tiffy

By Rosanna Cooper The case of Nearfield Ltd v Lincoln Nominees Ltd and Another [2006], dealt with the issue of the construction of a contractual term in an agreement. The first defendant was a nominee company of the second defendant. The first defendant was incorporated in the British Virgin Islands. In April 2002, the claimant company entered into a joint venture agreement (the JVA) for the redevelopment of a certain property. Under clause 4.1 of the JVA, the claimant was under an obligation to advance a loan of 3,000,000 to the first defendant. According to clause 5.1.3, the duration of the loan would be for three years from the date of the loan. After three years, the second defendant would ‘procure’ the payment of the loan together with all outstanding interest on written demand by the claimant. The redevelopment of the property was not successful and so the property was subsequently sold. Although some payment was made to the claimant, the shortfall was 2,251,406.23 plus interest of 1,030,947.35. The claimant sought to enforce clause 5.1.3 of the JVA. The claimant submitted that ‘procure’ in clause 5.1.3 put an obligation on the second defendant to ensure the first defendant repaid the sum of 3,000,000 together with outstanding interests on written demand by the claimant. They argued that in the event of a failure by the first defendant to make the payment, it was liable to pay damages equal to the amount payable but not repaid by the first defendant. The second defendant contended that the extent of its obligation under clause 5.1.3 was merely to seek to bring about the repayment of the loan by the first defendant and did not extend further so as to provide any assurance or guarantee that the loan would be repaid in full by the first defendant. The claim was allowed. The meaning which a document would convey to a reasonable man was not the same thing as the meaning of its actual words. The court held that the meaning of words was a matter of dictionaries and grammars, whilst the meaning of the document in question was what the parties using those words in conjunction with the relevant background would reasonably have been understood to mean. The normal meaning of the word procure was to ’see to it’. Thus a person agreeing to procure that a third party performed a contractual obligation had to carry out the following: - They would be required to attempt to make sure that the third party complied with the obligation; and - In the event that the third party failed to comply, they would have to pay damages calculated by the amount that ought to have been paid by the third party. There was nothing in the correspondence between the parties in this case which suggested that procure under clause 5.1.3 should be given a different meaning in different parts of the JVA, nor could it be suggested that procure meant anything other than as the claimant put it: namely that it meant ’see to it’. In addition, there was no limitation expressed in the JVA and it could easily have been done. Therefore, it was held that clause 5.1.3 should be construed as the claimant had submitted. In any event, there was no document or any evidence from the drafts leading up to the JVA which could have led to a different conclusion. The court decided that the second defendant was liable to procure that the first defendant repaid the loan to the claimant. Comment: Parties must always limit the extent of their liabilities when entering joint ventures. Please contact us for more information on assessing damages due under termination of a contract at enquiries@rtcoopers.com Visit http://www.rtcoopers.com/practice_corporatecommercial.php or http://www.rtcoopers.com/practice_corporatefinance.php RT COOPERS, 2007. This Briefing Note does not provide a comprehensive or complete statement of the law relating to the issues discussed nor does it constitute legal advice. It is intended only to highlight general issues. Specialist legal advice should always be sought in relation to particular circumstances. Full service commercial law firm based in the City of London specialising in commercial and corporate law, Corporate Finance, Commercial Lawyers, Commercial Law, Commercial Contracts, commercial solicitors, commercial law firm, corporate lawyers, corporate solicitors, corporate law firm, due diligence, mergers and acquisitions, management buy outs, white wash, sale of shares, sale of business, offshore companies Visit http://www.rtcoopers.com/practice_corporatecommercial.php or http://www.rtcoopers.com/practice_corporatefinance.php Article Source: http://EzineArticles.com/?expert=Rosanna_Cooper http://EzineArticles.com/?Commercial-Law—Corporate-Law—Joint-Venture—Contractual-Construction-of-Clause-in-Joint-Venture&id=486685 5000 cash advance need to get a paycheck stub cell phone companies no credit check i cant get a personal loan

By Eric J Smith Companion planting is used to help control pests and diseases the natural way. There are various plants that grow well together, some however, do not do so well together. Maintaining healthy plants is the best way to avoid Pests & Disease. Soil Rich in Organic Matter is a great starting point. Companion planting is a great way of keeping the nitrogen level up in the soil. In the vegetable garden you can mix Legume crops such as peas and beans with root crops such as carrots. Alternate plantings between rows of carrots and rows of Peas or Beans. The Legumes contain Nitrogen sacks on the roots, which will aid in the feeding of the carrots and other root vegetables as they grow. Plants that do well together to fight Pests & Disease are: GARLIC: Garlic planted near roses will help control aphids. Garlic is also valuable for repelling snails, and carrot root fly. Garlic in concentrated sprays have been seen to repel and kill whiteflies, aphids and fungus gnats among others with as little as a 10% concentration level! I have also used Garlic Sprays on Orchids without any problems. LAVENDER: Lavender can aid in repelling fleas and moths. Lavender also attracts bees which are feeding and beneficial insects. Dried lavender can repel moths. This is a great alternative to traditional methods and smells better too. MARIGOLD: Marigold has long been used as a companion plant for its natural insect repelling qualities. It will help eliminate Nematodes from the soil & will also repel ants. MINT Mint is useful planted amongst Brassicas as it is known to repel Cabbage Moth. CHIVE Chive planted around the base of fruit trees will help prevent insects from crawling up the trunk. This is just a small sample of an almost endless list of potential companion plants. The above plants are very common and would be found in almost every garden. The next time your planting out a new Vegetable garden bed, consider using companion planting methods to help control pests & disease in your garden. Eric J. Smith is an Organic Gardener and passionate Environmentalist. He is dedicated to promoting the need for an Organic, Natural World. Find out more on Organic Personal Care Products here Article Source: http://EzineArticles.com/?expert=Eric_J_Smith http://EzineArticles.com/?Controlling-Pests-And-Diseases-The-Organic-Way—Companion-Planting&id=492825 cash advances approved in georgia financial lenders bad credit low income arizona mortgage personal loan comparrisons in ireland bad credit unsecured loans

By Michael Russell African Violets are one of the most commonly kept indoor plants today. They are very beautiful and are not that difficult to keep. However, they do have a few care requirements that must be adhered to for them to survive. When you are choosing your plant, make sure it looks healthy. The leaves are a good indication of whether or not it is healthy. Also, try to get one that already has some flower buds on it. African Violets can be found at nurseries as well as supermarkets. Nurseries will be more expensive than supermarkets, but they will also have more choices. Next you will need to choose what type of pot you will keep it in. You can get a plastic pot, an unglazed clay pot, or a glazed ceramic pot. A plant in a plastic pot or glazed pot won’t need as much water as a plant in an unglazed clay pot because the unglazed clay pots let water evaporate throughout the day. Glazed ceramic pots are the most expensive and plastic is the least expensive. When you are ready to put your plant into its pot, you need to get a few things ready. You will need the pot, a saucer to put under the pot, soil, pebbles and plant food. For the saucer, make sure there is space left around all sides of the pot. Don’t get a saucer that is too small. For the soil, make sure it is good quality soil. They even make an African violet soil, which is perfect. Cover each drainage hole in the bottom of the pot with a pebble. Fill the pot about halfway with soil and put the plant in. Then fill up the rest of the pot. Press down the soil using your fingers and add more soil. Feed your plant at this time using the plant food you got. Now, to water the plant, fill up the saucer with water. Put the pot into the saucer and let it sit for an hour. After that, take the pot out of the saucer and empty the saucer if there is any water left. The best place to keep your African violet is in a window. Even though they may look better somewhere else, they will not grow as well. An east window provides the best lighting for the plant. If your plant doesn’t make flowers, that means that it isn’t getting enough light. If the leaves start to get brown edges of brown spots, then it’s getting too much light. When you water your plant, never water it from above. You should put some water into your watering can and let it sit overnight; this will let any harmful impurities evaporate out. Before watering, stick your finger into the dirt. If the soil feels damp, then don’t water it. Every time you need to water the plant, fill up the saucer and put the pot into the saucer for about an hour. After you get used to the care that African Violets require, it is very easy to do. If you care for your plant correctly, it will grow very easily. You will enjoy its beauty every day! Michael Russell Your Independent guide to Gardening Article Source: http://EzineArticles.com/?expert=Michael_Russell http://EzineArticles.com/?African-Violet-Care&id=206924 cash advance one hour borrow money overseas lenders 1000 bad credit loan unsecured business loans from banks