of the dynasties in the near and middle east. The significant examples include the Tall Al asmar sculptures which are simply primitive forms of geometry. The progress of this lead to smoothening of curves and indicating naturalism and finally the dynasty showed attempts of portraiture References Bailey D. (2005). Prehistoric Figurines. Representation and Corporeality in the Neolithic. Routledge Publishers. Cox B. (2004). Constructing Kingship in Ancient Near Eastern Visual Culture. Art History. Dartmouth College. Evans J. M. (2007). The Square Temple at Tell Asmar and the Construction of Early Dynastic Mesopotamia. Ca 29000 to 2350 American Journal of Archeology.

Surma People and sociology Essay Example for Free

Surma People and sociology Essay Suri people have a cattle-centered culture, the wealth of a family is measured by the number of animals owned. Usually the animals are not eaten unless a big ceremony takes place. The animals are used for milk and blood which they both drink. Sometimes Suri warriors are preparing a mixture of cattle blood and milk for a ceremonial rite called cow bleeding. Suri women are seen as the dominant gender within the culture, and seem to rule the roost and have a lot of say in daily activities. Furthermore, they also wear lip plates ascending in size dependant on their role and how well known they are. For instance, the bigger the plate the more well known and affluential they are towards the culture. The girls lower lip is cut when she reaches the age 15 or 16, and then pierced by her mother or another woman of her settlement and a simple wooden plug is inserted. The cut is held open by the wooden plug until the wound heals. After that the plug is replaced by a bigger one. Nowadays the girls in some Surma settlements decide for themselves whether to wear a lip plate or not. However, wearing a lip plate is still an expression of social adulthood and self-esteem for a Suri woman and demonstrates respect for the men. The Suri tribe is used to conflict, like for example the constant conflict with the neighboring Nyangatom tribe over land and cattle. The Suri culture demands that the men are trained as warriors as well as cattle herders. Stick-fighting events take place to train boys and young men and also to allow them to meet women. As a result the Ethiopian government banned the stick fights, which now have to take place secretly and without presence of tourist In Tulgit and Kibish you find many children by the riverbank waiting for photos in the afternoon. The usage of flowers for decoration is a wonderful habit of the children. The kids decorate themselves with flowers, blossoms and green plants they can find everywhere around the villages. However, as nice as it looks, the decoration with the flowers is not an old tradition, you cannot see this kind of decoration in remote Suri villages. The kids, also the boys, are doing it for photos and for getting a little money. But anyway: it is beautiful and funny. Especially the boys are very creative, they climb any tree they find and make bizarre faces or funny poses just to attract the tourists for a photo They raise cattle and farm when the land is fertile. Cattle are important to the Suri, as it is a status. In order for a man to marry women in Surma (Suri ) tribe, he must own at least 60 cattle and Cattle are given to the family of the woman in exchange for marriage. Like the other Omo Valley tribes and Massia, the Surma will use the milk and blood from the cow. During the dry season, the people will drink blood instead of milk. Blood can be drained from a cow once a month. This is done by making a small incision in its neck . Their villages normally range in size from 40 to 1,000 people, but a few may reach 2,500 people. Village life is largely communal, sharing the produce of the cattle. Though their chiefs (styled komaro) may wear the fur crown of a pagan priest-king, they are merely the most respected elder in a village and they can be removed. Few Surma are familiar with Amharic, the official language of Ethiopia, and their literacy level is very low. In the words of G.P. Murdock: The family is a social group characterized by common residence, economic cooperation and reproduction. It contains adults of both sexes, at least two of whom maintain a socially approved sexual relationship, and one or more children, own or adopted, of the sexually cohabiting adults. Comparing Murdocks nuclear family to the research I believe that the main things to consider is that there is no economic unit regarding husbands and wives, there is no sharing of the residence between husbands and wives, only the women within their supporting kinship groups lived with children and any relationship affection from the man was taboo and resister by the kinship group. To expand, the two main reasons as to why Murdocks theory is not correct is; 1) The nuclear family is not universal. A number of societies have very different domestic arrangements to those he describes. Take K Goughs research into the The Surma people. In terms of Murdocks definition, this society does not possess a family since fathers do not share a common residence. Matrifocal, female-headed families are also an exception, not to mention Gay families who do not conform to Murdocks definition because they do not contain adults of both sexes. 2) The family is not necessarily functional for all family members. Murdock ignores the dark side of the family; domestic abuse, violence and sexual abuse,

Rebel Without A Cause Film Studies Essay

Rebel Without A Cause Film Studies Essay For as long as film has been around, it has been an art form that is a representation of society and the culture from which it breeds. One of the most popular and critically acclaimed which represented the times around it was that of Rebel Without a Cause(1955), which challenged the ideas of masculinity in society and it was a reflection of many teenagers of that generation. It also broke grounds for the portrayal of its characters. How exactly did Rebel Without a Cause(1955) change the perception of masculinity in society and why is the film considered to be the poster child film of the 1950s youth rebellion? Masculinity at the time in the 1950s was in a state of uncertainty. Men were returning from war and did not know how to readjust to society. Many men were forced to become the bread winner of the family again as well as be the stereotypical father of the household. Rebel Without a Cause(1955) was a movie that was ahead of its time in terms of its symbolism and its direction. Wh at many considered to be taboo, the film challenged the boundaries of societys rules and yet reflected what so many had tried to keep hidden. It challenged the ideas of masculinity and it was a social commentary on the men returning home from World War II and it was a movie about the commonalities that still perforate today of teen angst. To analyze the masculinity in the film, one must first look at its actors as well as its characters. Christopher Castiligia wrote an article entitled Rebel Without a Closet: Homosexuality and Hollywood in which he examines the in depth relationships of the characters within the movie and the connections it had to homosexuality as it was reflected upon society. James Dean who starred as Jim Stark and whos career spanned only three movies blossomed into a full blown star overnight and after his tragic death, his role in Rebel Without a Cause(1955) has turned him into an icon of cinema and he has become idolized ever since. He himself, was a gay male, not openly, but was very much the effeminate man that he portrayed on screen which is also possibly why it was done so effectively using a style of method acting. Jim Stark, was a rebellious teen who was strong and mysterious, yet also had deep feelings and emotions, which was unheard of at the time to even mention such a thing. His charac ter is saddled by the fact that he has to be a tough character in order to conform to societys demands. This is shown several times throughout the film in which he is swayed into fights that he doesnt want to get into by being called a chicken. He has to fight back because that is what a man is supposed to do. On the other side of the spectrum is Sal Mineo who starred as the character Plato, was an openly gay male who in turn portrayed a gay character on screen even though it is not explicitly stated. The character of Plato openly pines for Jim, whom he looks up to and shows affection for. One could argue that it was the first portrayal of a gay man on screen. Jims father Frank is shown as a very effeminate man, one who is constantly put down by his wife and cannot control his son. This was a reflection of many fathers of the time, who were emasculated perhaps by not going to war or because of the societal pressures caving in. The characterization of these characters completely alte rs the archetype of what it is to be a manly man on screen and instead show emotion. Their characters have conflicting and yet very similar personalities. Jim takes the role of a father, whereas Plato takes the role of the son. One could argue that is the true extent to what the relationship takes, although the distinct camera shots seem to suggest otherwise. Men are a complex breed, men have to act tough, yet still be emotional enough to connect with their family. Rebel Without a Cause (1955) brought about an important social issue in which many men had just come home from World War II and an important feature that men had to live up to was their propensity to act as tough bread winners who provided for their family. This male stereotype is played differently in Rebel Without a Cause (1955) as Jim Starks father was a man who didnt live up to that stereotype. He lacked the leadership characteristic that was typical of what a man was supposed to be. In doing so, it became evident that Jim was searching for a father figure and in turn found his parent to be switched to some degree as his mother was acting like a father and his father was acting like a mother. This gender disassociation creates such a friction within Jim that all he can do is act out. He demonstrates this numerous times and all he is looking for is a father figure to set him straight in line. Instead he has to take up the mantle himself and become his own father. The stylistic effects used within the film are some of the most iconic in history and contributes to the representation of the time with the music and the cinematography. The music within the film is a now classic soundtrack by Leonard Rosenman set the scenes of the film with its uses of Jazz music which reminds one of the 50s. The cinematography used within the film which was composed by Ernest Haller could be described as some of the coolest shots in the history of film. Many of the most iconic shots within the film are done with close-ups such as in the beginning of the film where we are first introduced to Jim Starks character as well as shots which focus solely on the character. By employing this effect, it showcased the brilliance and delivery of the acting. How is the film a representation of teenage culture of the time? Rebellion was a very common trait in many young men and women in the early 1950s. Many of their fathers has been serving during World War II and thus were not able to be at home with their families. This left a hole in the young peoples lives as they wanted so much to have a father and yet end up turning against them as soon as they returned. This feeling of abandonment so to speak is what drove much of this rebellion of the 1950s. Such is the case when the three main characters within Rebel Without a Cause(1955) are introduced for the first time. The characters are so drastically different in terms of social class, status, yet eerily so similar in the case of their parents. Jim Stark whos dad is not the father whom he needs to be. Judy whose father is completely distant and cold to her and then there is Platos parents who just arent there at all and whose father abandoned him. They all struggle with a similar paternal issue of fathers who just arent able to adjust to the new generation of the time. The family structure of each of these kids is all very confusing for them. They grew up with this notion of family and the fathers being perfect, that when they grow up and see that this is not the case, they have to find their own personal identity. Rebel Without a Cause(1955) created a new archetype for its generation. It created the James Dean character of a rebellious youth looking for a direction in life. One of the most iconic fashions of all time is James Dean in his red jacket and jeans which epitomized this sense of rebellion. Delia Konzett wrote an article entitled Rebel Without a Cause: Approaches to a Maverick Masterwork about Rebel Without a Cause in which he explains the films everlasting qualities throughout generations. She states This legacy with its foregrounding of the radical potential of internal or self critique is what has appealed to the films diverse audiences over the years, who have continued to see Rebel Without a Cause (1955) as a touchstone for imagining anxieties over coming-of-age, traditional values of family and community, threats from abroad, and the provocations of mass or consumer society (20). Within the article she explains how specific scenes deal with the trials of an average teenager havi ng to prove his masculinity and himself to his peers or else be picked upon as if it were as primitive as survival of the fittest. She analyzes one of the most important scenes in the film, The chicie race scene as one of the most important in which she explains This scene centers upon a dangerous competitive car race that can be constructively interpreted as rite of existential and social bonding or more negatively as a Darwinian survival of the fittest in an era of late consumerism and capitalism with absurdity and chance as its major elements. It also captures the distinctly American fascination with the automobile and the liberating experience of driving and being on the road. One of the most intriguing aspects of his analysis is the Americans fascination of cars. They have to be fast, powerful and in that sense, it has to be a representation of power and masculinity. This scene is one of the most important within the film about having to prove ones masculinity in order to be th e leader of the pack. The film ultimately culminates in Jim Stark finding his masculinity so to speak. In the end is quite a picture perfect sight of a traditional family structure as Jim, Judy and Plato all sit around an abandoned house, pondering their lives going forth. They act out living as children in a fantasy life. As soon as something tries to disrupt this perfect fantasy life, Plato goes crazy to an extent. The life he wanted is threatened and he essentially breaks down, brandishing a gun on everyone he sees. He succumbs to the desolate life of a teenager unable to cope with the problems around him, his familial structure failing him. The film has remained one of the most iconic films of all time because of how relatable it is to this day. To this day, Rebel Without a Cause(1955) could just as easily have as much of an impact as it did fifty years ago. Now more than ever society is changing where changes in masculinity are more accepted. Not only has Rebel Without a Cause(1955) become a voice fo r its generations, but in some ways a voice for many generations to come.

Kay Sage From Another Approach :: Essays Papers

Kay Sage From Another Approach My room has two doors and one window. One door is red and the other is gray. I cannot open the red door; the grey door does not interest me. Having no choice, I shall lock them both and look out of the window. -Kay Sage The work of Kay Sage (1898-1963) is known to be some of the most abstract art produced during the Surrealism movement. (Chadwick, 1997) Although it does not appear at first glance to be anywhere near as abstract as other Modernist artists such as Sonia Delaunay or Liubov Popova, (Chadwick, 1997. Pg 263 & 267) it has a kind of dreamlike quality about it that transports the viewer to another world. Kay Sage’s From Another Approach (1944) is one of her early works from when she was starting to experiment in Surrealism. Unfortunately, my search did not turn up any criticisms on that particular piece, so I will use criticisms from other similar pieces from the same time period as From Another Approach, 1940 1954.(Suther, 1997. Pg 89-159) Modernist paintings are many times described as being universal because ‘they’re just a bunch of pretty shapes and colors and everyone likes pretty shapes and colors.’ What most people don’t realize is that Modernist art conveys a sense of otherworldly reality through the ‘pretty shapes and colors.’ At first glance, From Another Approach seems to fit in with the Modernism stereotype. Its simple geometric figures grouped almost stylishly on the right hand side (of the viewer) and clever variation of the olive tone give it the perfect ‘living room picture.’ That is, it could be hung on a living room wall not as art, but as a decoration to enhance the living area. This type of association diminishes what the artist was trying to convey. The following is an excerpt from Time magazine, March 13, 1950, on Sage’s painting The Instant. â€Å"I can’t tell you what it would mean to most people, but I do know what it means to me. It’s a sort of showing what’s inside - things half mechanical, half alive. The mountain itself can represent almost anything - a human being, life, the world, and fundamental thing.† Sage is giving the viewer what she thought of her piece. The piece which has a very strong style of geometric simplicity, melded together to create something disquieting about the scene. Its intent is to evoke emotion in the viewer, whatever emotion being viewer preference.

The Impact of Media on Children Essay -- Television Censorship Media E

The Impact of Media on Children Stan, Kyle, Catman and Kenny - four-foul mouthed third graders who abuse each other and find delight in making fun of authority figures. Yet they possess a dumb innocence that makes their bad behavior forgivable to anyone with an honest memory of their childhood. Most parents do not approve of the bleepable expletives that fly out of the kids mouths on ‘South Park’ or the fact that Kenny dies violently in every episode. A lot of people want shows like this to be censored or taken off of the air. Parents try to shelter their children too much. They should let them experience life in the real world and not censor everything that they disagree with. Some shows can and cannot be shown on television because of their content and some parents want select shows off of the air because of their language, violence and profanity, but we as individuals should be able to choose what shows we want to watch. Television networks have a hard time deciding what shows they want to put on the air. They have to put a lot of thought into picking the correct shows to draw in the attention of the viewer. They first have to realize what type of audience they want to have. If it is a network like Nickelodeon, then they will want to look for something a child would be entertained by. If it is ESPN, then they would want something that the sports fanatic would love. Another point that they want to have in a good show is how it relates to reality. Every television show needs some reality. If the show’s content is meant to be able to happen in real life, then it should look realistic. If the age group will relate to the show’s topic is also put into consideration(Nesbit). Networks also have to figure out if the show is useable or not by seeing how much violence, language and profanity. Again they have to consider the show’s target audience. There wouldn’t be the same amount of violence allowed to be shown on ‘Barney’ as there would be allowed on ‘America’s Most Wanted.’ Television has now put a rating on TV shows. It is based on the same principal that the rating system of movies is. In movie theaters, G means the movie is suitable for all ages, PG means some material is not suitable for pre-teenagers and parental guidance is suggested, PG-13 means that parents should be strongly cautioned to give special viewing guidance to those under the age of ... ...not be able to prohibit the viewing of certain shows. Parents should be the ones making the decision of their child’s viewing. Even if the networks do censor shows, doing so will not make a big difference on anyone’s life. If parents want to keep their children innocent then they will never be able to see the light of day because there is violence happening around us at all times. In the First Amendment, there are five freedoms mentioned: exercise of religion, press, assembly, petition to the government, and speech. If they censor television, then they are breaking that amendment by not letting everyone have freedom of speech (Nesbit). We cannot protect all of the children in the world by censoring a few television shows. If anyone is at fault for exposing their child to the bad in the world, it is their parents. Remember what the 8 year old said about South Park’s swear words, â€Å"My daddy says them every single day† (Newsweek 60). It is the parents’ choice if they want to protect their children from all of the violence and profanity that is out there, it is in no way a choice of television networks. Everyone has a right to speak their minds and not have their thoughts censored.

The Da Vinci Code Chapter 87-92

CHAPTER 87 The fireplace in Chateau Villette's drawing room was cold, but Collet paced before it nonetheless as he read the faxes from Interpol. Not at all what he expected. Andre Vernet, according to official records, was a model citizen. No police record – not even a parking ticket. Educated at prep school and the Sorbonne, he had a cum laude degree in international finance. Interpol said Vernet's name appeared in the newspapers from time to time, but always in a positive light. Apparently the man had helped design the security parameters that kept the Depository Bank of Zurich a leader in the ultramodern world of electronic security. Vernet's credit card records showed a penchant for art books, expensive wine, and classical CD's – mostly Brahms – which he apparently enjoyed on an exceptionally high-end stereo system he had purchased several years ago. Zero, Collet sighed. The only red flag tonight from Interpol had been a set of fingerprints that apparently belonged to Teabing's servant. The chief PTS examiner was reading the report in a comfortable chair across the room. Collet looked over. â€Å"Anything?† The examiner shrugged. â€Å"Prints belong to Remy Legaludec. Wanted for petty crime. Nothing serious. Looks like he got kicked out of university for rewiring phone jacks to get free service†¦ later did some petty theft. Breaking and entering. Skipped out on a hospital bill once for an emergency tracheotomy.† He glanced up, chuckling. â€Å"Peanut allergy.† Collet nodded, recalling a police investigation into a restaurant that had failed to notate on its menu that the chili recipe contained peanut oil. An unsuspecting patron had died of anaphylactic shock at the table after a single bite. â€Å"Legaludec is probably a live-in here to avoid getting picked up.† The examiner looked amused. â€Å"His lucky night.† Collet sighed. â€Å"All right, you better forward this info to Captain Fache.† The examiner headed off just as another PTS agent burst into the living room. â€Å"Lieutenant! We found something in the barn.† From the anxious look on the agent's face, Collet could only guess. â€Å"A body.† â€Å"No, sir. Something more†¦Ã¢â‚¬  He hesitated. â€Å"Unexpected.† Rubbing his eyes, Collet followed the agent out to the barn. As they entered the musty, cavernous space, the agent motioned toward the center of the room, where a wooden ladder now ascended high into the rafters, propped against the ledge of a hayloft suspended high above them. â€Å"That ladder wasn't there earlier,† Collet said.† No, sir. I set that up. We were dusting for prints near the Rolls when I saw the ladder lying on the floor. I wouldn't have given it a second thought except the rungs were worn and muddy. This ladder gets regular use. The height of the hayloft matched the ladder, so I raised it and climbed up to have a look.† Collet's eyes climbed the ladder's steep incline to the soaring hayloft. Someone goes up thereregularly? From down here, the loft appeared to be a deserted platform, and yet admittedly most of it was invisible from this line of sight. A senior PTS agent appeared at the top of the ladder, looking down. â€Å"You'll definitely want to see this, Lieutenant,† he said, waving Collet up with a latex-gloved hand. Nodding tiredly, Collet walked over to the base of the old ladder and grasped the bottom rungs. The ladder was an antique tapered design and narrowed as Collet ascended. As he neared the top, Collet almost lost his footing on a thin rung. The barn below him spun. Alert now, he moved on, finally reaching the top. The agent above him reached out, offering his wrist. Collet grabbed it and made the awkward transition onto the platform. â€Å"It's over there,† the PTS agent said, pointing deep into the immaculately clean loft. â€Å"Only one set of prints up here. We'll have an ID shortly.† Collet squinted through the dim light toward the far wall. What the hell? Nestled against the far wall sat an elaborate computer workstation – two tower CPUs, a flat-screen video monitor with speakers, an array of hard drives, and a multichannel audio console that appeared to have its own filtered power supply. Why in the world would anyone work all the way up here? Collet moved toward the gear. â€Å"Have you examined the system?† â€Å"It's a listening post.† Collet spun. â€Å"Surveillance?† The agent nodded. â€Å"Very advanced surveillance.† He motioned to a long project table strewn with electronic parts, manuals, tools, wires, soldering irons, and other electronic components. â€Å"Someone clearly knows what he's doing. A lot of this gear is as sophisticated as our own equipment. Miniature microphones, photoelectric recharging cells, high-capacity RAM chips. He's even got some of those new nano drives.† Collet was impressed. â€Å"Here's a complete system,† the agent said, handing Collet an assembly not much larger than a pocket calculator. Dangling off the contraption was a foot-long wire with a stamp-sized piece of wafer-thin foil stuck on the end. â€Å"The base is a high-capacity hard disk audio recording system with rechargeable battery. That strip of foil at the end of the wire is a combination microphone and photoelectric recharging cell.† Collet knew them well. These foil-like, photocell microphones had been an enormous breakthrough a few years back. Now, a hard disk recorder could be affixed behind a lamp, for example, with its foil microphone molded into the contour of the base and dyed to match. As long as the microphone was positioned such that it received a few hours of sunlight per day, the photo cells would keep recharging the system. Bugs like this one could listen indefinitely. â€Å"Reception method?† Collet asked. The agent signaled to an insulated wire that ran out of the back of the computer, up the wall, through a hole in the barn roof. â€Å"Simple radio wave. Small antenna on the roof.† Collet knew these recording systems were generally placed in offices, were voice-activated to save hard disk space, and recorded snippets of conversation during the day, transmitting compressed audio files at night to avoid detection. After transmitting, the hard drive erased itself and prepared to do it all over again the next day. Collet's gaze moved now to a shelf on which were stacked several hundred audio cassettes, all labeled with dates and numbers. Someone has been very busy.He turned back to the agent. â€Å"Doyou have any idea what target is being bugged?† â€Å"Well, Lieutenant,† the agent said, walking to the computer and launching a piece of software. â€Å"It's the strangest thing†¦Ã¢â‚¬  CHAPTER 88 Langdon felt utterly spent as he and Sophie hurdled a turnstile at the Temple tube station and dashed deep into the grimy labyrinth of tunnels and platforms. The guilt ripped through him. I involved Leigh, and now he's in enormous danger. Remy's involvement had been a shock, and yet it made sense. Whoever was pursuing the Grail had recruited someone on the inside. They went to Teabing's for the same reason I did.Throughout history, those who held knowledge of the Grail had always been magnets for thieves and scholars alike. The fact that Teabing had been a target all along should have made Langdon feel less guilty about involving him. It did not. We need to find Leigh and help him.Immediately. Langdon followed Sophie to the westbound District and Circle Line platform, where she hurried to a pay phone to call the police, despite Remy's warning to the contrary. Langdon sat on a grungy bench nearby, feeling remorseful. â€Å"The best way to help Leigh,† Sophie reiterated as she dialed,† is to involve the London authorities immediately. Trust me.† Langdon had not initially agreed with this idea, but as they had hatched their plan, Sophie's logic began to make sense. Teabing was safe at the moment. Even if Remy and the others knew where the knight's tomb was located, they still might need Teabing's help deciphering the orb reference. What worried Langdon was what would happen after the Grail map had been found. Leigh willbecome a huge liability. If Langdon were to have any chance of helping Leigh, or of ever seeing the keystone again, it was essential that he find the tomb first. Unfortunately, Remy has a big head start. Slowing Remy down had become Sophie's task. Finding the right tomb had become Langdon's. Sophie would make Remy and Silas fugitives of the London police, forcing them into hiding or, better yet, catching them. Langdon's plan was less certain – to take the tube to nearby King's College, which was renowned for its electronic theological database. The ultimate research tool, Langdon had heard. Instant answers to any religious historical question.He wondered what the database would have to say about† a knight a Pope interred.† He stood up and paced, wishing the train would hurry. At the pay phone, Sophie's call finally connected to the London police. â€Å"Snow Hill Division,† the dispatcher said. â€Å"How may I direct your call?† â€Å"I'm reporting a kidnapping.† Sophie knew to be concise.† Name please?† Sophie paused. â€Å"Agent Sophie Neveu with the French Judicial Police.† The title had the desired effect. â€Å"Right away, ma'am. Let me get a detective on the line for you.† As the call went through, Sophie began wondering if the police would even believe her description of Teabing's captors. A man in a tuxedo.How much easier to identify could a suspect be? Even if Remy changed clothes, he was partnered with an albino monk. Impossible to miss.Moreover, they had a hostage and could not take public transportation. She wondered how many Jaguar stretch limos there could be in London. Sophie's connection to the detective seemed to be taking forever. Come on! She could hear the line clicking and buzzing, as if she was being transferred. Fifteen seconds passed. Finally a man came on the line. â€Å"Agent Neveu?† Stunned, Sophie registered the gruff tone immediately. â€Å"Agent Neveu,† Bezu Fache demanded. â€Å"Where the hell are you?† Sophie was speechless. Captain Fache had apparently requested the London police dispatcher alert him if Sophie called in. â€Å"Listen,† Fache said, speaking to her in terse French. â€Å"I made a terrible mistake tonight. Robert Langdon is innocent. All charges against him have been dropped. Even so, both of you are in danger. You need to come in.† Sophie's jaw fell slack. She had no idea how to respond. Fache was not a man who apologized for anything. â€Å"You did not tell me,† Fache continued,† that Jacques Sauniere was your grandfather. I fully intend to overlook your insubordination last night on account of the emotional stress you must be under. At the moment, however, you and Langdon need to go to the nearest London police headquarters for refuge.† He knows I'm in London? What else does Fache know? Sophie heard what sounded like drilling or machinery in the background. She also heard an odd clicking on the line. â€Å"Are you tracing this call, Captain?† Fache's voice was firm now. â€Å"You and I need to cooperate, Agent Neveu. We both have a lot to lose here. This is damage control. I made errors in judgment last night, and if those errors result in the deaths of an American professor and a DCPJ cryptologist, my career will be over. I've been trying to pull you back into safety for the last several hours.† A warm wind was now pushing through the station as a train approached with a low rumble. Sophie had every intention of being on it. Langdon apparently had the same idea; he was gathering himself together and moving toward her now. â€Å"The man you want is Remy Legaludec,† Sophie said. â€Å"He is Teabing's servant. He just kidnapped Teabing inside the Temple Church and – â€Å" â€Å"Agent Neveu!† Fache bellowed as the train thundered into the station. â€Å"This is not something to discuss on an open line. You and Langdon will come in now. For your own well-being! That is a direct order!† Sophie hung up and dashed with Langdon onto the train. CHAPTER 89 The immaculate cabin of Teabing's Hawker was now covered with steel shavings and smelled of compressed air and propane. Bezu Fache had sent everyone away and sat alone with his drink and the heavy wooden box found in Teabing's safe. Running his finger across the inlaid Rose, he lifted the ornate lid. Inside he found a stone cylinder with lettered dials. The five dials were arranged to spell SOFIA. Fache stared at the word a long moment and then lifted the cylinder from its padded resting place and examined every inch. Then, pulling slowly on the ends, Fache slid off one of the end caps. The cylinder was empty. Fache set it back in the box and gazed absently out the jet's window at the hangar, pondering his brief conversation with Sophie, as well as the information he'd received from PTS in Chateau Villette. The sound of his phone shook him from his daydream. It was the DCPJ switchboard. The dispatcher was apologetic. The president of the Depository Bank of Zurich had been calling repeatedly, and although he had been told several times that the captain was in London on business, he just kept calling. Begrudgingly Fache told the operator to forward the call. â€Å"Monsieur Vernet,† Fache said, before the man could even speak,† I am sorry I did not call you earlier. I have been busy. As promised, the name of your bank has not appeared in the media. So what precisely is your concern?† Vernet's voice was anxious as he told Fache how Langdon and Sophie had extracted a small wooden box from the bank and then persuaded Vernet to help them escape. â€Å"Then when I heard on the radio that they were criminals,† Vernet said, â€Å"I pulled over and demanded the box back, but they attacked me and stole the truck.† â€Å"You are concerned for a wooden box,† Fache said, eyeing the Rose inlay on the cover and again gently opening the lid to reveal the white cylinder. â€Å"Can you tell me what was in the box?† â€Å"The contents are immaterial,† Vernet fired back. â€Å"I am concerned with the reputation of my bank. We have never had a robbery. Ever.It will ruin us if I cannot recover this property on behalf of my client.† â€Å"You said Agent Neveu and Robert Langdon had a password and a key. What makes you say they stole the box?† â€Å"They murdered people tonight. Including Sophie Neveu's grandfather. The key and password were obviously ill-gotten.† â€Å"Mr. Vernet, my men have done some checking into your background and your interests. You are obviously a man of great culture and refinement. I would imagine you are a man of honor, as well. As am I. That said, I give you my word as commanding officer of the Police Judiciaire that your box, along with your bank's reputation, are in the safest of hands.† CHAPTER 90 High in the hayloft at Chateau Villette, Collet stared at the computer monitor in amazement. â€Å"This system is eavesdropping on all these locations?† â€Å"Yes,† the agent said. â€Å"It looks like data has been collected for over a year now.† Collet read the list again, speechless. COLBERT SOSTAQUE – Chairman of the Conseil Constitutionnel JEAN CHAFFeE – Curator, Musee du Jeu de Paume EDOUARD DESROCHERS – Senior Archivist, Mitterrand Library JACQUES SAUNIeRE – Curator, Musee du Louvre MICHEL BRETON – Head of DAS (French Intelligence) The agent pointed to the screen. â€Å"Number four is of obvious concern.† Collet nodded blankly. He had noticed it immediately. Jacques Sauniere was being bugged.He looked at the rest of the list again. How could anyone possibly manage to bug these prominent people?† Have you heard any of the audio files?† â€Å"A few. Here's one of the most recent.† The agent clicked a few computer keys. The speakers crackled to life. â€Å"Capitaine, un agent du Departement de Cryptographie est arrive.† Collet could not believe his ears. â€Å"That's me! That's my voice!† He recalled sitting at Sauniere's desk and radioing Fache in the Grand Gallery to alert him of Sophie Neveu's arrival. The agent nodded. â€Å"A lot of our Louvre investigation tonight would have been audible if someone had been interested.† â€Å"Have you sent anyone in to sweep for the bug?† â€Å"No need. I know exactly where it is.† The agent went to a pile of old notes and blueprints on the worktable. He selected a page and handed it to Collet. â€Å"Look familiar?† Collet was amazed. He was holding a photocopy of an ancient schematic diagram, which depicted a rudimentary machine. He was unable to read the handwritten Italian labels, and yet he knew what he was looking at. A model for a fully articulated medieval French knight. The knight sitting on Sauniere's desk! Collet's eyes moved to the margins, where someone had scribbled notes on the photocopy in red felt-tipped marker. The notes were in French and appeared to be ideas outlining how best to insert a listening device into the knight. CHAPTER 91 Silas sat in the passenger seat of the parked Jaguar limousine near the Temple Church. His hands felt damp on the keystone as he waited for Remy to finish tying and gagging Teabing in back with the rope they had found in the trunk. Finally, Remy climbed out of the rear of the limo, walked around, and slid into the driver's seat beside Silas. â€Å"Secure?† Silas asked. Remy chuckled, shaking off the rain and glancing over his shoulder through the open partition at the crumpled form of Leigh Teabing, who was barely visible in the shadows in the rear. â€Å"He's not going anywhere.† Silas could hear Teabing's muffled cries and realized Remy had used some of the old duct tape to gag him. â€Å"Ferme ta gueule!† Remy shouted over his shoulder at Teabing. Reaching to a control panel on the elaborate dash, Remy pressed a button. An opaque partition raised behind them, sealing off the back. Teabing disappeared, and his voice was silenced. Remy glanced at Silas. â€Å"I've been listening to his miserable whimpering long enough.† Minutes later, as the Jaguar stretch limo powered through the streets, Silas's cell phone rang. TheTeacher.He answered excitedly. â€Å"Hello?† â€Å"Silas,† the Teacher's familiar French accent said, â€Å"I am relieved to hear your voice. This means you are safe.† Silas was equally comforted to hear the Teacher. It had been hours, and the operation had veered wildly off course. Now, at last, it seemed to be back on track. â€Å"I have the keystone.† â€Å"This is superb news,† the Teacher told him. â€Å"Is Remy with you?† Silas was surprised to hear the Teacher use Remy's name. â€Å"Yes. Remy freed me.† â€Å"As I ordered him to do. I am only sorry you had to endure captivity for so long.† â€Å"Physical discomfort has no meaning. The important thing is that the keystone is ours.† â€Å"Yes. I need it delivered to me at once. Time is of the essence.† Silas was eager to meet the Teacher face-to-face at last. â€Å"Yes, sir, I would be honored.† â€Å"Silas, I would like Remy to bring it to me.† Remy? Silas was crestfallen. After everything Silas had done for the Teacher, he had believed hewould be the one to hand over the prize. The Teacher favors Remy? â€Å"I sense your disappointment,† the Teacher said,† which tells me you do not understand my meaning.† He lowered his voice to a whisper. â€Å"You must believe that I would much prefer to receive the keystone from you – a man of God rather than a criminal – but Remy must be dealt with. He disobeyed my orders and made a grave mistake that has put our entire mission at risk.† Silas felt a chill and glanced over at Remy. Kidnapping Teabing had not been part of the plan, and deciding what to do with him posed a new problem. â€Å"You and I are men of God,† the Teacher whispered. â€Å"We cannot be deterred from our goal.† There was an ominous pause on the line. â€Å"For this reason alone, I will ask Remy to bring me the keystone. Do you understand?† Silas sensed anger in the Teacher's voice and was surprised the man was not more understanding. Showing his face could not be avoided, Silas thought. Remy did what he had to do.He saved the keystone. â€Å"I understand,† Silas managed. â€Å"Good. For your own safety, you need to get off the street immediately. The police will be looking for the limousine soon, and I do not want you caught. Opus Dei has a residence in London, no?† â€Å"Of course.† â€Å"And you are welcome there?† â€Å"As a brother.† â€Å"Then go there and stay out of sight. I will call you the moment I am in possession of the keystone and have attended to my current problem.† â€Å"You are in London?† â€Å"Do as I say, and everything will be fine.† â€Å"Yes, sir.† The Teacher heaved a sigh, as if what he now had to do was profoundly regrettable. â€Å"It's time I speak to Remy.† Silas handed Remy the phone, sensing it might be the last call Remy Legaludec ever took. As Remy took the phone, he knew this poor, twisted monk had no idea what fate awaited him now that he had served his purpose. The Teacher used you, Silas.And your bishop is a pawn. Remy still marveled at the Teacher's powers of persuasion. Bishop Aringarosa had trusted everything. He had been blinded by his own desperation. Aringarosa was far too eager to believe. Although Remy did not particularly like the Teacher, he felt pride at having gained the man's trust and helped him so substantially. I have earned my payday. â€Å"Listen carefully,† the Teacher said. â€Å"Take Silas to the Opus Dei residence hall and drop him off a few streets away. Then drive to St. James's Park. It is adjacent to Parliament and Big Ben. You can park the limousine on Horse Guards Parade. We'll talk there.† With that, the connection went dead. CHAPTER 92 King's College, established by King George IV in 1829, houses its Department of Theology and Religious Studies adjacent to Parliament on property granted by the Crown. King's College Religion Department boasts not only 150 years' experience in teaching and research, but the 1982 establishment of the Research Institute in Systematic Theology, which possesses one of the most complete and electronically advanced religious research libraries in the world. Langdon still felt shaky as he and Sophie came in from the rain and entered the library. The primary research room was as Teabing had described it – a dramatic octagonal chamber dominated by an enormous round table around which King Arthur and his knights might have been comfortable were it not for the presence of twelve flat-screen computer workstations. On the far side of the room, a reference librarian was just pouring a pot of tea and settling in for her day of work. â€Å"Lovely morning,† she said in a cheerful British accent, leaving the tea and walking over. â€Å"May I help you?† â€Å"Thank you, yes,† Langdon replied. â€Å"My name is – Robert Langdon.† She gave a pleasant smile. â€Å"I know who you are.† For an instant, he feared Fache had put him on English television as well, but the librarian's smile suggested otherwise. Langdon still had not gotten used to these moments of unexpected celebrity. Then again, if anyone on earth were going to recognize his face, it would be a librarian in a Religious Studies reference facility. â€Å"Pamela Gettum,† the librarian said, offering her hand. She had a genial, erudite face and a pleasingly fluid voice. The horn-rimmed glasses hanging around her neck were thick. â€Å"A pleasure,† Langdon said. â€Å"This is my friend Sophie Neveu.† The two women greeted one another, and Gettum turned immediately back to Langdon. â€Å"I didn't know you were coming.† â€Å"Neither did we. If it's not too much trouble, we could really use your help finding some information.† Gettum shifted, looking uncertain. â€Å"Normally our services are by petition and appointment only, unless of course you're the guest of someone at the college?† Langdon shook his head. â€Å"I'm afraid we've come unannounced. A friend of mine speaks very highly of you. Sir Leigh Teabing?† Langdon felt a pang of gloom as he said the name. â€Å"The British Royal Historian.† Gettum brightened now, laughing. â€Å"Heavens, yes. What a character. Fanatical! Every time he comes in, it's always the same search strings. Grail. Grail. Grail. I swear that man will die before he gives up on that quest.† She winked. â€Å"Time and money afford one such lovely luxuries, wouldn't you say? A regular Don Quixote, that one.† â€Å"Is there any chance you can help us?† Sophie asked. â€Å"It's quite important.† Gettum glanced around the deserted library and then winked at them both. â€Å"Well, I can't very well claim I'm too busy, now can I? As long as you sign in, I can't imagine anyone being too upset. What did you have in mind?† â€Å"We're trying to find a tomb in London.† Gettum looked dubious. â€Å"We've got about twenty thousand of them. Can you be a little more specific?† â€Å"It's the tomb of a knight.We don't have a name.† â€Å"A knight. That tightens the net substantially. Much less common.† â€Å"We don't have much information about the knight we're looking for,† Sophie said,† but this is what we know.† She produced a slip of paper on which she had written only the first two lines of the poem. Hesitant to show the entire poem to an outsider, Langdon and Sophie had decided to share just the first two lines, those that identified the knight. Compartmentalized cryptography, Sophie had called it. When an intelligence agency intercepted a code containing sensitive data, cryptographers each worked on a discrete section of the code. This way, when they broke it, no single cryptographer possessed the entire deciphered message. In this case, the precaution was probably excessive; even if this librarian saw the entire poem, identified the knight's tomb, and knew what orb was missing, the information was useless without the cryptex. Gettum sensed an urgency in the eyes of this famed American scholar, almost as if his finding this tomb quickly were a matter of critical importance. The green-eyed woman accompanying him also seemed anxious. Puzzled, Gettum put on her glasses and examined the paper they had just handed her. In London lies a knight a Pope interred. His labor's fruit a Holy wrath incurred. She glanced at her guests. â€Å"What is this? Some kind of Harvard scavenger hunt?† Langdon's laugh sounded forced. â€Å"Yeah, something like that.† Gettum paused, feeling she was not getting the whole story. Nonetheless, she felt intrigued and found herself pondering the verse carefully. â€Å"According to this rhyme, a knight did something that incurred displeasure with God, and yet a Pope was kind enough to bury him in London.† Langdon nodded. â€Å"Does it ring any bells?† Gettum moved toward one of the workstations. â€Å"Not offhand, but let's see what we can pull up in the database.† Over the past two decades, King's College Research Institute in Systematic Theology had used optical character recognition software in unison with linguistic translation devices to digitize and catalog an enormous collection of texts – encyclopedias of religion, religious biographies, sacred scriptures in dozens of languages, histories, Vatican letters, diaries of clerics, anything at all that qualified as writings on human spirituality. Because the massive collection was now in the form of bits and bytes rather than physical pages, the data was infinitely more accessible. Settling into one of the workstations, Gettum eyed the slip of paper and began typing. â€Å"To begin, we'll run a straight Boolean with a few obvious keywords and see what happens.† â€Å"Thank you.† Gettum typed in a few words: LONDON, KNIGHT, POPE As she clicked the SEARCH button, she could feel the hum of the massive mainframe downstairs scanning data at a rate of 500 MB/sec. â€Å"I'm asking the system to show us any documents whose complete text contains all three of these keywords. We'll get more hits than we want, but it's a good place to start.† The screen was already showing the first of the hits now. Painting the Pope. The Collected Portraits of Sir Joshua Reynolds. London University Press. Gettum shook her head. â€Å"Obviously not what you're looking for.† She scrolled to the next hit. The London Writings of Alexander Pope by G. Wilson Knight. Again she shook her head. As the system churned on, the hits came up more quickly than usual. Dozens of texts appeared, many of them referencing the eighteenth-century British writer Alexander Pope, whose counter religious, mock-epic poetry apparently contained plenty of references to knights and London. Gettum shot a quick glance to the numeric field at the bottom of the screen. This computer, by calculating the current number of hits and multiplying by the percentage of the database left to search, provided a rough guess of how much information would be found. This particular search looked like it was going to return an obscenely large amount of data. Estimated number of total hits: 2, 692 â€Å"We need to refine the parameters further,† Gettum said, stopping the search. â€Å"Is this all the information you have regarding the tomb? There's nothing else to go on?† Langdon glanced at Sophie Neveu, looking uncertain. This is no scavenger hunt, Gettum sensed. She had heard the whisperings of Robert Langdon's experience in Rome last year. This American had been granted access to the most secure library on earth – the Vatican Secret Archives. She wondered what kinds of secrets Langdon might have learned inside and if his current desperate hunt for a mysterious London tomb might relate to information he had gained within the Vatican. Gettum had been a librarian long enough to know the most common reason people came to London to look for knights. The Grail. Gettum smiled and adjusted her glasses. â€Å"You are friends with Leigh Teabing, you are in England, and you are looking for a knight.† She folded her hands. â€Å"I can only assume you are on a Grail quest.† Langdon and Sophie exchanged startled looks. Gettum laughed. â€Å"My friends, this library is a base camp for Grail seekers. Leigh Teabing among them. I wish I had a shilling for every time I'd run searches for the Rose, Mary Magdalene, Sangreal, Merovingian, Priory of Sion, et cetera, et cetera. Everyone loves a conspiracy.† She took off her glasses and eyed them. â€Å"I need more information.† In the silence, Gettum sensed her guests' desire for discretion was quickly being outweighed by their eagerness for a fast result. â€Å"Here,† Sophie Neveu blurted. â€Å"This is everything we know.† Borrowing a pen from Langdon, she wrote two more lines on the slip of paper and handed it to Gettum. You seek the orb that ought be on his tomb. It speaks of Rosy flesh and seeded womb. Gettum gave an inward smile. The Grail indeed, she thought, noting the references to the Rose and her seeded womb. â€Å"I can help you,† she said, looking up from the slip of paper. â€Å"Might I ask where this verse came from? And why you are seeking an orb?† â€Å"You might ask,† Langdon said, with a friendly smile,† but it's a long story and we have very little time.† â€Å"Sounds like a polite way of saying â€Å"mind your own business.†Ã¢â‚¬  â€Å"We would be forever in your debt, Pamela,† Langdon said, â€Å"if you could find out who this knight is and where he is buried.† â€Å"Very well,† Gettum said, typing again. â€Å"I'll play along. If this is a Grail-related issue, we should cross-reference against Grail keywords. I'll add a proximity parameter and remove the title weighting. That will limit our hits only to those instances of textual keywords that occur near aGrail-related word.† Search for: KNIGHT, LONDON, POPE, TOMB Within 100 word proximity of: GRAIL, ROSE, SANGREAL, CHALICE â€Å"How long will this take?† Sophie asked. â€Å"A few hundred terabytes with multiple cross-referencing fields?† Gettum's eyes glimmered as she clicked the SEARCH key. â€Å"A mere fifteen minutes.† Langdon and Sophie said nothing, but Gettum sensed this sounded like an eternity to them. â€Å"Tea?† Gettum asked, standing and walking toward the pot she had made earlier. â€Å"Leigh always loves my tea.†

Copper Cycle Lab Essay

Purpose: During this experiment, we were trying to see whether copper, after a chain of chemical reactions, will revert back to its elemental form. Procedure: First, I added nitric acid with copper in a beaker, which turned into a copper nitrate, a blue-green solution. Afterwards, I added sodium hydroxide, and my solution colored to a dark blue solution called copper hydroxide. I heated the solution to evaporate the water and I got a brownish-blackish solid called copper oxide. Once the solid appeared, I poured in sulfuric acid to it and I got copper sulfate, a bluish solution. The final step I took was to add the element zinc, which turned the solution from blue to clear, with a brown solid in the bottom of the beaker, copper. Observation: During each step, something happened. For instant, for the first step, when I added the acid to the copper, the copper disappeared and the solution turned from the clear acid color to a blue-greenish hue. In the next step, there was another chemical reaction when I added the sodium hydroxide. The whole solution turned blue when I stirred the mixture. When the time came to evaporate the solution, the liquids disappeared, leaving behind a wet, brownish solid in the middle of the beaker. When the solid was hot, it bubbled and popped until it cooled down. When all the liquids evaporated, I scraped off the solid and put it in a separate beaker. Once I put the sulfuric acid in it, the brown solids (copper oxide) slowly dissolved and turned the acid into blue. After the acid was blue, I added the metal/grey colored zinc into the solution; the solution bubbled and the zinc turned the solution clear. The zinc disappeared and in its place, copper appeared. Analysis: For each step, there was a chemical reaction, except for the part where we evaporated the water/liquefied chemicals. For each step, I was turning the copper into a compound. When an acid was added to the copper, it turned the element into a compound. When a base was added later, it merely replaced the acid with the base. Conclusion: For this experiment, I can conclude that an element/matter can never be destroyed or created. The copper cycle is evidence for the Law of Conservation of Mass, which states that an element or matter can never be created or destroyed, only changed.

Notes on Security Over Personal Property

SYLLABUS X: SECURITY OVER PERSONAL PROPERTY Table of Contents 1. introduction4 1. 1The structure of security4 1. 2Reasons for taking security4 Saloman v A Saloman & Co [1897] AC 22, per Lord Macnaghten4 Re Lind [1915] 2 Ch 3454 1. 3What happens during insolvency? 5 1. 3. 1Cases on PP Rule AD Rule6 Re Jeavons, ex p Mackay (1873) LR 8 Ch App 6436 *British Eagle v Cie Nationale Air France [1975] HL6 International Air Transport Association v Ansett Australia Holdings Ltd [2008] HCA 37 Belmont Park Investments Pty Ltd v BNY Corporate Trustee Services Ltd [2011] UKSC 387 2. Form vs Substance *8 . 1Artificial transactions8 Re George Inglefield Ltd [1933] Ch 18 Re Curtain Dream Plc [1990] BCC 3419 Welsh Development Agency v Exfinco [1990] BCC 3939 Thai Chee Ken v Banque Paribas [1993] SGCA10 2. 2American legal realism and Article 910 3. Mortgages and Charges10 3. 1Mortgages over personal property10 Pacrim Investments Pte Ltd v Tan Mui Keow [2005] 1 SLR(R) 14110 3. 2Clogs on the equity of red emption11 3. 2. 1Length of mtgage11 Knightsbridge Estates Ltd v Byrne [1939] Ch 441 (ECA)11 Fiscal Consultants Pte Ltd v Asia Commercial Finance Ltd (1981)11 3. 2. 2Collateral advantages11 Samuel v Jarrah Timber12 *Kreglinger v New Patagonia Meat (HL)12 * Citicorp Investment Bank (Singapore) Ltd v Wee Ah Kee [’97 SGCA]12 3. 3Identifying a charge13 3. 3. 1Charge vs Mtgage13 **Swiss Bank Corporation v Lloyds Bank [1982] AC 58413 3. 3. 2Right to take possession =/= charge14 *Re Cosslett (Contractors) Ltd [1998] Ch 49514 3. 3. 3Charge must contain positive undertaking14 Flightline Ltd v Edwards [2003] CA14 3. 3. 4Direction to pay out of fund =/= charge14 *Palmer v Carey [1926] AC 703 (PC from Aus)14 3. 3. 5Equitable set-off vs charge15 3. 4Capturing future assets15 *Tailby v Official Receiver (1888) 13 App Cas 523 Lord Macnaughten16 3. 5Charge-backs16 3. 6Trust Receipts distinguished16 3. 6. 1How it works16 3. 6. 2Deemed continuing pledge16 3. 6. 3Deemed trust? 17 *United Malayan Banking Corp Bhd v Lim Kang Seng [1994] SGHC17 3. 6. 4How is proceeds shared btw Bank and B? 17 4. Fixed and Floating Charges18 4. 1Definition of a floating charge18 Illingworth v Houldsworth [1904] HL (Lord Macnaghten)18 *Re Yorkshire Woolcombers Association Ltd [1904]:18 *Dresdner Bank v Ho Mun-Tuke [’92, SGCA]19 4. 2â€Å"Dealing in the ordinary course of business† (OCOB)19Re Borax [1901] 1 Ch 32719 Ashborder BV v Green Gas Power Ltd [2004] EWHC 151719 4. 3Crystallisation of floating charges19 Re Brightlife [1987] Ch 20020 Re Woodroffes (Musical Instruments) Ltd [1986] Ch 36620 4. 3. 1Apparent agency20 4. 3. 2S 226(1A): a gloss to the automatic/ semi-automatic battle20 4. 4Distinguishing fixed and floating charges20 4. 5The insolvency battleground21 *Agnew v Commissioner of Inland Revenue [2001] 2 AC 71021 *Re Spectrum Plus Ltd [2005] 2 AC 68021 4. 5. 1Expenses of liquidator21 Buchler v Talbot [2004] AC 298 (HL)21 5. Quasi-Security: Title-based Devices22 5. Reserva tion of title (‘Romalpa clauses’)22 Re Bond Worth Ltd [1980] Ch 22822 *Aluminiuim Industrie Vassen BV v Romalpa Aluminium Ltd [1976] 1 WLR 67622 5. 1. 1New goods clauses23 Clough Mill Ltd v Martin [1985] 1 WLR 11123 *Borden (UK) Ltd v Scottish Forest Timber Products Ltd [1981] Ch 2523 Re Bond Worth Ltd [1980] Ch 22823 5. 1. 2Money proceeds clauses23 *E Pfeiffer Weinkellerei Weinenkauf GmbH v Arbuthnot Factors Ltd [1988] 1 WLR 15023 Associated Alloys Pty Ltd v CAN 001 452 106 Pty Ltd [2000] HCA 2524 5. 2Hire purchase24 5. 3Discounting receivables24 6. registration of charges25 6. Registrable charges25 6. 1. 1S 131 registration25 6. 1. 2When is a charge created? 26 6. 2Effect of registration and non-registration26 6. 2. 1No constructive knowledge26 Re Monolithic Co [1915] 1 Ch 64326 6. 2. 2Conclusive evidence26 6. 3Late Registration26 7. Priority Rules27 7. 1Rules in general27 Joseph v Lyons (1884)27 Cheah v Equiticorp Finance Group Ltd [1992] 1 AC 47227 7. 2Constructive notice27 Wilson v Kelland [1910] 2 Ch 30627 *Macmillan Inc v Bishopsgate Investment Trust plc (No 3) [1995] 1 WLR 978, 999-100528 7. 3Purchase money (security) interests28 7. 4Tacking future advances29West v Williams [1899]29 7. 5Circularity30 8. Remedies30 8. 1General30 8. 1. 1What remedies does Chgee have? 30 8. 1. 2How much notice must creditor give? 30 8. 1. 3Duty of care in choosing receiver30 Gaskell v Gosling [1896] (Rigby LJ)30 8. 2Receivership31 Re Newdigate Colliery [1912]31 Airlines Airspares v Handley Page [1970] 1 Ch 19331 Medforth v. Blake [1999] 2 BCLC 221; [1999] 3 All ER 97 (CA)31 8. 3Judicial management31 8. 3. 1What happens in the JM process? 32 Bristol Airport Plc v Powdrill [1990] Ch 74432 Electro Magnetic (S) Co v Development Bank of Singapore Ltd [1994] 1 SLR(R) 57432 . 3. 2Disposal powers of JM32 9. Insolvency clawback33 9. 1Unfair preferences33 Re M C Bacon Ltd [1990] BCC 7833 9. 2Undervalue transactions33 Hill v Spread Trustee Co Ltd [2006] BCC 64634 9. 3Fl oating charges near insolvency34 Power v Sharp Investments [1993] BCC 60934 Re Yeovil Glove Company [1965] 1 Ch 14834 10. Reform? 34 Focus of course: * Non-possessory security: esp Mtgages and Charges * Title-based security| introduction The structure of security (see mindmap) Reasons for taking security * Main reason: priority over other unsecured creditors (U/Cs) *During insolvency * Obvious advantage * Also, a self-help remedy * Outside insolvency * Borrower (B) has more incentive to repay * In a sense, Secured Creditor (SC) is king; but note that Parliament has intervened with a class of â€Å"Preferential Creditors† (P/C) Saloman v A Saloman & Co [1897] AC 22, per Lord Macnaghten * Salomon ran a company such that there were several U/Cs but Salomon himself was the only S/C * HELD: Salomon’s security was valid, even it was absolutely scandalous that the secured creditor could sweep aside all claims of the company’s other creditors. Case shows that creditor a nd borrower absolutely free to contract in any way they want. * Only exception is if they impose clogs on the equity of redemption. * (Note: After this, Parliament created a special category of P/Cs) Re Lind [1915] 2 Ch 345| Facts| * Case concerned inchoate security – present security over future assets * Son granted creditors security over the reversionary interest in his mother’s estate (which only arises after mum’s death) * Son became bankrupt – Mother dies – Son discharged from bankruptcy | HELD| Security attaches from the date of the security arrangement (ie. hen S first gave the security)| Reasoning| * When prop comes into existence (ie. when mother died) it is captured by the security, but dated all the way back to when S first gave security. * This is so even though prop fall in after bankruptcy! Prop is out of the hands of the trustee in bankruptcy. * S/Cs had priority over other unsecured creditors. * Goode uses analogy of new born being able to sue for injuries sustained during birth. | Bankruptcy Act ss 76, 78 Companies Act s 269 Assets under security do not vest in liquidator/ OA (s 76(3) BA) * If a corporation has ALL assets are covered by security, the liquidator is powerless and has to sit by the sidelines until the secured creditor, typically acting for a receiver, carries out the process of managing the company and dealing with the assets so as to maximize assets to be paid back. What happens during insolvency? * You cannot quite appreciate security until you know what happens to property in the insolvency process: 1. Relevant event† occurs – eg. resolution to wind-up/ petition to court is passed 2. Trustee in bankruptcy/ liquidator appointed 3. Nobody (no officer of the company or individual) may dispose of the assets without the consent of the trustee or liquidator * Prior to insolvency, even if person is about to be bankrupt, assets are at free disposal of Co/ person. * But 2 exceptions: (i) Insolvency clawback * certain pre-insolvency dealings can be reversed. (ii) Anti-deprivation rule (AD Rule) * common law rule of public policy (originates in com-law; not found in insolvency legislation) * If an instrument seeks to transfer prop out or only take effect upon an individual’s bankruptcy, it is generally void. (see Syl 3) * One discredited distinction: * the grant for a limited period which expires upon insolvency = valid * the forfeiture of a full interest upon insolvency = invalid * Hard to see why they are treated diff when effect is same. * Anti-deprivation rule not the same as pari pasu rule (PP Rule) (as held in Belmont Park) * The pari pasu rule of distribution is stated in s. 00 of the companies act states that subject to the claim of the preferential creditors, the assets of the insolvent person are to be distributed in the pari pasu or rateable. This is a legislation that cannot be moulded by the court. Cases on PP Rule AD Rule Re Jeavons, ex p Mackay (1873) LR 8 Ch App 643 * Facts: * J sold one B a patent for improving armour plates manufacture. * In return B would pay J royalties of 15s per ton of plates produced. * B also lent J ? 12,500, and agreed that half J’s' royalties would go to paying back that loan. It was further agreed that if J went insolvent, or made an arrangement with creditors, B could keep all the royalties to satisfy the debt * Held: The second part of agreement ineffective; Brown had a lien on one half of the royalties only * Clear-cut breach of pari pasu and AD Rule both. *British Eagle v Cie Nationale Air France [1975] HL| Facts| * The case concerned the operation of IATA, a clearing house for airlines. Under the IATA arrangement, ‘debts’ owed between members were not payable, but were netted off in the clearing system; only the balance was payable to or by IATA. British Eagle was owed a certain sum by Air France; but at the overall leve, BE was a Net Debtor Airline. * Following a windi ng up petition, British Eagle’s liquidator claimed that such amount was an asset that should be available to its unsecured creditors. * Air France contended that nothing was owed directly to British Eagle, and that, under the clearing house system, British Eagle's only relevant assets or liabilities were rights or obligations as between British Eagle and IATA. The pari passu principle is in issue and not the anti-deprivation rule as if the sums are payable to IATA and not British Eagle, which would have in turn been used to pay off a creditor of British Eagle (Air France), Air France will gain priority vis-a-vis other general unsecured creditors of British Eagle. | HELD| Majority: the parties had, by agreeing that simple contract debts were to be settled in a particular way, contracted out of insolvency legislation which provided for the payment of unsecured debts pari passu. As such, the arrangements were contrary to public policy and the insolvency legislation prevailed. BE could recover $ owed to it by AF; other creditors of BE had to prove in insolvency estate| Reasoning| * it did not matter that the arrangements were entered into bona fide and without the intention of defeating the insolvency laws. * Lord Cross in effect suggested that the only way to obtain priority apart from statute was through security. Lord Morris (Dissent): * Distinguished cases like Ex p Mackay as cases where parties made clear attempt to evade insolvency laws. * Such concerns do not bite when arrangement is for valid commercial reasons. * â€Å"In the contracts [in the present case] †¦ here was no provision which was designed to come into effect or to bring about a change in the event of liquidation†. | Evaluation| Majority’s arg that AF is being preferred, and PP Rule offended, is flawed * At clearing stage, not certain whether AF is even going to be a creditor bec you do not know who is being owed yet. * And if we don’t know where the money is go ing, how can you say air france is given preferential treatment? Better way to rationalize Majority’s decision is on AD Rule * An asset of BE, debt owed by AF to it is being divested from BE’s estate upon insolvency. Counter –arg: Cannot even be said that AF had an obligation to pay BE. (line pursued by Minority)MB: Best way out of this mess may be novation. * Each pair of contracting parties will agree to novate the contract in favour of the central clearing house * Upon insolvency, oblgs and liabilities clearly btw each party and clearing hse. Note: the judgment was overturned by legislation to preclude its operation to clearing houses. IATA also amended the terms of its clearing house to overcome the effects of the judgment. | 30 years later, the IATA clearing house arrangement was litigated again, in Australia: International Air Transport Association v Ansett Australia Holdings Ltd [2008] HCA 3 * HELD: no public policy considerations outside of Act – in any case, no violation of any such considerations bec no relationship of debtor and creditor exists between Ansett and other members of the Clearing House * However, HCA noted that there were significant differences between Ansett and British Eagle, including the fact that, unlike in British Eagle, no claim was made between individual members of the Clearing House. When you look at the AD rule and its breadth you can begin to see it can pose a threat to perfectly straightforward transaction: (It was only starting from this case that Cts seem more aware of distinction btw AD Rule and PP Rule; but court doesn’t bring the distinction home here) Belmont Park Investments Pty Ltd v BNY Corporate Trustee Services Ltd [2011] UKSC 38| Facts| Priority swap arrangement * The case concerned the enforceability of so-called â€Å"flip clauses†: Lehman Brothers (LBSF) vsNoteholders * Ordinarily, LBSF has priority over Noteholders; but in event of insolvency, Noteholders are given priority over enforcement of charge over securities. * Note that LBSF does not lose ability to enforce charge; just priority. | HELD| The ‘flip’ clause was valid and enforceable and did not offend the AD Rule| Reasoning| * Two major grounds: * Firstly, not sure if priority is property; hence the swap cannot be said to offend AD Rule (Lord Mance) * Secondly, there is a good and sound commercial reasons for the transaction. However, Ct does not go as far as to say this ground is a defence; but it is certainly relevant. | Evaluation| HL raised an example of a scheme where Insurance Broker pays out to Employer for Employee’s claims for injury. HL said it breached AD Rule. (MB does not think it does).. | Form vs Substance * * Starting: Freedom of contract – free to arrange affairs btw parties * Two exceptions: 1. Sham transactions * A pretence. Appear to enter into a contract to do X; in effect they do Y. * Courts rarely strike down transactions as shams 2. The internal route† – courts will re-label a transaction if in substance that is what it is. * That is tantamount to embracing the spirit of American realism as exemplified by UCP 600 Art 9. * But, courts will not strike intervene just bec parties choose to use a more artificial and less straightforward route * We will look further into this: Artificial transactions * It is impt to distinguish whether is in fact a security transaction bec security often requires registration before they can be recognised. Re George Inglefield Ltd [1933] Ch 1 Usually cited for is a 3 part test for distinguishing a charge (or mtgage) from a sale (or discount) * (S = purported seller (usually borrower); B = purported buyer (usually the lender)) * Romer LJ: (i) Redemption * If S is able to recover asset upon repayment suggests a charge (ii) Surplus * If upon selling asset there is a surplus, and B is obliged to return surplus to S more likely charge (iii) Deficiency * If B realises asset bring s him less than amt advanced + he has right to make S â€Å"top up† more likely charge * (This one can be easily breached – most discounting agreements (ie. ale of debt) contain a recourse agmt – seller to reimburse to the buyer in an event of certain debts proving to be bad) Re Curtain Dream Plc [1990] BCC 341| Facts| In this case, a sale and repurchase was characterised as mortgage * 2 separate agreements: (i) Facility letter – B open line of credit for S; (ii) Sale agmt – S sold fabric to B, with a resale at 90 days where S had to repurchase the same fabric with increased price at LIBOR + 1% * Whether this was a charge such that it had to be registered? | HELD| When the two agmts are viewed tgt, their legal effect is that of a mortgage.Failed for lack of registration. | Reasoning| * Agmt (i) was very suggestive of a loan * Used language such as â€Å"credit† and â€Å"credit line† + calculated against LIBOR * Agmt (ii) contained a right of repurchase that looked a lot like equity of redemption. | Evaluation| However, a mere right to repurchase should not too easily be characterised as an equity of redemption because such repos transactions occur very frequently (for good commercial reasons not limited to raising finance) and no reason to suppose they are not genuine sales. * Courts have at other times been transaction-friendly: Welsh Development Agency v Exfinco [1990] BCC 393| Facts| 1. P grants WDA a floating charge over its book debts 2. P’s dealings with Exfinco (E) * P sells software to E * P then acts as E’s agent to negotiate sale from P to overseas customers * Overseas customers don’t know P is agent (E wishes to be undisclosed principal) * Payments go into a blocked acct in P’s name; but only E can draw from that acctIssue:Does E have a charge over the book debts from overseas customers that is paid to P? (Rmb P had charged all its book debts to WDA) * On the one hand, it is charge; it is unregistered; WDA stands in priority * On the other hand, not charge: it is E’s software that is being sold; so money coming in belongs to E, not P. | HELD| Not a security; parties are free to structure their affairs even if it means doing so to avoid statute; Parliament should revise statute if it wishes to capture this. – Book debts belong to E, not P. Reasoning| * There was also a clause allowing P to shut down the scheme with E with 3 mth’s notice held not an equity of redemption * | Evaluation| * This case stands for a freedom of contract and parties can choose an artificial route for perfectly sensible commercial reasons * They can strive for the best priority position they can get and can contract to do so even if it means they wish to avoid statute. | * Singapore courts seem to be quite transaction-friendly as well: Thai Chee Ken v Banque Paribas [1993] SGCA| Facts| * Classic sale and repurchase| HELD| Not a security |Reasoning| * Court acknowledges Romer LJ’s 3-part test * Accepts principle that court must look at true substance of agreement at law * Sale and leaseback has commonly been taken at face value, even with a financing element. * Court viewed it as double sale; no qn of equity of redemption. * | Evaluation| * You will realise that the arg about equity of redemption is circular. | American legal realism and Article 9 * See M. Bridge (2008) article * Be aware that American realism compelled drafgint Art 9, UCC. Focus there is on economic reality of transaction. Mortgages and ChargesMortgages over personal property * Mtgage = conveyance (or assignment) of property to Mtgee as security for the repayment of a debt (Keith v Burrows (1876) 1 CPD 722) * There is an actual transfer of property already/]. Pacrim Investments Pte Ltd v Tan Mui Keow [2005] 1 SLR(R) 141| Facts| DP had shares in MSL – shares were issued subject to a moratorium tt they cannot be disposed or assigned without MSL’s wr itten consent for 1 yr – purpose was to prevent depression of MSL’s share value if sold en masse – DP â€Å"pledged† shares to Pacrim – P sought to get its shares registered – MSL refused bec. t had not given approval for the transfer to P. Issue: Was equitable mtgage of shares a â€Å"disposal† or â€Å"assignment† of those shares in breach of the Moratorium? | HELD| The words â€Å"assign† or â€Å"dispose of† should be construed according to what it normally means in securities markets – ie. restriction on sale in open mkt. Does not stop shares being used as security. | Reasoning| Counsel for Pacrim conceded that the deposit of the share certificates together with the signed blank transfers for the 70 million Consideration Shares created an equitable mortgage. We agree that, in law, a â€Å"pledge† of share certificates accompanied by duly signed transfers is an equitable mortgage. â€Å"The cour t interprets restrictions on transferability strictly, and if there is an ambiguity or uncertainty, inclines to the interpretation which will give the shareholder the greatest freedom to transfer. † * Pers prop is prima facie transferable; need very clear language to stop a person’s having that transferability. | Note| In Re Lin Securities Pte Ltd [1988] 1 SLR(R) 220, court went further to say that a deposit of share certs can be an equitable mtgage whether accompanied by transfer in blank or not. Clogs on the equity of redemption * Common law used to be very strict – any arrangement that fettered B’s redemption was a â€Å"clog† and would be struck down * Today, Cts tend only to strike it down when it (1) is unconscionable, (2) amounts to a penalty, or (3) is repugnant to the contractual right to redeem (Kreglinger) * Judicial progress: the sentiment in contract law tt must look away from substantive unfairness and only intervene when there is proc edural unfairness. Length of mtgage Knightsbridge Estates Ltd v Byrne [1939] Ch 441 (ECA)|HELD| Mtgag for a long duration does not kill right to redeem. There is no doctrine of a â€Å"reasonable time to redeem†. | Facts| Mtgage was to be repaid over 40 years| Reasoning| * Court shd only intervene when there is unconscionability – none in this case bec. parties were companies who were dealing at arm’s length. | * Similar view about duration of mtgage in Singapore: Fiscal Consultants Pte Ltd v Asia Commercial Finance Ltd (1981)| HELD| Mtgag for a long duration does not kill right to redeem. There is no doctrine of a â€Å"reasonable time to redeem†. Facts| Mtgage was to be repaid over a long period- term stipulated tt if M redeemed bef date of redemption, he must pay the full interest due the entire period of mortgage| Reasoning| * Clause not harsh tt this was not harsh and unconscionable bec. parties were of equal bargaining power | Collateral advantages * Most common are clauses entitling B the option to purchase. * Collateral advantages are terms in the mortgage that confer a benefit on L but do not form part of the security (ie. it does nothing to make L’s debt more secure). Courts’ have decided this issue on whether such advantages are IN the mtgage agmt or whether they are collateral atm. If not, they are upheld *Samuel v Jarrah Timber | HELD| Mtgag for a long duration does not kill right to redeem. There is no doctrine of a â€Å"reasonable time to redeem†. | Reasoning| so long as the option is â€Å"a term of the loan†, it will not be upheld. | *Kreglinger v New Patagonia Meat (HL) | HELD| * Held that tt option was a collateral agreement and did not form part of the mortgage (even though it was in the same loan document). Further, tt bec. it was a floating charge, it was easier to find tt this was a collateral agreement. | Facts| K lent money to to NPM – agreement stated tt K would have a 5- year right to purchase the sheepskins produced by NPM (this effectively creates a floating charge) – NPM had 5 years to repay the loan but could pay it all off earlier if it wished – loan repaid bef. 5yrs was up; K continued to demand right to purchase sheepskins. | Reasoning| * | * * This â€Å"collateral contract† approach is done to avoid continued invocation of â€Å"clog on the equity† doctrine. Citicorp Investment Bank (Singapore) Ltd v Wee Ah Kee [’97 SGCA]| HELD| Option to purchase was a collateral agmt (ie. not part of mtgage); further, it was not void bec there was no unconscionability. | Facts| K lent money to to NPM – agreement stated tt K would have a 5-year right to purchase the sheepskins produced by NPM (this effectively creates a floating charge) – NPM had 5 years to repay the loan but could pay it all off earlier if it wished – loan repaid bef. 5yrs was up; K continued to demand right to purchase sheepskins. R easoning| * Notably, CA departed from HC’s arg on â€Å"clog on the equity†| * SG law and Eng law DIVERGE on this: * England = Clog on the equity’ doctrine not done away (recent case: Jones v. Morgan was one whr cl was struck in the absence of unconscionability). * SG = has moved away from such a restricted view and unconscionability is the more decisive factor. Identifying a charge * Charge vs Mtgage * Both allow Chgor/Mtgor to retain possession of asset * But charge does not involve conveyance (or assignment) to Chgee * Thus, Salmond: â€Å"casting a shadow over the property† in question No legal charge * Bec common law has found it difficult to carve prop interest out of undifferentiated bulk; charge is so bec prop is only encumbered so far as necessary to support repayment of debt. Charge vs Mtgage * As a matter of evidence, it is more difficult to determine if a charge has been granted than so for a mtgage. * The following case (1) tries to explain d iff btw a charge and a mortgage and (2) shows how easily a charge may be granted, even though parties may not have realised so! **Swiss Bank Corporation v Lloyds Bank [1982] AC 584|Facts| * Very complicated * In a nutshell, IFT had some shares in a company. (1) To comply w Bank of Eng regulations, IFT allowed Swiss Bank (SB) consideratble measure of control over those shares. (2) It subsequently granted Lloyds Bank (LB) a charge. * Priorities battle. | HELD| SB did not have a charge. IFT and SB only arranged as such to comply with BOE rules, not to secure the debt. * Lord Wilberforce (at HL): Further, in such transactions there is usually a â€Å"charge-back† arrangement on IFT’s active acct w SB. Reasoning| * Equitable mtgage * Though insufficient to pass legal title, Mtgor nonetheless demonstrates a binding intention to create a security in favour of mtgee * Equity will confer title if subject matter of contract makes it specifically enforceable. * Charge which is no t mtgage * Property is specially appropriated to the discharge of a debt; * Chgee has right of realisation by judicial process * Whether a charge has arisen must depend on intention of the parties * Intention could be (1) express or (2) inferred * Express intention is found in documents * This is objectively construed – ie. f docs reveal that transaction has a legal effect of granting charge, does not matter if parties did not realise the consequences. * They are presumed to intend the consequences of their acts. | Evaluation| Is court being contradictory? Does intention not matter? * Submitted that intention of parties is being given effect; Ct focus is on the legal effect they intended and not judge intention by the label they’ve chosen to use. That’s all it means. | Right to take possession =/= charge * A right to step in and take possession of the assets, without more, does not give rise to a charge: *Re Cosslett (Contractors) Ltd [1998] Ch 495 Concerned bui lding contract – common in such contracts to allow employer to step in and take over the plant on default of contractor. * This case opined that typically this would not amount to a charge: * Employer not seeking to secure contractor’s liability; rather the purpose is to allow employer to carry out performance instead. * Held: In this particular case, it was an equitable charge. * This contract contained right to sell the plant and apply the proceeds to discharge contractor’s debt. * (This was a contractual right; did not stem from possessory transfer of plant) Charge must contain positive undertakingFlightline Ltd v Edwards [2003] CA * A charge must entail a positive obligation for the property to be applied as security * Facts: Pf had injunction on all of airline’s assets – airline agrees to pay a large amt of $ into an acct – covenanted to retain 75% in that acct as unencumbered = effectively, a negative undertaking. * Held: Not a charge. * An arrangement, however short-term it may be, can amount to a charge if that is the legal effect of it. * Letter of hypothecation * Letter of hypothecation Bank advances funds to exporter * Bank holds on to BOL until borrower pays It is a short-term arrangement; but capable of being a charge. Direction to pay out of fund =/= charge *Palmer v Carey [1926] AC 703 (PC from Aus)| Facts| 1. L lent B money to purchase his stock-in-trade 2. When B sells his goods, proceeds are to be paid into L’s bank acct 3. L would deduct loan amt + 1/3 of profit; balance paid to B * L argues this is equitable charge| HELD| L did not have a charge- | Reasoning| * An agreement that a fund be applied in a certain way, without more, will not find a charge. * It is necessary to find an oblg to pay the debt out of the fund. Only then has there been a beneficial prop interest that will allow court to decree spec perf. * Depositing money in L’s acct only gives lender a â€Å"more efficient hol d to prevent the misapplication of proceeds† but it does not give him property. | Evaluation| * Seem to lay down two criteria (Blackburne J. in Re TXU Europe Group plc): (i) There must be contractual appropriation of asset to the debt; (ii) There must be a specifically enforceable right to look to asset to discharge debt. * MB: PC seemed to be laying down a wafer-thin distinction; might have to confine decision only to cases where the asset in qn is a fund. If you undertake to pay me out of monies in your hand = charge * If you undertake to pay into my acct + injunction on how you can use acct, with the effect that L is the one taking steps to identify what is owed to him = not charge * Confine case to fund; see difference when it is building contract in Cosslett: * A fund = repository of money typically revolving as to contents from time to time, like the contents of a bank account but not limited to it(See Small Goode @ pp 18 – 19)| * Note that Cosslett; Flightline; P almer can all be analysed in framework of â€Å"contractual appropriation† of asset to debtEquitable set-off vs charge * Conceptually, a right of set-off, being a personal right ,is not a security * Imagine if B borrows from L; prior to that L happened to be indebted to B as well. * It has been held that a charge can be effected by B charging to L his contractual indebtedness to B (Re Bank of Credit and Commerce International (No. 8) [1998] AC 214) * Practically, this is done by book entry and works same as contractual set-off. So line is very blurred now. Capturing future assets * Book debts Only equity will recognise conveyances of future property It will treat the present conveyance as a binding contract to convey, and PROVIDED CONSIDERATION IS GIVEN, which is subject specific performance. * The future propert will automatically be conveyed in euiqty to Tfree once it comes into existence. * Halroyd v Marshall (1862, HL): * Mtgage granted over inter alia, future machinery t hat is in substitution of machinery already being used. * Held: Mtgee’s rights over prop prevailed over subsequent creditors. * Once machinery came into mill, it was encumbered by the Mtgee’s equitable interest; Mtgor held machinery on trust for mtgee. *Tailby v Official Receiver (1888) 13 App Cas 523 Lord Macnaughten 1. How do I know whether a particular future property is captured? * Essentially there must be an adequacy of description in the instrument of the charge or debenture * Best way = charge states to capture all book debts, present and future. * Makes process clean and automatic * If you try and capture only certain â€Å"types† of book debts, there is problem of identification when as and when that debt comes into existence. 2. Why is â€Å"specific performance† used to justify the automaticity of the process? a) Bec damages are insufficient – in an insolvency situation, damages are useless (b) Just a convenient metaphor (MB’s fa voured view) * Technically there is no need to compel B to do anything, all happens automatically. * So think of specific performance as a type of mere instrumentality or metaphor. Charge-backs * Charge over my own indebtedness to you. * Common: banker’s charge-back * Usually contains a flawed asset clause – bank does not need to repay your deposit until your loan is repaid. * Is this possible? MB: Conceptually, it may be seen as impossible using charge-back as mtgage/ charge * But banker’s charge-back is allowed in legislation (S. 13 of CLA) and in case law (Re BCCI (No. 8)) Trust Receipts distinguished Letter of credit How it works * Usually for import business 1. Bank advances $ to Buyer (B) 2. As security, bank holds on to B’s BOL. Thus, bank has a pledge over the BOL itself. * In fact, often BOL names bank as consignee. * Through the BOL, Bank effectively has pledge over underlying gds. 3. B needs to collect goods. 4. So, Bank releases the BOL with t he limited mandate to allow B to collect gds from port. This is reflected in a trust receipt) 5. After B collects, BOL is effectively â€Å"spent†. Deemed continuing pledge * What is the nature of the r/s btw Bank and B at (4)? * Bank has a deemed continuing pledge of the BOL (even though BOL is no longer in bank’s possession). * A pledge can be deemed to continue despite a temporary transfer of possession back to Pdgor (North Western Bank) * [When looking at TR, rmb to have a look at Mercantile Bank of India case (earlier syllabus)] Deemed trust? * What is the nature of the r/s btw Bank and B at (5)? Q: If after BOL is â€Å"spent† it no longer represents the goods, then what interest does Bank have in gds after collection? B has to take delivery of goods as agent of Bank and has to account to bank from the proceeds (for the amt of advance). Thus, this is a kind of deemed trust. * If it is, it is a funny kind of â€Å"trust† bec there is the Buyer (†Å"trustee†)’s equity of redemption. So the trust is liable to be unwound upon repayment. | * MB: Another possibility = Bank has charge over the goods. * Problem: CA and BOS Act seem to exclude trust receipts from charges registration suggests they are not charges * S 131, CA BOS leg excludes short-term import/ export bills * Bank clearly does not become legal owner of the goods; it only has a security interest. *United Malayan Banking Corp Bhd v Lim Kang Seng [1994] SGHC * Issue: Whether a bank operating under trust receipt terms had full legal and beneficial ownership of the goods after collection (w B acting simply as Blee)? * Held: NO. * Bank was not in business of dealing in building materials and clearly did not purchase these goods to deal with them. * Further, court also held that whether trust receipt can give security even if the pre-existing LOC granted to B was secured by other securities. See Rev Lect 1 and 2 for more on registration] How is proceeds shared btw Bank and B? * Quite obviously, proceeds from goods will be different from amt advanced (assuming there is profit). * Re David Allester (1922) 2 Ch 11 * Two possible ways: (i) Surplus from sale all goes to bank. * Using trust analysis, Bank is sole beneficiary (ii) Bank entitled to proceeds only up to amt of advance + interest. * MB: more commercially realistic * Then this would be a trust where both B and Bank are beneficiaries? Fixed and Floating Charges Definition of a floating charge | (1) Fixed Charge| (2) Floating Charge| * Prop that are ascertained or capable of being ascertained| Re Yorkshire Woolcombers: * Usually a class of assets, present and future * Contents of that class would change from time to time| Illingworth v Houldsworth [1904] HL (Lord Macnaghten)| – Once granted, it fastens on prop â€Å"without more†| – It is â€Å"ambulatory and shifting in nature, hovering over and so to speak floating with the property†- Does not bite until c rystallising event. | Priorities| Ranks in priority to floating charge, provided subsequent fixed Chgee has no notice of any –ve pledge| Ranks in priority to unsecured creds; except for preferential creditors| Floating charge is a present security interest * But its full force will not be felt until a future date; hence its also described as a â€Å"dormant† security Three features of floating charges (though not all 3 must be present):*Re Yorkshire Woolcombers Association Ltd [1904]: (i) If it is a charge on a class of assets of a company present and future; (ii) If that class is one which, in the ordinary course of business of the company, would be changing from time to time; and (iii) If it is contemplated that, until some future step is taken by those interested in the charge, the company may carry on its business in the ordinary way as ar as concerns the particular class of assets. [ Of all, (3) is the most impt – degree of control by Chgee most defining fe ature! ]| – When looking at whether B is free to deal with asset, Courts will look beyond words in agmt and at the actual practice btw the parties *Dresdner Bank v Ho Mun-Tuke [’92, SGCA] * Pal-El scandal – â€Å"daily certificates†-type cases – in this case, notwithstanding tt docs strictly said tt Co had to get bank’s approval before dealing in e shares – it was found tt Co. had freedom to alter the pool of shares tt constituted the security + Co. ever sought nor did bank demand such approval – HELD to be floating charge â€Å"Dealing in the ordinary course of business† (OCOB) * It is the hallmark of a floating charge that Chgor can deal with asset in the ordinary course business. But what does this mean? * MB: We see a rather wide and extravagant defn of ordinarycourse of business. Re Borax [1901] 1 Ch 327 * It means Chgor company can do anything, except: (i) Deliberately destroy its business (ii) Ultra vires transact ions (ie. adhere to MoA of Co) There has long been an intimate relationship between law relating to floating charge and lwa relating to corporate capacity (iii) Anything expressly prohibitied by the debenture. * Short of any of these 3 grounds, Chgee cannot intervene in Chgor’s business – eg. try and get injunction against Chgor Ashborder BV v Green Gas Power Ltd [2004] EWHC 1517 [Read paras 192 – 227 for summary of authorities; para 227 concisely states law] * Reaffirms Borax; and goes further! * Even if the company in question grants an unlawful preference = not be out of the ordinary course of business. Even if one or more of the directors are in breach of fiduciary duties = not be out of the ordinary course of business. * In present case, there was unlawful preference (Dirs lent $ to Co – Co has financial problems – Dirs sue Co – Dirs pass reso not to defend action); but not out of OCOB. Crystallisation of floating charges * Crystallisat ion does two things: (i) transforms floating charge fixed charge (ii) removes Chgor’s authority to deal w assets in OCOB * Crystallising events can be: (a) automatic – happens without Chgee/ Chgor knowing Eg. Chgor can crystallise charge at will (as was the case in Brightlife) (b) semi-automatic – exact + give notice * Eg. winding-up of Chgee Re Brightlife [1987] Ch 200 * There is no public policy reason to restrict parties’ freedom of contract. They can choose whatever crystallisation event. * However, automatic crystallisation can give rise to commercial inconvenience and hence there is a strong presumption that parties did not intend it. Very clear language will be required, but not excluded by rule of law. Acknowledged that some may not be happy w state of law but up to Parliament to change it Re Woodroffes (Musical Instruments) Ltd [1986] Ch 366 * Cessation of business is always a crystallising event * â€Å"A cessation of business necessarily puts an end to the company's dealings with its assets. That which kept the charge hovering has now been released and the force of gravity causes it to settle and fasten on the subject of the charge within its reach and grasp. † Apparent agency * While 3P would not know when crystallising event has taken place, they can â€Å"seek shelter† in apparent agency. Small Goode: Termination of Chgor’s apparent authority to deal w assets is purely btw Chgor and Chgee Taken tgt w the wide ambit of OCOB, what courts are saying is that they will be slow to fetter freedom of contract; but 3Ps are not w/o protection either. * Small Goode (at 4-29): â€Å"No outsider is entitled to dictate the terms on which the company’s management powers are to be brought to an end†¦ but whether the ending of [the power] binds third parties dealing with assets is an entirely separate question. | S 226(1A): a gloss to the automatic/ semi-automatic battle Re Brightlight was decided on f acts before a vital statutory change – s 226(1A): * Defines a floating charge as one that is a floating charge at creation. * Upon liquidation, liquidator has duty to pay Pref Creds before floating chgee * So the whole point of automatic crystallisation was a race to convert from floating fixed before liquidation * If fixed at liquidation = no need to be subordinate to Pref Creds * With s 226(1A) , this race is now pointless. * Hence, floating charges per se have lost favour links to Insolvency Battleground (see section 4. 5) Distinguishing fixed and floating charges It is important to distinguish fixed and floating charges. It is legislatively required: * S 226, CA: Preferential creditors to have priority over floating Chgee * The case of Re Cimex Tissues Ltd [1994] BCC 626 was probably not correct to say that fixed/ floating charge exist on a continuum. The insolvency battleground * Parliament make Pref Cred ; Floating Chgee + Automatic crystallisation not effective = Float ing Charge not popular. * Instead, they took fixed charges over as many assets as they possibly could with a floating charge to sweep up anything behind that might be unaccounted for. A particularly difficult asset to be subject to a fixed charge are book debts *Agnew v Commissioner of Inland Revenue [2001] 2 AC 710 * Cannot have fixed charge debt; floating charge proceeds * No diff btw debt and proceeds; failure to control proceeds = no charge over debt * To have fixed charge over debt = control collection of proceeds * Lord Millet: contractual stipulation tt proceeds are to be paid into blocked acct is not enough if account is not in fact operated as blocked. *Re Spectrum Plus Ltd [2005] 2 AC 680 * Agreed that insufficient for contractual right to control if it is not carried out. However, exactly how much control is needed is unknown. * Suggested that control exists on a spectrum – with total freedom of Chgor at one end; total prohibition on dealings at the other. * Court seems to imply that virtually all possibilities in between = floating * Simply if there is power to make item by item substitution = not fixed charge. Expenses of liquidator * It is a basic principle in insolvency proceedings that expenses of liquidation are not payable out of assets which are the subject of security. * Asset that is subject to security is not available to debtor thus cannot be used to pay.Buchler v Talbot [2004] AC 298 (HL) * Reversing earlier decisions, affirmed that liquidation expenses only paid out from assets that are not encumbered by any security (incl floating charge) * Thus, 2 diff funds: Floating Charge Assets| Unencumbered| (a) (Remaining Pref Creds if Unencumberd fund not enough) (b) Floating Chargees| (a) Liquidation expenses (b) Pref creditors| * Only when unencumbered fund is exhausted do Pref Creds get to touch floating charge assets * In England * Buchler was overruled by Parliament s 1282, UK CA 200 * Now Pref Creds are paid in priority to Floatin g Chgees * In Singapore It seems that the â€Å"2 funds† approach in Buchler is the law in our Companies Act * Reading s 328(5), on one level, seems like Pref Creds ; Floating Chgee * But read closely, this is only the case where Pref Creds cannot all be satisfied out of the â€Å"general creditors† assets * But read together w s 226 Pref Creds only to be paid out of â€Å"any assets coming to the hands of the receiver * By defn, floating charge assets are not in receiver’s hands Quasi-Security: Title-based Devices Reservation of title (‘Romalpa clauses’) * Eng + SG law = ROT is NOT security ADV: NO NEED COMPLY W REGISTRATION * How effective an ROT is depends on the commercial life of the goods. * Eg. widget – easily mixed as machine part = will lose identity = no point reserving title * Such was the case in Gebrueder Buehler AG became fixture * ROT clause can be created in two ways: * S Reserving right of disposal (s 19, SGA) * Making it a term of appropriation * ROT clause can be wider than mere purchase price; can cover all debts owed btw the parties. This is done using an â€Å"all moneys† clause (Armour) * Surplus market value goes to S Re Bond Worth Ltd [1980] Ch 228 S sought to reserve beneficial ownership only – failed – such a clause construed as full benef +leg ownership B + B to grant back benef ownership to S – failed for lack of registration as floating charge. Limitations of ROT – new goods *Aluminiuim Industrie Vassen BV v Romalpa Aluminium Ltd [1976] 1 WLR 676 | Facts| * S – sold aluminium B * The written agreement mandated that ownership of the aluminum would not pass to the buyer until the purchase price was fully satisfied * Problem: Clause could cover aluminium foil; but not the money proceeds on resale of the foil. Crucially, in this case, B had conceded it was a Blee. | HELD| As B was Blee (ie fiduciary), proceeds from aluminium could be traced| Evaluation | Gerard McMeel: hard to believe parties were in a fiduciary relationship when perhaps a more natural interpretation was that the parties were dealing at arms length in a commercial transaction| * In the absence of such a fiduciary r/s, the opposite result was reached in Borden where S failed to trace his resin into the manufactured chipboard.Court held there were various different materials and it was difficult to quantify value. * Hence, ROT clauses have their limitations. Drafters have sought to get around it by including: * â€Å"New goods† clauses = states ownership of new goods shall be and remain in the seller. * â€Å"Money proceeds† clauses = reserves title to the money proceeds from sale of gds New goods clauses * Default rule of Eng law = ownership of new thing is in creator of the new thing (ie. Buyer). Courts will strike this down bec it cannot ignore the rule that creator = owner; so the proper construction is that B is owner – but B gives a grant- back to S – but doing so makes it a charge – you need registration. Clough Mill Ltd v Martin [1985] 1 WLR 111 * Attempt to retain ownership in new goods – failed – construing clause as â€Å"retaining† title for S would mean that S is owner of goods even after contract is terminated – S will get windfall. * Must use charge analysis. Here, court was in principle willing to give effect to such clauses. However, Borden concluded that such clauses effectively don’t work. *Borden (UK) Ltd v Scottish Forest Timber Products Ltd [1981] Ch 25 * ROT clause retaining title from passing into new goods failed * Buckley LJ: * â€Å"It was impossible for the plaintiffs to reserve any property in the manufactured chipboard, because they never had any property in it; the property in that product originates in the defendants when the chipboard is manufactured.Any interest which the plaintiffs might have had in the chipboard must have arisen either by transfer of ownership or by some constructive trust or equitable charge, and, as I say, I find it impossible to spell out of this condtion anything of that nature. † * (Note: since there was no wrongful disposition here, there cannot be a CT). * In such cases, it would also not aid S to try and retain â€Å"beneficial ownership† only: Re Bond Worth Ltd [1980] Ch 228 * S sought to reserve beneficial ownership only – failed – such a clause onstrued as: full benef +leg ownership B + B to grant back benef ownership to S – failed for lack of registration as floating charge. Money proceeds clauses * Courts generally construe any such right of S to the proceeds as creating a charge, which is void for failure of registration *E Pfeiffer Weinkellerei Weinenkauf GmbH v Arbuthnot Factors Ltd [1988] 1 WLR 150 * Such clauses are inconsistent with a trust relationship * S only gets moneys up to amount owed by B but if S = beneficiary, ALL proceeds should vest in him. * Language of such clauses talk of assignment from B to S not consistent with trust. Only case such clause succeeded = HCA case of Associated Alloys Associated Alloys Pty Ltd v CAN 001 452 106 Pty Ltd [2000] HCA 25 * Clause interpreted as creating a trust with BOTH B and S as beneficiary * MB: However, to say it is a part-trust gives rise to its own set of problems like whether B must keep funds separate from his own etc. * (Moreover, once the Commonwealth of Australia‘s Personal Property Security Act comes into force, Associated Alloys is likely to be of only historical (rather than precedential) value in Australia) Hire purchase For many years, finance companies (FC) had best of all worlds bec H-P agmts were not: (i) Sale * Finance companies will always say they don’t make goods because they want to be responsible for the quality and fitness of the goods. * Helby v Matthews [1893] AC 471: Not sale under SGA bec B is not legally bound to exercise the option, then the buyer is not someone who has bought or agreed to buy the goods. exe * However, some owners will draft a HP that maximises instalments. Hirer is obliged to pay all instalments + deemed to have exercised option = this is a conditional sale, not HP (Forthright Finance) * Note: this case also touches on buyer in possession. * Such conditional sales do not need to be registered under BOS Act bec hirer is not granting FC power to seize but FC is â€Å"reserving† that power (McEntire) (ii) Loan * FC did not want to be caught under Moneylenders Act (iii) Security arrangement * FC does not want to have to register * FC’s damages in conversion (Whiteley; Belsize): Situation: FC —– hires out to H — sells it without permission 3P * FC sues 3P in conversion * FC’s measure of damages is NOT value of asset; but the value minus any paid up instalments FC has enjoyed. * Shows that courts want economic reality to trump proprietary orthodoxy so that FC don ’t get windfall. Discounting receivables * Debts are sold off at a discount * Contains clauses for recourse and surplus but courts resist temptation to characterise as security. registration of chargesRegistrable charges * Actually company has to register all charges, as well as other stuff (see my lecture notes). * However, our real concern is with the s 131 registration bec it is the only one with â€Å"civil sanction† * Civil sanction = if a charge is not registered it is â€Å"void† against the liquidator and any creditor of the company. * (Mb: CA says â€Å"void† but it really means voidable) * Strange thing about our laws * Company has duty to register; but secured creditor suffers the harm from failure to register. Sg and Eng law = registration serves as negative priority * Priority is from the agreement that creates the security * But if you don’t comply w CA and register in 30 days (see the list of information required listed out on the CA ), you stand to lose what the instrument gave you. S 131 registration * Under s 131, there are THREE types of charges that must be registered: * s 131(3d): a charge which if executed by an individual, would require registration as a bill of sale * s 131 (3f): charge on book debts of company s 131 (3g): floating charge on undertaking or property of company * s 131(3f): Charge on book debts * What is book debt? * If something is entered into well kept books, then that is a book debt. * A charge over a speculative contingency =/= book debt * Paul ; Frank: L has charge over an insurance policy (policy pays B if B’s overseas purchaser fails to pay) = not a book debt * But a charge over present and future book debts qualifies. * There will be outstanding contracts – don’t know if book debts will fall in future = but it still qualifies. Independent Automatic Sales Ltd) * So far as you are looking into the future, there is a certain degree of contingency. * But the cont ingency in Paul is speculative in a sense. * In contrast, courts treat present and future book debts as a present and continuing stream of funds. * Even if Co fails to register charge, the Chgor – Chgee contract is still valid (s 131(2)). Chgor has to pay out to the unregistered Chgee. * Who can challenge a failure to register? * Unsecured creditor * Has no standing prior to liquidation Only comes into play when liquidator is appointed upon liquidation * Floating Chgee * Cannot selectively intervene without crystallizing the charge (Evans) * Secured creditor * Only person who can intervene. * Fixed charge ranks before then it can assert priority but if it comes after it can chllange to rank ahead of the unregistered fixed charge When is a charge created? * For purposes of the 30 day rule, it is crucial to know at what point is a charge considered created! * An agreement to grant a charge = a charge; But an agreement to grant a charge upon a contingency happening =/= charge * (Re Gregory Love: Co agreed to grant charge if a guarantee in its favour was called in. Held: no present charge – caught by late charge rule). * A clause that says L is â€Å"entitled to charge† =/= present charge (Asiatic Enterprises (Pte) Ltd v UOB [1999] SGCA 85) Effect of registration and non-registration No constructive knowledge * There is no room to import any notion of actual or constructive knowledge to deny a registered Chgee’s priority.Re Monolithic Co [1915] 1 Ch 643 * Dirs who refused to register earlier charge – Dirs later became Chgee for subsequent charge, which they duly registered – ie. Dirs were knowingly favouring their own charge. * HELD: Dirs’ subsequent registered charge prevailed despite their knowledge. * There is no rule that exploiting your legal advantage was not allowed. * Promote integrity of the register don’t wish to â€Å"go behind† it and import constructive knowledge etc. * MB: Parliament shou ld change statute? Hard case to see justice in it. Conclusive evidence * S. 34(3) and (4) CA: Certificate of registration is conclusive evidence of what is covered by charge. There is no room to â€Å"get behind† it. * Cases where there was a mistake/ negligence, but certificate cannot be impugned: * National Provincial Bank v Charnley [1924] 1 KB 431 * Re CL Nye Ltd [1971] Ch 442 Late Registration * S. 137: court has discretion to grant permission to register out of time and will do under certain conditions * Grounds: * Failure to register are accidental or due to inadvertence * Quite wide reasons in statute Basically reasons that non-reg was not to prejudice other creditors * In granting late reg, courts will protect creditors who come in between * Caveat that those who take charge after 30 days but before date of late registration = have priority over late Chgee * Similarly, to protect unsecured creditors, court will not grant late reg if insolvency is looming * But we nev er know when a Co is close to winding up. Hence, parties seeking late registration will sign consent order agreeing to disregard the registration certificate if there is winding up within a stipulated time (Re Ashpurton Estates) Priority RulesRules in general (Note: these are rules, not the order of priority! ) Rule 1: Where the equities are equal, the first in time prevails| (a) Btw a prior fixed charge and a subsequent floating charge = Fx charge prevails * In that sense, the equities are not equal (b) Knowledge/ notice does not reverse a Fx Chgee’s priority (English ; Scottish Mercantile [1892] ) Rule 2: A legal interest acquired for value and without notice overrides prior equitable interest. | Joseph v Lyons (1884) Competition btw (1) Holder of registered Bill of Sale [eq interest] vs (2) Pawnbroker [legal security interest] * HELD: (2) trumps bec it is legal interest + no notice * Entry of BoS into register does not equate to notice. Rule 3: Mtgee may tack further advan ces and rank in priority to subsequent mtgees| Rule 4: Priority rules may be varied by agreement. | Cheah v Equiticorp Finance Group Ltd [1992] 1 AC 472 * Subordination between two secured creditors. The point made by the case is that the 2 secured creditors can change their priority and the debtor has no standing in the matter.Constructive notice * Notice is relevant, at least in the case of Rule2 * Question is: can entry into company’s charge register equate to constructive notice? Wilson v Kelland [1910] 2 Ch 306 * Earlier chgee vs Later purchaser * In dicta: registration of a charge amounts to constructive notice of the existence of a charge. * What he does not say is how far such constructive notice goes. * The better view would be that registration is constructive notice against those who ought to examine the register. * Hence, purchasers or factors would not reasonably be expected to check. Macmillan Inc v Bishopsgate Investment Trust plc (No 3) [1995] 1 WLR 978, 999-1 005 * Lord Millet questions whether Eng law should be so resistant to having constructive notice in commercial transactions: * â€Å"The doctrine of constructive notice has developed in relation to land, where there is a recognised procedure for investigating the title of the transferor. There is no room for the doctrine of notice in the strict conveyancing sense in a situation in which it is not the custom and practice to investigate the transferor's title. But in the wider sense it is not so limited. * He then cites Lord B-W in Barclays Bank v O’Brien: â€Å"The doctrine of notice lies at the heart of equity. † * He acknowledges that in many states in US, there is a doctrine of notice for share transactions * â€Å"I know of no reason why this should not be the case in England; on the contrary, I do not see how it would be possible to develop a logical and coherent system of restitution unless it were. * It is true that many distinguished judges in the past have wa rned against the extension of the equitable doctrine of constructive notice to commercial transactions (see Manchester Trust v.Furness [1895] 2 Q. B. 539, 545-546 , per Lindley L. J. ), but they were obviously referring to the doctrine in its strict conveyancing sense with its many refinements and its insistence on a proper investigation of title in every case. * The relevance of constructive notice in its wider meaning cannot depend on whether the transaction is â€Å"commercial:† the provision of secured overdraft facilities to a corporate customer is equally â€Å"commercial† whether the security consists of the managing director's house or his private investments.The difference is that in one case there is, and in the other there is not, a recognised procedure for investigating the mortgagor's title which the creditor ignores at his peril. † Purchase money (security) interests * Problem mainly in US * ROT is considered a security interest * Financier 1 (F1) h as charge over all present and future assets * F1 will get (1) windfall; (2) situational monopoly if borrower (B) goes to F2 for advance for equipment * F1 doesn’t do short-term financing * US solution = reversal of ordinary rules of priority; F2 gets priority * Eng + SG Not usually a problem bec ROT here is not security * Limited case in land where F2 sells land to B but is granted mtgage * No scintilla temprois * B only gets transferred an equity of redemption. * Abbey National Building Society v Cann [1991] AC 56: not impt Tacking future advances * The American system: * In Art 9 you can file a security interest even before you advance the value to the debtor. The whole system of filing is simplified and computerised * Also, you can file your security interest now and not only for an advance you contemplate making in the future but a whole string of advances. Later mtgee can see its on the register and its up to him to make subordination arrangements. * SG + Eng law on tac king * Tacking situation: * M1 $100K * M2 $50K * M1 $75K * Can M1’s later $75K â€Å"tack† to M1’s initial $100K so that M1’s total of $175K stands in priority to M2’s $50K? * Parties free to enter into subordination agmt. * But other than that, Eng law only recognised three grounds: (i) When making later advance, M1 has no notice of the later mortgage. * Hopkinson v Rolt (1861) * Applies even if M1 was under legal oblg to make 2nd advance * Reasons: Prevent M1 having monopoly ii) M1’s later advance is made pursuant to a contractual commitment incurred before the creation of the 2nd mortgage West v Williams [1899] * ECA held that this ground is no more. * Not sure if SG follows this case. * This exception has been reinstated in the case of land: * S 94, Eng LPA * S 80, SG LTA * Clearly the LTA is only for land. So if SG accepts West, then this ground is no more. * If so, the scope of tacking will be really slim. * (iii) Tabula in naufragio ( ‘plank in the shipwreck’) * M1, M2, M3; M3 (provided he has no notice of M2) can buy M1’s legal interest M3 now ranks in priority to M2 * M3 has to get Mtgor to sign blank share transfer forms – M3 sends forms to Co transferring from M1 to M3 = M3 is now in priority to M2. * (Logic akin to Dearle v Hall for assignments) * Macmillan: Tabula doctrine doesn’t apply anymore in land; applies for shares Circularity * See foolscap Remedies General * What remedies does a holder of security (mtgage/ charge in particular) have? * Entirely up to parties to contract * But typically, mtgage will see more remedies than charge: * Charge cannot foreclose * Also, cannot sell. Distinction not very great bec in drafting practice, the distinction btw charge and mtgage has been eliminated. What remedies does Chgee have? (i) Court-appointed Receivers * Limited powers; only collect and distribution powers * Officer of the court (ii) Receiver and Manager (R&M) * Created pu rely in the charge agmt; no need to go to court * How it works: Through power of attorney + Chgee having interest in assets Chgee has irrevocable power to appoint R&M in B’s name. * So theoretically, B has appointed R&M as agent for himself (iii) Judicial management (in UK, called â€Å"administration†) * Cf. eceivership, it is a broad-based management * Use of this has fallen in decline How much notice must creditor give? * Question of fact; as much notice as needed for B to get money from a convenient place (Bank of Baroda) * No need to allow B to have time to seek alternate financing. Duty of care in choosing receiver Gaskell v Gosling [1896] (Rigby LJ) * Creds do not like to take direct possession bec to avoid fiduciary duties. * Cred is NOT a trustee when it comes to choosing and appointing a receiver, it can favour its own commercial interest when deciding on when and who to appoint. Also, receiver can be totally selfish; no oblg to act in preference of interest of the company!! * But the cred and receiver owe certain equitable duty of care * Not same as com-law DOC * It is