Corporate tax Essay Example | Topics and Well Written Essays - 1250 words

Corporate tax - Essay Example A corporation is structured in a way that its shareholders and stockholders are not held liable for any debts that the corporation may accrue. This fact protects a corporation’s shareholders from legal action or liability because of the identity of a corporation as a legal entity, for example, if a company defaults or slips into bankruptcy, the debtors will go after the company’s assets in order to recover their debt. If the company’s assets are not enough to cover the debt, legally the debtors cannot go after the directors, officers, or shareholders personal assets in order to recover their debts. This is the primary advantage of a corporation. There are many types of corporations, but in terms of taxation, there are two types of corporations. The two types refer to the special types of tax categories or elections recognized by the internal revenue authority. The two types of corporations are C and S corporations, and they have different advantages and disadvantages, and formulation processes. The formulation process of both types of corporations is similar, and it starts with filing at the state level before proceeding to the IRS. The structures between the two types of corporations are similar, and the two share a number of characteristics such as allowing shareholders, directors, and officers to separate their personal assets from corporation assets. The major difference between the two types of corporations is the taxing system attached to each. The taxation regime applied on S corporations sets many restrictions to the shareholders compared to shareholders of C corporations (Block 56). This election of corporations includes all the publicly traded or listed companies. It is the most common structure of a company found in the United States. This corporation is recognized as a separate legal entity, and shareholders’ own it. A C Corporation does not have a maximum number of shareholders because of its independent

Why Is Effective Communication Important?

Why Is Effective Communication Important? Introduction: Effective workplace communication skills are among the skills we assume every worker picked up along the way. The problem is that not all the communication skills and habits we picked up at home, in school or social circles are appropriate in the workplace. Some people would be fired immediately if they communicated in the workplace the way they do at home or among friends. Understanding how to speak, write and manage your nonverbal messages is critical to your success at work. As you will discover from a few surveys we will review, CEOs of Fortune 500 companies, Human Resource Managers, and other business leaders rate communication skills highest among the skills needed to advance in the workplace. Written by Peter Adebi, organization development expert, leadership coach, and human resource consultant, this seminar, Achieving Optimal Workplace Success through Effective Communication, is designed to help you acquire the skills you need to be an effective communicator. What is Communication? Communication is simply the sending of a message to another person. The person sending the message first needs to formulate the message in his head. This involves determining the meaning that the sender intends to convey to the other person. To formulate the meaning of the message, the sender usually draws upon his background attitudes, perceptions, emotions, opinions, education, and experience.   The message is then sent to the listener through both verbal talking and non-verbal gestures. The person receiving this message then interprets its meaning. To do this, the listener uses his background, attitudes, perceptions, emotions, opinions, education, and experience.   Effective communication exists between two persons when the person receiving the message interprets it in the same way as the sender intended it. Sounds really simple doesnt it? Well, it can be. Communication is essential for achieving managerial and organizational effectiveness. Without communication, employees will not be able to aware of what their co-workers are doing, will not have any idea about what their goal are, and will not be able to assess their performance. In absence of channels of communication, supervisors will not be able to give instruction to their subordinates and management will not receive the information it requires to develop plans and take decision. Good communication always helps employees become more involve in their work and helps them to develop a better understanding of their jobs. Clear, precise and timely communication of information also prevents the occurrence of organizational problems. Effective communication is essential for achieving organizational goals, but ensuring such communication has been a major problem for most organization. Although the word communication is often used, there has been no consensus among communication experts regarding the definition of communication. In general, communication may be defined as the process by which the information is exchanged between individuals. There are many components to communication. Consider verbal communication skills, listening skills, written memorandums/email, telephone skills and non-verbal communication. Also, reflect upon all the people we communicate to: subordinates, peers, supervisors, customers, and groups of people. In addition, ponder some of the reasons, why we communicate: to get and give information, to discipline subordinates, to make assignments, and so on.   Why is Effective Communication Important? We already know that communication is a big part of our daily existence. Even when we dont want to communicate, the very actions we take not to communicate such as being quiet in meetings, avoiding people, declining to respond to emails or give feedback, communicate something about us. In a survey of 480 companies and organizations conducted by the National Association of Colleges and Employers and published in the Wall Street Journal, effective communication ability ranked first among the desirable personal qualities of future employees. reference: December 29, 1998. Wall Street Journal, Work Week, p. A1. In a national survey of 1000 human resource managers, oral communication skills are identified as valuable for both obtaining employment and successful job performance. reference: Winsor, et al., 1997    In yet another survey, executives in Fortune 500 companies indicate that college students need better communication skills, as well as the ability to work in teams and with people from diverse backgrounds (Association Trends, 1997). The point of these examples is that honing your communication skills should be a priority for you as you seek to advance in the workplace. Research Although many articles and books have dealt with interpersonal and organizational communication, most of them are not based on systematic research findings. However, the Real Managers Study (conducted by Fed Luthan, Richard M. Hodgetts and Stuart A.Rosenkrantz) is based on original research in communication. The researches observe managers at work in various organizational setting and also studies the self reports submitted by them to understand the process of communication in organization. They developed the managerial communication model to explain the different style of communication used by the managers and to provide a framework for understanding how managers communicate in organization. Henri Fayols Contribution to Communication In formal organizations, the design of communication channels is based on the assumption that all the divisions and departments are self contained and do not facilitate communication among employees at the same level. This poses the serious problem when circumstances demand such communication. If an individual wants to convey some message to an individual from another department, the message has to be passed up to the highest managerial level and then down to the individual. The reply from that individual is also received in a similar way, leading to huge delays. Chester Barnards Contribution Chester Barnard felt that communication played an important role in shaping organizations. According to him, Communication forms one of the three primary elements of an organization, the common goals and willingness to serve customers beings the other two elements. Communication links the number of the members of an organization with organizations goal and facilitates and enhances cooperative action among the individual and department of the organization. Communication whether written or oral, helps an organization attain its golas, but it can also give rise to problems. For instance, if a particular message is misinterpreted, an inappropriate decision may be taken. This decision may be taken. This decision may result in losses to the organization in long-run. Barnard related communication to the concept of authority. According to him, for authority to be delegated from a manager to sub ordinate, all communication originating from the manager must be clearly understood by the subordinate. He believed that a manager should try to understand the meaning of the message before communicating it to his subordinates. Barnards indentifies seven communication factors that helps establish and maintain objectives authority in an organization. The member of an organization should be aware of all the available channels of communication. Every member of organization must have access to specific formal channel of communication. Communication with an organization must follow the shortest and most direct path. All communication should involve the use of entire, formal line of communication. Competent persons should serve as communication centers. There should be no interruption in the time of communication during the functioning of an organization, and All communication should be authenticated. Who is Responsible for Communicating Effectively? Managers share the responsibility in communicating effectively with the individual employees themselves. The manager is 100% responsible for communicating effectively with their employees. This includes establishing an open and trusting climate for communication, as well as demonstrating good communication techniques to their employees. The employee is 100% responsible for taking advantage of the climate for communication to express what is important and relevant. For example, it is expected that a manager will ask are there any questions? after giving an employee an assignment, but it is also expected that an employee will say, I have a question, if one should occur to the employee, without waiting for the manager to ask.   The following communication is useful for organizational communication. Non verbal communication Downwards communication Upward communication Lateral communication Interactive communication Barriers to Effective Communication A number of obstacle may restrict the receivers understanding of a message. These interruption act as barriers to communication, which may totally prevent communication, or delete a aprt of the message, or convey the wrong meaning. Some of the barriers to effective communication are discuss below. Filtering: This refers to the manipulation of information by the sender so as to obtain a favorable opinion from the receiver about the project in which there is significant progress but does not inform him of the project that are lagging behind. Selective perception: A person perceives information on the basis of his needs, values, experience and background. His personal interest and expectation influence the way he decodes information. For instances, if an interviewer believes that women give more priority to their family than their professional career, he is likely to perceive this Characteristics in all female applicants, regardless of whether the applicants feel that way or not. Defensiveness: People intentionally attempt to block communication when they feel that other person is threatening their self image and prestige. They react in a defensive manner by the making sarcastic comments, by the passing judgment on the others, ot by questioning the motives of the other party. This type of defensive behavior impedes effective communication. Language: As per our first assignment, an organization has different kind of people from different cultures. In such cases language is one of the important factor for communication towards different cultural people. Because each employee may have a different meaning or pronunciation for the same word. The business units of a company operating in different geographical territories may also use terms and phrases in a unique way. Hence, the sender has to modify the style of communication depending on the people he is addressing (workers, clients or business partners).

The Benefits of Magnet Schools Essay -- essays papers

Advantages of magnet schools Why would students want to attend a magnet school? The reason may be because magnet schools offer a variety of specialized programs that students can choose from. Programs such as visual and performing arts, mathematics, sciences, and many others are available for students to choose from. Similar to having a major in college, students at magnet schools have their own specialized area that they can take classes in, in addition to basic academic classes. They are encouraged to be creative and to hone their skills in their area of interest. Another reason magnet schools may be so popular could be due, in part, to the different teaching styles that some of the schools have adopted. For example, University of Hartford Magnet School, a magnet elementary school in West Hartford, Connecticut, has begun teaching through a style developed by psychologist Howard Gardner. Gardner’s theory on intelligence’s are emphasized in this school, so as to get students to â€Å"appreciate all their intelligences, learn their own strengths, and develop those strengths in conjunction with other intelligences† (Delisio, p9). As opposed to regular, neighborhood high schools, magnet schools allow students from different districts to attend. Students may be bused in from over 30 miles away to attend a magnet school, while â€Å"some magnet schools have boarding facilities to allow students from out of state to attend† (Boland). In addition, magnet schools are an outlet for students from low-income, urban areas. â€Å"By the early 1980s, there were approximately 1,100 magnet schools in 140 urban school districts nationwide† (baeo.org, p2). Disadvantages of magnet schools Yet, there are some drawbacks to magnet schools. As prev... ... in an Elementary Magnet School: A Longitudinal Study. Journal of Computing in Teacher Education. Retrieved on April 19, 2004 from http://www.iste.org/jcte/PDFs/te18119wri.pdf This website summarizes a longitudinal study done on a technology magnet school. The information provided includes how the school was started, what the school obtained through government grants, and how the technology in the school was benefiting students and teachers. Steel, L. & Levine, R. (1994) Educational Innovation in Multiracial Contexts: The Growth of Magnet Schools in American Education. Palo Alto, California: American Institutes for Research. This book gives information on the benefits of magnet schools, the types of funding magnet schools receive, and information on the types of students enrolled in magnet schools. Studies on magnet schools are also provided in this book.

Iron Crowned Chapter 11

â€Å"Cute,† I said. Kiyo turned to me, giving me the same assessment I'd just given him. â€Å"You okay?† â€Å"A little venom and probably some bruising tomorrow.† He nodded, relieved, and then did a double take. â€Å"You're bleeding.† â€Å"Am I?† I asked, almost as surprised as he was. He hurried over to me. â€Å"Your shoulder.† â€Å"Oh, shit,† I said, craning my neck to look back. â€Å"That's the table injury.† â€Å"Take off your shirt. And don't even start with some ridiculous modesty spiel,† he added, seeing me start to protest. I knew he was right and gingerly lifted off the M;tley Cre shirt. He helped me part of the way, saving me from raising my arms too far. Examining the shirt, I saw blood soaked in it. â€Å"Bad?† I asked. â€Å"I'll know once I take the bandages off. Please tell me you have more and that we don't have to reuse these.† â€Å"I've got more. I told you I brought supplies.† Carefully, he peeled off the gash's cloth coverings and tossed them to the ground. In the firelight and dim glow of sunrise, I could see the fabric was completely red with blood. â€Å"You broke some stitches,† he said wearily. â€Å"I don't have the tools to fix it.† I'd once been kind of freaked out that he used his veterinarian skills to patch battle wounds, but now I kind of took it in stride. â€Å"Pain aside, is that going to matter?† I asked. â€Å"You'll bleed more, though I'll wrap it as much as I can. You'll risk a scar too if you don't get it stitched again. Once we finish this craziness up, I can do it for you back in Tucson if you don't want to explain it to your doctor.† â€Å"My regular one's kind of used to this,† I said. He snorted. â€Å"I imagine so.† I fetched my pack, and we both sat on the ground. The light was increasing, making it easier for him to work as he tidied up my back. The old bandages were tossed away, and I winced as he swabbed everything with antiseptic wipes. â€Å"I thought the danger didn't start until we were in the crown's cave,† I muttered. â€Å"As often happens, mistress, you've made an incorrect assumption,† said Volusian. â€Å"The legends say the path to the crown is perilous. We are on the path. Your testing has begun.† â€Å"Fantastic. Ow!† â€Å"I'm saving you from infection,† chastised Kiyo. That seemed to be the last of the sanitizing, thankfully, and from there he began layering gauze and tape. What he did was far from erotic, but it amazed me how gentle and steady his hands could be after seeing him savagely fight and rip things apart. I glanced over at Deanna, who had simply observed the fight. She'd said nothing, but I thought I caught a glimpse of relief on her face. My death would have put a serious hitch in our bargain. â€Å"How long until the entrance? When we lose you guys?† I asked. Annoying or not, Volusian would be missed – especially if these snakes were just the warm-up act. â€Å"A few hours,† said Deanna. I frowned, unsure if I should dread it or not. We'd lose our backup but be that much closer to finishing this anti-vacation. â€Å"I suppose it'd be too much to hope you've brought any painkillers?† asked Kiyo, still layering me up. I felt like I had a quilt on my back. â€Å"Vicodin probably isn't the best asset for impending battle.† â€Å"I was thinking more like aspirin.† â€Å"Nope.† But it did remind me I was due for another antibiotic dose. I'd arrogantly thought I didn't need them but now was glad for my mom's vigilance. Not that I wanted to admit any of this to Kiyo. The thing about dating a doctor was that he'd always been on me about taking better care of myself. I didn't want to hear any I-told-you-so's now. And unsurprisingly, there was more advice to come. He finished the last of the tape and helped me put on the clean shirt I'd packed. â€Å"Eugenie, wrapping this is a nuisance, but any gentry healer could have fixed this up in their sleep. Dorian's got great healers. Why didn't he have one of them take care of this? He should know better.† I shifted around so I faced him. â€Å"How on earth did this suddenly become Dorian's fault? Why is he responsible for everything evil? Of course he offered to get a healer. I refused because I figured other people needed it more.† I'd also totally forgotten to ask Shaya. Kiyo's expression relaxed and actually grew apologetic. He looked away. â€Å"Of course you did. I'm sorry.† â€Å"Sorry for accusing Dorian or for forgetting I'd be foolishly altruistic?† Kiyo turned back, a small smile on his lips. â€Å"What do you think? There's very little I feel apologetic for when it comes to Dorian, especially when I'm still convinced he wants to father Storm King's heir.† I smiled back. â€Å"I'm sure he does too. But it's a moot point. I've still got birth control pills. I still don't want any kids. My life's stressful enough.† Belatedly, I recalled his adoration of Luisa. â€Å"No offense.† â€Å"None taken,† he said, still smiling. â€Å"Really †¦ I should be better about trusting you. I just keep thinking †¦Ã¢â‚¬  The smile dimmed a little. â€Å"Thinking what?† â€Å"I don't know. That one day this will all get to you. And I don't mean about Storm King. I mean just †¦ everything. You'll totally give yourself over to this world. I'll lose the Eugenie I know.† I grabbed his hand without thinking and squeezed it. â€Å"Hey, stop that. You said it yourself: trust me. I'm the same Eugenie. Still split between identities †¦ but nothing can change that.† â€Å"I know.† He continued holding my hand. The touch of his fingers, which had been so objectively medical minutes ago, now took on another feel †¦ something warmer. Something that made my body feel strange, as those dark eyes stayed fixed on me. I found myself falling into them like I used to, into those sexy, smoky depths†¦. I abruptly stood up, breaking that dangerous touch. â€Å"Well,† I said awkwardly, â€Å"seeing as it's already light out and we're up, we might as well get going. Breakfast in the saddle?† Kiyo rose too, looking troubled. â€Å"Sure. The sooner we're moving, the sooner we're past any snake threats.† As we packed up and got back on the horses, I wondered if we were riding toward something much worse than snakes. Don't get me wrong: they'd been bad. But I fought supernatural creatures all the time. There'd been so much hype about the crown. Was it simply going to involve a monster buffet? I kept those thoughts to myself as we traveled, having plenty of other things to preoccupy me. My meager breakfast. Kiyo's presence. The pain in my back. The meaning behind the scattered holes in the terrain. On the road went, just as it would through any part of the Otherworld. I wondered how far it went. To infinity? Or would a traveler simply fall off the edge, like on those maps made back when people believed the world was flat? â€Å"This is it.† Deanna's voice, though soft, seemed harsh in the emptiness around us. We came to a halt, and I glanced around, searching for what she'd found. At last, I spotted a small, dark opening tucked in one of the iron mountains. â€Å"That's it? It seems so †¦ small.† â€Å"Out here it does,† said Kiyo. â€Å"We don't know what's inside †¦ except that it's going to completely enclose us in iron. Remember – that'd kill most gentry. It's a test you're lucky enough to skip. Hopefully.† â€Å"True,† I murmured. I still felt no ostensible effects from this land, but what would happen inside the mountain? â€Å"I can't go inside,† said Deanna. â€Å"I'll just wait here for you to come out.† â€Å"I too shall wait,† said Volusian, â€Å"in the hopes that you meet your death and that it is your spirit that emerges, so that I may torment it for all eternity.† I pushed away the desire to order him away. Even if he couldn't follow us, I'd feel better having him right here for defense when we came out. And we would come out, I decided fiercely. There was no if here. I left my bag and gun outside, seeing as I had no ammunition left. Fucking snakes. Surveying the rest of my arsenal, I left the iron athame in my belt, putting the silver athame in my right hand and the wand in my left. I glanced at Kiyo. â€Å"Ready?† He nodded. â€Å"I'll go first.† It was a very manly thing to do. I let him lead and faintly heard Deanna wishing us luck. The cave we entered was pitch black and cramped. I could just barely get through without ducking and knew Kiyo had to walk slightly hunched. We followed the twists and turns, scraping against the close, rough walls. We spoke occasionally to check location, and I'd sometimes touch his back as well. The deeper we went, the more I could feel the iron around us. Again, I had no indications of weakness †¦ just an awareness. â€Å"Light,† said Kiyo suddenly. I blinked. He was right. I saw no light source, but something farther ahead was casting light down the tunnel. It started as only faint illumination, just giving me a glimpse of his silhouette. Soon, the light increased †¦ as did the heat. A roaring sound came to my ears. â€Å"I have a bad feeling about this,† I said. We rounded a corner, and my jaw nearly dropped. The path ahead was blocked by fire. To be precise, it was blocked by sheets of very neatly contained fire, giving the impression of giant blades – particularly since they swung from the ceiling. Magically flattened into sheets or not, the flames burned intensely, and the heat radiating through the corridor left no doubt that these bastards would incinerate us. â€Å"I think I saw this in a video game,† I muttered. Kiyo's gaze was fixed unwaveringly on the fire blades. There were five of them. His face was blank, but the concentration in his eyes told me what he was doing. He was timing them, studying their patterns. â€Å"They're staggered in a way that would let us get through,† he said. â€Å"We just have to watch the timing.† â€Å"You can get through. I don't know about me.† I wasn't being defeatist; I was just stating the truth. Kiyo possessed reflexes I didn't have. I could sit here for hours and probably not learn their patterns like he could. He frowned. â€Å"Maybe I can just hold your hand. Or put you on my back.† â€Å"What? No. That's ridiculous. It'd affect your speed – throw you off.† I studied the flames, hypnotized by the swinging patterns. There were spaces between each sheet. â€Å"Maybe I can wing it, take them one at a time.† â€Å"Now that's a ridiculous idea.† Frustration lined his brow. â€Å"And to think, I would have given anything for heat last night. We should have camped in here†¦.† My joke trailed off as an idea came to me. â€Å"I'll just walk through.† The look he gave me required no words to convey his opinion. â€Å"Seriously,† I said. I put my weapons away and drew on the magic within me. The iron wasn't affecting me. I toyed with the elements of air and water, testing and weaving them like a scarf. Kiyo could feel the shift in temperature near us. â€Å"What are you thinking?† â€Å"I can protect myself,† I said. â€Å"The cave's damp enough – aside from here – for me to draw water. I'll make a shield for me and use air to blow out against the fire.† â€Å"The air could feed the flames.† â€Å"Not if I do it right.† Our eyes met. He didn't like this idea, not at all. â€Å"This'll work,† I told him. â€Å"I know for a fact it will.† â€Å"For a fact, huh? I still think I should carry you.† â€Å"And I still think that's idiotic. You've gotta trust me, Kiyo. I can do this. I can feel it.† He didn't answer immediately, but I knew I had him. â€Å"If I watch you get burned alive, I'm not going to be happy.† â€Å"Volusian'll be happy,† I said. â€Å"At least someone comes out on top.† â€Å"Eugenie!† â€Å"Sorry.† I gave Kiyo what I hoped was a reassuring smile. â€Å"This'll work. You go first.† He hesitated a few moments more and then transformed into a fox. For fighting, he often chose a powerful, larger than life one. Now, he was small and quick like any ordinary red fox. He turned toward the flames, the human part – and probably animal too – again gauging timing. Then – he sprang forward. I'd piled assurances on him, but it was my own breath that caught while watching him. He ran without stopping, stride smooth and consistent as he flawlessly ran through empty space caused by the flames' swinging to the opposite side of the cave. In seconds, he reached the end, on the other side of the fifth sheet. I exhaled. He transformed back to Kiyo and peered at me through the sporadic gaps, worry all over him. I gave him another confident smile, hoping my earlier argument would hold true. I stared at the flames, not to time them but simply to muster my own courage. Magic welled up within me as I pulled moisture around my body, creating a spinning, almost cyclone-like cocoon – that instantly soaked me. That was the least of my worries. Then, I called on the air, drawing it to me and forcing it to blast away from my body. As I stepped forward, my mind suddenly ran through a hundred other scenarios. Maybe I could have just sucked out the oxygen here and killed the fire. Of course, that'd likely render me unconscious. And would ordinary physics even work against magic fire? That question came to me too late, along with the realization that magic fire might similarly be immune to air and water. Woosh! I lacked Kiyo's timing. The first fiery sheet flew at me – and went around me. My fan-effect blew it away and the scalding heat that would have still reached me was mitigated by the water. I picked up my pace, walking through the second one in a similar way. Lucky timing made me miss the third altogether. The fourth nailed me – or would have – and then I just barely sidestepped the fifth. I reached Kiyo's side and dropped the magic. â€Å"Three out of five ain't bad,† I said cheerfully. To my surprise he hugged me, in spite of my dripping clothes and hair. â€Å"Jesus Christ that was scary, Eug. When I saw you walk through that first wall †¦Ã¢â‚¬  â€Å"†¦ you thought it was pretty cool?† He pulled back and shook his head, watching as I wrung water from my shirt. â€Å"You sure are making an awful lot of jokes about some pretty serious stuff.† â€Å"Hey, you're the one who made the Dune reference.† I sighed and let my hands fall to my sides. â€Å"Besides, if I wasn't making jokes, I'd probably come to my senses and be running straight back to the Thorn Land.† I drew air to me, taking along some of the heat, to sort of blow-dry me off. I stopped when I was semi-dry, not wanting to use up the magic. â€Å"I understand,† he said. He gently touched my arm, smiled weakly, and then tilted his head toward the darkness ahead. â€Å"Ready for more?† I nodded, following him once again. We walked farther and farther from the flames, losing the light as we did. A strange flashback came to me, a trip to the Underworld where I'd walked through similar caves and faced tests to bring back Kiyo's soul. How could I have nearly forgotten about that? I'd loved him so much, I'd faced Death herself. How did love like that change? More tunnel crawling followed, and I wondered if perhaps this was a test for claustrophobic gentry. Gradually, though, the tunnel began to expand and expand until it suddenly dead-ended into a large cavernous room. Much like the tunnel, everything here was simply rough rock with occasional glimpses of iron. A few torches lit the chamber, revealing its centerpiece: an elegant marble pedestal with an iron crown sitting on it. â€Å"Seriously?† I said. Kiyo and I hovered near the room's opening, wary of entering. Yet, as I stared at the crown, it wasn't any potential trap that sent a chill down my spine. Another test in my trip to the Underworld replayed in my mind: I'd been forced to wear my father's crown, despite my protests. That crown had been platinum, but it and the one before me both had a similar silvery sheen. Both were adorned with purple jewels. Both had a harsh, martial feel to them. The one in the vision had been a little more delicate, though, with a bit more artistic flair. Designer planning had also clearly gone into this one, with its circle of jeweled spikes alternating in size, but my feel was that it was meant to be impressive, not pretty. â€Å"It's an illusion,† I said to Kiyo. â€Å"We can't have reached it already. We've hardly done anything.† He didn't take his eyes off the crown as he spoke. â€Å"Snakes and walking through fire are nothing?† â€Å"Well, no. But I expected more, considering all the hype.† â€Å"The iron,† Kiyo reminded me. â€Å"You used magic to get through the fire. Most gentry would too – but imagine what it would be like for them in all this iron. If they even got this far. You're †¦ not cheating, exactly, but you're bypassing a lot of the challenges here.† â€Å"If it's meant to be for gentry, then maybe the crown is too. Maybe I'm too human and won't be able to claim it.† Man, that would suck. â€Å"One way to find out.† I stared at the crown, noticing how little light reflected off it. Was this it? Did I really just go up and claim it? Time to find out. I took a few steps forward †¦ and the room abruptly became cold. A dark feeling, a feeling of power and pure evil filled the small space. What does evil feel like? You just know. I hastily returned to Kiyo's side, but it was too late. A male figure materialized before us, clad in beautiful purple velvet robes, embroidered and tailored in a way Dorian might have envied. This guy's hair was nearly as beautiful, a pale white blond that shone in the torchlight and grazed his shoulders. Yes, definitely an impressively attired figure. The only thing that really detracted from it all was that he was a skeleton. â€Å"Oh, fuck,† I said. â€Å"What is it?† asked Kiyo, moving close to me. â€Å"A lich. Like a †¦ I don't know. An undead necromancer or magic user.† My mind was frantically spinning. Liches used magic before their deaths to purposely keep themselves from the Underworld. It made them very hard to banish, according to Roland. I'd only ever heard of them in stories. â€Å"Like a zombie?† â€Å"No. Smarter. And they can also do – duck!† Kiyo, always a hair faster than me, had already dropped down and taken me with him as the lich hurled a ball of blue fire at us. It hit the wall above us, dispersing and blasting us with heat but otherwise doing no harm. More of that fire was already forming in its skeletal hand, and I knew it would aim low. Kiyo transformed to his largest fox form and leapt at the lich, attacking the best way he knew how. His jaws started to close around the lich's robe-encased leg, but a small gesture from the lich sent Kiyo flying. He hit a wall, shook it off, and growled, pacing and planning what to do next in light of this new development. During their split-second encounter, I had just enough time to send my senses out through the wand. I touched the Underworld and attempted to form a connection. The butterfly on my arm burned like the snake's venom, but I couldn't open the way. It was like beating on a heavy locked door. More effort might have helped me break through, but I had no chance to try before another fireball came toward me. I dodged and rolled away. Seeing the lich deflect Kiyo again made me think an athame attack wasn't going to be much help either. The lich seemed to recognize my problems and laughed, a low, guttural sound that echoed unnaturally in the chamber. â€Å"You will not wear the Iron Crown. You do not possess the power to wear the Iron Crown.† I was ready to evade another fireball, but a flick of the lich's hand threw me back against the wall. I didn't even have time to process the agony that caused to my wounds because the unseen force that pinned me there hurt too much. It was like a million invisible needles were piercing my skin, going straight through me, and lodging in the stone to hold me in place. I screamed at the pain, and Kiyo instantly raced toward the lich again. The larger the fox form, the more animal he was, and I had a feeling this was just a gut reaction at seeing me attacked. The lich threw him off again with that invisible force – only harder this time. Kiyo slammed against the wall, slumping down to the cave's floor. Weakly, he tried to stand up on all four legs but was too disoriented and injured. The lich turned back to me, and I saw death in his eyes. Had I really joked about this being easy? The only one this had been easy for was the lich. He'd taken us out with just a few spells, and now I would die. This was why those who wore the Iron Crown were feared. If you could survive this, you could survive anything. â€Å"You will not wear the Iron Crown,† he repeated, lifting his hands for the final spell. â€Å"You are not worthy.† I summoned my magic, despite the pain. A gale force wind blasted into him, making him stagger back. So. He wasn't totally impervious to physical force. Calling the magic was difficult, but when Dorian had first trained me, we'd practiced casting spells in a number of uncomfortable positions. I increased the force of the wind, pushing the lich back a couple more steps. The Iron Crown didn't budge, but the wind had pinned Kiyo up against the wall, almost making him go flat. I nearly hesitated, fearing I'd hurt him. He was still alive from the last hit. Surely he could handle this. And that added force was a good call. It distracted the lich so that when I mentally pushed back against his spell, he couldn't hold it. The invisible pins vanished, and I slid to the floor, landing shakily but upright. I still hurt and already felt worn out but held strong to my magic. It kept the lich away, but it also didn't knock him into the walls the way he could us. His skull-face wore a perpetual grin, making this all that much more annoying. â€Å"You don't have the power,† he said, seeing I couldn't do much more with the wind. â€Å"You are not worthy of the crown.† White light began glowing between his hands. No fireballs this time. It was lightning. It flew from his hands with incredible speed – say, like, the speed of light – but I evaded it, with almost no thought. Lightning was in my skill set. My body was attuned to it, able to anticipate and avoid it even with its speed. Nonetheless, the lightning blasted away half of the cave wall and the thunder that accompanied the bolt nearly left me deaf. Rocks and debris from the shattered stone were swept up in my windstorm, flying around the room like shrapnel. A few of them hit me. One cut my arm. In spite of it all, I laughed, sounding slightly crazy even to myself. â€Å"You're going to fight me with lightning?† I yelled above the raging wind, which I had managed to kick up a notch after all. â€Å"Do you know who I am?† â€Å"I know you will never have the crown,† the lich replied, summoning more lightning. His words dug into me, and not just because my life was on the line here. It was the meaning behind them. You are not worthy. A dismissal of me. Of my power. He really didn't know who he was dealing with, though. He had no idea of the power I could wield, even in this iron dungeon. No one would say it directly, but I was beginning to suspect I was the most powerful magic user since my father. This bastard lich was about to find that out. He'd see my power. I'd destroy him and take his fucking crown. â€Å"You call that lightning?† I yelled, after dodging the next bolt. My magical senses touched the molecules in the room, the positive and negative charges. The scent of ozone was everywhere. â€Å"This is lightning.† I didn't need my hands. I could create lightning from the air. It blasted into the lich and should have disintegrated him. He stayed intact, unfortunately, but the way he wobbled and didn't instantly go for another bolt told me I'd made progress. The magic burned within me, filling every ounce of my being as I held onto the surrounding air. The wind still blew, the ions stayed readied. In the center of it all was the crown, the crown I was going to walk out of here with. I would stop this war and show Katrice and everyone else not to screw with me. But first, I needed to finish this. I considered continually blasting the lich with bolts, but another idea came to mind. It would bring all of this to an end quickly. Scientists have long debated the existence of ball lightning, but I knew it was real. I'd never really used it in a serious way but had experimented. Some of the principles of its formation were like those of â€Å"regular† lightning, but a few quirks were what made it unique – and so hard to study. I knew how to summon it. I knew what it could do in here. Whereas the magically created bolts the lich and I had wielded had been shaped and controlled, ball lightning was huge and radiating. It would fill this cave, incinerating the lich. I wouldn't be surprised if it melted the walls. And the crown? The crown would survive – as would I, being the magic's mistress. The power blasted out of me, lightning forming an orb in the cave that exploded outward, blinding even my eyes. The walls shook, heat washed over me, and a roaring filled my ears. I heard the lich scream, a horrible, raspy sound. I didn't let go of the spell until his cry faded to silence. The ball lightning disappeared instantly, almost startlingly so. My own control of such power surprised me a little. My ears rang in the silence. The crown stood unharmed, as expected. The pile of bones I'd expected was not there, however. Instead, a small, wizened man stood before me, dressed in the same purple robes. I reached out and readied my magic for this new threat. He didn't move, though. To my astonishment, he smiled and gave me a small bow. â€Å"Congratulations,† he said. He gestured to the crown. â€Å"You are worthy – if you can wear it, of course. And something tells me you can, if you've survived this much iron.† I glanced back and forth between him and the crown, unbelieving. â€Å"I did it†¦. I won through. Won the crown. I defeated the lich †¦ er, you †¦ or whatever.† â€Å"Certainly the lich was part of the test. It takes great magic to defeat one. But the test was about more than your power,† said the old man slyly. â€Å"It was about your determination. Your will. Your ruthlessness to get to the crown, no matter the cost.† He stepped aside, waving his hand over at the cave's side. I gasped. Kiyo – in human form – lay against the wall. His dark eyes were open, and I saw no obvious injuries. He was simply watching the interaction. I flew to his side, kneeling down. â€Å"Oh my God. Are you okay?† I asked, helping him sit up. His breathing was even, though he looked a little addled. â€Å"Please †¦ talk to me. Kiyo. Are you okay?† â€Å"Yeah, yeah †¦Ã¢â‚¬  He lightly touched his forehead and winced. â€Å"Hell of a headache.† I could scarcely breathe. I felt numb all over. â€Å"You shouldn't be alive,† I whispered. â€Å"You should have died.† That ball lightning had eradiated the room. That had been my plan, after all. Destroy everything except me and the crown – and everything would have included Kiyo. In the moment, I had forgotten. I had forgotten all about him. I'd been too fixated on the crown, on proving to the lich who the real badass around here was. Kiyo hadn't mattered in that moment, and it had nothing to do with our rocky relationship. I had the horrible, terrifying feeling that it wouldn't have mattered who was in the room. â€Å"Oh, God,† I said again, pulling his head against my chest. Tears stung my eyes. â€Å"Oh God oh God. I'm so sorry. I'm so, so sorry. I don't know what †¦ I don't know what I was thinking†¦.† A nasty voice spoke inside my head. Didn't you? â€Å"Hey, Eug, calm down,† said Kiyo, patting the back of my head. â€Å"I'm okay, don't worry. You did it. You defeated it.† He didn't get it. He didn't get what I'd done – or nearly done. Clearly, whatever crazy, powerful magic was involved here had protected him for the sake of the test. But if it hadn't †¦ â€Å"Seriously,† said Kiyo, still not understanding my distress. â€Å"I'm fine. Just got tossed around too much. Now go get the crown. He said it's yours.† I pulled away and looked into Kiyo's eyes, eyes full of fondness and pride. I didn't deserve that look, but we needed the crown, and we needed to get out of here. I rose unsteadily and walked over to the pedestal. The crown sat there ominously, and I glanced at the old man. He nodded encouragingly. If you can wear it. I supposed there was one more test, one I might fail. When my fingers touched the crown, I felt nothing, only cold metal. I lifted it gingerly, almost afraid of what I did. It was heavy – far heavier than my crown of state or fashionable ones. Yet, it fit my head perfectly, which was weird. When I'd first seen it, I'd been overwhelmed by its size. I'd been certain it would fall right off. The old man beamed and bowed again. â€Å"And now it is yours. Its powers are yours. You can make armies tremble. You can rip away lands and subdue them. The world can be yours.† Hoping I'd proven myself, I removed the crown. â€Å"I just hope I can end a war.† Kiyo rose shakily to his feet. He no longer smiled. â€Å"What do you mean she can rip away lands?† The old man spread his hands out wide. â€Å"That is the crown's power.† â€Å"The crown has no power,† I said, frowning. â€Å"It's a prize, a status symbol for enduring all this.† â€Å"A prize?† The old man's eyebrows rose, and he gave a great belly laugh. â€Å"Do you believe all of that was just for a prize? For some bauble?† Kiyo and I exchanged uneasy looks. â€Å"Then what does it do?† I asked. â€Å"The Iron Crown allows you to break the bond between a monarch and his or her kingdom, thus freeing it. If you have the strength, you can then claim it.† The old man shrugged. â€Å"Why, with enough power, you could control half the kingdoms in this world.†

Case Scenario: Grocery, Inc. Essay

Scenario: Grocery, Inc. is a retail grocery store chain based in Any State; U.S.A. Grocery has stores throughout the United States. Grocery has written contracts with many different vendors to purchase the products they sell in their stores. Vendors range from individuals to international corporations. Tom Green works as the produce manager for the store in My Town, U.S.A. Jeff Fresh, 17 years old, is spending his summer vacation working for Tom in the produce department. Assignment: Using the scenario above, give detailed answers to the following questions: 1. Does Article 2 of the Uniform Commercial Code (UCC) apply to the contracts between Grocery and its vendors? Do common law contracts apply? Explain, in detail, why or why not. Your answer should compare and contrast common law contracts and UCC Article 2 contracts. Article 2 of the Code applies only to transactions in goods. The sale of goods is the transfer of ownership to tangible personal property in exchange for money, other goods or the performance of services. The law of sales of goods is codified in Article 2 of the Uniform Commercial Code While the law of sales is based on the fundamental principles of contract and personal property it has been modified to accommodate current practices of merchants. Therefore, the situation depends on whether or not a contract is for the sale of goods. If it is not, then the principles of common law that were discussed in Part 3, Contracts, apply. If the contract is one for the sale of goods, then the Code applies. 2. Grocery contracted with Masterpiece Construction to renovate the store on Main Street in My Town. Masterpiece, unable to complete the renovation within the six-month time limit due to a sudden increase in jobs, sub-contracted the entire job to Build Them To Fall. Grocery was unaware of the sub-contract. When Grocery realized (due to the poor quality of work) that Build, not Masterpiece, was handling the renovation, Grocery petitioned the court for an injunction and then sued Masterpiece for breach of contract and specific performance. Masterpiece argued that it had a right to delegate  the duties of the contract, or in the alternative, to discharge the contract due to commercial impracticability. Who wins? Explain your answer. In such a case as this one, Grocery would win a suit for specific performance but not necessarily for breach of contract. The only situation that would restrict Masterpiece from delegating the duties to another company is if the actual contract specified that Masterpiece had to perform the work. If the contract did specify that Masterpiece had to perform the work, they would be responsible for breach of contract; otherwise, they would have the right to delegate the work to a third party without penalty. Though Masterpiece might have had the right to sub-contract the renovation to another company, it does not release Masterpiece from liability. When a delegatee (Build) accepts an assignment from a delegator (Masterpiece), the delegatee assumes responsibility for performance. This assumption does not release the delegator from liability but instead, creates a situation where both the delegator and delegatee owe duties to the obligee. If a situation arise, such as this one, and the delegatee refuses to pay, the delegator can still be held responsible. The only way Masterpiece can lose the title of obligor and not be considered liable for specific performance is to be discharged from performance by novation. A novation is â€Å"a particular type of substituted contract in which the obligee agrees to discharge the original obligor and to substitute a new obligor in his place† (Mallor, Barnes, Bowers, & Langvardt, 2003). If Build and Grocery both agree to the novation, Masterpiece would have no further obligation under the contract and Grocery would have to hold Build responsible for performance. 3. At the end of the summer, Jeff Fresh had earned enough money to put a down payment on a car. He decided to continue working part time during school to earn money for the car payments. Jeff purchased a car from Smooth Sales Used Cars. Smooth did not ask Jeff how old he was; the salesman assumed he had reached the age of majority. Jeff paid the down payment and signed the contract stating that he would make payments of $200 each month. Six months later Jeff lost his job and could no longer make the payments. Jeff took the car back to Smooth and said he wanted to cancel the contract and that he wanted his money back. What are the possible outcomes? Explain your answers. As a minor, Jeff is entitled cancel the contract by disaffirming it and receiving the amount he paid for the car in exchange for returning the car back to Smooth Sales Used Cars. As per the textbook, â€Å"Upon disaffirmance, each party has the duty to return to the other any consideration that the other has given. This means that the minor must return any consideration given to him by the adult that remains in his possession.† Jeff should receive his down payment and $1200 back from Smooth Sales Used Cars. Since the car is not considered a necessary, the following law for minor does not apply. â€Å"The minor’s recovery of the full purchase price is subject to a deduction for the minor’s use of the consideration he or she received under the contract, or the depreciation or deterioration of the consideration in his or her possession.† Necessaries are basics things needed for survival and not supplied by the minor’s parents. Examples of necessaries a re food, clothing, shelter, medical care, tools of the minor’s trade, and basic education or vocational training. 4. Grocery has a written contract with Cereal, Inc. to purchase 20 cases of cereal per month at $22 per case. The contract does not state the types of cereal or how the 20 cases will be divided up between Grocery’s 20 stores in Any State. After a flood, Cereal suffers severe water damage in its warehouse. With the exception of Soggy Flakes, Cereal does not have enough undamaged cereal to comply with its Grocery contract. On the day delivery was due; Grocery receives 10 cases of Soggy Flakes at the three stores located in My Town and two stores in Your Town. Twelve days before delivery was due, Grocery had requested, by facsimile, that 15 cases containing a variety of cereals be delivered to the five stores listed above with the remaining five cases going to Grocery’s warehouse in Corp Town. Grocery wants to reject the shipments of Soggy Flakes and cancel its contract with Cereal. Discuss Grocery’s rights under contract law. Cereal argues that based on the gap-fil ling rule, it had the right to modify the terms of the contract. Analyze the gap filling provisions of UCC Article 2 as they pertain to the terms of this contract. What rights and/or defenses, if any, does Cereal have under contract law? Analyze the remedies available to Grocery and/or Cereal. Explain all answers in detail. There are two sides to this scenario in which both parties have a valid reason to alter as well as even terminate the contract. From the Cereal, Inc perspective, if unforeseen conditions cause a delay or the inability to make delivery of the goods and thus make performance impracticable, the seller is excused from making delivery. However, if a seller’s capacity to deliver is only partially affected the seller must allocate production in any fair and reasonable manner among his customers. Cereal did abide by it and delivered the 10 cases of Soggy Flakes due to the fact that those cases were not destroyed, leaving them deliverable. However, the seller (Cereal, Inc) has the option of including any regular customer not then under contract in his allocation scheme. When the seller allocates production, he must notify the buyers [2-615]. When a buyer receives this notice, the buyer may either terminate the contract or agree to accept the allocation [2-616]. The Code recognizes the fact that parties to sales contracts frequently omit terms from their agreements or state terms in an indefinite or unclear manner. The Code deals with these situations by filling in the blanks with common trade practices. In this case, no length of time was addressed in the contract for Grocery to continue purchase products from Cereal. With this, Grocery did have a right to terminate at any given point of time. 5. Tom Green spent his time away from work on his hobby, model trains. His train set was very large and consisted of rare and one-of-a-kind trains. One day, while visiting with a fellow train hobbyist Harry, Tom said, â€Å"When I retire in two years from Grocery, I’m going to sell my trains and spend the rest of my years traveling on real trains.† Tom then told Harry that he was the only person he planned to offer his trains to because he knew Harry would take good care of them. Harry said he looked forward to the day when he could buy the trains. Harry then spent the next two years and most of his savings building a new 2,000 sq. ft. room onto his house to make room for the trains. When Harry told Tom that he was building the new room, Tom just smiled. Tom also heard that Harry had borrowed money from his aunt to buy the trains. When Tom retired, he sold his trains to David. Harry sued Tom claiming breach of contract, or in the alternative, for promissory estoppel. Wh o wins? Explain your answer. Promissory estoppel is when a person relies on a promise made by another even though the promise may not be sufficient to be considered a contract. The elements of promissory estoppel are a promise, reliance on that promise, and injustice that comes from that promise. These elements are apparent in this situation. Tom told Harry that he was the only person that he wanted to leave his trains to, that was the promise. Harry saying that he looked forward to buying the trains and then building a room for them was the reliance on the promise. Finally, Tom selling the trains to someone else is the injustice and the breaking of the promise. Harry should not be suing for breach of contract, but rather for promissory estoppel. There is no official breach of contract in this situation, but it is a clear example of promissory estoppel. If the lawsuit were for promissory estoppel, then Harry would win. The lawsuit being for breach of contract might cause Harry to lose because it is not complete breach of contract. 6. Organic Farms shipped a truckload of peaches to Grocery using an independent trucker. In route, the truck broke down and the shipment was delayed three days. The peaches were spoiled when they arrived. The terms of the contract were F.O.B. Who bears the risk? Explain your answer. Under F.O.B. terms, the seller is responsible for the costs and the risks associated with transporting the goods to the designated area assigned by the buyer. Once the shipment arrives at the designated area, the buyer assumes responsibility for the goods and any shipping of the goods that might occur afterwards. Since the goods were still in route to the destination (Grocery), Organic Farms is responsible for the loss and Grocery is not obligated to pay anything. Organic Farms might be able to recover the loss from the independent tucking company but this does not affect the destination contract that places the risk of loss on Organic Farms. Organic Farms would still be required to compensate Grocery for the loss, while they potentially seek reimbursement from the independent trucking company. 7. Discuss the different warranties that apply to Grocery’s business. Explain your answer in detail. There are several different warranties present in Grocery’s business. The first is express warranties. Express warranties are present because the goods conform to the description and because oftentimes, samples are available of the goods. Implied warranty is also present in this situation because the goods in Grocery’s business are merchantable. Finally, implied warranty of fitness is present here. This is apparent because the seller, Grocery’s store, knows that there is a purpose for the buyer to buy the goods. Grocery’s store also knows that the buyer is relying on the goods that are being sold and that the buyer is relying on Grocery’s for the goods. 8. Supplier, Inc., a large wholesaler, had a contract with Grocery. Supplier sued Grocery for breach of contract when Grocery failed to place an order for goods by a specific date as specified in the contract. Each order was to be worth at least $550. Grocery contended that the contract Bill Green signed was a standard preprinted supply contract without specifics regarding time of order and quantity. Green had authority to sign a standard supply contract, but could not authorize specific terms. This was unknown to Supplier. Supplier argued that the terms were â€Å"boilerplate† and could therefore be modified by acceptance. Supplier offered oral testimony at trial to prove that Green agreed to the modifications. Is there a contract? If so, what are the terms? Explain your answers. Also, discuss the use of Supplier’s oral testimony at trial. In this case, there is no contract since the quantity is not specified. When there is indefinite quantity, the buyer does not have to buy from the seller even if there if a minimum purchase amount required and therefore, the quantity required is illusory and unenforceable. As per the textbook, â€Å"it is fundamental that a contract is unenforceable if it fails to obligate the parties to do anything.† The oral testimony from Supplier Inc. cannot be used. Any modifications to a sales contract needs to be in writing. Verbal modifications will not be enforceable. References: Business Law: The Ethical, Global, and E-commerce Environment (12th ed.). Jane P. Mallor, A. James Barnes, L. Thomas Bowers, & Arlen W. Langvardt McGraw Hill, 2004 Burr Ridge, IL University of Phoenix Material: Case Scenario: Grocery, Inc, Susan Brown Parker. Retrieved from http://www.phoenix.edu