Across the Barricades - The good and the bad essays

Over the Barricades - The great and the awful papers Over the Barricades is a novel brimming with preference and various conclusions on specific things in life Therefor the characters that Lingard presents have a variety of character characteristics. Lingard attempts to remote and curb certain attributes by introducing various characters. Sadie, one of the fundamental characters in the novel, is a Protestant young lady. She is a decided and autonomous young lady with solid assessments and she has a solid will. Another trait of Sadie is that she isn't anxious about supporting herself as well as other people. She battles for what she put stock in and couldn't care less what others state. Another fundamental character is Kevin. He is a catholic kid. He is more terrified of what individuals think than Sadie is and sees the results of their relationship more clear. As an individual Kevin can be portrayed as quiet, genuine and persevering He is caring and won't hurt a fly except if he is gravely incited. Kevin believes that the battles between the Catholics and Protestants are irrational and pointless. Despite the fact that Brain Rafferty double-crosses Kevin, Kevin remains faithful to his old companion. He doesn't part with Brain when the police blamed him for possessing the weapon. Despite the fact that Kevin and Sadie originates from various religions one can see they share a large portion of their accepts. The two of them accept they can be companions regardless of whether they have a place with various religions. Mr Blake shows up in a significant point in the novel. He gives Kevin and Sadie expectation and encourages them in their relationship. He himself is a Catholic, however he couldn't have cared less if individuals were Catholic or Protestant. He held no partiality against the individuals who had an unexpected religion in comparison to his own. Mr Blake considers others before he considers himself. He battles for what he has faith in and will not surrender to fear based oppression. Individuals like Mr Blake and the Hendersons are perfect characters. In the event that everyone in Northern Ireland shared their mentality there would be no contention. ... <!

Literature Reviews in Academic Writing

Writing Reviews in Academic Writing Kindness: frankellawyers.com.au Undergrad and postgraduate understudies do writing audits as a feature of a more extensive assortment of work or as an independent paper. Don’t mistake this for an article or postulation, be that as it may. Writing surveys have a particular reason in scholarly composition. What it a writing survey? A scholarly article, paper, or proposal contends a subject utilizing tenable sources to back up the contention. A writing audit is an exploration, investigation, and basic editorial on those very sources. It very well may be an installed presentation in your paper, or important pieces of the survey can show up in significant areas of the paper. For what reason do a writing survey? Explanations behind doing a writing survey include: To improve your own comprehension of the essayâ topic which you decide for an exploration paper. To refresh the peruser on current perspectives regarding a matter. The individuals who scrutinize your discoveries or who look into your exploration ought to have enough relevant information to follow your speculations. To show holes in existing discoveries. When there is insignificant information regarding a matter, or none by any means, tertiary instruction understudies get the opportunity to fill the hole with sound, all around explored material. What it isn't The survey isn't an article. It doesn't: Demonstrate or create central matters. This is done in the paper it is supporting. Contend a subject. It presents discoveries, looks at changed fields of musings on the theme, and proposes further examinations. Simply sum up a rundown of sources. Choosing sources While doing a writing audit for a scholastic paper, wide or slender points bring about something over the top or too little source material. The initial step, along these lines, is to ensure the subject of an examination paper is appropriately engaged. A solid paper is upheld by trustworthy, peer-investigated sources. This implies school course readings and a huge bit of online substance are feeble establishments on which to base your work. These contain a wide scope of data and have nearly nothing, or no, scholastic appraisal. Quest for solid writing in: Diaries Scholarly databases Expositions Government and regarded bodies reports and studies College libraries Monographs Exact examinations Recommended readings from your scholarly consultant Examine the sources refered to by creators inside their own reports. This will yield further information on your point. Picking material for consideration The writing survey demonstrates that the examination led is substantial. The source material must: Spread all the fundamental zones of your point Distinguish insufficiencies in existing examination Point out zones lacking exploration Uncover a need to refresh ebb and flow research On account of the amount of data, just as time cutoff points and cutoff times, you should have the option to find important information productively. Skim and output messages for content that underpins your work. Use catchphrase look in electronic databases. As you amass data, make notes on contemplations and responses and investigate discoveries efficiently. Make sure to record the vital subtleties for complete references of realities and statements utilized in your paper. Arranging a writing audit The audit follows a presentation, body, and end structure. There are various approaches to compose the analysis on the assortment of sources. The most mainstream frameworks are sequential and topical. Ordered association presents an investigation of the most seasoned to latest examinations. Topical association bunches discoveries by subjects, or regular issues they address. You can likewise organize work arranged by significance. Whichever framework you pick, ensure: The association framework is evident Headings and sections recognize discoveries The connection between the audit and the theme you are investigating is clear Key examinations are featured Change words and rundowns show progress from one examination, or gathering of studies, to the following Composing a writing audit Prior to composing, gather satisfactory information that has been examined, scrutinized, and looked at. Framing the foundation of your exploration paper, the survey should cover each proper edge that offers cause to your work. Refine content, as fitting, to frame an extensive and solid report that loans weight to the exploration you have embraced. It must: Show that you have your very own careful comprehension subject Spread every single fundamental part of the subject Explain key phrasing Evaluate research discoveries and their introduction Uncover open doors for future examination It is anything but difficult to lose center in view of the bounty of accessible data. An absence of clearness on the focal theme obscures the purpose of the survey, and if targets are hazy, results miss the mark. In this way, utilize basic reasoning and addressing methods, for example, Boolean rationale, to remain progressing nicely.

gatdream Corruption of the Dream in F. Scott Fitzgerald’s The Great Gatsby :: Great Gatsby Essays

Defilement of the Dream in The Great Gatsbyâ â The American Dream depicts a disposition of expectation and confidence that anticipates the satisfaction of human wishes and wants. What these desires are, were communicated in Thomas Jefferson's Declaration of Independence of 1776, where it was expressed: We hold these realities to act naturally apparent, that all men are made equivalent, that they are enriched by their maker with certain unalienable rights, that among these are life, freedom and the quest for joy. This quest for opportunity and bliss really returns to the earliest reference point of American human advancement, to the hour of the main pioneers. The principal pioneers were all strict displaced people who were headed to the New World by oppression. To these individuals, America spoke to another existence of opportunity, holding a guarantee of profound and material joy. For those pilgrims who were not all that strictly slanted, America was as yet a fairyland, a place where there is incredible prospects. Thus the initial thirteen states appeared, in the midst of the strict and materialistic any desires for the primary pilgrims. Material flourishing and progress stayed up with strict and profound objectives on the grounds that the Puritans and the Quakers the same affirmed of industry and material headway. For, though physical delights were detestable, difficult work and accomplishments were viewed as signs of internal goodness. At the point when the Eastern Seaboard, involving the thirteen states, became packed, the pioneers started to move west. The opening of the Middle and Western States expanded the feeling of expectation and confidence. Also, this looking forward past the quick present, this faith later on, has become a national trademark that may incompletely clarify the speed of American headway in such a significant number of regions of exercises. The fair framework, first voiced in Jefferson's Declaration of Independence in 1776, might be followed to this essential disposition of expectation and certainty. The American Dream, be that as it may, initially identifies with a longing for profound and material improvement. What happened was that, from one purpose of not many, the material part of the fantasy was too effectively and excessively immediately accomplished, with the outcome that it before long outpaced and even decimated the early profound standards. So there developed a condition of material prosperity yet ailing in profound life or reason. With the goal that when Fitzgerald delivered Gatsby, demonstrated no uncertainty on the essayist's own confidence throughout everyday life, he appeared to have made a character who spoke to an early American in whom the Dream was still especially alive.

Free Essays on Meaning Of Thought

Would descartes be able to be sure that he is thinking? How? Would he be able to be sure that he exists? How? (What's more, who right?) Descartes’ explanation â€Å"I think along these lines I exist† brings up issues about the significance of thought, the importance of presence yet most in a general sense, in what sense he can be sure. The trouble in building up the assurance of â€Å"I think† and â€Å"I exist† is that the two ideas are interrelated. Accordingly, for instance, contrasting translations of what it is to think will profoundly affect the topic of whether Descartes can accomplish the assurance of his reality. The accomplishment of his endeavor to accomplish conviction can be broke down according to how far he defeats the all inclusive uncertainty he has presented in the main contemplation. It is in this circle of implying that â€Å"I† turns out to be extremely important as it is conceivable to contend that his utilization of â€Å"I† exhibits that his own understanding of what is sure is somewhat founded on naturally held convictions. Williams depicts the announcement â€Å"I think† as unquestionable. This is on the grounds that â€Å"if anybody accepts he is thinking or that he exists then fundamentally he has a genuine belief.† Using the Cartesian technique, the explanation that â€Å"I think† is exceptional in light of the fact that it is the main reason that has the property of having its reality affirmed by the demonstration of questioning it. Descartes exhibits that he has discovered an explanation that isn't crushed by the chance of a ‘malicious demon’ when he says â€Å"If I am in question, in the event that I am engaging the likelihood that I may be misdirected, at that point the very certainty that I am around to engage that uncertainty shows that I should exist†. In this manner he is as of now expecting that his capacity to engage uncertainty, or â€Å"think† is sure, which dependent on the reason above, is a not outlandish end. Before further analyzing his attestation that he is thinking, the topic of what Descartes implies by deduction must be characterized. In the least difficult structure, conceivable d... Free Essays on Meaning Of Thought Free Essays on Meaning Of Thought Would descartes be able to be sure that he is thinking? How? Would he be able to be sure that he exists? How? (What's more, who right?) Descartes’ explanation â€Å"I think in this way I exist† brings up issues about the significance of thought, the importance of presence yet most in a general sense, in what sense he can be sure. The trouble in setting up the conviction of â€Å"I think† and â€Å"I exist† is that the two ideas are interrelated. Therefore, for instance, contrasting understandings of what it is to think will profoundly affect the subject of whether Descartes can accomplish the conviction of his reality. The accomplishment of his endeavor to accomplish conviction can be dissected corresponding to how far he conquers the widespread uncertainty he has presented in the main contemplation. It is in this circle of implying that â€Å"I† turns out to be exceptionally significant as it is conceivable to contend that his utilization of â€Å"I† exhibits that his own understanding of what is sure is mostly founded on inherently held convictions. Williams portrays the announcement â€Å"I think† as unquestionable. This is on the grounds that â€Å"if anybody accepts he is thinking or that he exists then essentially he has a genuine belief.† Using the Cartesian strategy, the explanation that â€Å"I think† is one of a kind since it is the main reason that has the property of having its reality affirmed by the demonstration of questioning it. Descartes exhibits that he has discovered an explanation that isn't vanquished by the chance of a ‘malicious demon’ when he says â€Å"If I am in question, in the event that I am engaging the likelihood that I may be bamboozled, at that point the very reality that I am around to engage that uncertainty shows that I should exist†. Hence he is now accepting that his capacity to engage uncertainty, or â€Å"think† is sure, which dependent on the reason above, is a not outlandish end. Before further looking at his declaration that he is thinking, the topic of what Descartes implies by intuition must be characterized. In the least difficult structure, conceivable d...

Scarlet Letter Essays - Fiction, Literature, Roger Chillingworth

Red Letter Hester's Devotion The Romantic development in American writing enormously extended the romantic tale kind. In Hawthorne's epic The Red Letter he composes of infidelity in a Puritan town. The story manages the connection between Hester Prynne, a youthful lady of the hour anticipating her better half, and Arthur Dimmsdale, a propelled Puritan serve who is dearest by the people. Do Hester and Dimmsdale genuinely love one another? Hester does for sure love Dimmsdale, however the adoration isn't returned by the evangelist. It is clear from the earliest starting point that Hester adores Dimmsdale. At the point when she is being flame broiled for the personality of the dad of her kid before the whole villiage, she thinks about him enough to decline to uncover his character. When offered the opportunity to evacuate the red letter An in the event that she will yet talk his name and apologize, she confronts the group and won't surrender to its weight. Another telling component of her affection for Dimmsdale is that she stays in the town as an outsider instead of escaping to an additionally tolerating condition, where she may potentially carry on with a typical life. As indicated by the storyteller, she was unable to leave this spot in light of the fact that there trode the feet of one with whom she regarded herself associated in an association, that, unrecognized on earth, would unite them before the bar of last judgment (74). She understands that she can't have an ordinary existence in this network with Dimmsdale, however even so she can't force herself to leave him. This is telling proof of! her affection for him. She suffers agony and torment alone, without even the help of her accomplice in wrongdoing. All things considered, she despite everything feels more anguish over being the reason for Dimmsdale's agony than she accomplishes for the embarrassment of being marked debased previously her locale. As she states herself, under addressing by the priests before the town and would that I may persevere through his anguish, just as mine! (64). That she should feel blame for causing him torment when he was so a lot included as she was demonstrates how profoundly she loves him. Hester couldn't want anything more than to get away from her discipline, yet just on the off chance that she can at present be with Dimmsdale. While bantering with Dimmsdale alone in the woods where nobody can catch, she raises escaping with him, and living a life loaded with affection with him in another land. She says So concise an excursion would bring thee from a reality where thou hast been generally pitiable, to one where thou mayest still be upbeat (181). The world she is discussing here is a world more profound along the woodland track where they can uninhibitedly communicate their affection for each other. At the point when he appears to be reluctant to take that way, she proposes another course of departure. At that point there is the wide pathway of the sea!...It brought thee here. On the off chance that thou so pick, it will bear thee back once more (181). She is eager to surrender her recently discovered acknowledgment as healer, from the townspeople in a second to win an opportunity to live in bliss with a man who has so far indicated her little help. Hester additionally gives her affection for Dimmsdale with her mental fortitude in onfronting Roger Chillingworth with her aim to caution Dimmsdale of the danger Chillingworth presents him. She is eager to break the promise of mystery she has made to Chillingworth, saying I should uncover the secret...He must observe thee in thy genuine character...this long obligation of certainty, due from me to him, whose bane and ruin I have been, will finally be paid (158). She realizes that Chillingworth is a plotting, malignant man, whose physical deformation mirrors the distortion and fiendishness substance of his heart. Again she is going to bat for the man she cherishes. In a similar discussion, she attempts to move Chillingworth's malice off the man she adores and onto herself. She asks him It was I, at the very least he. Why hast thou not retaliated for thyself on me? (158). Different instances of Hester's undying commitment incorporate the depiction of what a caring individual Hester is, the point at which the storyteller expresses Hester's temperament showed itself warm and rich; a well-spring of human delicacy (148). With her nature accordingly uncovered as normally adoring, it is anything but difficult to perceive any reason why she is so committed to Dimmsdale. Afterward, not long before she informs Dimmsdale concerning the danger living in his own home, the storyteller alludes to

My Old Kentucky Home

My Old Kentucky Home Its been a while since my last entry. Right now Im visiting my mom, stepdad, and four siblings in Louisville, Kentucky, and will be there for two weeks. You know, until I arrived at MIT, I didnt think I had a Southern accent. Really, I still dont think I have a Southern accent. Compared to most people in the South, I certainly dont. But in my first couple of months in New England, somebody told me I had a Southern accent at least 2-3 times a week (by now, of course, I have a group of people I interact with who have known me long enough to know what I talk like, and therefore dont feel compelled to comment). I certainly use some Southern-isms though. I remember that during some activity with my Orientation group as an incoming frosh, we got into a good-natured, vehement argument about what the proper name is for a soft drink. Most people said soda. Some people said pop (Im still unclear on what region of the country says pop). Myself and the other Southerner in the group said coke. I promise Im not making this up. In the South, coke isnt just a brand name (and that would be Coke with a capital C anyway), its a generic name for soft drinks. If you go to a restaurant and say Could I have a coke? youll be asked What kind? To me, this seems natural, but several of my MIT friends were incredulous when I explained it to them. By now, though, Ive learned to use the word soda in New England to prevent confusion. Any other Kentuckians reading this? Or Southerners in general? Were a bit underrepresented at MIT, especially if you count the Texans as their own region. Before I lived in Kentucky (we moved there when I was eleven), I lived in Georgia, in a suburb of Atlanta where my dad still lives. By the time you go that far south, youve hit the Deep South, where people still talk about damn Yankees (and mean something other than the baseball team). I was in Atlanta for the 1996 Olympics. I had just turned eleven. The Olympic torch was handed off less than a mile from my house. I went to track cycling and softball, and my mom was a volunteer for the mountain biking event. A few months later, I got a letter published in the Atlanta Journal-Contstitution talking about the prison system in Georgia and the benefits of rehabilitation, and the Chairman of the Georgia Department of Corrections read it (and my age with it) sent me a personal letter assuring me that he was a good guy, and an official Atlanta Olympics police hat. Anyway, I will continue to write entries while on vacation. Send me some questions, guys, if you have any. I feel like I hardly get any questions. I also feel like this may turn into a classic be careful what you wish for scenario, but whatever.

Law of Partnership - Free Essay Example

The Law Commission in its Consultation Paper No. 159 on reform of the Law of Partnership recommended, inter alia, that a new form of partnership be created that would constitute a legal entity distinct from its members. Critically consider the advantages and disadvantages this form of business organisation would have over the present form of partnership regulated under the Partnership Act 1890. According legal personality to partnerships would produce an overall positive effect. It is not, however, entirely without disadvantages. Legal personality cannot be properly analysed without an understanding of its historical and social consequences. It would simplify the ownership of property, the continuation of contractual obligations and liabilities and would protect partners from litigation as private individuals. It would, however, make winding up firms more difficult. Legal personality has a natural link with limited liability. The concept of legal personality cannot be analysed outside of its historical and social context. The Partnership Act 1890 is out of date. While there is an academic consensus that it has served its purpose well, it is not up to the challenges of modern business. Roger Toulson, Chairman of the Law Commission expresses the point well, ‘Law is also much more than an instrument by which government can aim to deliver its policies. Our laws provide an essential part of the fabric of society and need to be capable of adaptat ion as society changes†¦The Partnership Act 1890 was generally considered to be good legislation. But it was passed at a time when the typical partnership was of the kind described in the novels of Charles Dickens. Now we have partnerships ranging in size from the two-person firm to firms with hundreds of partners and thousands of employees. Yet under English law (in contrast with Scots law) a partnership cannot own property or enter into a contract in its own name. Any change in the membership of the firm involves the dissolution of the ‘old’ firm and the creation of a ‘new’ firm.’[1] The lack of legal personality is the cause of two of the problems outlined by Toulson. A partnership cannot own property or enter into a contract in its own name. A third problem, dissolution on change of membership is conceptually consistent with the ‘aggregate’ as opposed to ‘legal entity’ concept of partnership. This shows how the conceptual underpinnings of business law have a direct effect on its substance and by consequence on the structure of society. It is vital for the economy of the United Kingdom that there is sound regulation of business. This is spelt out in the Law Commission’s 2000 Report on partnership law. ‘The impact of partnerships on the economy is significant. There are in fact almost as many partnerships in the United Kingdom as there are trading companies. The business carried on by these partnerships is also significant. Their combined turnover is more than that of sole traders, who outnumber partnerships by more than three to one. Nor are they restricted to micro-businesses: 852,000 of the 2.77 million persons employed by partnerships are in firms with at least ten employees.’[2] The introduction of legal personality for partnerships is not, therefore, a question of mere black-letter law. Rather, it is an issue that impinges on the day to days lives of millions of people. Conversely, the argument can be put forward that the current system has been proved to work effectively and it would be advantageous to leave the current system in place. This is a ‘weight of inertia’ argument. It is submitted, however, that the well-settled principles of the Partnership Act 1890 could be easily adapted to accommodate legal personality without undermining the merits of the law. It is important to maintain a workable business model separate from company law. The Law Commission writes, ‘The existence of the [company] structure requires rules for the protection of shareholders and the existence of limited liability requires rules designed to protect creditors and other third parties. The result is that company law is complex and incorporation as a company involves incurring many obligations which a small firm may see as excessively bureaucratic and burdensome.[3]’ The partnership is a f lexible, non-bureaucratic model, based upon contract and automatically occurring through statutory authority. The introduction of legal personality is only advantageous if it adds to these qualities. It is central to the concept of a partnership that parties can ‘contract out’ of element of the statutory code. This does not, however, make the statutory code unimportant. The Law Commission writes, ‘A workable default code is important: 52% of the partnerships surveyed by the Forum of Private Business in November 1991 did not have a written partnership agreement. 57% of those surveyed on behalf of the Association of Chartered Certified Accountants in 1995 did not have a formal agreement.15 This means that for a large number of partnerships, usually small businesses, the statutory rules are the sole basis upon which their affairs are regulated.’[4] It is clear that the statutory code is of very great importance indeed. If the ‘default’ co de had legal personality as an element, it would be relevant to a great many businesses. It should also be noted that a great many small firms do not have ready access to legal advice. They have not created their partnership according to choice, rather they have relied on the statutory provisions. It is for this reason that the default code should be as simple as possible. There is also an argument that the code should also conform to public expectations as closely as possible. The accordance of legal personality signifies a major shift in the conceptualization of the English firm. There are two ways of formulating a partnership, it can either be, ‘characterized on a conceptual level†¦ as an â€Å"aggregate† that is, a relationship among the partners or as an â€Å"entity† that is, a personality existing separately from its partners.’[5] The accordance of legal personality would mean shift away from the ‘aggregate’ and towards th e ‘entity’ concept. It is worth noting that Scottish law already employs the ‘entity’ concept. The 1890 Act was a codification of the English common law alone. The law commission considers that such a shift would have a positive effect for continuity of business. It is the smooth continuation of business that perhaps best represents the economic advantages changing the current system. Having set the proposed reform in historical and social context, it is necessary to consider the substantive changes that have been proposed – and whether they would be advantageous. The Law commission has identified three major problems that arise as a result of the lack of legal personality in the current law. These will be analyzed in turn. ‘1) Difficulties arise for partners holding property, particularly land. Title often needs to be transferred from the old group of partners to the new or from an outgoing partner to remaining partners.’[6] Legal personality would prevent this from being an issue. Title could be transferred not to the partners, but to the partnership as a whole. This has positive implications for continuity and would minimize bureaucracy. It would be necessary to undertake substantive law reform, s 20 of the 1890 Act provides, ‘(1) All property and rights and interests in property originally brought into the partnership stock or acquired, whether by purchase or otherwise, on account of the firm, or for the purposes and in the course of the partnership business, are called in this Act partnership property, and must be held and applied by the partners exclusively for the purposes of the partnership and in accordance with the partnership agreement.’ This concept of ‘partnership property’ would obviously have to change. The Law Commission suggest that the concept should be scrapped entirely for partnerships with legal personality. A partnership with legal personality could hold property in its own right. Where partnership money has been used to buy property, that property would be belong to the partnership. If property is bought by a private individual for the benefit of the partnership, then it will be held on trust.[7] It is submitted that this will inevitably create complications. On the one hand there will be partnership property in which the partnership enjoys full legal rights and on the other, there will be property which is merely held on trust for the benefit of the partnership. This will lead to conceptual complications, as the partners are unlikely to be aware of this dual structure of ownership. In a partnership with legal personality, partners, ‘do not own a share in the partnership property directly. The partners own a share in the partnership and that share will, of its nature, be personal or incorporeal moveable property.’[8] Unfortunately according legal personality to firms may cause problems in relation t o security of title. The current rules protect the purchaser by insuring that, ‘at least two but not more than four of the partners are registered as proprietors and they hold it on trust for all the partners as tenants in common. The interests of the partners are protected by the entry on the register of certain common-form restrictions. Any purchaser is entitled to assume that the registered proprietor has full dispositionary powers in the absence of any entry to the contrary on the register.’[9] It might not be the case that a purchaser would be able to assume such dispositionary powers in where the firm and not trustees was registered. The Law Commission writes, ‘If a partnership wished to sell land acquired many years earlier when the composition of the firm was different, how, for example, would a purchaser know that the partnership selling the land was the same legal person as the partnership on the records as the owner?’[10] There is no obv ious answer to this problem. The Law Commission note that frauds as to security of title are both rare and difficult to put into effect. It is submitted that the benefits of allowing partnerships to avoid the bureaucracy of transferring title every time there is a change of composition outweigh the disadvantages of a reduction in security of title for purchasers. The law society highlights a second advantage to the accordance of legal personality and the transfer of property, ‘2) Where property is transferred, third parties who had claims against the old group of partners may have no claim against the assets of the new group.’[11] Legal personality would prevent a change in partnership composition from automatically creating a new partnership. For this reason, creditors claims would not be broken by the legalistic creation of ‘new’ firms. This has clear and positive implications for lenders. It is not just property that would survive changes in composition; contractual rights would also be left in tact, ‘3) Difficulties may arise in transferring contractual rights and obligations from the old group to the new group, particularly where the contracts cannot be freely assigned or where the partners are unaware of the need to take any steps.’[12] A partnership with legal personality would be able to enter into contracts. The obligations created by those contracts would persist regardless of any change in composition. Another major advantage of reform is that it would simplify the rule that partnerships are dissolved upon change of membership. While partnerships are able to ‘contract out’ of the default rules, they currently provide that a change of membership results in dissolution of the partnership. Under S. 32 (c), this can happen for a variety of reasons, Reduction of the number of partners to below two; Expiry of fixed term, subject to any agreement between the partners; (c) Termination of the single adventure or undertaking for which the partnership was entered into, subject to any agreement between the partners; (d) Notice by one partner of intention to dissolve the partnership where the partnership was entered into for an undefined time, subject to any agreement between the partners. As has been noted, a great many businesses rely on the default rules. This means that following the death or retirement of a partner, the partnership may have to be wound up. This directly contradicts the principle of continuity of business. The Law Commission write consider that, ‘unnecessary legal difficulties, following the death or retirement of a partner, may on occasion cause the winding up of businesses that might otherwise have continued.’[13] Legal personality would mean that the partnership could continue despite changes in composition of the membership. In the view of the economic importance of the business model, it is submitted tha t this would be a very positive outcome indeed. The accordance of legal personality has far reaching implications for the winding up of a firm. S. 38 of The 1890 Act currently states, ‘After the dissolution of a partnership the authority of each partner to bind the firm, and the other rights and obligations of the partners, continue notwithstanding the dissolution so far as may be necessary to wind up the affairs of the partnership, and to complete transactions begun but unfinished at the time of the dissolution, but not otherwise.’ Partners’ rights and obligations continue insofar as it is necessary to wind up the firm. The Law Commission detail the problem, ‘The difficulty is that rights and property may be vested in the firm as a legal person. Once the firm is dissolved there is no longer any person to hold the rights and property. When an individual dies, rights and property pass to an executor. There is no provision in the 1890 Act for a ny similar transfer to the former partners by operation of law.’ That is to say that all the rights and obligations vest not in the partners, but in the separate legal personality of the firm. The consequence of this is that on winding up, there is nobody with a duty to oversee the process and settle debts. It is interesting to consider the Scottish situation. As has been noted, partnerships in Scotland have legal personality. In Inland Revenue v Graham’s Trustees [1971][14], Lord Reid said, ‘In my opinion, section 38 does not make the surviving partners parties to the firm’s contracts and so keep those contracts alive. That would involve a radical change in Scots law. But I see no difficulty in holding that this section does require unfinished operations to be completed under the conditions that would have applied if the contract had still existed.’ It is submitted that Lord Reid has clearly avoided giving s. 38 a literal interpretat ion. His opinion is that s. 38 only serves to compel former partners to complete ‘unfinished operations.’ This is vague and conceptually incoherent. It is not immediately clear what ‘unfinished operations’ might entail, or on what legal basis the court has the power to compel parties to complete them. It is not, however, a problem without a remedy. The first approach concords with the old Scottish rule that the partnerships continues ‘in a sense.’[15] The partnerships are, ‘gone but, not yet gone.’ The advantage of this approach is that the rights and obligations of the partnership continue to attach to the partnership during the process of winding up. This means that the rights and obligations do not have to be passed over to the individual partners in order for unfinished operations to be completed. There are clear conceptual problems, however, the Law Commission writes, ‘There are theoretical difficulties with thi s option. There is the logical difficulty of regarding the partnership as gone and yet not gone at the same time. There is the difficulty that there may be only one partner, or no partners, left during the winding up process. It may be odd to say that a partnership continues in such circumstances. There is the difficulty of knowing when the partnership does come to an end. The winding up process may drift on indefinitely. In some cases there will be closing accounts and a recognizable end to the winding up period. In other cases there may be no recognizable end at all. The partnership may continue forever.’[16] This is a clearly unacceptable catalogue of woe. The Law Commission do not consider that in practice it is likely to cause much difficulty, however. Rights could be enforceable only for a limited period of time. It is submitted, however, that the concept of a partnership being, ‘gone, but not yet gone,’ lacks legal clarity. What then of the second op tion? The Law Commission details this as transferring, by operation of law, rights to the former partners as trustees for the purpose of winding up. Unfortunately this solution causes problems in relation to real and heritable property as, ‘title to such property can only pass through registration. If the partnership ceases to exist on dissolution, it will be unable to execute the documents necessary to effect the transfer. The property would become ownerless and ultimately revert to the Crown.’ This is clearly not an acceptable state of affairs. The Law Commission is, therefore, right to recommend option one. It is submitted, however, that partnerships without legal personality have a clear conceptual advantage in this regard. Creditors will not pursue a partnership only when it is being wound up. It is a logical consequence of the accordance of separate legal personality that creditors will be able to pursue the partnership to enforce rights and obligations as w ell as the individual partners. This is a clear advantage over the current system, as actions against private individuals are stressful and effect family members outside of the business world. The Law Commission debates, however, whether or not partner’s liability should be subsidiary, that it to say, the primary liability would be of the partnership and the individual partners would only be liable when the property of the partnership is not substantial enough to cover the debt. The Law Commission opposes the alternative concept that the partnership and the individual partners should be both jointly and severally liable in the initial action on the basis that it would create a misleading impression, ‘It would, however, give the wrong impression of the nature of the respective liabilities of the firm and the partners. It would give the impression that in a four-partner firm there were five obligants, each being liable, as between themselves, only for a one-fifth share. This solution would also give the misleading impression that if a partner paid the whole of a partnership debt the partner’s right of relief against the partnership would only be for part of the debt. In fact the partner should have a right of relief against the partnership for the whole amount of the debt. It would also be rather misleading to give the impression that if the partnership paid, it would have a right of relief against the partners.’[17] It is submitted that it is wrong to be unduly concerned in this regard. While the Law Commission is absolutely right to emphasise clarity and simplicity in the ‘default code’, it should be remembered that creditors commencing legal action against a firm are very likely to have sought legal advice. The Law Commission is weary of stipulating that creditors must proceed against the firm before the partners on the basis that creditors should not be obliged to take unnecessary steps. If it is clear f rom the outset that settlement of liability will only come from a direct action against individual partners, the law should reflect this reality. On the other hand there is a more important consideration to take into account. Partners should be protected from actions against themselves as private individuals, when the firm with legal personality would be able to settle the liability. The Law Commission has written, ‘On balance, our provisional view is that a creditor should not have to exhaust enforcement remedies against the assets of the partnership before enforcing the judgment against the assets of a partner.’[18] It is submitted that it is clear advantage of the introduction of legal personality that it will be possible to bring actions against the partnership. An advantage of the current system is that the default rules come into operation without any action being taken by the parties. The system is simple and comprehensible. The introduction of legal personality threatens this to some extent. If the law were to state that legal personality is only accorded for firms that have registered, firms would be divided into three categories; those with their own partnership contracts, unregistered firms without legal personality and registered firms with legal personality. This regime may well be confusing for small firms who do not have ready access to legal advice and who are unlikely to understand the difference between a registered firm with legal personality and one without. It is submitted, therefore, that the Law Commission is correct to suggest that legal personality should arise automatically as a result of the default rules. This would maintain the advantageous simplicity of the current system. There is one possible major advantage of legal personality that the law commission has neglected to consider. Separate legal personality could result in automatic unlimited limited liability for all firms. The current divi sion between conventional firms and limited liability partnerships is confusing. Again, it is unlikely that small firms will have access to legal advice and will not understand the advantages of limited liability. Separate legal personality is conceptually consistent with limited liability. It creates a separate entity from the partners, an entity which takes all the risks. The Economist eloquently records its support of limited liability ‘The economic historian of the future may assign to nameless inventor of the principle of limited liability†¦ a place of honour with Watt and Stephenson, and other pioneers of the Industrial Revolution. The genius of these men produces the means by which man’s command of natural resources was multiplied many times over; the limited liability company the means by which huge aggregations of capital required to give effect to their discoveries were collected, organized and efficiently administered.’[19] It is submitte d, therefore, that a natural consequence of separate legal personality is automatic limited liability. This approach would iron the current inequalities in the law, where large professional partnerships with access to legal advice are likely to constitute themselves as LLPs. Of course the major advantage on unlimited liability is that financial affairs are accorded a higher degree of privacy. It is questionable, however, how far small firms value such privacy. It is submitted that given a choice between privacy and limited liability, most small businesses would choose limited liability. While it was perhaps outside the Law Commission’s term’s of reference to address this issue, it is, perhaps, a wasted a opportunity. There is no reason why large firms with access to legal advice should not be allowed to ‘contract out’ of unlimited liability if they wish to protect their privacy. The introduction of legal personality for partnerships would benefit the law, so long as it was part of the default code and not subject to registration. Registration would only complicate an admirably simple system. The introduction of legal personality would iron out difficulties of property ownership and the bureaucratic legal necessity of transferring property each time there is a change in partnership membership and a ‘new’ partnership is created. It would also allow contracts made with the partnership to survive a change in membership and rights and obligations of the partnership would persist. It would allow for actions for liability to be brought directly against the firm rather than against the partners as private individuals. This is highly desirable as the law should try and limit actions against private individuals on policy grounds. Conversely, it would complicate the currently transparent system in operation for the winding up of a partnership, introducing an intellectually vague concept that the partnership is ‘gone, bu t not yet gone.’ There is also the inevitable argument that as the system is working relatively successfully, alterations may be bureaucratic and time consuming for only minor benefit. The Law Commission failed to consider the advantages of making the ‘default’ partnership limited liability. This is a great shame. Limited liability is a natural extension of separate legal personality. Commercial Law And Practice, The College of Law, 2006 Halpbern, An Analysis Of Limited Liability In Corporation Law, University of Toronto Law Journal, 1980 Inland Revenue v Graham’s Trustees [1971] SC (HL) 1 Law Commission, Consultation Paper 159, Partnership Law, 2000 Law Commission, Consultation Paper 159, Partnership Law, Summary, 2000 à ¯Ã¢â‚¬Å¡Ã‚ · Partnership Act 1890 Toulson, Law Reform In The Twenty First Century, Legal Studies, Vol 26, No. 3, 2006 1 Footnotes [1] Toulson, 2006, p 321 [2] Law Commission Report 159, at 1.4 [3] As above at 1.8 [4] As above at 1.17 [5] As above at 2.7 [6] As above at 4.11 [7] As above at 11.19 [8] As above [9] As above at 4.38 [10] As above [11] As above at 4.11 [12] As above [13] As above at 4.13 [14] Inland Revenue v Graham’s Trustees [1971] SC (HL) 1. [15] Law Commission Report at 8.11 [16] As above at 8.20 [17] As above at 10.15 [18] As above at 10.19 [19] Cited in, Halpern, 1980, p 1